Written Agreement on Collaborative Research Project (Template)This WRITTEN AGREEMENT ON COLLABORATIVE RESEARCH PROJECT (hereinafterreferred to as “the Agreement”) is made and entered into as of [insert MONTH] [insert DATE], [insert
YEAR] (hereinafter referred to as “the Effective Date”)
by and between:
TOYOHASHI UNIVERSITY OF TECHNOLOGY, National University Corporation having its
administrative offices at 1-1, Hibarigaoka, Tempaku-cho, Toyohashi City, Aichi Prefecture, Japan,(hereinafter referred to as “the University”); and[insert the NAME of the COMPANY], a corporation organized and existing under the lawsof [ insert the applicable law for incorporation] with its principal place of business at [ insert the
COMPANY’s ADDRESS](hereinafter referred to as “the Company”).
(hereinafter collectively referred to as “the Parties” and each of them being “the Party”)
NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements set forth
herein contained, and hereby acknowledged, the Parties agree as follows in accordance with the terms
and conditions below:

Section 1.

Definitions

The terms used in the Agreement, except as otherwise expressly provided herein, shall havethe meanings as defined in the NOTE attached hereto.

Section 2.

Theme or the like of Collaborative Research

The University and the Company are in agreement to carry out the following
collaborative research project:(1) Theme of Research:(2) Goal(s) and Description of Research:

(3) Research Location:

Section 3.

Research Period

The research period of the collaborative research project shall be from the Effective Date of
the Agreement to [insert MONTH] [insert DATE], [insert YEAR] (hereinafter referred to as “theResearch Period”).

Section 4.

Researchers Engaged in the Collaborative Research Project

4.1
The University and the Company shall nominate the persons set forth in the
Appendix 1 hereto to the collaborative research project as the In Charge Researchers, respectively.
4.2
The University shall accept a person in charge of the collaborative research projectat the research location in the University as a collaborative researcher from private sector or the like outof the in charge researchers from the Company.
4.3
In case the University and the Company wish to nominate a new faculty official oran employee working for the University or the Company to participate the collaborative research
project as an In Charge Researcher, the University or the Company shall notify in writing to the otherParty in advance to obtain a written consent thereof.

Section 5.

Convocation of Progress Report Meeting

5.1
The University and the Company shall be jointly responsible for the management of
the collaborative research project.
5.2
Through the effective duration of the Agreement, the University and the Company
shall periodically prepare the written progress report under supervision of one another, convene theprogress report meeting, report the progress of the collaborative research project at the progress reportmeeting and consult one another on its development and so forth. For the avoidance of doubt, in
addition to the periodically convened meetings, the University and the Company may request toconvene the progress report meeting through mutual consultation and as necessary.

Section 6.

Preparation of Research Report

Within sixty (60) days from the day following the completion date of the collaborative
research project, the University and the Company shall mutually cooperate to prepare the research
report describing the Research Result attained during the Research Period (hereinafter referred to as“Research Result Report”).

Section 7.

Designation of Know-How

7.1
The University and the Company shall promptly designate the information thatshall fall within the category of the Know-How in the Research Result described in the Research
Result Report through mutual consultation.
7.2
While designating the Know-How, the confidentiality period for which it shall be
kept in confidence shall be explicitly specified.
7.3
The confidentiality period set forth in the immediately preceding paragraph shall be
determined by the University and the Company through mutual consultation and in principle shall bethree (3) years from the day following the completion date of the collaborative research project.
Notwithstanding the foregoing, the University and the Company may either extend or abridge theconfidentiality period through mutual consultation as necessary after the designation of theKnow-How.

Section 8.

Burden of Research Funding

The Company shall bear the research funding set forth in the Appendix 2 hereto (hereinafterreferred to as “the Research Funding”).

Section 9.

Contribution of Research Funding

9.1
The Company shall provide the Research Funding as set forth in the Appendix 2
hereto by use of the invoice issued by the University by the specified due date as set forth in theinvoice.
9.2
In case the Company fails to provide the Research Funding as set forth in theimmediately preceding paragraph by the prescribed due date, the Company shall be liable for extra latecharges calculated per diem at 5.00% per annum from the date following the due date to the date on

which the due amount is paid in full.

Section 10.

Accounting

The University shall be responsible for keeping accounting books and records of the
Research Funding as set forth in the immediately preceding Section. Notwithstanding the foregoing,
the Company may request the University to access and inspect the accounting books and records
relating to the Agreement. In case it is requested from the Company to access and inspect theaccounting books and records relating to the Agreement, the University shall honor such request ingood faith.

Section 11.

Ownership of Facility or the like Obtained by Research Funding

The facility or the like obtained by the Research Funding as set forth in Appendix 2 hereto
shall belong to the University.

Section 12.

Provision or the like of Facilities and Equipment

12.1
The University shall provide the facility and equipment own or managed by the
University as set forth in Appendix 3 hereto for the collaborative research project.
12.2
The University shall accept the facility and equipment own or managed by theCompany as set forth in Appendix 3 free of charge with a consent of the Company for the
purpose of joint use for the collaborative research project among the Parties. For the purpose ofclarification, the University shall keep the equipment accepted from the Company with duty ofcare as a good faith manager during the period of time from the completion of installation to thetime on which an operation to return such equipment to the Company starts.
12.3
Costs and expenses necessary for installing and mounting the equipment as set forthin the immediately preceding paragraph shall be borne by the Company.

Section 13.

Termination of Research and Abridgement or Extension of Research Period

Upon the occurrence of natural disaster or other unavoidable circumstances beyond thecontrol of the Parties during the course of the collaborative research project, the University and theCompany may agree to cease the collaborative research project, otherwise abridge or extend theResearch period of the collaborative research project through mutual consultation. In this case, neither
one of the Parties shall be liable to one another.

Section 14.
Disposition of Research Funding or the like upon Completion or Terminationof Research
14.1
Upon the completion of the collaborative research project or the termination of thecollaborative research project pursuant to the immediately preceding Section, in case an amount offund remains unused in the Research Funding (excluding research fee) contributed pursuant to theSection 9, paragraph 1 hereof, the Company may claim the University to refund such unused amount.
The University, upon being claimed from the Company for the refund, must refund such amount.
14.2
In case any possible shortfall of the Research Funding contributed is anticipated by
the University, the University shall immediately notify such possible shortfall to the Company inwriting. In this case, the Company, through consultation with the University, shall determine whether
to compensate such shortfall on the part of the Company. In case the Company is incapable of bearing
the Research Fund, the University and the Company shall determine whether or not to continue theAgreement through mutual consultation.
14.3
Upon the completion or the termination of the collaborative research project, theUniversity shall return the equipment provided by the Company pursuant to the Section 12, paragraph
2 hereof, to the Company “as is” in the conditions at the time of the completion or the termination of
the collaborative research project.
14.4
Any costs and expenses necessary for the dismantlement and the shipment of such
equipment set forth in the immediately preceding paragraph shall be borne by the Company.

Section 15.

Application Filing or the like of Intellectual Property Rights

15.1
The University and the Company shall promptly disclose and report to each otherthe Invention or the like arising from or relating to the collaborative research project during the courseof the collaborative research project.
15.2
In case the In Charge Researcher from either the University or the Company solely
creates the Invention or the like arising from or relating to the collaborative research project as an
outcome of the collaborative research project, the Invention or the like shall be vest solely either with
the University or the Company to which an inventor belongs, and the University or the Company shallin principle prosecute the Intellectual Property Right applications or pursue other protections on its own

behalf. Notwithstanding the foregoing, the University or the Company shall obtain from all otherParties the confirmation before the Intellectual Property Right (except copyrights, the Know-How and
the Accomplished Tangibles which incur no proceedings such as an application filing) applications is
filed or demanded for a patent or other protection in advance. In this case, any costs and expenses
necessary for an application filing, prosecution and maintenance of the Intellectual Property Rights
shall be borne by a party who is to pursue the IPR protection.
15.3
In case the In charge Researcher from the University and the In Charge Researcher
from the Company jointly create the Invention or the like arising from or relating to the collaborative
research project as an outcome of the collaborative search project and the Invention or the like isdetermined to be filed or demanded for a patent or other IPR protection, the University and theCompany shall determine the equity interest with respect to the Intellectual Property Rights (except
copyrights, the Know-How and the Accomplished Tangibles which incur no proceedings such as anapplication filing) through mutual consultation and then jointly file an application or demand aprotection with respect to the IPR pursuant to a separately contracted Agreement or the like on joint
IPR application filing. Notwithstanding the foregoing, in case the IPR (except copyrights, theKnow-How and the Accomplished Tangibles which incur no proceedings such as an application
filing) is assigned to either the University or the Company from the other party, the University or theCompany shall solely file an application or a demand for the IPR.

Section 16.

Application Filing in Foreign Jurisdictions

16.1
The immediately preceding Section shall apply to the case where the Intellectual
Property Right (excluding copyrights, the Know-How and the Accomplished Tangibles which incur
no proceedings such as an application filing) application for the Invention or the like is filed orregistered or otherwise IPR protection is sought in foreign jurisdictions (hereinafter referred to as “theForeign IPR Application”).
16.2
The University and the Company shall mutually consult each other to pursue theForeign IPR Application.

Section 17.

Preferential Exploitation

17.1
The University shall give either the Company or the Person Designated by theCompany a preferential treatment to allow preferential exploitation of the IPR which was created as an
outcome of the collaborative research project and assigned solely to the University (hereinafter referred
to as the “IPR assigned to the University”) within a period not longer than five (5) years from a filingdate of an application for the IPR or the like, provided that either the Company or the Person

Designated by the Company requests to undertake a preferential exploitation of the IPR assigned to the
University. The terms and conditions of the preferential exploitation shall be determined when theseparately contracted license agreement is entered in agreement.
17.2
The University shall give either the Company or the Person Designated by theCompany a preferential treatment to allow preferential exploitation of the IPR which was created as an
outcome of the collaborative research project and jointly owned between the University and theCompany (hereinafter referred to as the “IPR jointly owned between the University and theCompany”) within a period not longer than five (5) years from a filing date of an application for the
IPR or the like, provided that either the Company or the Person Designated by the Company requests
to undertake a preferential exploitation of the IPR jointly owned between the University and theCompany. The terms and conditions of the preferential exploitation shall be determined when theseparately contracted license agreement is entered in agreement.
17.3
The University, in case either the Company or the Person Designated by theCompany requests to renew the period of the preferential exploitation set forth in the preceding two
paragraphs (hereinafter referred to as the “Preferential Exploitation Period”), shall allow to renew thePreferential Exploitation Period. In this case, how long the renewed period is shall be determinedthrough mutual consultation between the University and the Company.
17.4
The scope, terms and condition of the preferential exploitation in the Agreement
shall be limited to the research theme, goal and content of the research set forth in the Section 2.

Section 18.

Grant of License to a Third Party

18.1
In case that the Company or the Person Designated by the Company fails to
exploit the Intellectual Property Rights assigned to the University although a period of time not longer
than three (3) years elapses during the Preferential Exploitation Period set forth in the preceding
Section, paragraph 1 and paragraph 3 without any justifiable reasons, the University may grant thelicense to exploit the IPR assigned to the University to a person other than the Company or the Person
Designated by the Company (hereinafter referred to as “the Third Party”), after giving an opportunity
to hear an opinion to the Company or the Person Designated by the Company.
18.2
The immediately preceding paragraph shall apply mutatis mutandis to the casewhere the Company or the Person Designated by the Company fails to exploit the IPR jointly owned
between the University and the Company, although a period of time not longer than three (3) years
elapses during the Preferential Exploitation Period set forth in the preceding Section, paragraphs 2 and3 without any justifiable reasons.

18.3
The Company may grant the license to exploit the IPR jointly owned between the
University and the Company to the Third Party after an application or the like for IPR jointly owned
between the University and the Company is filed or the protection therefor is sought. The Company,
upon grant of the license to the Third Party, shall notify the University of the grant of the license.

Section 19.

Assignment of Equity Interest of IPR

19.1
The University may assign, or grant the Exclusive License or the like of, anequity interest of the IPR assigned to the University or the IPR jointly owned between the
University and the Company, which is an outcome of the collaborative research project, solely to
the Company (or the Person Designated through mutual consultation between the University andthe Company). Such assignment or a grant of the Exclusive License or the like of the equity interest
shall be carried out pursuant to an assignment agreement or an agreement on granting the Exclusive
License separately contracted.
19.2
In case the University assigns, or grants the Exclusive License or the like of, anequity interest of the IPR assigned to the University, the IPR jointly owned between the University
and the Company to the Person Designated through mutual consultation between the University andthe Company, the term “the University” set forth in Sections 17, 18, 20 and 21 shall be replacedwith “the Person Designated through mutual consultation between the University and theCompany.”
19.3
The University shall obtain a consent in writing from the Company in advance,
in case the University wishes to assign, or grant the Exclusive License or the like, an equity interestof the jointly owned IPR to a third party other than the Company.

Section 20.

Royalty

20.1
The Company or the Person Designated by the Company shall pay a royalty
pursuant to a separately contracted agreement on the Exploitation to the University, in case theCompany or the Person Designated by the Company wishes to exploit the IPR assigned to the
University.
20.2
The Company or the Person Designated by the Company shall pay a royalty
pursuant to a separately contracted agreement on the Exploitation to the University, in case theCompany or the Person Designated by the Company wishes to exploit the IPR jointly owned
between the University and the Company, in consideration of the fact that the University is not to
explore the IPR by itself. In this regard, however, in case the Company gives an offer to theUniversity requesting the Person Designated by the Company to pay the royalty, such royalty shallbe shared by each of the University and the Company according to the equity interest of the
University and the equity interest of the Company.
20.3
The terms “explore by itself” or “exploitation by itself” set forth in theimmediately preceding paragraph shall exclude “explore” or the “exploitation” for the purpose of anexperiment or a research to confirm the Research Result, regardless of whether or not aconsideration is received. The same applies hereinafter.
20.4
In case the Third Party is authorized to explore the IPR jointly owned by the
University and the Company, the royalty to be paid by the Third Party shall be shared by each of the
University and the Company according to each of the equity interest of the University and theequity interest of the Company.

Section 21.

Annuity or the like of IPR

In case either the Company or the Person Designated by the Company requests thepreferential exploitation set forth in the Section 17 of the IPR with respect to the Invention or the
like created in association with the collaborative research project, the cost and expenses associatedwith or relating to the IPR including not limited to the Official application filing fee and an annuity
for the maintenance of the IPR may be borne by the Company. In this case, the Company may
counterbalance the royalty for the IPR to be paid to the University by the cost and expenses borneby the Company.

Section 22.

Exchange of Information

22.1
The University and the Company shall furnish and disclose information andmaterials necessary for conducting the collaborative research project each other free of charge.
Notwithstanding foregoing, the information on which either one of the University or the Company
owes confidentiality obligation pursuant to an agreement with a third party other than the University
and the Company is exempted from such furnishing or disclosure.
22.2
The materials furnished from either the University or the Company shall be
returned to the other party after the completion or cessation of the collaborative research project.

Section 23.

Confidentiality

23.1
The University and the Company shall keep any and all technical or businessinformation which may be furnished or disclosed by the other party or come to notice of the
University or the Company during the course of the collaborative research project in confidence andshall not disclose or divulge such confidential information to anyone other than enumerated as the
In Charge Researchers set forth in the Appendix 1 and those concerned bare essentials for the
performance of the collaborative research project (hereinafter referred to as “the In Charge
Researcher or the like”) . In addition, the University and the Company shall secure the In Charge
Researchers or the like to owe the confidentiality obligation to keep the Confidential Information
furnished or disclosed by the other party in confidence even after leaving its duty or termination of
employment of the In Charge Researcher or the like. The Confidential Information herein does notinclude:(a) Information which can be proven to have been in possession of the disclosed party
prior to the disclosure or the time on which the Confidential Information comes to its notice;(b) Information which at the time of disclosure or the time on which the Confidential
Information comes to notice of the disclosed party is already known in the public domain;(c) Information which after disclosure or the time on which the Confidential Information
comes to notice of the disclosed party becomes part of the public domain due to grounds
unattributable to the disclosed party;(d) Content which can be proven to have been lawfully obtained from a third party who
has a due authority;(e) Information which can be proven to have been developed or acquired independently
from the information disclosed by the other party; and(f) Information of which disclose is authorized by the other party who has disclosed or
furnished the information by prior consent in writing of the other party.
23.2
Neither the University nor the Company B shall use the Confidential
Information which is furnished or disclosed by the other party in confidence or which comes to
notice of the University or the Company for the purpose other than the authorized purpose under thecollaborative research project. Notwithstanding the foregoing, it shall not apply to the case where
the other Party give the consent in writing in advance.
23.3
The confidential obligation set forth in the preceding two paragraphs takes effectconcurrently with the commencement of the collaborative research project pursuant to the Section 3
and survive the completion or termination of the collaborative research project for three (3) years
thereafter, provided, however, that the University and the Company may extend or abridge such period
through mutual consultation.

Section 24.

Treatment of Research Result

24.1
The University and the Company may disclose, announce or publicize the
Research Result achieved in the collaborative research project (in case the Research Period ismulti-year, the Research Result achieved in the reference fiscal year) after six (6) months elapsed
computing from the day following the completion the collaborative research project (in case theresearch period is multi-year, a fiscal year end in the reference fiscal year), subject fully to theconfidentiality obligation of the Confidential Information as set forth in the Section 23 hereof(hereinafter referred to as the “Research Result Publication or the like”). Provided, however, paying
due attention of academic social mission to make the Research Result Publication of the University,
the time to allow the Research Result Publication may be accelerated with consent of all of the otherParties. For the avoidance of doubt, neither the University nor the Company shall disclose theKnow-How and the Accomplished Tangibles without consent of the other Party under any
circumstances.
24.2
In the case as set forth in the preceding paragraph, the University or theCompany who wishes to make the Research Result Publication or the like (hereinafter referred to as
the “Publishing Party”) shall transmit to show the content of the proposed Research Result
Publication in writing to the other Party at least sixty (60) days prior to the intended day of the
Research Result Publication. For clarification, the Publishing Party may, with written consent of theother Party in advance, manifest that the Research Result is resulting from the collaborative research
project.
24.3
In case the other Party receiving the transmittal of the proposed Research Result
Publication set forth in the immediately preceding Paragraph from the Publishing Party determine
that, in light of the content of the Research Result Publication as proposed, it might adversely affectthe expected future interests of the parties, within thirty (30) days from the receipt of suchtransmittal, the other Party shall demand in writing to the Publishing Party that certain modification
shall be made to the technical information to be disclosed, announced or publicized, and in thisevent, the Publishing Party shall fully consult with the other Party. The Publishing Party shall notdisclose or publicize the part of the proposed Research Result Publication to which concern toadversely affect the expected future interests of the Parties has been raised without consent of theother Party. Notwithstanding the foregoing, the other Party shall not unreasonably refuse suchconsent.
24.4
The period for transmittal as set forth in Paragraph 2 shall be three (3) years
computing from the day following the completion of the collaborative research project.
Notwithstanding the foregoing, the University and the Company may extent or abridge such period
through mutual consultation.
24.5
The term “the completion of the collaborative research project” in this Section
shall be replaced with “the termination of the collaborative research project” in case thecollaborative research project is terminated and the Research Result obtained in the interim is to bedisclosed or the like.
24.6
The University may use free of charge the IPRs associated with or relating to theInventions or the like created through the performance of the collaborative research project for the
purpose of the education and research activities conducted by the University, provided that theconfidentiality obligation of the Know-How as set forth in the Section 7 and the confidentiality
obligation as set forth in the Section 23 are fully in compliance.
24.7
The inventor or the creator of the Accomplished Tangibles belonging to the
University, even after leaving its duty or termination of employment in the University, may exploit
the IPRs associated with or relating to the Inventions or the like created through the performance ofthe collaborative research project only for the purpose of an education and research at the research
institute (limited to Non Profit Research Institute) to which the inventor or the creator will belong in
the future upon submission of an application for the license for the research to the University,
provided that the inventor or the creator complies with the confidentiality obligation of theKnow-How as set forth in the Section 7 and the confidentiality obligation as set forth in the Section
23.

Section 25.

Participation and Cooperation of Research Cooperator

25.1
In case any of the University and the Company determines that participation orcooperation of a person other than the In Charge Researcher is necessary for carrying out thecollaborative research project, as the case may be, either the University or the Company may admit
such person other than the In Charge Researcher as a research cooperator to participate in thecollaborative research project with a consent of the other Party.
25.2
While admitting the research cooperator other than the In Charge Researcher, theUniversity or the Company who requests the consent of the other Party to admit the researchcooperator other than the In Charge Researcher (hereinafter referred to as “the Requesting Party”) shallcause the research cooperator to comply with the terms and conditions of the Agreement.
25.3
The provisions as set forth in the Section 15 shall apply mutatis mutandis to thecase where the research cooperator creates the Invention or the like as an outcome of the collaborative
research project.

Section 26.

Termination of Agreement

26.1
The University may terminate the Agreement in case the Company fail to pay the
Research Funding pursuant to the Section 9, paragraph 1 by the prescribed due date.
26.2
In case the following default occurs on the side of either the University or theCompany, and non-defaulting party formally demands to remedy such default but the defaulting party
fails to remedy such default within thirty (30) days after the formal demand, the non-defaulting party
may terminate the Agreement:(a) In case the other party commits illegitimate action or inappropriate conduct during thecourse of the fulfillment of the Agreement; or(b) In case the other party breaches the Agreement.

Section 27.

Damage Compensation

In case the University, the Company, the In Charge Researcher or the Research Collaborator
inflicts damage to other Party due to the event as set forth in the immediately preceding Section or
willful misconduct or act of gross negligence of the University, the Company, the In Charge
Researcher or the Research Collaborator, the University or the Company shall compensate for suchdamages. Notwithstanding the foregoing, in case that the damages result from the Research
Collaborator’s willful misconduct or act of gross negligence, such damages incurred can be claimed forcompensation to the Research Collaborator who is liable for the damage through mutual consultation
among the University, the Company and the Research Collaborator.

Section 28.

Effective Period of Agreement

28.1
The Agreement shall continue in full force and effect during the term of period
defined in the Section 3 hereof.
28.2
Provisions in the Sections 6, 7, 14 to 25, 27 and 30 shall survive the termination or
expiration of the Agreement, unless and until the subject matter prescribed in those provisions become
irrelevant in its entirety.

Section 29.

Mutual Consultation

Matters not specifically provided for in the Agreement shall be determined by the University
and the Company through mutual consultation as necessary.

Section 30.

Jurisdiction

Any and all controversy or dispute arising out of or in connection with the Agreement shallbe adjudicated before the Nagoya District Court where the University is located.

IN WITNESS WHEREOF, each of the Parties hereto has caused the Agreement to be executed in
duplicate counterpart original, each of which is to be kept in trust by each of the Parties, by its duly
authorized representatives to be effective as of the day and year first hereinabove written.

[the University]
For and on behalf of TOYOHASHI UNIVERSITY OF TECHNOLOGY, National University
Corporation
Address: 1-1, Hibarigaoka, Tempaku-cho, Toyohashi City, Aichi Prefecture, Japan
By: Akifumi Suzuki
Title: Secretary General, In charge of Contract
Dated: [insert MONTH] [insert DATE], [insert YEAR][the Company]
For and on behalf of [insert the name of the Company]

Address: [insert the address of the Company]

By: [ insert the name of signing person
Title: President, CEO]

Dated: [insert MONTH] [insert DATE], [insert YEAR]

Appendix 1: In Charge Researchers (Matters relating to the Sections 1, 4 and 23)
Party

Name

Role under Collaborative Research
Project

Organization and Title

The #University

Engineering/

The
Company
Note: Name of the principal researcher shall be identified with “#”, Name of the private
sector collaborative researcher shall be identified with “*”.
Appendix 2: Collaborative Research Fund (Matters relating to the Sections 8, 9 and 11)
Party

Direct Expense

Indirect Expense

Research Fee

The
University

－

－

－

The
Company

JPY

JPY

JPY

Sub Total

JPY

JPY

JPY

Total (Direct Expense + Indirect Expense + Research Fee)
(Including consumption tax and local consumption tax)

JPY

Appendix 3: Facilities/ Equipment (Matters relating to the Section 12)
Party
The
University
The
Company

Name of Facility

Equipment
NameSpecification

QuantityNOTE: Definitions

The terms used in the Agreement shall have the meaning as assigned to such terms below:
1.

The term “Research Result” means any technical achievement, including but not limited tocreation of invention, device, design, copyrighted work, know-how and accomplished tangibles or
the like obtained in the course of the collaborative research project, relating to the goal of thecollaborative research project as defined as conceived result in the Research Report, and developed
under the Agreement.

2. The term “Intellectual Property Right” or “IPR” means:(a)

Utility patent rights under Japan Patent Act (Sho-34 Legislation No.121), utility
model rights under Japan Utility Model Act (Sho-34 Legislation No.123), design rights
under Japan Design Act (Sho-34 Legislation No.125), trademark rights (Sho-34 Legislation
No.127), circuitry layout rights of semiconductor chips for semiconductor integrated circuitunder Act on circuitry layout of semiconductor integrated circuit (Sho-60 Legislation No.43),
breeder’s rights under Act on Plant Variety Protection (Hei-10 Legislation No.83) and therights equivalent or similar to the above-mentioned rights granted in the foreign jurisdictions;(b)Rights to patent set forth under the Japan Patent Act, right to obtain a utility model
registration set forth under the Japan Utility Model Act, right to obtain a design registration set
forth under the Japan Design Act, right to obtain a trademark registration set forth under the
Trademark Act, right to obtain a registration of a setting of layout exploitation right set forth
under Article 3, first clause (paragraph) of the Act on Circuitry Layout of Semiconductor
Integrated Circuit, right to obtain breed registration set forth under Article 3, first clause(paragraph) of the Act on Plant Variety Protection and the rights equivalent or similar to theabove-mentioned rights granted in the foreign jurisdictions;(c)Rights to copyrighted work of computer program and copyrighted work of database
under the Copyright Law of Japan (Sho-45 Legislation No.48) (hereinafter collectively
referred to as the “Software Programs” in the Agreement) and the rights equivalent orsimilar to the above-mentioned copyright granted in the foreign jurisdictions;(d) Technical information which may be kept in confidence and contains proprietary value,as specifically so designated by the University and the Company through mutual
consultation (hereinafter referred to as” the Know-How” in the Agreement); and(e)Any material, sample, prototype, model article, laboratory equipment and electronic
or printed recording medium recording various research achievement information/results whichcontains academic or proprietary value in the course of the collaborative research project (hereinaftercollectively referred to as “the Accomplished Tangibles.”3.
The term “Invention or the like” as used in the Agreement means, in case of the subject
matter patentable and protected under the utility patent rights, invention, in case of the subject matter
protected under utility model rights, device, in case of the subject matters protected under design rights,
circuitry layout exploitation rights and protected under copyright such as the Software Programs,
created work, in case of the subject matters protected under the trademark rights, trademark, in case of
the subject matters protected under breeder’s right, breed plant and, in case of the subject matters
protected as the Know-How, conception of know-how.
4.
The term “Exploit” or “Exploitation” as used in the Agreement, in the context of theIntellectual Property Rights or the license thereof, means acts defined in Article 2, Paragraph 3 of the
Patent Act of Japan, acts defined in Article 2, Paragraph 3 of the Utility Model Act of Japan, acts
defined in Article 2, Paragraph 3 of the Design Act of Japan, acts defined in Article 2, Paragraph 3 of
the Trademark Act of Japan, acts defined in Article 2, Paragraph 3 of the Act on Circuitry Layouts for
Semiconductor Integrated Circuit of Japan, acts defined in Article 2, Paragraph 5 of the Plant Variety
Protection Act of Japan, acts defined in Article 2, Paragraph 1 of the Copyright Act of Japan, use of theKnow-How and exploitation of the Accomplished Tangibles.
5.

The term “Exclusive License or the like” means:(a) Exclusive right (license) to explore set forth under the Japan Patent Act, exclusive right(license) to explore set forth under the Japan Utility Model Act, exclusive right (license) to
explore set forth under the Japan Design Act, and exclusive right (license) to use set forth under
the Trademark Act;(b) Exclusive right (license) to explore set forth under the Act on Circuitry Layout of
Semiconductor Integrated Circuit(c) Exclusive right to exploit set forth under the Act on Plant Variety Protection(d) Rights to exclusively exploit those subject to rights set forth in the Section 2, paragraph 2 ofthe present definition;(e) Rights to exclusively exploit copyrighted works protected under copyright such as theSoftware Programs;(f) Rights to exclusively explore the Know-How in connection with rights set forth in the
Section 2, paragraph 4 of the present definition; and(g) Rights to exclusively explore the tangible achievement set forth in the Section 2, paragraph 5of the present definition.

6.

The term “In Charge Researcher” as used in the Agreement means a person working for
the University or the Company and engaging in the collaborative research project and whosename is listed in the Appendix 1 to the Agreement and a person who falls into the definitions in
the Section 4, paragraph 2 of the Agreement. Also the term “Research Collaborator” as used in
the Agreement means a person who cooperatively participates in the collaborative research
project other than those listed in the Appendix 1 to the Agreement or defined in the Section 4,
paragraph 2 of the Agreement.

7 The term “Person Designated by the Company” as used in the Agreement means a person who
exploits the Patents or the like substantially with the Company in the integrated manner and is
identifiable as the Company, such as an affiliated company of the Company under the capital
relationship, and defined when a joint application filing is made or a license agreement is
contracted through mutual consultation between the University and the Company.