MATERIAL TRANSFER AGREEMENTTHIS MATERIAL TRANSFER 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](“Recipient”). Each of University and Recipient 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 andRecipient agree as follows:
Article 1

TRANSFER OF MATERIAL.

University agrees to transfer the following materials owned by University (including its progeny,
propagations or derivatives if the material is DNA, cells, seeds or other propagative, proliferous
material; collectively, the “Material”) for use by Recipient in a research project, subject to theterms and conditions set forth in this Agreement.
Name of Material:
Description of Material:
Amount/Quantity of Material:
Creator or Administrator of Material:
Consideration:
Due Date for Payment:
Article 2

PURPOSE AND TERMS OF USE.

2.1
Subject to Recipient’s continued compliance with the terms and conditions of thisAgreement, University hereby grants to Recipient a non-exclusive license to use the Material
during the term of this Agreement solely for the following purpose (“Purpose of Use”) andunder the following terms of use.
Purpose of Use:
Terms of Use:
2.2
Recipient may not use the Material for any purpose other than the Purpose of Use.
Recipient may not disclose or transfer the Material to any third party without the prior writtenconsent of University.
2.3
Recipient may not use any Material that constitutes DNA, cells or drugs, or any
derivatives thereof, for research or testing in humans or in animals intended for humanconsumption.
2.4

Recipient shall use the Material in compliance with all Japanese and foreign laws,

1governmental regulations, guidelines that may be applicable to the transfer, use, handling,storage or disposition of the Material.
Article 3

RECIPIENT RESEARCHER; PLACE OF USE.

3.1
The Material shall be accessed and used only by the following person (the“Recipient Researcher”) and laboratory personnel under Recipient Researcher’s immediate anddirect supervision and control, and only at the following place (“Place of Use”). Recipient
may change the Recipient Researcher and Place of Use subject to the prior written consent of
University.
Recipient Researcher:Place of Use :3.2
University may, in its sole discretion, provide Recipient with information regardinguse, maintenance or control of the Material to the extent necessary to facilitate the Purpose of
Use.
Article 4

CONSIDERATION; COST.

4.1
In consideration of University’s transfer of the Material hereunder, Recipient shall
pay to University the consideration set forth in Article 1 plus any applicable consumption tax
thereon. Recipient shall pay such consideration and consumption tax (if any) on or prior to thedue date set forth in Article 1 via wire transfer to the bank account as separately designated by
University. Any and all costs incurred in connection with the wire transfer shall be borne by
Recipient.
4.2
Any and all costs and expenses incurred in connection with the delivery,
maintenance, repair, modification, return or any other use or disposal of the Material shall beborne by Recipient.
4.3
Any late payment hereunder shall bear interest of 5% per annum from the due dateuntil University’s receipt of full payment.
4.4
University will not be required to return any payment made hereunder for any
reason whatsoever.
Article 5

TITLE TO MATERIAL; NO TRANSFER OF RIGHTS.

Legal title and all other ownership interests in and to the Material shall at all times remain with
University. The transfer of the Material under this Agreement shall not grant or be deemed to
grant to Recipient any rights, title or interest in or to the Material other than those specificallyset forth in this Agreement. Without limiting the generality of the foregoing, University does
not, expressly or impliedly, grant to Recipient any license to any rights under or associated with(i) patents, utility models, designs, trademarks, copyrights or applications therefor, or any
similar, corresponding or equivalent rights to any of the foregoing, anywhere in the world, or(ii) knowhow (collectively, “Intellectual Property Rights”) in or to the Material as a result of thetransfer of the Material hereunder.
Article 6

MODIFICATION.

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Recipient may not, without University’s prior written consent, (i) modify the Material, whether
or not such modification is necessary for the Purpose of Use, or (ii) reverse-engineer orotherwise attempt to determine the chemical structure or sequence of the Material.
Article 7

LOSS OR DAMAGE.

If Recipient loses or damages the Material, University may require Recipient to submit a report
regarding the loss of or damage to the Material and including any information related thereto
that University may request. In case such loss or damage is caused by disaster, fire or theft,
Recipient shall attach to the report a certificate issued by a governmental authority or insurancecompany evidencing the loss of or damage to the Material.
Article 8

RETURN AND DISPOSAL OF MATERIAL.

Upon expiration or termination of this Agreement, Recipient shall, in accordance with
University’s instructions, return, destroy or otherwise dispose of the unused Material and used
Material.
Article 9

RESEARCH RESULTS.

9.1
If Recipient develops, conceives or reduces to practice any inventions, discoveries,
improvements, developments, or other technology in connection with the use of the Material(collectively, “Inventions”), all such Intellectual Property Rights in and to the Inventions shallbe jointly owned by the Parties. The Parties shall consult with each other to evaluate thedegree of contribution of each Party to the Inventions in order to determine the proportion ofownership of the Intellectual Property Rights in the Inventions. Recipient shall promptly
notify University of any Inventions conceived.
9.2
If either Party wishes to grant to a third party a license to the Inventions, the Parties
shall consult with each other in advance as to the allocation of any license fees or royalties inconnection with such license and other terms with respect to the proposed license.
9.3
Either Party may use the Inventions internally and solely for the purpose of its own
non-commercial research and experiments. Recipient shall obtain the prior written consent
from University prior to any use of the Inventions in connection with any collaborative researchor similar project with a third party, or to use or exploit the Inventions for any commercial
purpose.
Article 10 PUBLICATIONS.
Any publication of research results using the Material shall be subject to University’s priorwritten consent as to the content, timing and manner of such publication. Recipient andRecipient Researcher shall, at the request of University, acknowledge University as the sourceof the Material in any such publication.
Article 11

NO WARRANTY.

UNIVERSITY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTERWHATSOEVER,
INCLUDING,WITHOUT
LIMITATION,THE
OWNERSHIP,NONINFRINGEMENT OF ANY MATERIAL OR ANY PATENT OR OTHER PROPRIETARYRIGHTS OF ANY PERSON, MERCHANTABILITY, OR FITNESS FOR A PARTICULARPURPOSE OF THE MATERIAL, OR THE ABSENCE OF LATENT OR OTHER DEFECTS IN

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THE MATERIAL, WHETHER OR NOT DISCOVERABLE.

Article 12 INDEMNIFICATION; LIABILITY LIMITS.
Recipient shall, at all times during the term of this Agreement and thereafter, indemnify, defend
and hold University, its trustees, directors, officers, employees, agents and students, harmlessagainst all claims, proceedings, demands and liabilities of any kind or nature whatsoever,including reasonable attorneys’ fees and legal expenses, (i) arising out of the death of or injury
to any person or persons or out of any damage to property, or resulting from the use, handling,storage or disposition of the Material, or (ii) arising out of or in connection with theperformance or breach by Recipient of any obligation of Recipient or Recipient Researcher
hereunder. In no event shall University be liable for any use of the Material by Recipient, theRecipient Researcher or its laboratory personnel, or for any loss, claim, damage or liability of
any kind or nature, that may arise from or in connection with this Agreement or the use,
handling, storage or disposition of the Material.
Article 13 CONFIDENTIALITY.
13.1
For the purposes of this Agreement, the term “Confidential Information” means
any and all technical information or materials, including, but not limited to, the Material,
furnished by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that(i) is in electronic, written or other tangible form and clearly marked as “Confidential,” or (ii) is
disclosed orally or visually and designated as confidential at the time of the oral or visualdisclosure and, further, within thirty days after the oral or visual disclosure, the summary ofwhich is furnished to Receiving Party in writing clearly marked as “Confidential”.
13.2
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 (as defined below) in breach of this Agreement; (ii) is already in the Receiving
Party’s possession without obligation of confidentiality at the time of disclosure and theReceiving Party; (iii) has been lawfully obtained by the Receiving Party from a third party
having the right to make the disclosure 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.
13.3
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 for the purposes of thisAgreement and (ii) who have been advised of by the Receiving Party and have agreed tomaintain the confidential nature of the Confidential Information. The Receiving Party agrees
to be responsible for any and all breaches of this Article 13 by its Representatives.
13.4
The Receiving Party shall use any Confidential Information of the Disclosing Party
solely for the purposes of this Agreement and shall not use, directly or indirectly, any
Confidential Information in whole or in part for any other purpose whatsoever. The Receiving
Party shall protect all Confidential Information with at least the same degree of care with which
the Receiving Party would treat Confidential Information of its own.
13.5

In the event that the Receiving Party or any of its Representatives are requested

4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.
13.6
At any time upon the request of the Disclosing Party, the Receiving Party shall, at
its own expense, promptly deliver to the Disclosing Party, or at the Disclosing Party’s request,
destroy, all copies of the Confidential Information (whether in written, electronic or othertangible 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 beunreasonably burdensome to destroy (such as archived computer records) or to the extent
required to comply with applicable law, rules and regulations, provided that any information soretained herein shall remain subject to the terms of this Agreement.
13.7

This Article 13 will survive for two years after the termination of this Agreement.

Article 14 EXPORT CONTROL.
Recipient 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 University’s prior written consent.
Article 15 TERM AND TERMINATION.
15.1
The term of this Agreement commences on [Month/Date], [Year] and continues inforce and effect until [Month/Date], [Year], unless earlier terminated in accordance with thisAgreement.
15.2

University may terminate this Agreement upon written notice to Recipient:(i)
if Recipient has breached any of its covenants or obligations contained in thisAgreement, and such breach has not been cured within a period of thirty days 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 ofRecipient, insolvency, liquidation or dissolution of Recipient, filing of a petition inbankruptcy against or concerning Recipient, a general assignment by Recipient for the
benefit of creditor(s), or suspension of payment or banking transactions by Recipient;(iii) in case of any change in control of Recipient, consolidation or merger of Recipientwith or into a third party, the sale of all or substantially all of Recipient’s assets to a third
party, in each case that would render it infeasible to continue this Agreement; or(iv) in case of any other event that would render it infeasible to continue thisAgreement.

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15.3
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 12.
15.4
Article 5, Article 6, Articles 8 through 13, Article 15.4, Articles 16 through 18
shall survive expiration or termination of this Agreement unless otherwise provided in thisAgreement.
Article 16 GOVERNING LAW.
This Agreement shall be governed in accordance with the laws of Japan.
Article 17 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 18 GENERAL.
18.1
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(with all postage and other charges prepaid) or by e-mail to the address shown below. Any
notice delivered by personal delivery, facsimile or e-mail shall be deemed given and effective at
the time of delivery. Any notice delivered by registered or certified mail shall be deemed
given at the end of the tenth business day after it is posted.
University:

Recipient:[Title][Title][Address][Address]

Telephone: [Fax: []

Telephone: []Email: [Fax: []

Email: [

]

]
]

18.2
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.
18.3

Neither Party may assign, transfer or grant a security interest in, in whole or in part,6

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.
18.4
This Agreement contains the entire agreement between the Parties concerning the
subject matter hereof and supersedes any, written or oral, understandings, proposals, orrepresentations by and between the Parties.
18.5
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.
18.6
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.
18.7
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]

7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:

Recipient:

Keio University[NAME OF COUNTERPARTY]____________________________________________________________

Name:

Name:

Title

Title

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