English Translation for Reference Use Only
Special Conditions for Moonshot Research & Development Program(for Universities and National Research and Development Agencies, Etc.)
Adopted on February 13, 2020
Revised on April 27, 2020
Article 1 (Special Provisions for Restrictions on the Other Party in Contracts
Executed by Entrustee, Etc.)
1. An Entrustee, Re-Entrusted Contractor, and Joint Contractor (hereinaftercollectively referred to as “Entrustee, Etc.”) shall not conclude a contract (salescontract, fixed fee contract, or other contract having a Contract Amount of lessthan JPN1,000,000) with a corporation or organization that has been
designated as being suspended or ineligible for a grant subsidy by the Ministryof Economy, Trade and Industry (hereinafter referred to as “METI”). However,in case it would be difficult or inappropriate to perform the Contract Work
without such a corporation or organization, the Entrustee, Etc. may conclude
a contract with such a corporation or organization with the approval of NEDO.
2. If NEDO learns that the Entrustee, Etc. has concluded a contract with acorporation or organization that has been designated to be suspended orineligible for a grant subsidy by METI in violation of the provision of thepreceding paragraph, NEDO may request the Entrustee to carry out measuresdeemed necessary and the Entrustee shall ensure such measures to be taken.
3. The provisions of the two preceding paragraphs shall be treated in the samemanner even though the schemes that the Entrustee entrusts or re-entrusts
to the other, or the Entrustee and the other part perform the part of Contract
Work jointly are made in multiple layers, and the Entrustee shall take anymeasures deemed necessary.
Article 2 (Program Director)
A program director (hereinafter referred to as “PD”) appointed by NEDO for each
Goal in Moonshot Research & Development Program shall promote the program
by constructing a portfolio (a program construction (combination) and amanagement plan such as a basic policy of resource allocation) to achieve Goaland realize R&D concept.
1Article 3 (Special Provisions for Companies, Etc. Outside of Japan)
1. If the Entrustee is a company, etc. outside of Japan (referring to a company, auniversity or a research institute outside of Japan), in Paragraph 1 of Article
31 of the General Conditions of Business Entrustment Contract (forUniversities and National Research and Development Agencies,Etc.)(hereinafter referred to as “General Conditions”) the wording “theEntrustee shall own” shall be “NEDO and the Entrustee shall own Intellectual
Property Rights jointly in principle and NEDO’s equity shall be equal to or morethan 50 percent of the total equity of NEDO and the Entrustee (hereinafterreferred to as Intellectual Property Rights owned by NEDO and the Entrustee
jointly as “Joint Intellectual Property Rights”)”.
2. In the case set forth in the preceding paragraph, the term “Intellectual PropertyRights” shall be replaced with “Equity of Intellectual Property Rights” inParagraph 3 Item (iv) of Article 31, Paragraphs 4 and 5 of Article 31,Paragraphs 1 and 4 of Article 31-3, Paragraphs 1, 3 and 4 of Article 31-4,Article 31-5, and Paragraphs 3 and 4 of Article 33 of the General Conditions.
3. Regarding expenses related to application, registration, and maintenance for
Joint Intellectual Property Rights (hereinafter referred to as “Expenses forApplication, Etc.”) during the Contract Period and after the expiration of theContract Period, Expenses for Application, Etc. relating to NEDO’s share shallalso be borne by the Entrustee, unless all of the Entrustee’s equity is waived
by the Entrustee.
4. Expenses related to application during the Contract Period may be included in
expenses necessary for performing the Contract Work with the approval ofNEDO.
5. If the Entrustee intends to grant a license for Joint Intellectual Property Rights
to a third party, the Entrustee shall obtain the approval of NEDO in advanceby submitting an application for a license of Joint Intellectual Property Rights
using “Special Conditions Form 1” in the Appendices.
6. NEDO may grant a license at its own discretion to a third party for Joint
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Intellectual Property Rights and the Entrustee shall agree thereto in advance.

7. In case NEDO intends to waive its share of Joint Intellectual Property Rights,
NEDO shall notify the Entrustee to that effect.
8. In case NEDO or the Entrustee or NEDO and the Entrustee jointly grant alicense for Joint Intellectual Property Rights to a third party (hereinafter thethird party is referred to as “Licensee”), NEDO or the Entrustee shall agree tothe following items with the Licensee in advance.
(i) NEDO or the Entrustee may waive their share of Joint Intellectual Property
Rights without the approval of the Licensee (however, except in cases
where NEDO or the Entrustee is obliged to maintain Intellectual Property
Rights up to one year for Licensee)(ii) NEDO and the Entrustee shall assume no responsibility or liability forcompensation for damages arising from the Licensee’s exercising of Joint
Intellectual Property Rights.
(iii) License contracts may be canceled due to significant changes in businessenvironment or management structure due to reorganization, business
transfer, or stock transfer, etc., due to corporate merger, divesture, etc., ofthe Licensee.
Article 4 (Granting or Transfer of Intellectual Property Rights)
The proviso of Paragraph 3, Item (iv) of Article 31 of the General Conditions shallnot apply to this Contract.
Article 5 (NEDO Right to Terminate)
1. The following item shall be added to Paragraph 1 Item (v) of Article 36 in theGeneral Conditions of Business Entrustment Contracts:vi) In case the Entrustee no longer meets any of the application requirements
presented by NEDO at the time of the public call for proposals, etc.
2. The following proviso shall be added to Paragraph 2 of Article 36 of the General
Conditions:
In case NEDO decides to discontinue the project in consultation with PD andadvice from the Strategy Council established in the Cabinet Office, NEDO may
3terminate this Contract.
Article 6 (Contract with Re-Entrusted Contractor)
These Special Conditions shall apply mutatis mutandis to a Re-EntrustedContractor and a Joint Contractor.
Article 7 (In Relation to English Translation)
The Japanese language version of this Contract shall be the authentic text. Even
if an English language version is created for reference purposes, only theauthentic text of the Japanese version shall be effective for the contract, and theEnglish translation shall not have any force thereon.
Article 8 (Survival Clause)
Articles 3, 4, 6 and 7 of these Special Conditions shall survive expiration of theContract Period or termination of this Contract under the provisions of Article 36,37, and 38 of the General Conditions until the relevant conditions cease to exist.
Supplementary ProvisionThese Special Conditions shall come into effect as of February 13, 2020.
Supplementary Provision
These Special Conditions shall come into effect as of April 27, 2020.

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