(Form M-11C-1)

RIKEN BRC
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
Research Center (hereinafter referred to as ‘RIKEN BRC’) will provide the RECIPIENT, and theRECIPIENT will receive, the biological material specified as(JCM No.
)and its derivatives (hereinafter referred to as the ‘BIOLOGICAL RESOURCE’) in response to theRECIPIENT’s request, and with which the RECIPIENT scientist and organization agree before theRECIPIENT receives the BIOLOGICAL RESOURCE:
1.

The RIKEN BRC, a non-profit public organization financed by the Japanese Government, isengaged in collection, maintenance, storage, propagation, quality control and distribution of thebiological resources, in order 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:(b) The RECIPIENT shall obtain a written prior permission from the RIKEN BRC for the usageof the BIOLOGICAL RESOURCE for any other purposes than the purpose specified above.
3.

The RECIPIENT shall not use the BIOLOGICAL RESOURCE for diagnosis or treatment ofhumans or other direct 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 listed in the RIKEN BRC
Catalog and/or Website:(2023-08-17)

(Form M-11C-2)

In the case requested by the DEPOSITOR, the RECIPIENT should obtain an approval from theDEPOSITOR using the APPROVAL FORM prior to entering the AGREEMENT with the RIKEN
BRC.
5.

The RECIPIENT agrees to expressly describe that “the BIOLOGICAL RESOURCE (the resourcename) was provided 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 anypublication reporting the use thereof. The RECIPIENT also agrees to send information regarding
such publication to the RIKEN BRC. In the event that the RECIPIENT achieves the purpose ofSection 2(a), and/or secures patents related to those purposes, the RECIPIENT shall notify theRIKEN BRC of these achievements. The RIKEN BRC may disclose publicly such information
and/or achievements to increase the value of the BIOLOGICAL RESOURCE, 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
necessary for 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’sco-workers and students who work for the purpose specified in Section 2(a) under the directsupervision and full responsibility of the RECIPIENT. The RECIPIENT shall not distribute, resellor otherwise dispose of the BIOLOGICAL RESOURCE to any third-party including co-workersand students. The disposition hereunder shall include any acts to transfer all or any part of theintellectual property or grant a license thereunder with respect to the BIOLOGICAL RESOURCE.

8.

The RECIPIENT shall assume all liability for claims against the RECIPIENT, the RIKEN BRC,
and the DEPOSITOR by third parties relating to alleged infringement of any patent, copyright,trademark or other intellectual property rights, which may arise from the use, storage or disposalby the RECIPIENT of the BIOLOGICAL RESOURCE.

9.

THE BIOLOGICAL RESOURCE DELIVERED PURSUANT TO THIS AGREEMENT ISPROVIDED ON AN “AS IS” BASIS AND UNDERSTOOD TO BE EXPERIMENTAL IN
NATURE AND WITH POSSIBLE HAZARDOUS PROPERTIES. THE RIKEN BRC MAKESNO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER
EXPRESSED OR IMPLIED. THERE ARE NO EXPRESSED OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOTTHE 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 theRECIPIENT ownership, patent, copyright, trademark or the sovereign rights of state regarding
Nagoya Protocol, or licenses thereunder, or other property rights. The provision of theBIOLOGICAL RESOURCE to the Recipient shall not alter any preexisting right to the
BIOLOGICAL RESOURCE by a third party. THE RIKEN BRC MAKES NO(2023-08-17)

(Form M-11C-3)
REPRESENTATIONS AND WARRANTIES THAT THE USE OF THE BIOLOGICALRESOURCE WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, THE
SOVEREIGN RIGHTS OF STATES REGARDING NAGOYA PROTOCOL, OR OTHERPROPRIETARY RIGHT. The RECIPIENT shall obtain any rights necessary to conduct its
research and development using the BIOLOGICAL 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 the RECIPIENT’s use of the BIOLOGICAL RESOURCE including, but not limited
to, claims of infringement on 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 andguidelines. The RECIPIENT shall bear full responsibility also for any other legal obligations
including, but not limited to, the Paris Convention for the Protection of Industrial Property, theConvention on Biological Diversity (CBD), the Cartagena Protocol on Biosafety (CPB), productliability violations, or issues of corporate social responsibility (CSR), in the execution of theprovisions of Section 2(a). The RECIPIENT shall, if necessary, take all steps or procedures tocomply with legal requirements for handling of the BIOLOGICAL RESOURCE.
13. Both parties shall discuss to enable amicable resolution of any accidents during shipment of theBIOLOGICAL RESOURCE.
14. 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 other resources of the RIKEN BRC.
15. Both parties shall discuss in good faith to enable the amicable resolution of matters, arising inconnection with the interpretation or performance hereof as well as the matters which are notexpressly set forth in this AGREEMENT.
16. Any matter or dispute which cannot be settled through said amicable discussion shall be subject tothe exclusive jurisdiction of the Tokyo District Court, Japan. This AGREEMENT shall begoverned by and construed in accordance with the laws of Japan.
17. The RECIPIENT or the RIKEN BRC may terminate this AGREEMENT at any time so long as aparty informs the other party at least sixty (60) days before the termination.
18. Upon termination of this AGREEMENT, the RECIPIENT shall immediately cease use of theBIOLOGICAL RESOURCE and return the BIOLOGICAL RESOURCE to the RIKEN BRC ordestroy the BIOLOGICAL RESOURCE at the RECIPIENT’s own cost following the direction
from the RIKEN BRC. The RECIPIENT shall report in writing to the RIKEN BRC when theRECIPIENT completes the above measures.
19. The illegality or invalidity of any provisions of this AGREEMENT shall not impair effect orinvalidate the other provision of this AGREEMENT.
20. The provisions of Sections 3, 5, 8, 9, 10, 11, 12, 16, 19 and 20 shall survive the termination of thisAGREEMENT.

(2023-08-17)

(Form M-11C-4)
The RECIPIENT and the RIKEN BRC do hereby sign two original copies of this AGREEMENT andeach 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:
Name of Authorized Representative:
Job Title:
Signature:
Date:
Name of Scientist (Principal Investigator):
Job Title:
Signature:
Date:

RIKEN BRC-JCM(Reception Date）(Reception No.

B(MTA No.

BM–））(2023-08-17)