Cell Appendix:TERMS and CONDITIONS_p_J
2019.01.10

Human iPS : 【for-profit】(1) The RECIPIENT recognizes and acknowledges that KYOTO UNIVERSITY retains the ownership of BIOLOGICAL RESOURCE(“ORIGINAL CELL”) and any cell reproduced or propagated directly or indirectly from the ORIGINAL CELL regardless of maintaining
identity with the ORIGINAL CELL (“CELL”). The ORIGINAL CELL and CELL are referred to herein as the “MATERIAL”.
(2) The RECIPIENT shall not use the MATERIAL for any purpose other than research purpose of conducting the research set forth in theMATERIAL TRANSFER AGREEMENT between RIKEN and the RECIPIENT (“RESEARCH PROJECT”).
(3) The RECIPIENT acknowledges that this Agreement is not the agreement to license the intellectual property rights owned by KYOTO
UNIVERSITY to the RECIPIENT. The RECIPIENT also acknowledges that no express or implied licenses or other rights are provided to theRECIPIENT from KYOTO UNIVERSITY to use the MATERIAL or any related patents of KYOTO UNIVERSITY for commercial purposes.
(4) The RECIPIENT shall negotiate in good faith with iPS Academia Japan Inc. to establish the terms of a patent license for the patent or patentapplication, related to the technologies of induced pluripotent stem cells for the receipt and use of the MATERIAL for the RESEARCH
PROJECT.
(5) The RECIPIENT acknowledges that the MATERIAL was created through introduction of transgenes and that any experiments withimplantation or inoculation of the MATERIAL into living organisms will be deemed recombinant DNA experiment. The RECIPIENT agree tocomply with all laws, rules and regulations applicable to perform recombinant DNA experiment and secure necessary approval before
conducting such experiments.
(6) The RECIPIENT shall obtain the approval of the applicable review board, ethical committee and/or other equivalent committees of theRECIPIENT, based on its internal rules, to use the MATERIAL and/or any derivatives, including but not limited to RNAs, DNAs and/orcells differentiated from the MATERIAL (“DERIVATIVE”).
(7) The RECIPIENT agrees that the MATERIAL and DERIVATIVE;a) will not be used to create human embryos;b) will not be used to create human admixed embryos with embryos of animals including human;c) will not be used to induce differentiation to germ cells; andd) will not be used in human subjects for any purpose.
(8) The MATERIAL shall be used only within the RECIPIENT’s premises by the RECIPIENT itself and others working under RECIPIENT’s
direct supervision, and shall not be used by or be provided to anyone else within or outside the RECIPIENT organization (“THIRD PARTY”)
without the prior written consent of KYOTO UNIVERSITY.
(9) The DERIVATIVE shall not be used for any purpose other than RESEARCH PROJECT without the prior written consent of KYOTOUNIVERSITY.
(10) RECIPIENT shall not provide or make DERIVATIVE available for sale, lease or any other for-profit activities, either with charge or free ofcharge, to THIRD PARTY. If RECIPIENT wishes to provide or transfer the DERIVATIVE to THIRD PARTY within the scope ofRESEARCH PROJECT, RECIPIENT will first obtain prior written consent of KYOTO UNIVERSITY. It is recognized by the RECIPIENT
that such transfer of DERIVATIVE may require an appropriate commercial license from KYOTO UNVIERSITY or through iPS Academia
Japan Inc..
(11) At the time of publication of the result from using the MATERIAL and/or DERIVATIVE in the RESEARCH PROJECT, whether in print orin electronic form, the RECIPIENT shall provide a copy of each publication to KYOTO UNIVERSITY.
Medical Applications Promoting Office
Center for iPS Cell Research and Application (CiRA), Kyoto University
E-mail: cira-keiyaku@cira.kyoto-u.ac.jp FAX: 81-75-366-7180
URL: http://www.cira.kyoto-u.ac.jp/e/index.html(12) The RECIPIENT agrees to cite the papers specified below and provide appropriate acknowledgement of the source of the MATERIAL
and/or DERIVATIVE in all publications.
Citation : Okita K, et al. An Efficient Non-viral Method to Generate Integration-Free Human iPS Cells from Cord Blood and Peripheral
Blood Cells. Stem Cells. 2013 Mar; 31(3): 458-66
Nakagawa M, et al. A novel efficient feeder-free culture system for the derivation of human induced pluripotent stem cells.
(Scientific Reports 4: 3594 (2014).
(13) If the RECIPIENT desires to file patent application(s) claiming inventions made by the RECIPIENT through the use of the MATERIAL
and/or DERIVATIVE, the REIPIENT agrees to notify KYOTO UNIVERSITY after the publication of the patent application.
(14) The RECIPIENT agrees to grant to KYOTO UNIVERSITY a non-exclusive, royalty-free license, to RECIPIENT’s interest in any
inventions or discoveries which are acquired by its use of the MATERIAL and/or DERIVATIVE, for teaching and academic research

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2019.01.10
purposes, and will not exercise such intellectual property rights against KYOTO UNIVERSITY for such purpose.
(15) The RECIPIENT agrees that KYOTO UNIVERSITY makes no representations and extends no warranties of any kind, either expressed orimplied. There are no express or implied warranties of merchantability or fitness for a particular purpose, or that the use of the MATERIAL
and/or DERIVATIVE will not infringe any patent, copyright, trademark, or other proprietary rights. The RECIPIENT assumes all liability fordamages which may arise from its use, storage or disposal of the MATERIAL and DERIVATIVE. KYOTO UNIVERSITY will not be liable tothe RECIPIENT for any loss, claim or demand made by the RECIPIENT, or claim or demand by any other party made against theRECIPIENT, due to or arising from the use of the MATERIAL and DERIVATIVE by the RECIPIENT.
(16) The RECIPIENT agrees that RIKEN informs to KYOTO UNIVERSITY of the names of RECIPIENT organization and the RECIPIENT
Scientist, the title of the RESEARCH PROJECT and the date of distribution.

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