SPONSORED RESEARCH AGREEMENTTHIS SPONSORED RESEARCH AGREEMENT (this “Agreement”) is made and entered into
effective as of [MONTH] [DAY], [YEAR] by and between KEIO UNIVERSITY, having its
principal place of business at 2-15-45 Mita, Minato-ku, Tokyo 108-8345, Japan (“University”),
and [NAME OF COUNTERPARTY], having its principal place of business at [ADDRESS] (the“Company”). Each of University and Company may be referred to herein individually as a“Party” or collectively as the “Parties.”
In consideration of the mutual covenants and promises herein contained, University and Company
agree as follows:
Article 1

DEFINITIONS.

In addition to the terms defined elsewhere in this Agreement, capitalized terms used in thisAgreement have the respective meanings set forth below:“Completion Date” means the date on which the Research Project is completed, terminates or iscancelled pursuant to this Agreement.
“Invention” means any idea, concept, invention, discovery, development, work of authorship,
modification, improvement and other technology, whether patentable or not, that is subject to theprotection of the Intellectual Property Rights.
“Implement” or “Implementation” of Intellectual Property Rights shall refer to the acts stipulated
in Article 2, Paragraph 3 of the Patent Act of Japan (Law No.121 of 1959, as amended), the acts
stipulated in Article 2, Paragraph 3 of the Utility Model Act of Japan (Law No.123 of 1959, as
amended), the acts stipulated in Article 2, Paragraph 2 of the Design Act of Japan (Law No.125
of 1959, as amended), the acts stipulated in Article 2, Paragraph 3 of the Act on the Circuit Layoutof a Semiconductor Integrated Circuits of Japan (Law No.43 of 1985, as amended), the acts
stipulated in Article 2, Paragraph 5 of the Plant Variety Protection and Seed Act of Japan (Law
No.83 of 1998, as amended), the acts stipulated in Article 2, Paragraph 1.15 and Article 19 of the
Copyright Act of Japan (Law No.48 of 1970, as amended), in each case as applicable, including
acts concerning similar, corresponding or equivalent rights to the above rights anywhere in theworld, and the use of Know-how.
“Intellectual Property Rights” means all rights in and associated with any and all (i) issued andunexpired patents under Patent Act of Japan, registered and unexpired utility models under theUtility Model Act of Japan, issued and registered designs under Design Act of Japan, registeredand unexpired trademarks under the Trademark Act of Japan, registered and unexpired layoutdesign exploitations under Act on the Circuit Layout of a Semiconductor Integrated Circuits ofJapan or registered and unexpired variety under the Plant Variety Protection and Seed Act of Japan,(ii) copyrights in works (including, but not limited to, computer program work and database work)
under the Copyright Act of Japan, (iii) any similar, corresponding or equivalent rights to any of
the foregoing anywhere in the world, (iv) applications and registrations therefor, and (v) Knowhow.
“Know-how” means information or materials of a proprietary or confidential nature, but thatcannot be established as or does not fall under any of those rights set forth in (i) through (iv) of
the definition of “Intellectual Property Rights.”“Losses” mean losses, liabilities, damages, costs and expense, including reasonable attorneys’

1fees and expenses and costs of investigation and defense.
“Research Project” means the research project set forth in Schedule A.
“Research Result” means any tangible or intangible result developed, acquired or reduced topractice in the course of the Research Project, including, without limitation, any invention,technical information, data, know-how and materials that relate to the purpose of the Research
Project.
Article 2

RESEARCH PROJECT.

2.1
The scope of work of University under the Research Project is described in Schedule
A. University shall use its reasonable efforts to perform its work under the Research Project inaccordance with the terms and conditions of this Agreement.
2.2
University shall assign a principal investigator who directs and supervises the
Research Project (the “Principal Investigator”) as set forth in Schedule A. [University may
assign a research manager (a “Research Manager”) who conducts the Research Project under the
direction and supervision by the Principal Investigator.] University may use any of its officers,
employees or students in the performance of the Research Project (collectively with the Principal
Investigator [and the Research Manager], the “Researchers”). University may replace, add or
remove its Researchers [(other than its Principal Investigator)] at its sole discretion upon priorwritten notice to Company.
2.3
The Parties may at any time amend the Research Project by mutual writtenagreement.
2.4
Company acknowledges and agrees that nothing in this Agreement shall be
construed to limit the freedom of University or its Researchers from engaging in research similar
to the Research Project.
[2.5
If an applicable committee or organ of University determines that the Research
Project has deviated from the purpose, scope and manner originally intended or is inappropriate
under the ethics rules and other internal rules of University, University may, at its discretion,
amend or discontinue the Research Project without any liability.]
Article 3

RESEARCH EXPENSES.

3.1
Company shall bear such costs and expenses (including, without limitation,
University’s general administration costs) necessary for or relating to the conduct of the Research
Project as set forth in Schedule A (the “Research Expenses”).
3.2
Unless otherwise agreed by the Parties, Company shall pay the Research Expenses
to University within [sixty days from the date of this Agreement] or [on or before the due date set
forth in the applicable invoice issued by University]. All payments by Company hereunder shallbe made by wire transfer to the bank account as instructed separately by University.
3.3
In the event of early termination of this Agreement or discontinuation of the Research
Project pursuant to Article 16, Company shall pay all Research Expenses which have been
incurred by University up to the date of such termination or discontinuation.
3.4

All payments by Company hereunder shall be made without any withholding or2

deductions unless withholding is required by applicable laws. If any taxes are withheld underapplicable laws, Company shall forthwith pay such additional amount as is necessary to ensurethat the net amount actually received by University is equal to the amount that University would
have received as if no tax had been withheld.
Article 4

SITE; FACILITY; EQUIPMENT.

4.1

The Research Project shall be conducted at the site specified in Schedule A.

4.2
University may request Company to provide University with, and Company shallprovide, any equipment, instrument, apparatus or installation owned or used by Company(collectively, “Equipment”) in order for University to carry out its performance of the Research
Project. University shall use and maintain such Equipment made available by Company using
due care of a good manager commencing upon the installation of the Equipment at University’s
research facility and continuing until the completion of the Research Project. Company shallremove the Equipment installed at University’s research facility promptly after the completion of
the Research Project. Any and all expenses for the delivery, installment and installation of theEquipment pursuant to this Article 4.2 shall be borne by Company.
4.3
All materials, supplies and other equipment purchased for the Research Project withfunds provided under this Agreement, shall remain the property of University after completion of
the Research Project.
Article 5

RESEARCH REPORT.

5.1
University shall generally keep Company reasonably informed, orally or in writing,of the progress or results of the work performed in connection with the Research Project.
5.2
University shall prepare and submit to Company a final written report of the
Research Project within [sixty] calendar days after the Completion Date or at such other time as
mutually agreed between the Parties.
Article 6

RESEARCH MATERIALS.

6.1
The Parties agree that, except as prohibited by applicable law or as would result in a
breach of any contractual obligation to a third party, each Party will disclose to the other Party allmaterials, information or data that are necessary for the performance of the Research Project(collectively, the “Research Materials”).
6.2
Neither Party may use any Research Materials provided by the other Party for any
purposes other than conducting the Research Project without the prior written consent of the otherParty. Unless the Parties agree otherwise, the Research Materials shall be considered the“Confidential Information” of the Party providing them.
6.3
Each Party shall promptly return any Research Materials provided by the other Partyat the other Party’s request [or upon any termination or expiration of this Agreement].
Article 7

OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS.

7.1
All right, title and interest in and to all Intellectual Property Rights in any Invention
developed, conceived or reduced to practice in the performance of the Research Project by the
Principal Investigator or Researcher of University (a “University Invention” and “University

3Intellectual Property”) shall be owned solely by University. Notwithstanding the immediately
preceding sentence, in the event that the element of an Invention developed, conceived or reduced
to practice in the performance of the Research Project was substantially embodied in the ResearchMaterials provided by Company, all right, title and interest in and to all Intellectual Property
Rights in such Invention (a “Joint Invention” and “Joint Intellectual Property”) shall be jointly
owned by the Parties. The Parties shall consult with each other to evaluate the degree ofcontribution of each Party to the Joint Intellectual Property in order to determine the proportionof ownership of the Joint Intellectual Property.
7.2
Notwithstanding Article 7.1, if University does not assume an ownership interest in
the Intellectual Property Rights in any Invention, developed, conceived or reduced to practice inthe performance of the Research Project by one or more of its Researchers due to University’s
internal regulations or any other reason, Company shall consult with the relevant Researcher(s)of University in order to determine the ownership of, and address any other issues with respect to,such Intellectual Property Rights.
7.3
If the Intellectual Property Rights in any Invention is copyrighted, neither Party may
exercise its author’s moral rights (chosakusha jinkakuken) stipulated under Articles 18 through20 of the Copyright Law of Japan against the other Party or any third party who is duly granted alicense to such Intellectual Property Rights.
Article 8

PROSECUTION.

8.1
University may solely file a patent application or other applications for theregistration of any Intellectual Property Rights in Japan or in any foreign jurisdiction (an“Application”) with respect to any University Invention at its sole discretion. University shallprovide Company with prior notice of its intention to file such Application.
8.2
The Parties may jointly file an Application with respect to any Joint Invention,
provided that the Parties have first executed a joint application agreement between the Parties
setting forth, among other matters, the content of the application, the application process and themaintenance.
8.3
Notwithstanding Article 8.2, either Party may solely file an Application with respect
to the Joint Invention if the other Party agrees, through mutual consultation between the Parties,
to assign its right, title and interest in and to such Joint Invention to the filing Party. The
assigning Party shall cooperate with the filing Party to ensure the prompt filing of an Application
for and prosecution of any such Joint Invention.
8.4
All costs and expenses relating to the filing, prosecution and maintenance, including,but not limited to, patent attorneys’ fees and other expert fees, with respect to any Joint Invention
filed jointly by the Parties shall be borne by Company.
Article 9

UNIVERSITY INTELLECTUAL PROPERTY.

9.1
For a period of twelve months from the Completion Date (the “License Option
Period”), Company shall have a preferential right to elect, by written notice to University, toreceive from University a license to the applicable University Intellectual Property. In the eventthat Company elects to exercise such preferential right, the Parties shall discuss, for a period of
up to three months from the date of such election, which may be extended upon agreement
between the Parties, the terms and conditions, including the license fee or royalty, payable byCompany to University pursuant to such license. If the Parties cannot reach an agreement on

4the terms and conditions of the license within said three-month period, University may grant to
any third party an exclusive or non-exclusive license to the relevant University Intellectual
Property.
9.2
During the License Option Period, University shall not license or otherwise disposeof the relevant University Intellectual Property provided that Company bears the costs andexpenses of the maintenance of the University Intellectual Property.
9.3
University may, in its discretion, assign all or a part of University Intellectual
Property to Company on terms and conditions to be mutually agreed (including, if applicable, alicense back to such University Intellectual Property to University). If the University
Intellectual Property so assigned is copyrighted, the rights stipulated under Articles 27 and 28 of
the Copyright Law of Japan will also be assigned to Company; provided, however, that University
reserves its rights with respect to routine, module and other rights that can be used for otherprogramming.
Article 10 JOINT INTELLECTUAL PROPERTY.
10.1
University agrees to not Implement any Joint Intellectual Property for any purpose
other than educational, experimental or research purposes. In consideration of University not
Implementing the Joint Intellectual Property except for the limited purposes set forth in thisparagraph, Company agrees to Implement any Joint Intellectual Property only in accordance witha license agreement to be entered into by Company and University with respect to the
Implementation of such Joint Intellectual Property. Company shall pay to University, inconnection with such Implementation, a compensatory royalty in accordance with such license
agreement to be agreed by the Parties.
10.2
University agrees to not grant to any third party a license to Implement its rights in
the Joint Intellectual Property without Company’s prior written consent. Notwithstanding
anything contrary herein provided, University may grant to a third party a license to use the Joint
Intellectual Property without Company’s prior written consent in the following cases:(i)
if Company fails to execute a license agreement with University pursuant to Article
10.1 without any reasonable cause within three years from the Completion Date, orotherwise seeks to Implement any such Joint Intellectual Property other than pursuant toany such license agreement; or(ii) if Company fails to pay any compensatory royalty in accordance with the license
agreement entered into pursuant to Article 10.1.
10.3
Company may grant a third party a non-exclusive license to the Joint Intellectual
Property provided that Company first executes a license agreement with University setting forth,among other matters, the allocation of any license fee or royalty received from any such third
party as between the Parties.
10.4
Unless otherwise provided in this Agreement, neither Party may transfer, grant a
security interest in, grant a license to or otherwise dispose of its right, title or interest in or to the
Joint Intellectual Property to any third party without the prior written consent of the other Party.
10.5
Each Party shall notify the other Party in writing before abandoning its right, title orinterest in and to any Joint Intellectual Property.

5Article 11

RESEARCH RESULTS.

11.1
Subject to Article 7, all right, title and interest in and to the Research Results shallbe solely owned by University.
11.2
Except as otherwise expressly provided herein, University may use, free of charge,
any Research Results for educational, experimental and research purposes without Company’s
prior consent.
11.3
In the event that Company wishes to Implement any Research Results owned by
University, the Parties shall consult with each other and discuss the terms and conditions of thelicense, including any license fee or royalty payable by Company to University in connection withsuch Implementation.
Article 12 KNOW-HOW.
In the event that University believes that Know-how has been developed, acquired or reduced topractice in the performance of the Research Project, University may designate the same as Knowhow and determine the period during which the Know-how shall be kept confidential.
Article 13 NO SUBCONTRACT.
Neither Party may subcontract or otherwise delegate to any third party, in whole or in part, theperformance of any of its obligations regarding the Research Project without the prior writtenconsent from the other Party.
Article 14 CONFIDENTIALITY.
14.1
The term “Confidential Information” means any and all technical information ormaterials, including, but not limited to, the Research Materials, furnished by one Party (the“Disclosing Party”) to the other Party (the “Receiving Party”) that (i) is in electronic, written orother tangible form and clearly marked as “Confidential”, or (ii) is disclosed orally or visuallyand designated as confidential at the time of the oral or visual disclosure and, further, within thirtydays after the oral or visual disclosure, the summary of which is furnished to Receiving Party inwriting clearly marked as “Confidential”.
14.2
The term “Confidential Information” does not, however, include information that (i)is or becomes within the public domain through no act of the Receiving Party or its
Representatives in breach of this Agreement; (ii) is already in the Receiving Party’s possession
without obligation of confidentiality at the time of disclosure and the Receiving Party; (iii) has
been lawfully obtained by the Receiving Party from a third party having the right to make thedisclosure who places no obligation of confidence upon the Receiving Party; or (iv) is
independently developed by the Receiving Party without access to or use of the Confidential
Information of the Disclosing Party.
14.3
The Receiving Party shall keep the Confidential Information confidential and shallnot, without the Disclosing Party’s prior written consent, disclose any Confidential Informationin any manner whatsoever, in whole or in part, to any third party; provided, however, that theReceiving Party may disclose the Confidential Information or portions thereof to its directors,
officers, employees, advisors and, in the case of University, students, (collectively,“Representatives”) (i) who need to know the Confidential Information to conduct the Research
Project and (ii) who have been advised of by the Receiving Party and have agreed to maintain the6confidential nature of the Confidential Information. The Receiving Party agrees to be
responsible for any and all breaches of this Article 14 by its Representatives.
14.4
The Receiving Party shall use any Confidential Information of the Disclosing Party
solely for the purpose of conducting the Research Project and shall not use, directly or indirectly,
any Confidential Information in whole or in part for any other purpose whatsoever.
14.5
In the event that the Receiving Party or any of its Representatives are requested
pursuant to, or required by applicable law, regulation or legal process to disclose any of theConfidential Information, the Receiving Party shall (unless prohibited by applicable law)
immediately notify the Disclosing Party of the existence, terms and circumstances surrounding
such request or requirement, and consult with the Disclosing Party on the advisability of taking
legally available steps to resist or narrow the request. In the event that disclosure of any
Confidential Information is legally required, the Receiving Party or its Representatives, as thecase may be, shall furnish only that portion of the Confidential Information which is legallyrequired and exercise all reasonable efforts to obtain reliable assurance that confidential treatment
shall be accorded to such Information.
14.6
At any time upon the request of the Disclosing Party subsequent to the Completion
Date, the Receiving Party shall, at its own expense, promptly deliver to the Disclosing Party, orat the Disclosing Party’s request, destroy, all copies of the Confidential Information (whether inwritten, electronic or other tangible format) in the Receiving Party’s or its Representatives’possession that was delivered to the Receiving Party by the Disclosing Party. Notwithstanding
the foregoing, the Receiving Party and its Representatives shall be permitted to retain Confidential
Information that would be unreasonably burdensome to destroy (such as archived computer
records) or to the extent required to comply with applicable law or regulation, provided that any
information so retained herein shall remain subject to the terms of this Article 14.
14.7This Article 14 will survive for two years after the termination of this Agreement.

Article 15 PUBLICATION.
University is not restricted from presenting at symposia or professional meetings, or frompublishing in journals or other publications, the Research Results acquired under the Research
Project; provided, however, that if such presentation or publication is made within two years fromthe Completion Date, Company shall be provided with copies of the proposed disclosure at least[thirty] calendar days before the presentation or publication date. Company may review the
proposed disclosure (i) to ascertain whether Company’s Confidential Information would be
disclosed by the proposed disclosure or (ii) to identify any potentially patentable Research Results
so that appropriate steps may be taken to protect such Research Results. Company shall provide
comments, if any, in writing within [fifteen] calendar days after delivery of the proposed
disclosure.
Article 16 DISCONTINUATION OF RESEARCH PROJECT.
16.1
Either Party may, after engaging in mutual consultation between the Parties,
discontinue the Research Project if it becomes impracticable for such Party to continue the
Research Project due to the occurrence of an event or circumstance beyond the reasonable controlof such Party, including acts of God.
16.2
Neither Party is liable for any Losses incurred by the other Party due to thediscontinuation of the Research Project pursuant to this Article 16.

7Article 17 EXPORT CONTROL.
17.1
Neither Party may provide any materials or information that it has been sold,transferred, leased or otherwise provided by the other Party hereunder, to any third party that
intends to undermine the maintenance of international peace and security.
17.2
In performing their respective obligations hereunder, the Parties shall comply with
the Foreign Exchange and Foreign Trade Act of Japan (Law No. 228 of 1949, as amended) andthe import rules and regulations of the relevant export designation, as well as the U.S. Export
Administration Regulations.
17.3
Company covenants that it will not disclose to University any information that
contains information, technology or data of which use, export, release or transfer is subject to any
governmental restriction or prohibitions, including the U.S. Export Administration Regulations,
without the prior written consent from University.
Article 18 TERM AND TERMINATION.
18.1
The term of this Agreement commences on the first day of the research period as set
forth in Schedule A and continues in effect until the submission of the report pursuant to Article
5.2 or unless earlier terminated in accordance with this Agreement.
18.2
writing.

The Parties may terminate this Agreement at any time by mutual agreement in

18.3
University may terminate this Agreement and any other agreement(s) related to thisAgreement upon written notice to Company:(i)if Company has breached any of its covenants or obligations contained in thisAgreement or such other agreement(s), and such breach has not been cured within thirtydays after written notice of such breach from University;(ii) in case of appointment of a trustee or receiver for all or any part of the assets ofCompany, insolvency, liquidation or dissolution of Company, filing of a petition inbankruptcy against or concerning Company, a general assignment by Company for the
benefit of creditor(s), or suspension of payment or banking transactions by Company;(iii) in case of any change in control of Company, consolidation or merger of Company
with or into a third party, the sale of all or substantially all of Company’s assets to a third
party, in each case that would render it infeasible to continue this Agreement;(iv)
orin case of cessation of the business of Company that pertains to the Research Project;(v)

in case of any other event that would render it infeasible to continue this Agreement.

18.4
Termination of this Agreement does not affect any of the Parties’ respective rights
accrued or obligations owed before termination, including the rights and obligations as toindemnification under Article 19.
18.5
Article 4 (excluding Article 4.1), Article 6.2, Article 6.3, Articles 7 through 12,
Article 14, Article 15, Article 17, Article 18.5, and Articles 19 through 23 shall survive

8

expiration or termination of this Agreement unless otherwise provided in this Agreement.
Article 19 INDEMNIFICATION.
Company shall indemnify and hold harmless University and its affiliates, directors, officers,
employees, agents and students against all Losses incurred by University arising from or inconnection with (i) a breach of this Agreement by Company, (ii) Company’s willful misconduct
or gross negligence, or (iii) any claim, suit or proceeding alleging that the Research Materials or
Equipment provided by Company infringe, misappropriate or violate the Intellectual Property
Rights or other rights of any third party.
Article 20 REPRESENTATION, WARRANTY, LIABILITY LIMITS.
20.1
UNIVERSITY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY
MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF THE
RESEARCH PROJECT, WHETHER ANY RESULTS WILL OBTAIN ANY RESEARCH
MATERIALS OR ANY INVENTION, PROCESS OR PRODUCT, WHETHER TANGIBLE OR
INTANGIBLE, CONCEIVED, DISCOVERED, DEVELOPED OR REDUCED TO PRACTICE
UNDER THIS AGREEMENT; THE OWNERSHIP, NONINFRINGEMENT, MERCHANTABILITY,
OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH, ANY RESEARCH
MATERIALS OR ANY SUCH INVENTION OR PRODUCT; OR THE ABSENCE OF CONTRACTNONCONFORMITY, WHETHER OR NOT DISCOVERABLE.
20.2
IN NO EVENT SHALL UNIVERSITY BE LIABLE FOR ANY INDIRECT,INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING LOSSOF PROFITS, OPPORTUNITY, OR REVENUE, INCURRED BY THE OTHER PARTY OR TO
ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDINGNEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

Article 21 GOVERNING LAW.
This Agreement and other agreement(s) related hereto shall be governed in accordance with thelaws of Japan.
Article 22 DISPUTE RESOLUTION.
Except with respect to actions seeking relief other than monetary compensation, any disputes,
controversies or differences which may arise between the Parties out of or in relation to or inconnection with this Agreement shall be finally settled by arbitration in Tokyo, Japan, in
accordance with the Rules of the Arbitration of the International Chamber of Commerce. Any
arbitration award granted shall be final and binding on the parties and shall not be subject toappeal and shall be enforceable in any court of competent jurisdiction. The language for thearbitration procedure shall be [Japanese] and there shall be three arbitrators. Each Party shallnominate an arbitrator. The two party-appointed arbitrators shall then nominate the third andpresiding arbitrator in consultation with the Parties.
Article 23 GENERAL.
23.1
Neither Party shall be liable for any failure to perform as required by this Agreement,
if the failure to perform is caused by circumstances reasonably beyond such Party’s control, suchas acts of God, labor disputes, accidents, civil disorders or commotions, failure of utilities, fire,9

explosion, or other such occurrences.
23.2
Any notice or communication required or permitted to be given hereunder shall begiven in writing and either by personal delivery, by facsimile, by registered or certified mail (withall postage and other charges prepaid) or by e-mail to the address shown below. Any noticedelivered by personal delivery, facsimile or e-mail shall be deemed given and effective at the timeof delivery. Any notice delivered by registered or certified mail shall be deemed given at theend of the tenth business day after it is posted.
University:

Company:[Title][Title][Address][Address]

Telephone: [Fax: [
Email: []Telephone: []Fax: []

Email: [

]
]
]

23.3
No provision of this Agreement may be waived, amended or modified, in whole orin part, nor any consent given, unless approved in writing by a duly authorized officer of theParties hereto.
23.4
Neither Party may assign, transfer or grant a security interest in, in whole or in part,either this Agreement or any of its rights or interests hereunder, or delegate, in whole or in part,any of its obligations hereunder, without the prior written approval of the other Party.
23.5
The failure at any time of a Party to require performance by the other Party of any
responsibility or obligation required by this Agreement shall in no way affect a Party’s right torequire such performance at any time thereafter, nor shall the waiver by a Party of a breach of any
provision of this Agreement by the other Party constitute a waiver of any other breach of the sameor any other provision nor constitute a waiver of the responsibility or obligation itself.
23.6
This Agreement does not confer any rights or remedies upon any third party and theirrespective successors and permitted assigns.
23.7This Agreement contains the entire agreement between the Parties concerning the
Research Project and supersedes any, written or oral, understandings, proposals, orrepresentations by and between the Parties.
23.8
In the event that any provision of this Agreement is deemed invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions of thisAgreement shall not in any way be affected or impaired thereby.
23.9
The headings contained in this Agreement are inserted for convenience only and do
not affect in any way the meaning or interpretation of this Agreement.
23.10

This Agreement has been negotiated and executed by the Parties in English.

10

In theevent any translation of this Agreement is prepared for convenience or any other purpose, theprovisions of the English version prevail.
23.11
This Agreement may be executed and delivered in separate counterparts, including
by facsimile or other electronic transmission, each of which, when so executed and delivered,shall be deemed to be an original, but such counterparts shall together constitute one and thesame instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

11IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in duplicate
by their duly authorized representatives as of the date first above written.

University:

Company:

Keio University[NAME OF COUNTERPARTY]____________________________________________________________

Name:

Name:

Title

Title

12

Schedule A
Description of Research Project
Theme
PurposeDescription ofEach Party’s
Roles
Research Period
University
Principal
Investigator
Research
Manager /Researcher
Research Site
Research
Expenses
Other Terms

13