TBUSA 202105

RIKEN BRC
MATERIAL TRANSFER AGREEMENT(For Distribution to a Not-For-Profit Organization)
RECIPIENT
Recipient Scientist:
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 theRECIPIENT, and the RECIPIENT will receive, the biological material specified as(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
the RECIPIENT 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
the biological resources, in order to contribute to the Japanese and international scientificcommunity in the field of life sciences.

2.

(a) The RECIPIENT shall use the BIOLOGICAL RESOURCE for the following specificpurpose (when applicable, the specific purpose shall be the same as approved by theDEPOSITOR in the APPROVAL FORM):(b) The RECIPIENT shall obtain a written prior permission from the RIKEN BRC for theusage of the BIOLOGICAL RESOURCE for any other purposes than the purpose specifiedabove.
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 thefollowing terms and conditions set forth by the DEPOSITOR, which are listed in the RIKENBRC Catalog and/or Website:

1/4

TBUSA 202005Specifically for BIOLOGICAL RESOURCES comprising Takara Bio USA, Inc. (TBUSA)
fluorescent proteins (FPs), the RECIPIENT further agrees to hold TBUSA, The University ofChicago, the University of Chicago’s Affiliates, the Howard Hughes Medical Institute and theRegents of the University of California, harmless from all liabilities, demands, damages,
expenses and losses arising out of the RECIPIENT’s use of the BIOLOGICAL RESOURCE.
The RECIPIENT shall not use BIOLOGICAL RESOURCES comprising TBUSA FPs for (i)High-Throughput Screening that includes but not limited to image-based, high-content
analysis, of greater than approximately one thousand (1,000) discrete compounds per target
per day; (ii) in vitro and in vivo diagnostic or therapeutic uses; (iii) transfer of nucleic acids
expressing FPs and/or FP polypeptides into somatic or germline cells, for the performance ofgene transfer or gene therapy; (iv) quality control and quality assurance processes including
food and environmental testing; (v) any use other than use in non-human animals or in in vitro
experiments; and (vi) use of somatic hypermutation to generate any polypeptide or protein.
In the case requested by the DEPOSITOR, the RECIPIENT should obtain an approval fromthe DEPOSITOR using the APPROVAL FORM prior to entering the AGREEMENT with theRIKEN BRC.
5.

The RECIPIENT agrees to expressly describe that "the BIOLOGICAL RESOURCE (theresource name) was provided by the RIKEN BRC through the National BioResource Projectof the MEXT, Japan" in Materials and Methods, the Acknowledgement or any otherappropriate section in any publication reporting the use thereof. The RECIPIENT also agreesto send information regarding such publication to the RIKEN BRC. The RIKEN BRC may
disclose publicly such information 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 otherexpenses 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 theRECIPIENT's co-workers and students who work for the purpose specified in Section 2(a)under the direct supervision and full responsibility of the RECIPIENT. The RECIPIENT shallnot distribute, resell or otherwise dispose of the BIOLOGICAL RESOURCE to any third
party including co-workers and students. The disposition hereunder shall include any acts totransfer all or any part of the intellectual property or grant a license thereunder with respect
to the BIOLOGICAL RESOURCE.

8.

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 MAKES NO
REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER
EXPRESSED OR IMPLIED. THERE ARE NO EXPRESSED OR IMPLIED WARRANTIES OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOTTHE RIKEN BRC OR THE DEPOSITOR KNOWS, HAS REASON TO KNOW, HAS BEEN

2/4

TBUSA 202005
ADVISED OR IS OTHERWISE AWARE OF SUCH PURPOSE).
9.

Nothing in this AGREEMENT shall be interpreted that the RIKEN BRC transfers or grants theRECIPIENT ownership, patent, copyright, trademark or the sovereign rights of states regarding
Nagoya Protocol, or licenses thereunder, or other property rights. The provision of he BIOLOGICALRESOURCE to the RECIPIENT shall not alter any preexisting right to the BIOLOGICALRESOURCE by a third party. THE RIKEN BRC MAKES NO REPRESENTATIONS AND
WARRANTIES THAT THE USE OF THE BIOLOGICAL RESOURCE WILL NOT INFRINGEANY PATENT, COPYRIGHT, TRADEMARK, THE SOVEREIGN RIGHTS OF STATESREGARDING NAGOYA PROTOCOL, OR OTHER PROPRIETARY RIGHT. The RECIPIENTshall obtain any rights necessary to conduct its research and development using the BIOLOGICALRESOURCE on its responsibility.

10. The RECIPIENT agrees to hold the RIKEN BRC and the DEPOSITOR harmless and toindemnify 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,
except for the case that the claim is caused by the gross negligence or willful misconduct ofthe RIKEN BRC.
11. The RECIPIENT agrees that any handling or other activities of the BIOLOGICALRESOURCE in its laboratory shall be conducted in compliance with all applicable laws,
regulations and guidelines. The RECIPIENT shall, if necessary, take all steps or procedures
to comply with legal requirements for handling of the BIOLOGICAL RESOURCE.
12. Both parties shall discuss to enable amicable resolution of any accidents during shipment ofthe BIOLOGICAL RESOURCE.
13. 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 BIOLOGICALRESOURCE and other resources of the RIKEN BRC.
14. Both parties shall discuss in good faith to enable the amicable resolution of matters, arisingin connection with the interpretation or performance hereof as well as the matters which are
not expressly set forth in this AGREEMENT.
15. Any matter or dispute which cannot be settled through said amicable discussion shall besubject to the exclusive jurisdiction of Tokyo District Court, Japan. This AGREEMENT shallbe governed in accordance with the laws of Japan.
The RECIPIENT and the RIKEN BRC do hereby sign two original copies of this AGREEMENT
and each party holds one signed copy.
SIGNATURES BEGIN ON THE NEXT PAGE.

3/4

TBUSA 202005
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:
Job Title:
Signature:Date:

4/4