I. Definitions.

1. PROVIDER: The term “Provider” means the person(s) providing the Material. The name and address of Provider is: Ministry of Agriculture, Royal Government of Bhutan, Thimphu, Bhutan

2. RECIPIENT: The term “Recipient” means the person(s) receiving the Material. The name and address of Recipient is:

Details of the permittee……………

3. TRANSFERRED MATERIAL: The term “Transferred Material” means the Material being transferred from

Provider to Recipient that is described as follows:(list the materials)

a) ………………….

b) ………………….

4. MATERIAL: The term “Material” means Biological/biochemical resources including Research Specimens, Replicates, and Derivatives.

5. RESEARCH SPECIMENS: The term “Research Specimens” means those biological resources collected by an applicant upon obtaining access/collection permit for research purposes.

6. REPLICATE: The term “Replicate” means any biological or chemical substance that represents a substantially unmodified copy of the Material such as, but not limited to, substances produced by growth of cells or microorganisms or amplification of the Material.

7. DERIVATIVE: The term “Derivative” means substances created from the Material that is substantially modified to have new properties such as, but not limited to, recombinant DNA clones.

8. PRODUCT: The term “Product” means any commercially valuable or otherwise useful or potentially useful substance, compound or useful or potentially useful combination of substances or compounds recovered, obtained, derived, resulting, or otherwise isolated by or developed from scientific research conducted on any Replicate, Derivative, or Research Specimen originally acquired from Bhutan.

9. Commercial use shall include any use of biological resources and their products or derivatives for monetary gains such as in drugs, industrial enzymes, food flavors, fragrance, cosmetics, emulsifiers, oleoresins, colors, extracts, genetic improvement and modifications.

II. Terms and Conditions of this Agreement and Authorization.

1. Provider and Recipient hereby acknowledge that the Royal Government of Bhutan retains ownership of the Biological Material and Replicates. Provider is authorized to transfer to Recipient the specific Transferred Material described above in paragraph I.3 upon execution of this Biological Material Transfer Agreement (BMTA) by Recipient, and the Ministry of Agriculture of the Royal Government of Bhutan.

2. The transferred materials shall be used for following agreed purpose (s) only:

(a)…………………………………………..

(b)……………………………………………

3. Recipient agrees that the Transferred Material:

(a) will be used in compliance with all applicable laws, governmental regulations and guidelines including but not limited to all applicable terms and conditions of contract/user agreement that governs collection, distribution and use of Biological Material collected from Bhutan

(b) shall not be sold or otherwise transferred to any third party/person without the prior written authorization of Royal Government of Bhutan.

4. Recipient understands and agrees that the Royal Government of Bhutan may seek damages to which it may be entitled including but not limited to injunctive relief for any unauthorized sale, transfer or other use of Transferred Material.

5. Recipient agrees to provide the Royal Government of Bhutan a copy of any interim reports, final reports, publications, and other scholarly materials resulting from use of Transferred Material. Recipient also agrees to identify in each such written report or other material the project study number (if any) of the Permitauthorized project that collected the original Research Specimen from which the Transferred Material is derived.

6. Recipient must seek approval of the Royal Government of Bhutan not less than sixty (60) days before Recipient files an application for a patent or other intellectual property claim resulting from use of Transferred Material. The recipient agrees on a benefit sharing mechanism including but not limited to co-ownership of any Intellectual Property Right (IPR) that may be applied for.

7. Recipient agrees that the transferred material is experimental in nature and is being provided without warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose or freedom from infringement of any patent or other proprietary right of a third party.

8. Recipient agrees to hold harmless and indemnify the Royal Government of Bhutan, any unit thereof, and persons acting on their behalf, for any claim asserted by a third party related to recipient’s profession, use, storage, or disposal of transferred material.

III. Administration.

1. Every page of the Agreement shall be signed by the parties to the Agreement.

2. Any correspondence or other notice concerning this agreement should be addressed to: The National Biodiversity Center, P.O.Box 875, Thimphu, Bhutan. e-mail ;nbc@druknet.bt: phone: +975-2-351218/351417 Fax: +975-2-51219.

In Witness Whereof, the parties have executed this BIOLOGICAL MATERIAL TRANSFER AGREEMENT (BMTA) on the dates set forth below. This BMTA may be signed in counterparts, each of which will be deemed to be an original. All such counterparts shall together constitute a single, executed instrument when all parties have so signed. Any communication or notice to be given shall be forwarded to the respective addresses listed below.

FOR PROVIDER:

Sign & Seal

Secretary, Ministry of Agriculture

Royal Government of Bhutan

FOR RECIPIENT:

Sign & Seal

Name of Recipient

Permanent Mailing Address