Entrusted Research Agreement(Draft)The University of Tokyo (the “University”) and [Company Name] (“Partner”; the University and thePartner being collectively referred to as the “Parties” and each individually a “Party”) enter into thisEntrusted Research Agreement (this “Agreement”) on the terms and conditions defined in the Terms
and Conditions of Agreement attached to this Agreement, to conduct the entrusted research (the“Entrusted Research”) set out in the Agreement Particulars as follows.

Agreement Particulars
1. TheUniversity:
2. ThePartner:
3. Research
Title:
4. Research
Purpose:
5. Research
Description:

The University of Tokyo(available detailed research program description to be annexed)
Division /
Title

Name

6. Participantsof Research(Additional
member list to
be annexed)

Principal
Investigator of
the University
Overall
programcoordination （ Setting up
meetings,
Managingschedules,
Checking
milestones）.
Team Organization Chart tobe annexed if applicable.

Research
Coordinator of
the University(If provided)（

7. Research Schedule: (thedetails to be annexed)
8. Place for Performing
Research
9. Research Period:
10.

Payment for Research
Expenses:Milestones:
Preliminary Report by the end of 1st Year ( DATE)Secondary Report by the end of 2nd Year ( DATE)
Final Report at the end of Research Period (DATE)

From ___________________ through ___________________
Research Costs¥(Article 7.1(1))
Indirect Cost¥
(Article 7.1(2))
Grand Total

11.

Role in the Research

Provision of Facility andFacility1¥
Equipment

Name

Equipment:

NameSpecifications

Qty

The
UniversityThePartner
12.

Period for Confidentiality Obligations
regarding Know-How:

Until 3 years after the day immediately following the
Research Completion Date

13.

Period of general Confidentiality
Obligations:14.

Implementation Target Period:

Until 3 years after the day immediately following the
Research Completion Date
Until 5 years after the day immediately following the
day when the Application is filed in any jurisdiction in
respect of the relevant Intellectual Property Rights.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in duplicate originals
by their duly authorized representatives. The Parties have prepared two originals of this Agreement, andshall each retain one original.
Execution Date:,

The Partner:

The University:

Signed by
Title

：
：

The University of Tokyo
7-3-1 Hongo, Bunkyo-ku, Tokyo
Signed by
Title

：
：

I,
, named as Principal Investigator of the University, acknowledges theobligations in this Agreement.
Signed by：(The Terms and Conditions of Agreement are attached hereto)2

Terms and Conditions of Agreement
1

Definitions

For the purpose of this Agreement, the following terms are defined as follows:
1.1“Research Result(s)” means any technical result acquired based on the Entrusted Research,
including, but not limited to, any invention, idea, design, copyrightable work and know-how
which is identified as a result in the achievement report or any intermediate report(s), whichshall be prepared pursuant to Article 6 and relate to the purpose of the Entrusted Research.

1.2“Intellectual Property Rights” means any and all world-wide intellectual property rights,
including, but not limited to, patent rights, utility model rights, design rights, copyrights,
trademark rights, know-how and the rights to obtain these rights.

1.3“Invention(s)” includes any invention, idea, device, design, works of authorship, mark, knowhow, and any other proprietary information, which is subject to the protection of Intellectual
Property Rights.

1.4“Application(s)” means an application for a patent right, utility model right, trademark rightor design right, a request for the registration of a circuit layout right, an application for theregistration of a plant variety breeder’s right, and a request, registration and/or application(including provisional application) of any right in any jurisdiction that is the same as orequivalent to any of the foregoing.

1.5“Partner Designated Third Party” means any entity to whom the Partner commits production
or manufacturing in a license agreement, a joint application agreement or otherwise, throughdiscussion between the University and the Partner.

1.6“Research Coordinator” means a person of the University who has the right to coordinate theEntrusted Research, including but not limited to, managing daily works and schedules, andarranging meetings for confirming the progress.

2

Mutual Cooperation in Entrusted Research

Subject to the terms and conditions of this Agreement, the University shall conduct the Entrusted
Research.
3

Research Period

The research period of the Entrusted Research shall be as set forth in Paragraph 9 of the Agreement
Particulars.
4

Researcher

4.1

The University shall assign the Principal Investigator set forth in Paragraph 6 of the Agreement
Particulars who will manage the total progress of the research as its researcher to participate in
the Entrusted Research.

4.2

The University may change the Principal Investigator set forth in Article 4.1 above, with theprior consent of the Partner.

5

Research Collaborator

3

5.1

If the University needs to obtain the participation of any person other than the listed researcher
for the purpose of the conduct of the Entrusted Research, the University may, upon obtaining
the prior consent of the Partner, allow any person of the University other than the listed
researcher, including a student, to act as a research collaborator.

6

Completion of Entrusted Research and Preparation of Reports

6.1

The Entrusted Research shall be deemed to have been completed upon the occurrence of any
event described below. The day when the Entrusted Research is deemed to have been
completed shall be referred to as the “Research Completion Date”.
(1)
(2)

(3)

When both Parties agree that the Research Purpose set forth in Paragraph 4 of theAgreement Particulars has been achieved or realized;
When the University or the Partner determines that it is impossible or otherwise
significantly difficult to achieve or realize the Research Purpose set forth in Paragraph
4 of the Agreement Particulars, and both Parties agree with such determination, or thedate that the Entrusted Research is discontinued pursuant to Article 11; orWhen the Research Period set forth in Paragraph 9 of the Agreement Particulars expires(or as extended under Article 11).

6.2

Achievement Report(s)Within thirty (30) days after the Research Completion Date, the University shall make theachievement report with respect to any Research Result which has been obtained during the
Research Period of the Entrusted Research.

6.3

Intermediate Report
An intermediate report shall be prepared, at least at every year-end of each year of the Research
Period in case such Research Period is over one year, for the purpose of checking the progressof the Entrusted Research.

7

Allocation of Research Expenses

The Partner shall bear the following research expenses, which shall be required for the conduct of the
Entrusted Research. The payment amount shall be as set forth in Paragraph 10 of the Agreement
Particulars.
(1)

The expenses directly required for the conduct of the Entrusted Research, including, but
not limited to, honoraria, travel expenses, facilities expenses, expendable items expenses,
and light, fuel and water expenses (other than ordinary expenses required for the
maintenance and management of the University’s facilities and equipment), as well as
the research support expenses which shall be determined pursuant to the applicableprovision of the University's rules, plus any applicable consumption tax and local
consumption tax (collectively, the “Research Costs”).

(2)

The expenses required for ordinary maintenance and management of the University’s
facilities and equipment (the “Indirect Cost”).

8

Payment of Research Expenses

8.1

The Partner shall pay the Research Expenses set forth in Paragraph 10 of the Agreement
Particulars by the due date of payment prescribed by the University in accordance with theapplicable invoice issued by the University.

8.2

If the Partner fails to pay the Research Expenses by the due date of payment in accordance4with Article 8.1, the University shall be entitled to charge the Partner delay charges at the rateof three percent (3%) per annum for the unpaid outstanding amount on a daily pro-rata basis
covering the period from and including the day immediately following the due date forpayment up to and including the day of actual payment. Upon request from the University, thePartner shall pay such charges.
9

Ownership of Facilities, etc. Acquired by Research Expenses

Any and all facilities, equipment, supplies, etc., that are acquired using the Research Expenses set
forth in Paragraph 10 of the Agreement Particulars shall be owned by the University.
10

Provision of Facilities and Equipment

10.1

The University and the Partner shall make available to the Entrusted Research their own
facilities and equipment set forth in Paragraph 11 of the Agreement Particulars.

10.2

The University may use free of charge the equipment owned by the Partner which is set forthin Paragraph 11 of the Agreement Particulars, with the consent of the Partner, in order to makethe same available for the use for the Entrusted Research. In this case, the ownership of such
equipment may be transferred to the University free of charge upon agreement between the
University and the Partner. The University shall retain custody of such equipment acceptedfrom the Partner with the duty of care of a good manager, from the time of completion of theinstallation of that equipment until the transfer of the ownership to the University orcommencement of the return of that equipment.

10.3

Any expenses required for the carrying-in, installation, removal and carrying-out of theequipment provided in Article 10.2 shall be borne by the Partner.

11

Discontinuation of Research or Extension of Period

If there arises any contingency that was not foreseeable at the outset of the Entrusted Research,
including acts of God or any other force majeure or other unavoidable circumstance that causes any
delay in the Entrusted Research, the Entrusted Research may be discontinued or the Research Period
may be extended through discussion between the Parties. In such case, neither the University nor thePartner shall be liable for any damages, losses, liability, etc., which are incurred on the part of the otherParty in conjunction with such discontinuation or extension of the Entrusted Research.
12

Treatment of Research Expenses, etc., at Completion of Research

12.1

If it becomes likely that, as a result of the extension of the Research Period of the Entrusted
Research under Article 11, there would be a shortage in funds for the Research Expenses, theUniversity shall immediately notify the Partner in writing. In such case, the Partner shalldetermine whether or not it will bear the shortage in the Research Expenses through discussion
with the University.

12.2

If the Entrusted Research is discontinued in accordance with Article 11 or by the terminationof this Agreement, where there is any unused surplus in the Research Costs paid pursuant to
Article 8.1 above, the Partner may demand the University to refund the amount of such surplus.
Upon demand from the Partner for the refund, the University shall accommodate the paymentof such refund.

12.3

When the University has completed the Entrusted Research, the University shall return to thePartner any equipment accepted from the Partner pursuant to Article 10.2 with respect to which
the ownership thereof has not been transferred to the University. Such equipment shall be5returned in the state that it was in as of the Research Completion Date.
13

Notice of Inventions

If any researcher or research collaborator of the University (collectively, a “Researcher”) has
conceived any Invention as a result of the Entrusted Research, the University shall promptly notify thePartner.
14Intellectual Property

14.1

TITLE TO INVENTIONS. All Intellectual Property Rights for an Invention conceived as aresult of the Entrusted Research shall be solely owned by the University.

14.2

APPLICATION FOR INVENTIONS. The University shall notify the Partner promptly after
having made the Invention under Article 14.1, and may file an Application at its own discretionfor such Invention. If the Partner exercises its license option for any countries as describedin Article 14.3, the Partner shall notify the University and the University will file an Applicationin such countries.

14.3

LICENSING OPTION. In the event that the Application for the Invention is filed in any
jurisdiction, the Partner has the exclusive option to elect from the following licenses by
notifying in writing to the University within a certain period after the filing date for such
Application as set forth in Article 15 (the “Option Period”). The University and the Partner
shall enter into the license agreement after the discussion of the commercially reasonable terms
and conditions within three (3) months after exercise of the option.
A. a non-exclusive, non-transferable, royalty-bearing license without the right to sub-license(in a designated field of implementation), the Partner to implement the Intellectual
Property Rights for the Invention in Japan and/or any other countries elected by the Partner,
provided that the Partner agrees to (i) demonstrate reasonable efforts to commercialize theInvention in the public interest and (ii) pay all prosecution and maintenance costs in all
countries, including Japan, in which the Partner is granted a non-exclusive license rightunder this paragraph; or
B. an exclusive, non-transferable, royalty-bearing license with the right to sub-license (in adesignated field of implementation), the Partner to implement the Intellectual Property
Rights for the Invention in Japan and/or any other countries elected by the Partner;
provided that the Partner agrees to (i) demonstrate reasonable efforts to commercialize theInvention in the public interest and (ii) pay all prosecution and maintenance costs in all
countries, including Japan, in which the Partner is granted an exclusive license right under
this paragraph .

15

Option Period

15.1

The Option Period shall be up to eighteen (18) months from the filing date of the Applicationin any jurisdiction of any Invention conceived as a result of the Entrusted Research, and shallbe determined in an option agreement in writing between the Parties.

15.2

If the Partner wishes to extend the Option Period during the first Option Period, the Partner
shall request an extension from the University, and upon obtaining the University’s consent,
may extend the Option Period in writing.

15.3

If the Partner intends to use and profit from the Intellectual Property Rights related to any
Invention conceived as a result of the Entrusted Research during the Option Period, the Partner
6

shall consult with the University in advance.
16

Basic Understanding in Implementation of Research Result

With respect to the implementation of the Research Result including the Inventions, the University
and the Partner shall discuss and/or negotiate, giving consideration to the following facts andrequirements:
(1)
(2)
(3)
(4)

(5)

17

that Intellectual Property Rights were acquired as a result of the Entrusted Research;that one of the University’s obligations is to use its Research Result for society ingeneral;that the University has no plan to commercialize or exploit the Intellectual Property
Rights by itself;that the relevant Intellectual Property Rights came from the Research Result, which wasachieved as a result of incurring labor costs for the Researchers in addition to the
Research Expenses provided in Article 7, or as a result of the use of the Parties’
respective facilities and/or equipment; andthat if any revenue is raised from the relevant Intellectual Property Rights, the University
shall have the obligation to pay “Reasonable Consideration” as defined in Article 35of the Japanese Patent Law to the Researcher of the University who conceived theInvention relating to such Intellectual Property Rights, in accordance with the
University’s respective rules and other procedures.

Implementation by the University

Subject to the compliance with the confidentiality obligations under Articles 22, 24 and 25, theUniversity may use the Research Result free of charge in its educational and research activities.
18

Grant of License to Third Parties

18.1

If, notwithstanding the fact that the Partner or the Partner Designated Third Party entered into
an exclusive license agreement with the University relating to the Intellectual Property Rights
as a result of the exercise of the option by the Partner pursuant to Article 14.3(B), such party
fails to implement such Intellectual Property Rights without a legitimate reason after the
expiration of the period commencing from and including the day immediately following the
day when the Application is filed in any jurisdiction of the relevant Intellectual Property Rights
set forth in Paragraph 14 of the Agreement Particulars (the “Implementation Target Period”),
the University may, after hearing the request of the Partner or any Partner Designated Third
Party, terminate the exclusive license agreement entered into with the Partner or any Partner
Designated Third Party, and grant a license of such Intellectual Property Rights to any third
party (other than the Partner or any Partner Designated Third Party) (the “University
Designated Third Party”); provided, however, that a different period from the
Implementation Target Period may be agreed to in the exclusive license agreement.

18.2

Even where the University has granted a license to the Partner or any Partner Designated Third
Party as a result of the exercise of the option by the Partner pursuant to Article 14.3, if it isfound that the grant of such license significantly damages the public interest, the University
may discuss such situation with the Partner after giving written notice to the Partner. If therelevant situation does not change regardless of such discussion, the University may, terminate
the license to the Partner or any Partner Designated Third Party, and grant a license of such
Intellectual Property Rights to any University Designated Third Party.

19

Royalties
7

19.1

When the Partner or any Partner Designated Third Party intends to implement any Intellectual
Property Rights related to any Invention conceived as a result of the Entrusted Research, thePartner shall pay, or cause such Partner Designated Third Party to pay, to the University aroyalty, which shall be defined in the applicable license agreement.

20

Identification of Know-How

20.1

If either Party desires to keep confidential any proprietary information which was created as aresult of the Entrusted Research, the University and the Partner shall promptly discuss andidentify the same in writing.

20.2

If both Parties agree to keep such proprietary information confidential (the “Know-How”), thenthe Know-How shall not be disclosed to any third party without the prior written consent of
the other Party. The confidentiality period for the Know-How starts from the day ofidentification of such Know-How to the end of the period set forth in Paragraph 12 of theAgreement Particulars; provided, however, that the period may be changed by agreement of
the Parties from the period set forth in Paragraph 12 of the Agreement Particulars.

21

Treatment of Materials, Know-How

Any copyrightable materials or Know-How created as a result of the Entrusted Research shall betreated in the same manner as set forth in Articles 14 through 19, and the Parties shall discuss anddetermine how to treat such materials and Know-how, taking into account the basic understanding
regarding the implementation of the Research Result as set forth in Article 16.
22

Provision of Information

22.1

The Partner shall disclose at its discretion to the University any information, document andmaterial (”Materials”), which it deems necessary for the conduct of the Entrusted Research,
except those in respect of which any obligation of confidentiality is owed to a third party.

22.2

The University shall not use any Materials for any other purpose than the purposes of thisAgreement without the written consent of the Partner. Further, each Party may enter into aseparate agreement through discussion if the Parties desires to treat the Materials in a particularmanner.

22.3

The University shall promptly return to the Partner after the Research Completion Date all
Materials that were provided by the Partner on the condition that they be so returned.

23

Authorized Technology Licensing Organizations

The University may entrust some of the tasks as set forth in Articles 14 through 22 to an authorized
technology licensing organization (“Authorized TLO”, an organization authorized under the Law
Promoting Technology Transfer from Universities to Industry (Law No. 52 of 1998), and in thisAgreement refers to TODAI TLO Ltd. or the Foundation for the Promotion of Industrial Science).
The University shall ensure that the Authorized TLO complies with the University’s obligations under
this Agreement.
24

Confidentiality

24.1

Neither Party shall disclose to any third party other than any person of such Party who needs
to know the information in order to conduct and manage the Entrusted Research (the“Recipient”) any information provided or disclosed by the other Party during the Entrusted
8Research which is marked as confidential at the time of the submission or disclosure from theother Party, or which is disclosed orally with a statement upon such disclosure that it isconfidential and the disclosing Party notifies the other Party in writing within 30 days after thedisclosure that such information is confidential (collectively the “Confidential Information”).
Further, the receiving Party shall cause its Recipients to hold such Confidential Information in
confidence even after the Recipient leave their work position; provided, however, that
Confidential Information shall not include any information which, it can be demonstrated:
(1)
(2)
(3)
(4)
(5)
(6)
24.2

was already possessed by the receiving Party at the time of the provision or disclosure;
was already part of the public domain at the time of the provision or disclosure;
becomes a part of the public domain after the provision or disclosure without fault of thereceiving Party;
was lawfully acquired, without any confidentiality obligations, from a third party who
has the legitimate right to such information;
was independently developed and/or acquired by the receiving Party without reference
to the Confidential Information disclosed by the other Party; or
was excluded by the prior written consent of the other Party.

If the Party is required by a competent court or administrative institution to disclose any
Confidential Information of other Party under any law or regulation, it may disclose suchinformation to such court or administrative institution; provided, however, that:
(1)
(2)
(3)
(4)

it shall advise, to the extent reasonably possible, the other Party of the content prior to
the disclosure;it shall make the disclosure only to the extent that is subject to such lawful order todisclose;it shall expressly state in writing, upon disclosure, that such information is confidential;
and,it shall, in accordance with the applicable laws and regulations, take all reasonable steps
to protect such information through consultation with the other Party, if possible.

24.3

The each Party shall, and shall ensure that its Recipients shall, not, without the prior writtenconsent of the other Party, use the Confidential Information for any purpose other than for thisAgreement.

24.4

Articles 24.1 through 24.3 shall survive the Research Completion Date for the period set forthin Paragraph 13 of the Agreement Particulars first written above; provided, however, that such
period may be extended or shortened upon written agreement by the Parties.

25

Public Release of Research Result

25.1

The Research Result shall, in principle, be publicly released in the light of social mission of
the University. The University may disclose, announce or publicly release the Research
Result (or where the Research Period continues for more than one year, the Research Result
acquired in the relevant fiscal year) with a written notice to the Partner stating the contents ofsuch release no later than 30 days prior to the scheduled day of the public release of the
Research Result. Further, the University may clearly indicate that the Research Result is theresult of the Entrusted Research after obtaining the prior written consent of the Partner.

25.2

The Partner may disclose, announce or publicly release the Research Result only after it was
released by the University pursuant to Article 25.1. If the Partner so desires to release the
Research Results, it shall notify the University in writing of the contents of such release nolater than 30 days prior to the scheduled day of such release.

9

26

Termination of Agreement

26.1

If any of the following events occurs, either Party may demand in writing that the other Party
remedy the situation within a reasonable remedial period, and may immediately terminate thisAgreement in the event that such situation is not remedied within such period:(1)(2)

The other Party has committed any illegal, improper or unjust act; or
The other Party has breached any provision of this Agreement.

26.2 If any of the following events occurs, either Party may immediately terminate this Agreement
by giving a written notice to the other Party:
(1)
(2)
(3)

27

The other Party has become subject to the disposition of revocation or suspension ofbusiness by the competent supervising authority;
The other Party has become subject to any provisional attachment, preservative
attachment or auction or has become subject to the attachment for failure to pay tax; orThe filing for corporate arrangement, corporate reorganization, civil rehabilitation,
bankruptcy or special liquidation has been made by or against the other Party, or when
the other Party has become subject to the disposition of the suspension of banking
transaction.

No Representation and Warranty

THE UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, CONCERNING THE RESEARCH OR ANY INTELLECTUAL
PROPERTY RIGHTS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT,VALIDITY OF ANY INTELLECTUAL PROPERTY RIGHTS OR CLAIMS, WHETHER ISSUED
OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOTDISCOVERABLE.
IN NO EVENT SHALL THE UNIVERSITY, ITS TRUSTEES, DIRECTORS, OFFICERS,EMPLOYEES, STUDENTS AND AFFILIATES, BE LIABLE FOR DAMAGES OF ANY KIND,INCLUDING ACTUAL, ORDINARY, INCIDENTIAL, CONSEQUENTIAL, ECONOMICDAMAGES OR INJURY TO PERSONS OR PROPERTY AND LOST PROFITS, REGARDLESSOF WHETHER THE UNIVERSITY SHALL BE ADVISED, SHALL HAVE OTHER REASON TO
KNOW OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE
FOREGOING. THIS ARTICLE 27 SHALL SURVIVE THE EXPIRATION OR ANY EARLIERTERMINATION OF THIS AGREEMENT.
28

Term of Agreement

28.1

The term of this Agreement shall be coterminous with the Research Period of the Entrusted
Research.

28.2

The provisions of Article 6.2, Article 8, Article 9, Article 10 (excluding Article 10.1), Articles
12 (excluding Article 12.1) through 25 (excluding Article 22.1), Article 27, Article 28.2 andArticles 30 through 34 shall survive after the expiration of this Agreement for the period
provided (if any) in each of such provisions or until all the respective subject matters therein
are no longer applicable.

29.

NoticeAll notices required or permitted to be given under this Agreement shall be in writing, and shall begiven by an e-mail or facsimile or prepaid registered airmail letter to the addresses shown below or to10

such other addresses as the Parties may designate in writing. Notices given by e-mail or facsimile
shall be deemed to have been received on the day following its dispatch, and notice given by registeredairmail shall be deemed to have been received thirty (30) business days after mailing in case the dateof such receipt cannot be identified.
The University:[to be provided]
The Partner:[to be provided]30

Use of Name

Neither Party will use the name of the other in any advertising or other form of publicity without
written permission of the other. As an example for the University, the Partner shall not use the sameof “University of Tokyo” or any variation, adaptation or abbreviation thereof, or that of any of its
trustees, officers, faculty, students, employees or agents, or any trademark owned by the University.
31

Force Majeure

Neither Party shall be responsible to the other for failure to perform any of the obligations imposed bythis Agreement, provided such failure shall be occasioned by fire, flood, explosion, lightning,
windstorm, earthquake, subsidence of soil, failure or destruction, in whole or in part, of machinery or
equipment, or failure of supply of materials, discontinuity in the supply of power, governmental
interference, civil commotion, riot, war, strikes, labor disturbance, transportation difficulties, labor
shortage or any other cause beyond its reasonable control.
32

Discussion

If it is necessary to provide for any matter that is not expressly set forth in this Agreement, thedetermination shall be made through discussion between the Parties.
33

Governing Law and Jurisdiction

33.1

This Agreement shall be governed by laws of Japan.

33.2

All disputes relating to this Agreement shall be submitted to the exclusive jurisdiction of theTokyo District Court (main office) as the court of the first instance.

34

Export Controls/Economic Sanctions

The Partner agrees to comply with applicable export controls and economic sanctions laws andregulations. Further, the Partner remains solely responsible for complying with such laws andregulations in all instances, including obtaining all necessary export authorizations and licenses.
( End of the Agreement )11