[Translation]

The University of Tokyo
Rules for Management and Confidentiality of Informationin connection withContracts with Private-Sector Institutions(September 30, 2004, University of Tokyo Rules No. 239)
1.

PurposeThe purpose of the University of Tokyo Rules for the Management and Confidentiality of Informationin connection with Contracts with Private-Sector Institutions (these “Rules”) is to set out the code ofconduct for the management and confidentiality of information that is disclosed or provided to theUniversity of Tokyo (the “University”) by another institution, or that the University comes to know of,under contracts containing confidentiality clauses in the course of pursuing its activities of research andplanning research programs with external institutions (those activities collectively, “Research”) such asprivate-sector institutions (those external institutions, “Partner Institutions”) and information arisingduring Research that the parties agree is confidential; to endeavor to protect confidential information;and to prevent other parties’ confidential information from being infringed.
2.

Definitions

In these Rules the following terms have the following meanings.

3.

(1)

“Research Staff” means University staff who engage in Research in accordance withcollaborative research agreements and entrusted research agreements (collectively,“Research Agreements”)(2)“Research Assistants” means University staff and University students who are not
Research Staff but who, with the Partner Institution’s consent, participate orcooperate in Research.

(3)“IP-Management Staff” means staff of the Office of Intellectual Property in theDivision of University Corporate Relations, Intellectual Property offices in each
Faculty, University Corporate Relations Group, and other such departments.

(4)“Research Representatives” means those Research Staff who are representatives for
Research at the University with respect to Research Agreements and any otherresearchers in charge of University work matters with respect to Research that attracts
confidentiality obligations.

Applicable Scope of Rules

These rules apply to Researchers, Research Assistants, and IP-Management Staff who are required todisclose information in the course of performing their Research being carried out in accordance withexecuted contracts.
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4.

Confidential Information“Confidential Information” means information that (a) the University is disclosed or provided by, orcomes to know of through, another party in performing Research to be carried out in accordance withcontracts, or arises during the performance of Research and is agreed to be kept confidential, and (b) isuseful with respect to manufacturing methods, sales methods, or other such business methods managed
as secrets. However, Confidential Information does not include information:(1)
that the University can prove that it already had at the time of disclosure to theUniversity or its coming to know of it;(2)
that was already in the public domain at the time of disclosure to the University or its
coming to know of it;(3)
that through no fault of the University entered the public domain after being disclosed
or its coming to know of it;(4)
that the University can prove that it lawfully acquired from a third party under noconfidentiality obligations;(5)that the University can prove that it developed or acquired independently without
relying on information disclosed by the other party;(6)with respect to which the University has received the other party’s consent to disclosein advance; and(7)the disclosure of which has been demanded by a public institution such as agovernment agency or a court in accordance with law, ordinance, regulations, orders,or the like.
5.

Responsibility for Managing Confidential Information

5.1Ultimate responsibility for managing Confidential Information lies with the Research
Representative. The Research Representative shall take measures necessary to prevent theleakage of Confidential Information, whether after an agreement has been performed, during
the term of the agreement, or during the effective period for confidentiality obligations set out
in the agreement, and shall endeavor to thoroughly manage confidentiality.

5.2

If a doubt arises about the management of Confidential Information, the Research
Representative, as the person responsible for managing Confidential Information, shallpromptly report it to the president of the University.

5.3

The president may cause the Director of the Division of University Corporate Relations toresolve the matters provided for in Article 5.2.

6.

Managing Confidential Information

Confidential Information must be kept under lock and key in a cabinet or the like. The Research
Representative shall endeavor to thoroughly manage confidentiality of electronic information stored inelectronic equipment such as computers and the like so that no such Confidential Information of any
other party is leaked or infringed.

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7.

Internal Disclosure of Confidential Information

7.1

The scope of disclosure of Confidential Information is limited to Researchers, ResearchAssistants, and IP-Management Staff who require disclosure in line with their Research work.

7.2

Research Representatives, as the people responsible for managing Confidential Information,
shall thoroughly have Researchers, Research Assistants, and IP-Management Staff who havebeen disclosed Confidential Information keep information confidential.

7.3

Researchers, Research Assistants, and IP-Management Staff who have been disclosed
Confidential Information shall keep confidential all results of their Research.

7.4

The president may request Researchers, Research Assistants, and IP-Management Staff who
have been disclosed Confidential to execute a confidentiality agreement or provide a written
pledge.

7.5

Research Representatives may, on behalf of the president, request Research Assistants toexecute a confidentiality agreement or provide a written pledge.

8.

Disclosure Outside of the University

8.1

If a Research Representative wishes to disclose Confidential Information outside of theUniversity, he or she shall obtain the consent of the other party to the agreement. The
Intellectual Property Office of the Division of University Corporate Relations shall obtain theconsent of the third party for disclosure of the Confidential Information to a certain institution
which is essential for the technology licensing, for example the Technology Licensing
Organization, in advance of the Research Agreements being entered.

8.2

In case that Confidential Information will be disclosed under Article 8.1, the University shall
impose upon the party receiving disclosure confidentiality obligations in accordance with thecontent of that consent.

9.

Confidentiality Obligations after Retirement or Changes

9.1

No Researcher, Research Assistant, or IP-Management Staff who has been disclosed
Confidential Information may, during the effective period of the confidentiality obligations
provided for under applicable Research Agreements, even after retirement, registration,change or graduation, disclose or leak to any third party any Confidential Information he or
she has come to know while employed.

9.2

The president may request that Researchers, Research Assistants, and IP-Management Staff
who have been disclosed Confidential Information execute a confidentiality agreement orprovide a written pledge upon retirement, resignation, change of work or graduation.

10.

Amendment or Abolition of Rules

Amendment or abolition of these Rules shall be conducted through the deliberation of the Research and3

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Education Council.

SUPPLEMENTARY PROVISION
These rules are effective as of September 30, 2004.

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