Kyorin University F a c u l t y of Medicine
Department of Biology
Shinkawa, Mitaka, Tokyo 181-8611, Japan
Tel: 81-422-47-5511, Fax/Tel :+81-422-44-1864

MATERIAL TRANSFER AGREEMENT(FOR BIOLOGICAL RESOURCE DISTRIBUTION)

Kyorin University (hereinafter referred to as KYORIN) is engaged in collecting, maintaining, storing,multiplying and distributing various biological resources in order to contribute to the Japanese andinternational research communities for the development of their research and utilization in the field oflife sciences.

In response to the RECIPIENTʼs request for MATERIAL specified asto be used for the purpose ofKYORIN asks that the RECIPIENT agrees to the following before the RECIPIENT SCIENTIST receives
the MATERIAL:

1. The RECIPIENT shall submit the request for permission from KYORIN-Fly to obtain prior writtenconsent to use the MATERIAL for any other purpose than the purposes specified above.

2. The RECIPIENT shall not use the MATERIAL in humans, in plants, or in animals for food use.

3. The RECIPIENT agrees to expressly provide acknowledgement of the KYORIN-Fly as the source ofthe MATERIAL in any publication reporting the use thereof.

4. Any MATERIAL delivered pursuant to this AGREEMENT is understood to be experimental in nature;
it may have hazardous properties and may not necessarily to be fit for a particular purpose.

5. Access to the MATERIAL is restricted specified above under the direct supervision and responsibilityof the RECIPIENT. The RECIPIENT shall not distribute, resell, or otherwise dispose of theMATERIAL to any third party without KYORINʼs prior written consent. The RECIPIENT shall referany request for the MATERIAL to KYORIN. To the extent supplies are available, KYORIN agrees tomake the MATERIAL available to other scientists for teaching or not-for-profit research purposes only,
under a separate material transfer agreement between KYORIN and the requestor containing terms
substantially similar to this MTA

6. Nothing in this AGREEMENT shall be interpreted as KYORIN granting the RECIPIENT any ofKYORINʼs rights under any patents, other intellectual property, or licenses with respect to theMATERIAL.

7. The RECIPIENT shall destroy the MATERIAL when the specified purpose in completed.

8. To the extent permitted by local law, the RECIPIENT assumes all liability for claims against theRECIPIENT by third parties, to the extent such arise from the use, storage, or disposal of theMATERIAL by the RECIPIENT. KYORIN will not be liable for complaints to the RECIPIENT by
any other party, due to or arising from the use of the MATERIAL by the RECIPIENT, except to theextent permitted by law when caused by the gross negligence or willful misconduct of KYORIN.

9. The MATERIAL includes living Genetically Modified Organisms. The RECIPIENT agrees that anyhandling or other activities undertaken in their laboratory with the MATERIAL shall be conducted incompliance with all applicable laws, regulations and guidelines.

10. Where the RECIPIENT is in breach of this AGREEMENT, KYORIN may decline the RECIPIENTʼsrequests to transfer any subsequent MATERIAL or other resources of KYORIN.

11.

Both parties shall discuss issues in good faith to enable the amicable resolution of any mattersarising in connection with the interpretation or requirements of this AGREEMENT.

12. The MATERIAL is provided with an optional transmittal fee solely to reimburse the provider for its
preparation and distribution costs. The amount of the fee will be determined by KYORINʼS rules foruser fees.

13. Any matter or dispute which cannot be settled through said amicable discussion shall be subject tothe exclusive jurisdiction of Tokyo District Court, Japan. This AGREEMENT shall be governed inaccordance with the laws of Japan.

INFORMATION about PROVIDER
Name and Title of KYORIN Scientist: Takeshi Awasaki, PhD, Professor & Head of KYORIN-FLY

Provider Organization: Kyorin University Faculty of Medicine

Address: Department of Biology, Kyorin University Faculty of Medicine,
6-20-2, Shinkawa, Mitaka, Tokyo 181-8611, JapanINFORMATION about RECIPIENT and PRINCIPAL INVESTIGATORName and Title of RECIPIENT Scientist:
Name and Title of Principal Investigator:

Recipient Scientist / Principal Investigator Address:

Name of RECIPIENT Organization:

RECIPIENT Address: