Incoming MTA (01/2012)Material Transfer Agreement
Tohoku University (hereinafter referred to as the “TOHOKU”) and XXXXXX (hereinafterreferred to as “PROVIDER”) hereby make and enter into this Material Transfer Agreement
concerning the provision of research materials owned by PROVIDER relating to the research(hereinafter referred to as the “Research”) undertaken by YYYYYY (title, name) (hereinafterreferred to as “TOHOKU SCIENTIST”) affiliated to the TOHOKU.
Article 1(Provision of Research Materials)
PROVIDER shall provide free of charge “ZZZZZZ (name of research materials, quantity)”(hereinafter referred to as the “Material”) developed and owned by PROVIDER to the TOHOKU
immediately after signing this Agreement and TOHOKU SCIENTIST shall undertake the Researchusing the Material.
Article 2(Use of Material)
1. TOHOKU and TOHOKU SCIENTIST shall use the Material solely for the following researchundertaken by TOHOKU SCIENTIST.
Purpose of Use:
Research Description:
2. The Research shall be undertaken in accordance with this Agreement and the attached“Research Plan” hereof.
3. The period for the Research shall be from DATE to DATE.
4. TOHOKU ensures that TOHOKU SCIENTIST undertakes the Research using the Material
and TOHOKU shall not undertake the Research jointly with a third party or entrust theResearch to a third party without the prior written consent of PROVIDER.
Article 3(Limited Use)TOHOKU shall not use the Material for any purpose other than the Research without the priorwritten consent of PROVIDER, and shall not provide the Material to a third party. Furthermore,Materials and cells, etc. handled using the Material shall not be administered to human subjects or
edible living organisms.
Article 4(Reports)
1. TOHOKU shall report the results of the Research to PROVIDER in writing within 30 days ofend of the Research period.
2. In addition to the preceding paragraph, if TOHOKU attained any research results which may
be subject to an intellectual property right, TOHOKU shall report to PROVIDER in writing
immediately after such attainment.
Article 5(Research Results)
With regard to all research results obtained from the Research (hereinafter referred to as the“Research Results”), TOHOKU and PROVIDER shall determine through separate consultation theright to acquire intellectual property rights for the Research Results and the attribution of rights,equity, filing method, and other terms and conditions relating to such intellectual property rights.
Article 6(Publication)
1. TOHOKU may publish the Research and the Research Results based on the TOHOKU’s socialmission. TOHOKU shall notify PROVIDER in writing in advance of such publication, thetiming, and method, etc. with regard to publications within one (1) year of the end of theResearch period.
2. PROVIDER, having received the notification from TOHOKU provided for in the precedingIncoming MTA (01/2012)

paragraph, may request consultation with TOHOKU regarding publication details to beamended within 15 days of receiving such notification only on the grounds that the publicationof Research Results, etc. includes information subject to the obligation to maintainconfidentiality stipulated in Article 7 or includes details to be protected due to the filing ofapplications.
3. When publishing as provided for in the preceding paragraph, TOHOKU shall, in accordancewith a request from PROVIDER, acknowledge that PROVIDER is the source of the Material.
Article 7(Confidentiality)
During the Research period and for three (3) years after the end of the Research period, TOHOKU
and PROVIDER shall maintain as confidential and shall not disclose to a third party, the fact that
this Agreement has been made, the Research Results, or the other party’s technical information or
any other information specified as being specifically confidential which is obtained through theResearch; provided, however, that this confidentiality obligation shall not apply to any information
which falls under any of the following:(1) Information already in the public domain at the time it is disclosed by the other party;(2) Information which enters the public domain not due to the receiving party after it isdisclosed by the other party;(3) Information already in the possession of the receiving party at the time it is disclosed by
the other party;(4) Information disclosed without confidentiality obligations by a third party who was duly
authorized to disclose such information;(5) Information which can be duly proved to have been developed independently without
using the other party’s Material after disclosure; or(6) Information for which a prior written consent has been obtained from the other party.
Article 8(Exemptions)
PROVIDER shall not assume any responsibility whatsoever in the event that any loss or damages
are incurred to the TOHOKU as a result of undertaking the Research using the Material.
Article 9(Rights)
The execution of this Agreement and the disclosure and provision of the Material shall notconstitute an assignment of any licenses or other rights to TOHOKU.
Article 10 (Handling of Material After Termination)
TOHOKU shall, in accordance with instructions from PROVIDER, return or destroy any
remaining Material immediately after the termination of the Research period.
Article 11 (Effective Term)
1. The effective term of this Agreement shall be the period set forth in Article 2.
2. The provisions of Article 3 to Article 10 and Article 12 shall remain in effect even after thetermination of this Agreement for the period as set forth in each of these provisions or until all
the respective subject matter therein cease to exit.
Article 12(Applicable Laws and Regulations)
Both parties comply with all applicable laws and regulations, including export controls laws andregulations, with respect to the execution of this Material Transfer Agreement and the Research
Results obtained therein.
Article 13 (Violations)
TOHOKU and PROVIDER may demand compensation for damages suffered and may terminateIncoming MTA (01/2012)

this Agreement by giving a written notice in the event that the other party has violated any
provision of this Agreement.
Article 14 (Consultation)
For any matters not clearly set forth in this Agreement and any terms and conditions which havecaused ambiguities, the parties shall have mutual consultations in good faith and determine thehandling of such matters thereof in consideration of the context of this Agreement.
In witness whereof, the parties hereto have caused this Agreement to be executed by theirauthorized representatives in duplicate, each party retaining one (1) copy thereof respectively.
Date:
PROVIDER
Institution / Company:
Department:
Address:
Signature:
Authorized Representative:
Title:RECIPIENT:
Institution / Company:
Department:
Address:

Signature:
Authorized Representative:
Title:

Tohoku University

Incoming MTA (01/2012)* Note for the Use of this Agreement

1. In principle, a fee is requested for the provision of Material to for-profit organizations. Please
make enquires with the External Fund Management Section in such case.
2. The format of the “Research Plan” provided for in Article 2 shall be left to your discretion. Inaccordance with the nature of the Material, please state the purpose of the research, theassignment, the research institute and, if any, the name of individual other than RECIPIENTSCIENTIST who takes part in the research.