RIKEN BRC Ref. No.:

2021/05/07_v2 (General MTA form for Not-For-Profit, Plant)

RIKEN BRC
MATERIAL TRANSFER AGREEMENT(For Use for Not-For-Profit Academic Purpose)
RECIPIENT
Recipient Scientist (Principal Investigator): ___________________________________________
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 asIndividual DNA material(RIKEN BRC 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 of1/4

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humans 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 specific terms and conditions set forth by the DEPOSITOR, which are listed in the
RIKEN BRC Catalog and/or Website:
Terms and conditions for the BIOLOGICAL RESOURCE are specified in Form B.

In the case requested by the DEPOSITOR, the RECIPIENT should obtain an approval fromthe DEPOSITOR using the APPROVAL FORM prior to entering the AGREEMENT withthe RIKEN 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 agrees
to 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
shall not distribute, resell or otherwise dispose of the BIOLOGICAL RESOURCE to any
third party including co-workers and students. The disposition hereunder shall include anyacts to transfer all or any part of the intellectual property or grant a license thereunder withrespect 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
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2021/05/07 (General MTA form for Not-For-Profit, Plant)

MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND,EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESSED OR IMPLIEDWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE (WHETHER OR NOT THE RIKEN BRC OR THE DEPOSITOR KNOWS, HAS
REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF SUCHPURPOSE).
9. Nothing in this AGREEMENT shall be interpreted that the RIKEN BRC transfers or grants
the RECIPIENT ownership, patent, copyright, trademark or the sovereign rights of state
regarding Nagoya Protocol, or licenses thereunder, or other property rights. The provision ofthe BIOLOGICAL RESOURCE to the RECIPIENT shall not alter any preexisting right tothe BIOLOGICAL RESOURCE by a third party. THE RIKEN BRC MAKES NO
REPRESENTATIONS AND WARRANTIES THAT THE USE OF THE BIOLOGICALRESOURCE WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, THESOVEREIGN RIGHTS OF STATES REGARDING NAGOYA PROTOCOL, OR OTHERPROPRIETARY RIGHT. The RECIPIENT shall obtain any rights necessary to conduct its
research and development using the BIOLOGICAL RESOURCE 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 of the 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 takeactions 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, arising inconnection with the interpretation or performance hereof as well as the matters which are notexpressly set forth in this AGREEMENT.
15. Any matter or dispute which cannot be settled through said amicable discussion shall be
subject to the exclusive jurisdiction of Tokyo District Court, Japan. This AGREEMENT
shall be governed in accordance with the laws of Japan.

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The RECIPIENT and the RIKEN BRC do hereby sign two original copies of this AGREEMENT
and each party holds one signed copy.
RIKEN BioResource Research Center
3-1-1 Koyadai, Tsukuba, Ibaraki 305-0074, Japan
Director
Toshihiko Shiroishi, Ph.D.

Signature:
Date:

RECIPIENT:
Organization:

Address:

Name of Authorized Representative:
Job Title:
Signature:
Date:

Name of Scientist (Principal Investigator):
Job Title:
Signature:Date:

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