Material Transfer Agreement (Draft)
The University of Tokyo (the “University”) and [Company Name] (the “Recipient”)(hereinafter collectively referred to as the “Parties” and each individually a “Party”) enter into thisMaterial Transfer Agreement (this “Agreement”) on the terms and conditions defined in
the Terms and Conditions of the Material Transfer Agreement attached to thisAgreement, for the provision of the Material set out in the Agreement Particulars as
follows;.
Agreement Particulars
1. The University

The University of Tokyo
Contact Person
Position, Dept.

2. The RecipientName

3. The Material

Details
Quantity
4. Purpose of Use
5. Conditions of Use
6. Recipient Researcher(s)
7. Place(s) of Use
8. Modifications to theMaterial（To be selected from 3-options.）Prohibited
Approval required on case-by-case basis
Approved

9. Publications of ResultsConsultation required on case-by-case basis

Obtained by Using theMaterialApproved, on the condition that the Recipient clearlyspecifies the source
Approved（To be selected from 3-options.）

10. Feeyen (excl. consumption tax)

11. Due Date for Payment
of Fee12. Confidentiality Period,[month day, year]

years from the execution date of this Agreement113. Period for Reporting
New Results

years from the execution date of this Agreement

14. Effective Termfrom the execution date of this Agreement
until,[month day, year]

15. Dealing with theMaterial afterTermination of
AgreementReturn it (Chapters 1 and 2 apply)
Dispose of it (Chapters 1 and 3 apply)
Transfer it to the Recipient (Chapters 1 and 4 apply)（To be selected from 3-options.）

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in
duplicate originals by their duly authorized representatives.
The University and the Recipient have prepared two copies of this Agreement, and the
University and the Recipient shall each retain one copy.
Execution Date:,

The University: The University of Tokyo
7-3-1 Hongo, Bunkyo-ku, Tokyo
Signed by：
Title：

The Recipient:
Signed by ：Title ：

(Accompanied with Terms and Conditions for The Material Provision Agreement )2

Terms and Conditions for The Material Transfer Agreement
Chapter 1 General Rules
Article 1(The Material)

The “Material” means the tangible form of the material owned by the University set forthin Paragraph 3 of Agreement Particulars. If the tangible form of the material can breedor propagate, then its progeny and propagations are also to be considered as the Material.

Article 2(Provision of the Material)

The University shall provide the Recipient the Material.

Article 3(Purpose of Use; Scope of Use)

The Recipient shall not use the Material in a way that exceeds the Purpose of Use or theConditions of Use set forth in Paragraphs 4 and 5, respectively, of Agreement Particulars.

Article 4(Recipent Researcher(s); Place(s) of Use)

The Material may be used by only the Recipient Researcher(s) and at only the Place(s) of
Use set forth in Paragraphs 6 and 7, respectively, of t Agreement Particulars; provided,
however, that in the event of an unavoidable circumstance the Recipient may change theRecipient Researcher(s) and Place(s) of Use on the condition that the Recipient obtains
the University’s prior approval by sending the University a written explanation for thechange.

Article 5(Property Rights)

Except as otherwise expressly set forth in this Agreement, none of the provisions of thisAgreement provide for the transfer or licensing of any of the rights concerning the3Material, such as ownership rights, copyrights, and the industrial property rights thatbelong to the University.

Article 6(Disclaimer)

In providing the Material, the University makes no warranties or guarantees, which
includes no guarantee that the Recipient’s use of the Material will not infringe any
intellectual property right (such as a third party’s intellectual property right) and no
warranty of merchantability or fitness for a particular purpose. The Recipient bears any
and all liability for damage to itself or a third party in connection with the Recipient’s useof the Material.

Article 7(Handling the Material)

7.1

The Recipient acknowledges that the Material is for research purposes and that theMaterial’s features have not been fully corroborated, and the Recipient shall handle
the Material cautiously with adequate care.

7.2

The Recipient shall handle the Material in accordance with all applicable laws andrules, with all regulations and guidelines established by the government or public
institutions, and with public order and morals.

7.3

The Recipient shall not use the Material in human subject.

Article 8(Modifications)

Modifications to the Material by the Recipient shall be carried out as follows inaccordance with the box selected in Paragraph 8 of Agreement Particulars:
Prohibited:

The Recipient shall not modify the Material.

Approval required on case-by-case basis:
Whenever the Recipient wishes to modify the Material, theRecipient shall obtain the University’s prior written approval forthat specific modification.
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Approved:

Article 9
9.1

The University grants its prior approval for the Recipient tomodify the Material.

(Handling the Creation of New Results)

In the event that new results are obtained from research and development by using
the Material, the Recipient shall inform the University immediately of the detailsof those results.

9.2Intellectual property rights arising out of the new results from research anddevelopment mentioned in Article 9.1 will be jointly owned by the University andthe Recipient. The University and the Recipient shall consult with each other withrespect to their respective shares.

9.3

If the Recipient intends to use the new results from research and development
mentioned in Article 9.1 for the purpose of making profit, the Recipient shallimmediately inform the University of the details of its intended use and consult with
the University how to handle consideration and the like arising from the intended
use.

9.4

Articles 9.1 and 9.3 are effective from the execution date of this Agreement until
the end of the period set forth in Paragraph 13 of Agreement Particulars.

Article 10 (Publishing Results Obtained by Using the Material)
Publications, such as of research papers on results obtained by the Recipient’s use of theMaterial, shall be carried out as follows in accordance with the box selected in Paragraph
9 of Agreement Particulars:
Approved on the condition that the Recipient clearly specifies the source:
Whenever the Recipient intends to publish (for example, in theform of a research paper) results obtained by using the Material,
the Recipient shall specify that they were provided by the Contact
Person set forth in Paragraph 1 of Agreement Particulars.

5Consultation required on case-by-case basis:
Whenever the Recipient intends to publish (for example, in theform of a research paper) results obtained by using the Material,
the Recipient shall consult in advance with the University on thatspecific publication.
Approved:

The University grants its prior approval for the Recipient topublish (for example, in the form of a research paper) results
obtained by the Recipient’s using the Material.

Article 11 (No Provision to Third Party)
The Recipient shall not provide the Material to a third party without the University’s priorwritten approval.

Article 12 (Assigning Rights and Obligations)
Neither the University nor the Recipient may assign or transfer to a third party either its
status as a Party to this Agreement or all or part of its claims or liabilities under thisAgreement, unless it has obtained the other Party’s prior written approval to do so.

Article 13 (Consideration)
13.1 In consideration of the University’s providing the Material, the Recipient shall pay
the University the amount set forth in Paragraph 10 of Agreement Particulars (the“Fee”), together with the consumption tax for that amount.
13.2 The Recipient shall, no later than the due date for payment set forth in Paragraph
11 of Agreement Particulars (“Due Date for Payment”), pay the Fee by wiretransfer to a bank account designated by the University and bear the bankcommission charged on the wire transfer.
13.3 If the Recipient does not pay the Fee in full by the Due Date for Payment, theUniversity may claim from the Recipient a late payment penalty by charging
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interest on the unpaid amount calculated at 3% per annum for each day after the
Due Date for Payment until and including the day the Fee are paid in full.
13.4 Under no circumstances the University is required to return money the Recipient
has already paid it under this Agreement.

Article 14 (Sharing of Expenses)
The Recipient shall bear the expenses involved in the delivery, maintenance, repair,modification, return, and the like of the Material.

Article 15 (Confidentiality)
15.1 The Recipient shall keep confidential (i) management and business information
disclosed by the University, and (ii) technical information, including all information
related to the Material. The Recipient shall not use such information for any
purpose other than the Purpose of Use set forth in Paragraph 4 of Agreement
Particulars and shall not disclose or divulge such information to a third party
without the University’s prior approval.
15.2 The Recipient shall cause its executives and employees who needs to know andreceive information disclosed to the Recipient from the University to be bound by
the same duty of confidentiality as the Recipient is under this Agreement.
15.3 The duty of confidentiality set forth in this Agreement does not apply to thefollowing:(1) information that a Party can prove it already possessed at the time that Party
was disclosed or acquired that information;
(2)
(3)
(4)
(5)

information that was already public knowledge at the time it was disclosed toor acquired by a Party;
information that became public knowledge through no fault of the Party who
was disclosed it or acquired it;
information that a Party can prove it acquired legally from a third party withproper authority;
information that a Party can prove it developed or acquired independently

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(6)
(7)

without relying on information the other Party disclosed to it.
information that a Party is required by court order, law, or ordinance todisclose;
information that a Party has the other Party’s prior written consent to disclose.

15.4 Articles 15.1, 15.2, and 15.3 will remain effective for the period set forth inParagraph 12 of Agreement Particulars.

Article 16 (Inspection)
The University may, at any time, either carry out an on-site inspection on the Material
where the Material is being used or request the Recipient to provide it a report on required
matters regarding the Material. The University may also give the Recipient the
instructions necessary to maintain, manage, and return the Material.

Article 17 (Loss of or Damage to the Material)
If the Recipient loses or damages the Material, the Recipient shall immediately provide
the University a detailed written report and follow the University’s instructions. In thiscase, if the cause of the loss or damage is connected to a natural disaster, fire, or theft,then the Recipient shall attach to the report a certificate issued by a relevant government
authority and attesting to the fact and cause of the loss or damage.

Article 18 (Compensation)
If the Recipient causes damage to the University in relation to this Agreement, then the
Recipient is liable for compensating the University for that damage, unless thisAgreement separately provides otherwise.

Article 19 (Effective Term)
This Agreement is effective from the date it is executed to the date set forth in Paragraph
14 of Agreement Particulars.

8Article 20 (Rescission)
20.1 If the University or the Recipient breaches all or part of this Agreement, then theother Party may request the breaching Party to cure the breach within a period set
by the other Party. In this case, if the breaching Party does not cure the breach
within that period, the other Party may rescind this Agreement.
20.2 If the Recipient does not pay the consideration set forth in Article 13 by the Due
Date for Payment, the University may rescind this Agreement.

Article 21 (Entire Agreement)
The University and the Recipient agree that this Agreement sets forth the entire agreement
between them in relation to the provision of the Material and that it supersedes all
agreements exchanged between them before this Agreement was executed.

Article 22 (Cancellation; Amendments)
22.1 The University and the Recipient may, upon their agreement, cancel or amend allor part of this Agreement.
22.2 The University and the Recipient each may cancel this Agreement by notifying theother party in writing at least three months before the desired rescission date.

Article 23 (Governing Law; Jurisdiction)
This Agreement shall be governed by, construed and interpreted under the laws of Japan.
The Parties agree the all the lawsuits hereunder shall be exclusively brought in theTokyo District Court of Japan.

Article 24 (Consultation)
In the event that a matter arises that is not set forth in this Agreement or a doubt arises inrelation to this Agreement, The University and the Recipient shall resolve the issue by

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consulting each other on it in good faith.

Chapter 2 Returning Material After Termination of Agreement
Article 25 (Dealing with Returns)
This Chapter applies in the case that “Return it” is selected in Paragraph 15 of Agreement
Particulars.

Article 26 (Receiving the Material)
When the Recipient receives the Material, it shall provide the University a written receipt.

Article 27 (Returning the Material)27.1 The Recipient shall return the Material to a place designated by the University by
the last day of the Effective Term set forth in Paragraph 14 of Agreement Particulars.
27.2 If the Recipient breaches any terms or conditions of this Agreement or if the
University believes it is especially necessary for the Recipient to return the Material,
the Recipient shall follow the University’s instructions and promptly return the
Material.

Article 28 (Handling of Information Received)
In the case the Recipient has to return the Material to the University in accordance with
Article 27, the Recipient shall follow the University’s instructions concerning thehandling of information the University disclosed the Recipient under this Agreement(including tangible items that include such information).

Article 29 (Surviving Articles)
Articles 9, 10, 13, 15, 18, and 23 will remain effective even after this Agreement has
10terminated (regardless of the reason for its termination).

Chapter 3 Disposing of Material After Termination of Agreement
Article 30 (Dealing with Disposals)
This Chapter applies in the case that “Dispose of it” is selected in Paragraph 15 ofAgreement Particulars.

Article 31 (Disposing of the Material)
When this Agreement has terminated (regardless of the reason for its termination), theRecipient shall dispose of the Material in a manner adequately considerate of maintaining
confidentiality and guaranteeing safety. The Recipient is solely responsible for the
disposal of the Material.

Article 32 (Handling of Information)
In the case the Recipient has to dispose of the Material in accordance with Article 31, theRecipient shall, in accordance with the University’s instructions, promptly either return,dispose of, or delete information the University disclosed the Recipient under thisAgreement (including tangible items that include such information).

Article 33 (Surviving Articles)
Articles 9, 10, 13, 15, 18, 23, 31, and 32 will remain effective even after this Agreement
has terminated (regardless of the reason for its termination).

Chapter 4 Transferring Material After Termination of Agreement
Article 34 (Dealing with Transfers)

11This Chapter applies in the case that “Transfer it to the Recipient” is selected in Paragraph
15 of Agreement Particulars.

Article 35 (Disposing of the Material)
When this Agreement has terminated (regardless of the reason for its termination), theUniversity shall, free of charge, transfer the Material to the Recipient.

Article 36 (Disposing of Information)
In the case the University transfer the Material to the Recipient in accordance with Article
35, the Recipient shall follow the University’s instructions concerning the disposing of
information the University disclosed the Recipient under this Agreement (including
tangible items that include such information).

Article 37 (Surviving Articles)
Articles 5 through 7, 9, 10, 11, 13, 15, 18, 23, 35, and 36 will remain effective even after
this Agreement has terminated (regardless of the reason for its termination).
—End of Terms and Conditions for Material Provision Agreement—

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