Cell (For-Profit)

RIKEN BRC

Form C-0007p
2024.06.17

MATERIAL TRANSFER AGREEMENT(For Use for For-Profit Research Purpose)

RECIPIENT
Recipient Scientist (Principal Investigator):
Recipient Organization:
Address:
This Material Transfer Agreement sets forth the terms and conditions under which RIKEN BioResource ResearchCenter (hereinafter referred to as 'RIKEN BRC') will provide the RECIPIENT, and the RECIPIENT will
receive, the biological material specified as(BIOLOGICAL RESOURCE No.
)
and its derivatives (hereinafter referred to as the 'BIOLOGICAL RESOURCE') in response to the RECIPIENT'srequest, and with which the RECIPIENT scientist and organization agree before the RECIPIENT receives theBIOLOGICAL RESOURCE:
1. The RIKEN BRC, a non-profit public organization financed by the Japanese Government, is engaged incollection, maintenance, storage, propagation, quality control and distribution of the biological resources, inorder to contribute to the Japanese and international scientific community in the field of life sciences.
2. (a) The RECIPIENT shall use the BIOLOGICAL RESOURCE for the following specific purpose (whenapplicable, the specific purpose shall be the same as approved by the DEPOSITOR in the APPROVAL
FORM) :Title of research:

Concrete contents of research:(b) The RECIPIENT shall obtain a written prior permission from the RIKEN BRC for the usage of theBIOLOGICAL RESOURCE for any other purposes than the purpose specified above.
3. The RECIPIENT shall not use the BIOLOGICAL RESOURCE for diagnosis or treatment of humans or otherdirect applications to human bodies or as food source for humans.
4. The RECIPIENT agrees to use the BIOLOGICAL RESOURCE complying with the following specific terms
and conditions set forth by the DEPOSITOR, which are specified in the RIKEN BRC Catalog and/or Website(Please copy and paste the “terms and conditions” described in the website of the cells):

In the case requested by the DEPOSITOR, the RECIPIENT should obtain an approval from the DEPOSITOR
using the APPROVAL FORM prior to entering the AGREEMENT with the RIKEN BRC.

1/4

Cell (For-Profit)
Form C-0007p
2024.06.17
5. The RECIPIENT agrees to expressly describe that “the BIOLOGICAL RESOURCE (the resource name) wasprovided by the RIKEN BRC through the National BioResource Project of the MEXT, Japan” in Materials
and Methods, the Acknowledgement or any other appropriate section in any publication reporting the usethereof. The RECIPIENT also agrees to send information regarding such publication to the RIKEN BRC. In
the event that the RECIPIENT achieves the purpose of Section 2(a), and/or secures patents related to those
purposes, the RECIPIENT shall notify the RIKEN BRC of these achievements. The RIKEN BRC may
disclose publicly such information and/or achievements to increase the value of the BIOLOGICALRESOURCE, and to demonstrate the contribution of the RIKEN BRC.
6. The RECIPIENT shall bear the cost of shipping, handling, part of production and other expenses necessaryfor preparation and distribution of the BIOLOGICAL RESOURCE for the RECIPIENT.
7. The access to the BIOLOGICAL RESOURCE is limited to the RECIPIENT and the RECIPIENT’s coworkers and students who work for the purpose specified in Section 2 (a) under the direct supervision andfull responsibility of the RECIPIENT. The RECIPIENT shall not distribute, resell or otherwise dispose of theBIOLOGICAL RESOURCE to any third-party including co-workers and students. The disposition hereundershall include any acts to transfer all or any part of the intellectual property or grant a license thereunder withrespect to the BIOLOGICAL RESOURCE.
8. The RECIPIENT shall assume all liability for claims against the RECIPIENT, the RIKEN BRC, and theDEPOSITOR by third parties relating to alleged infringement of any patent, copyright, trademark or otherintellectual property rights, which may arise from the use, storage or disposal by the RECIPIENT of theBIOLOGICAL RESOURCE.
9. THE BIOLOGICAL RESOURCE DELIVERED PURSUANT TO THIS AGREEMENT IS PROVIDED ON
AN “AS IS” BASIS AND UNDERSTOOD TO BE EXPERIMENTAL IN NATURE AND WITH POSSIBLEHAZARDOUS PROPERTIES. THE RIKEN BRC MAKES NO REPRESENTATIONS AND EXTENDS NOWARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESSEDOR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE(WHETHER OR NOT THE RIKEN BRC OR THE DEPOSITOR KNOWS, HAS REASON TO KNOW,HAS BEEN ADVISED OR IS OTHERWISE AWARE OF SUCH PURPOSE).
10. Nothing in this AGREEMENT shall be interpreted that the RIKEN BRC transfers or grants the RECIPIENTownership, patent, copyright, trademark or the sovereign rights of state regarding Nagoya Protocol, or licenses
thereunder, or other property rights. The provision of the BIOLOGICAL RESOURCE to the RECIPIENT
shall not alter any preexisting right to the BIOLOGICAL RESOURCE by a third party. THE RIKEN BRC
MAKES NO REPRESENTATIONS AND WARRANTIES THAT THE USE OF THE BIOLOGICALRESOURCE WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, THE SOVEREIGNRIGHTS OF STATES REGARDING NAGOYA PROTOCOL, OR OTHER PROPRIETARY RIGHT. TheRECIPIENT shall obtain any rights necessary to conduct its research and development using theBIOLOGICAL RESOURCE on its responsibility.
11. The RECIPIENT agrees to hold the RIKEN BRC and the DEPOSITOR harmless and to indemnify the RIKEN
BRC and the DEPOSITOR for all liabilities, demands, damages, expenses and losses arising out of theRECIPIENT’s use of the BIOLOGICAL RESOURCE including, but not limited to, claims of infringementon the rights mentioned in the previous paragraph.
12. The RECIPIENT agrees that any handling or other activities of the BIOLOGICAL RESOURCE in its
laboratory shall be conducted in compliance with all applicable laws, regulations and guidelines. TheRECIPIENT shall bear full responsibility also for any other legal obligations including, but not limited to, theParis Convention for the Protection of Industrial Property, the Convention on Biological Diversity (CBD),
the Cartagena Protocol on Biosafety (CPB), product liability violations, or issues of corporate social
responsibility (CSR), in the execution of the provisions of Section 2(a). The RECIPIENT shall, if necessary,take all steps or procedures to comply with legal requirements for handling of the BIOLOGICALRESOURCE.
13. As stipulated in the statutory instrument made by “Personal Information Protection Commission” of Japan,
the following information obtained by analysis of human cell materials corresponds to individual
identification codes:(1) whole genome sequence information,(2) whole exome sequence information,(3) single nucleotide polymorphism (SNP) information regarding whole genome,(4) SNP information regarding 40 or more independent loci,(5) short tandem repeat (STR) polymorphism analysis information regarding 9 or more loci, and(6) other information able to identify a person.
The RECIPIENT shall use the information described above in compliance with Japan’s “Act on the Protectionof Personal Information” (https://www.ppc.go.jp/files/pdf/APPI_english.pdf). In cases where theRECIPIENT needs to disclose individual identification codes to other scientists, such as for publication or2/4

Cell (For-Profit)
Form C-0007p
2024.06.17
registration in a public database, the RECIPIENT shall first deposit them as controlled-access data to the“Database Center for Life Science (DBCLS) of Research Organization of Information and Systems(ROIS)”, and then disclose them through NBDC Human Database (https://humandbs.dbcls.jp/en/datasubmission). When the RECIPIENT deposits individual identification codes to the NBDC HumanDatabase, the RECIPIENT shall describe the cell symbol designated by RIKEN BRC in the “SubjectDescription” field in the application form for data submission, together with the fact that the cells wereobtained from RIKEN BRC. After deposit of individual identification codes to NBDC Human Database,the RECIPIENT shall inform RIKEN BRC of the deposit.
14. Both parties shall discuss to enable amicable resolution of any accidents during shipment of theBIOLOGICAL RESOURCE.
15. In case the RECIPIENT is in breach of this AGREEMENT, the RIKEN BRC may take actions such as
requesting the RECIPIENT to cease its subsequent use of the BIOLOGICAL RESOURCE and otherresources of the RIKEN BRC.
16. Both parties shall discuss in good faith to enable the amicable resolution of matters, arising in connection
with the interpretation or performance hereof as well as the matters which are not expressly set forth in thisAGREEMENT.
17. Any matter or dispute which cannot be settled through said amicable discussion shall be subject to theexclusive jurisdiction of the Tokyo District Court, Japan. This AGREEMENT shall be governed by andconstrued in accordance with the laws of Japan.
18. The RECIPIENT or the RIKEN BRC may terminate this AGREEMENT at any time so long as a party informs
the other party at least sixty (60) days before the termination.
19. Upon termination of this AGREEMENT, the RECIPIENT shall immediately cease use of the BIOLOGICALRESOURCE and return the BIOLOGICAL RESOURCE to the RIKEN BRC or destroy the BIOLOGICALRESOURCE at the RECIPIENT’s own cost following the direction from the RIKEN BRC. The RECIPIENT
shall report in writing to the RIKRN BRC when the RECIPIENT completes the above measures.
20. The illegality or invalidity of any provisions of this AGREEMENT shall not impair effect or invalidate theother provision of this AGREEMENT.
21. The provisions of Sections 3, 5, 8, 9, 10, 11, 12, 13, 17, 20 and 21 shall survive the termination of thisAGREEMENT.
The RECIPIENT and the RIKEN BRC do hereby sign two original copies of this AGREEMENT and each party
holds one signed copy.

RIKEN BioResource Research Center
3-1-1 Koyadai, Tsukuba, Ibaraki 305-0074, Japan
DirectorToshihiko Shiroishi, Ph.D.
Signature:
Date:
RECIPIENT:
Organization:

Address:

3/4

Cell (For-Profit)
Form C-0007p
2024.06.17

Name of Authorized Representative:

Job Title:
Signature:
Date:

Name of Scientist (Principal Investigator):

Job Title:
Signature:
Date:(RIKEN BRC Cell Bank)(Reception Date)(User No.

)

(Reception No.

)(MTA No.

)

4/4