Outgoing MTA (01/2012)Material Transfer Agreement
Tohoku University (hereinafter referred to as “TOHOKU”) and XXXXXX (hereinafter referred toas “RECIPIENT”) hereby make and enter into this Material Transfer Agreement concerning theprovision of research materials owned by TOHOKU relating to the research (hereinafter referredto as the “Research”) undertaken by YYYYYY (title, name) (hereinafter referred to as“RECIPIENT SCIENTIST”) affiliated to RECIPIENT.
Article 1(Provision of Material)
TOHOKU shall provide to RECIPIENT “ZZZZZZ (name of research materials, quantity)”(hereinafter referred to as the “Material”) developed and owned by TOHOKU after signing thisAgreement, and RECIPIENT SCIENTIST shall undertake the Research using the Material. TheMaterial shall be provided at no cost, or with an optional transmittal fee solely to reimburse
TOHOKU for its preparation and distribution costs.
Article 2(Use of Material)
1. RECIPIENT and RECIPIENT SCIENTIST shall use the Material solely for the following
research undertaken by RECIPIENT 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. RECIPIENT ensures that the Research using the Material shall only be undertaken byRECIPIENT SCIENTIST. RECIPIENT shall not undertake the Research jointly with a third
party or entrust the Research to a third party without the prior written consent of TOHOKU.
Article 3(Limited Use)RECIPIENT shall neither use the Material for any purpose other than the Research, nor provide
the Material to a third party without the prior written consent of TOHOKU. Furthermore, theMaterial and cells, etc. treated by the Material shall not be administered to human subjects oredible living organisms.
Article 4(Reports)
1. RECIPIENT shall report the results of the Research to TOHOKU in writing within 30 days of
end of the Research period.
2. In addition to the preceding paragraph, if RECIPIENT attained any research results which may
be subject to an intellectual property right, RECIPIENT shall report to TOHOKU 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 RECIPIENT shall determine through separate consultation
the right 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. When publishing the Research and the Research Results, RECIPIENT shall notify TOHOKU
in writing in advance of such publication, the timing, and method, etc., and shall consult withTOHOKU.
2. When publishing as provided for in the preceding paragraph, RECIPIENT shall, in accordanceOutgoing MTA (01/2012)

with a request from TOHOKU, acknowledge that TOHOKU 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 RECIPIENT 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 withoutusing 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)
TOHOKU shall not assume any responsibility whatsoever in the event that any loss or damages
are incurred to RECIPIENT 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 RECIPIENT.
Article 10(Handling of Material After Termination)
RECIPIENT shall, in accordance with instructions from TOHOKU, 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 after thetermination of this Agreement for the period as set forth in each of these provisions or until all
the respective subject matters therein cease to exist.
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 ResearchResults obtained therein.
Article 13(Violations)
TOHOKU and RECIPIENT may demand compensation for damages suffered and may terminate
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 theOutgoing MTA (01/2012)

handling 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

Outgoing 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. In
accordance 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.