Special Conditions for Moonshot Research & Development Program

Special Conditions for Moonshot Research & Development Program(amended contract articles on April 27, 2020)(original contract articles on February 13, 2020)

English Translation for Reference Use Only

English Translation for Reference Use Only

Special Conditions for Moonshot Research & Development Program

Special Conditions for Moonshot Research & Development Program

Adopted on February 13, 2020
Revised on April 27, 2020

Adopted on February 13, 2020

Article 1 (Special Provisions for Restrictions on the Other Party inContracts Executed by Entrustee, Etc.)
1. An Entrustee, Re-Entrusted Contractor, and Joint Contractor(hereinafter collectively referred to as “Entrustee, Etc.”) shall notconclude a contract (sales contract, fixed fee contract, or othercontract having a Contract Amount of less than JPN1,000,000) witha corporation or organization that has been designated as being
suspended or ineligible for a grant subsidy by the Ministry ofEconomy, Trade and Industry (hereinafter referred to as “METI”).
However, in case it would be difficult or inappropriate to perform theContract Work without such a corporation or organization, theEntrustee, Etc. may conclude a contract with such a corporation ororganization with the approval of NEDO.
2. If NEDO learns that the Entrustee, Etc. has concluded a contract
with a corporation or organization that has been designated to besuspended or ineligible for a grant subsidy by METI in violation ofArticle 1 (Special Provisions for Restrictions on the Other Party inContracts Executed by Entrustee, Etc.)
1. An Entrustee, Re-Entrusted Contractor, and Joint Contractor(hereinafter collectively referred to as “Entrustee, Etc.”) shall notconclude a contract (sales contract, fixed fee contract, or othercontract having a Contract Amount of less than JPN1,000,000) witha corporation or organization that has been designated as being
suspended or ineligible for a grant subsidy by the Ministry ofEconomy, Trade and Industry (hereinafter referred to as “METI”).
However, in case it would be difficult or inappropriate to perform theContract Work without such a corporation or organization, theEntrustee, Etc. may conclude a contract with such a corporation ororganization with the approval of NEDO.
2. If NEDO learns that the Entrustee, Etc. has concluded a contract
with a corporation or organization that has been designated to besuspended or ineligible for a grant subsidy by METI in violation of

the provision of the preceding paragraph, NEDO may request theEntrustee to carry out measures deemed necessary and theEntrustee shall ensure such measures to be taken.

the provision of the preceding paragraph, NEDO may request theEntrustee to carry out measures deemed necessary and theEntrustee shall ensure such measures to be taken.

Special Conditions for Moonshot Research & Development Program

Special Conditions for Moonshot Research & Development Program(amended contract articles on April 27, 2020)(original contract articles on February 13, 2020)

3. The provisions of the two preceding paragraphs shall be treated in 3. The provisions of the two preceding paragraphs shall be treated in
the same manner even though the schemes that the Entrustee
the same manner even though the schemes that the Entrustee
entrusts or re-entrusts to the other, or the Entrustee and the otherentrusts or re-entrusts to the other, or the Entrustee and the otherpart perform the part of Contract Work jointly are made in multiple
part perform the part of Contract Work jointly are made in multiple
layers, and the Entrustee shall take any measures deemedlayers, and the Entrustee shall take any measures deemednecessary.
necessary.
Article 2 (Program Director)
A program director (hereinafter referred to as “PD”) appointed by
NEDO for each Goal in Moonshot Research & Development Program
shall promote the program by constructing a portfolio (a program
construction (combination) and a management plan such as a basic
policy of resource allocation) to achieve Goal and realize R&D concept.

Article 2 (Program Director)
A program director (hereinafter referred to as “PD”) appointed by
NEDO for each Goal in Moonshot Research & Development Program
shall promote the program by constructing a portfolio (a program
construction (combination) and a management plan such as a basic
policy of resource allocation) to achieve Goal and realize R&D concept.

Article 3 (Restrictions on Disposal of Property)
Article 3 (Restrictions on Disposal of Property)
1. Acquired Property having ownership vested in NEDO as provided 1. Acquired Property having ownership vested in NEDO as provided
for in Paragraph 1 of Article 20 of the General Conditions offor in Paragraph 1 of Article 20 of the General Conditions ofBusiness Entrustment Contracts (hereinafter referred to as “General
Business Entrustment Contracts (hereinafter referred to as “GeneralConditions”) shall be subject to Article 22 of the Act on Regulation
Conditions”) shall be subject to Article 22 of the Act on Regulationof Execution of Budget Pertaining to Subsidies, etc. (Act No. 179 ofof Execution of Budget Pertaining to Subsidies, etc. (Act No. 179 of1955).
1955).
2．In case NEDO finds the contents of the Confirmation Form under 2．In case NEDO finds the contents of the Confirmation Form underParagraph 5 of Article 20-2 of the General Conditions concerning
disposition of Acquired Property provided for in the preceding

Paragraph 5 of Article 20-2 of the General Conditions concerning
disposition of Acquired Property provided for in the precedingSpecial Conditions for Moonshot Research & Development Program

Special Conditions for Moonshot Research & Development Program(amended contract articles on April 27, 2020)(original contract articles on February 13, 2020)

paragraph to be appropriate, NEDO shall submit the Confirmation
paragraph to be appropriate, NEDO shall submit the Confirmation
Form to the Minister of Economy, Trade and Industry as deemed
Form to the Minister of Economy, Trade and Industry as deemednecessary.
necessary.
3. The Entrustee shall dispose of Acquired Property in compliance with 3. The Entrustee shall dispose of Acquired Property in compliance withthe provisions provided by the Minister of Economy, Trade andthe provisions provided by the Minister of Economy, Trade andIndustry as conditions for approval.
Industry as conditions for approval.
Article 4 (Special Provisions for Companies, Etc. Outside of Japan)
Article 4 (Special Provisions for Companies, Etc. Outside of Japan)
1. If the Entrustee is a company, etc. outside of Japan (referring to a 1. If the Entrustee is a company, etc. outside of Japan (referring to acompany, a university or a research institute outside of Japan), incompany, a university or a research institute outside of Japan), inParagraph 1 of Article 31 of the General Conditions the wording “theParagraph 1 of Article 31 of the General Conditions the wording “theEntrustee shall own” shall be “NEDO and the Entrustee shall own
Entrustee shall own” shall be “NEDO and the Entrustee shall own
Intellectual Property Rights jointly in principle and NEDO’s equity
Intellectual Property Rights jointly in principle and NEDO’s equity
shall be equal to or more than 50 percent of the total equity of NEDO
shall be equal to or more than 50 percent of the total equity of NEDO
and the Entrustee (hereinafter referred to as Intellectual Property
and the Entrustee (hereinafter referred to as Intellectual Property
Rights owned by NEDO and the Entrustee jointly as “Joint
Rights owned by NEDO and the Entrustee jointly as “Joint
Intellectual Property Rights”)”.
Intellectual Property Rights”)”.
2. In the case set forth in the preceding paragraph, the term “Intellectual 2. In the case set forth in the preceding paragraph, the term “IntellectualProperty Rights” shall be replaced with “Equity of Intellectual
Property Rights” shall be replaced with “Equity of Intellectual
Property Rights” in Paragraph 3 Item (iv) of Article 31, Paragraphs
Property Rights” in Paragraph 3 Item (iv) of Article 31, Paragraphs
4 and 5 of Article 31, Paragraphs 1 and 4 of Article 31-3, Paragraphs
4 and 5 of Article 31, Paragraphs 1 and 4 of Article 31-3, Paragraphs
1, 3 and 4 of Article 31-4, Article 31-5, and Paragraphs 3 and 4 of
1, 3 and 4 of Article 31-4, Article 31-5, and Paragraphs 3 and 4 ofArticle 33 of the General Conditions.

Article 33 of the General Conditions.

3. Regarding expenses related to application, registration, and 3. Regarding expenses related to application, registration, andSpecial Conditions for Moonshot Research & Development Program

Special Conditions for Moonshot Research & Development Program(amended contract articles on April 27, 2020)(original contract articles on February 13, 2020)

maintenance for Joint Intellectual Property Rights (hereinafterreferred to as “Expenses for Application, Etc.”) during the Contract
Period and after the expiration of the Contract Period, Expenses forApplication, Etc. relating to NEDO’s share shall also be borne by theEntrustee, unless all of the Entrustee’s equity is waived by theEntrustee.

maintenance for Joint Intellectual Property Rights (hereinafterreferred to as “Expenses for Application, Etc.”) during the Contract
Period and after the expiration of the Contract Period, Expenses forApplication, Etc. relating to NEDO’s share shall also be borne by theEntrustee, unless all of the Entrustee’s equity is waived by theEntrustee.

4. Expenses related to application during the Contract Period may be 4. Expenses related to application during the Contract Period may be
included in expenses necessary for performing the Contract Work
included in expenses necessary for performing the Contract Work
with the approval of NEDO.
with the approval of NEDO.
5. If the Entrustee intends to grant a license for Joint Intellectual 5. If the Entrustee intends to grant a license for Joint Intellectual
Property Rights to a third party, the Entrustee shall obtain theProperty Rights to a third party, the Entrustee shall obtain theapproval of NEDO in advance by submitting an application for aapproval of NEDO in advance by submitting an application for alicense of Joint Intellectual Property Rights using “Speciallicense of Joint Intellectual Property Rights using “SpecialConditions Form 1” in the Appendices.
Conditions Form 1” in the Appendices.
6. NEDO may grant a license at its own discretion to a third party for 6. NEDO may grant a license at its own discretion to a third party for
Joint Intellectual Property Rights and the Entrustee shall agree
Joint Intellectual Property Rights and the Entrustee shall agree
thereto in advance.
thereto in advance.
7. In case NEDO intends to waive its share of Joint Intellectual Property 7. In case NEDO intends to waive its share of Joint Intellectual Property
Rights, NEDO shall notify the Entrustee to that effect.
Rights, NEDO shall notify the Entrustee to that effect.
8. In case NEDO or the Entrustee or NEDO and the Entrustee jointly 8. In case NEDO or the Entrustee or NEDO and the Entrustee jointly
grant a license for Joint Intellectual Property Rights to a third party
grant a license for Joint Intellectual Property Rights to a third party

Special Conditions for Moonshot Research & Development Program

Special Conditions for Moonshot Research & Development Program(amended contract articles on April 27, 2020)(original contract articles on February 13, 2020)(hereinafter the third party is referred to as “Licensee”), NEDO or
the Entrustee shall agree to the following items with the Licensee inadvance.
(i) NEDO or the Entrustee may waive their share of Joint Intellectual
Property Rights without the approval of the Licensee (however,except in cases where NEDO or the Entrustee is obliged tomaintain Intellectual Property Rights up to one year for Licensee)(ii) NEDO and the Entrustee shall assume no responsibility orliability for compensation for damages arising from theLicensee’s exercising of Joint Intellectual Property Rights.
(iii) License contracts may be canceled due to significant changes
in business environment or management structure due toreorganization, business transfer, or stock transfer, etc., due tocorporate merger, divesture, etc., of the Licensee.

(hereinafter the third party is referred to as “Licensee”), NEDO or
the Entrustee shall agree to the following items with the Licensee inadvance.
(i) NEDO or the Entrustee may waive their share of Joint Intellectual
Property Rights without the approval of the Licensee (however,except in cases where NEDO or the Entrustee is obliged tomaintain Intellectual Property Rights up to one year for Licensee)(ii) NEDO and the Entrustee shall assume no responsibility orliability for compensation for damages arising from theLicensee’s exercising of Joint Intellectual Property Rights.
(iii) License contracts may be canceled due to significant changes
in business environment or management structure due toreorganization, business transfer, or stock transfer, etc., due tocorporate merger, divesture, etc., of the Licensee.

Article 5 (Granting or Transfer of Intellectual Property Rights)
Article 5 (Granting or Transfer of Intellectual Property Rights)
The proviso of Paragraph 3, Item (iv) of Article 31 of the General The proviso of Paragraph 3, Item (iv) of Article 31 of the GeneralConditions shall not apply to this Contract.
Conditions shall not apply to this Contract.
Article 6 (NEDO Right to Terminate)
Article 6 (NEDO Right to Terminate)
1. The following item shall be added to Paragraph 1 Item (v) of Article 1. The following item shall be added to Paragraph 1 Item (v) of Article
37 in the General Conditions of Business Entrustment Contracts:
37 in the General Conditions of Business Entrustment Contracts:vi) In case the Entrustee no longer meets any of the applicationvi) In case the Entrustee no longer meets any of the application
requirements presented by NEDO at the time of the public callfor proposals, etc.

requirements presented by NEDO at the time of the public callfor proposals, etc.

Special Conditions for Moonshot Research & Development Program

Special Conditions for Moonshot Research & Development Program(amended contract articles on April 27, 2020)(original contract articles on February 13, 2020)

2. The following proviso shall be added to Paragraph 2 of Article 37 of 2. The following proviso shall be added to Paragraph 2 of Article 37 of
the General Conditions:
the General Conditions:
In case NEDO decides to discontinue the project in consultation withIn case NEDO decides to discontinue the project in consultation withPD and advice from the Strategy Council established in the Cabinet
PD and advice from the Strategy Council established in the Cabinet
Office, NEDO may terminate this Contract.
Office, NEDO may terminate this Contract.
(deleted)

Article 7 (Jurisdiction)
The following proviso shall be added to Article 47 of the General
Conditions of Business Entrustment Contracts:
However, this Article shall not apply where exclusive jurisdiction isprovided for in laws or regulations.

Article 7 (Contract with Re-Entrusted Contractor)
Article 8 (Contract with Re-Entrusted Contractor)
These Special Conditions shall apply mutatis mutandis to a Re- These Special Conditions shall apply mutatis mutandis to a ReEntrusted Contractor and a Joint Contractor.
Entrusted Contractor and a Joint Contractor.
Article 8 (In Relation to English Translation)
The Japanese language version of this Contract shall be the authentictext. Even if an English language version is created for reference
purposes, only the authentic text of the Japanese version shall beeffective for the contract, and the English translation shall not have anyforce thereon.

Article 9 (In Relation to English Translation)
The Japanese language version of this Contract shall be the authentictext. Even if an English language version is created for reference
purposes, only the authentic text of the Japanese version shall beeffective for the contract, and the English translation shall not have anyforce thereon.

Article 9 (Survival Clause)
Article 10 (Survival Clause)
Articles 3, 4, 5, (deleted) 7 and 8 of these Special Conditions shall Articles 3, 4, 5, 7, 8 and 9 of these Special Conditions shall survive
survive expiration of the Contract Period or termination of this Contract expiration of the Contract Period or termination of this Contract underSpecial Conditions for Moonshot Research & Development Program

Special Conditions for Moonshot Research & Development Program(amended contract articles on April 27, 2020)(original contract articles on February 13, 2020)

under the provisions of Article 37, 38, and 39 of the General Conditions the provisions of Article 37, 38, and 39 of the General Conditions until
until the relevant conditions cease to exist.
the relevant conditions cease to exist.
Supplementary Provision
Supplementary Provision
These Special Conditions shall come into effect as of February 13, These Special Conditions shall come into effect as of February 13,2020.
2020.
Supplementary Provision
These Special Conditions shall come into effect as of April 27, 2020.