Collaborative Research Agreement(Draft)The University of Tokyo (the “University”) and [Company Name] (the “Partner”; the University and
the Partner being collectively referred to as the “Parties” and each individually a “Party”) enter into
this Collaborative Research Agreement (this “Agreement”) on the terms and conditions defined in theTerms and Conditions of Agreement attached to this Agreement, to conduct the collaborative
research (the “Collaborative Research”) set out in the Agreement Particulars as follows.

Agreement Particulars
1. TheUniversity:
2. ThePartner:
3. Research
Title:
4. Research
Purpose:
5. Research
Description:

The University of Tokyo(available detailed research program description to be annexed)

Name

6. Participantsof Research(Additional
member list to
be annexed)

Division /Title

Role in the Research

Principal
Investigator of the
University
Overall program coordination(Settingupmeetings,
Managing schedules, Checking
milestones).
Team Organization Chart to beannexed if applicable.

Research
Coordinator of the
University(If provided)
Principal
Investigator of thePartner

If Application
for residency at The researcher fromthe University the Partner taking
is necessary, theresidency at thename shall be
University
listed.
7. Research Schedule: (the detail tobe annexed)

Application for
the research
activity madeprior theresidency.

Y or N

Milestones:
Preliminary Report by the end of 1st Year (DATE)Secondary Report by the end of 2nd Year (DATE)
Final Report at the end of Research Period (DATE)

1

8. Place of Research:
9. Research Period:

10.

From ___________________ through ___________________
Research Costs ¥(Article 7.1(1))
Research
Support¥ExpensePayment for Research Expenses:(Article 7.1(2))
Research Fee¥(Article 7.1(3))
Total

11.

Provision of Facility andEquipment:¥
Facility
Name

Name

Equipment
Specifications

Qty

The University
The Partner

12.

Period for Confidentiality Obligations regarding
Know-How:

13.

Period of general Confidentiality Obligations:14.

Implementation Target Period:

Until three (3) years after the day
immediately following the ResearchCompletion Date
Until three (3) years after the day
immediately following the ResearchCompletion Date
Until three (3) years after the day
immediately following the day when the
Application is filed in any jurisdiction in
respect of the relevant Intellectual Property
Rights.

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

The Partner:

The University:

Signed by
Title

：
：

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

：
：

2

I,
, named as the Principal Investigator of the University, acknowledges
the obligations in this Agreement.
Signed by
Title

：
：

(The Terms and Conditions of Agreement are attached hereto)3

Terms and Conditions of Agreement
1

Definitions

For the purpose of this Agreement, the following terms are defined as follows:
1.1“Research Result(s)” means any technical result acquired based on the Collaborative Research,
including, but not limited to, any invention, idea, design, copyrightable work and know-how
which is identified as a result in the achievement report or any intermediate report(s), whichshall be prepared pursuant to Article 6 and relate to the purpose of the Collaborative Research.

1.2“Intellectual Property Rights” means any and all world-wide intellectual property rights,
including, but not limited to, patent rights, utility model rights, design rights, copyrights,
trademark rights, know-how and the rights to obtain these rights.

1.3“Invention(s)” includes any invention, idea, device, design, works of authorship, mark, knowhow, and any other proprietary information, which is subject to the protection of the Intellectual
Property Rights.

1.4“Application(s)” means an application for a patent right, utility model right, trademark rightor design right, a request for the registration of a circuit layout right, an application for theregistration of a plant variety breeder’s right, and a request, registration and/or application(including provisional application) of any right in any jurisdiction that is the same as orequivalent to any of the foregoing.

1.5“Partner Designated Third Party” means any entity to whom the Partner commits production
or manufacturing in a license agreement, a joint application agreement or otherwise, throughdiscussion between the University and the Partner.

1.6“Research Coordinator” means a person of the University who has the right to coordinate theCollaborative Research, including but not limited to, managing daily works and schedules, andarranging meetings for confirming the progress.

2

Mutual Cooperation in Collaborative Research

2.1

Subject to the terms and conditions of this Agreement, the University and the Partner shallconduct the Collaborative Research in mutual cooperation.

2.2

The University and the Partner shall cooperate in proceeding with the Collaborative Researchefficiently and productively with assistance of the Research Coordinator (if any).

3

Research Period

The research period of the Collaborative Research shall be as set forth in Paragraph 9 of the Agreement
Particulars.
4

Researcher

4.1

The University and the Partner shall each assign a Principal Investigator set forth in Paragraph
6 of the Agreement Particulars who will manage the total progress of the Collaborative
Research.

4.2

The University shall accept a Partner’s researcher, whom the Partner desires to engage in the
Collaborative Research in a laboratory of the University, as a collaborative researcher as listed4

in Paragraph 6 of the Agreement Particulars.
4.3

The University or the Partner may change, add or remove the Principal Investigator set forthin Articles 4.1 and any researcher set forth in 4.2 above, with the prior consent of the otherParty.

5

Research Collaborator

5.1

If either Party needs to obtain the participation or collaboration of any person other than thelisted researcher for the purpose of the conduct of the Collaborative Research, that Party may,upon obtaining the prior consent of the other Party, allow any person of the University or thePartner other than the listed researcher, including a student, to act as a research collaborator.

5.2

In the case provided in Article 5.1 above, the Party who obtained the participation of any
research collaborator shall cause the person who will act as the research collaborator to comply
with the terms and conditions of this Agreement. Any breach of this Agreement caused byany research collaborator shall constitute a breach of this Agreement by the Party who caused
the participation of such research collaborator.

6

Completion of Collaborative Research and Preparation of Reports

6.1

The Collaborative Research shall be deemed to have been completed upon the occurrence ofany event described below. The day when the Collaborative Research is deemed to have been
completed shall be referred to as the “Research Completion Date”.
(1)
(2)

(3)
(4)

When both Parties agree that the Research Purpose set forth in Paragraph 4 of theAgreement Particulars has been achieved or realized;
When the University or the Partner determines that it is impossible or otherwise
significantly difficult to achieve or realize the Research Purpose set forth in Paragraph
4 of the Agreement Particulars and both Parties agree with such determination, or thedate that the Collaborative Research is discontinued pursuant to Article 11;
When the Research Period set forth in Paragraph 9 of the Agreement Particulars expires(or as extended under Article 11); or
Otherwise, when both Parties agree that the Collaborative Research is completed.

6.2

Achievement Report
Within thirty (30) days after the Research Completion Date, the University and the Partner
shall make, in mutual cooperation, the achievement report with respect to any Research Result
which has been obtained during the Research Period of the Collaborative Research.

6.3

Intermediate Report(s)An intermediate report shall be prepared, at least at every year-end of each year of the Research
Period in case such Research Period is over one year, by mutual cooperation of the University
and the Partner for the purpose of checking progress of the Collaborative Research.

7

Allocation of Research Expenses

7.1

The Partner shall bear the following research expenses, which shall be required for the conductof the Collaborative Research. The payment amount shall be as set forth in Paragraph 10 of
the Agreement Particulars.
(1)

The expenses directly required for the conduct of the Collaborative Research, including,but not limited to, honoraria, travel expenses, facilities expenses, expendable items
expenses, and light, fuel and water expenses (other than ordinary expenses required for5the maintenance and management of the University’s facilities and equipment), plus any
applicable consumption tax and local consumption tax (collectively, the “Research
Costs”).
(2)

The research support expenses required for ordinary maintenance and management of
the University’s facilities and equipment, which shall be determined pursuant to theapplicable provision of the University's rules, plus any applicable consumption tax andlocal consumption tax (the “Research Support Expense”).

(3)

Any expenses incurred to accept any researcher of the Partner pursuant to Article 4.2
above, subject to the applicable rules of the University, plus any applicable consumption
tax and local consumption tax (the “Research Fee”).

7.2

Even where the number of researchers is reduced under Article 4.3 above, any Research Feethat has already been paid pursuant to Article 8.1 shall not be refunded. If the number ofcollaborative researchers accepted by the University under Article 4.2 is increased, the Partner
shall pay any Research Fee incurred as a result thereof.

8

Payment of Research Expenses

8.1

The Partner shall pay the Research Expenses set forth in Paragraph 10 of the Agreement
Particulars by the due date of payment prescribed by the University in accordance with theapplicable invoice issued by the University.

8.2

If the Partner fails to pay the Research Expenses by the due date of payment in accordancewith Article 8.1, the University shall be entitled to charge the Partner delay charges at the rateof three percent (3%) per annum for the unpaid outstanding amount on a daily pro-rata basis
covering the period from and including the day immediately following the due date forpayment up to and including the day of actual payment. Upon request from the University, thePartner shall pay such charges.

9

Ownership of Facilities, etc. Acquired by Research Expenses

Any and all facilities, equipment, supplies, etc., that are acquired using the Research Expenses set
forth in Paragraph 10 of the Agreement Particulars shall be owned by the University.
10

Provision of Facilities and Equipment

10.1

The University and the Partner shall make available to the Collaborative Research their own
facilities and equipment set forth in Paragraph 11 of the Agreement Particulars.

10.2

The University may use free of charge the equipment owned by the Partner which is set forthin Paragraph 11 of the Agreement Particulars, with the consent of the Partner, in order to makethe same available for the use for the Collaborative Research. In this case, the ownership ofsuch equipment may be transferred to the University free of charge upon agreement between
the University and the Partner. The University shall retain custody of such equipment
accepted from the Partner with the duty of care of a good manager, from the time of completionof the installation of that equipment until the transfer of the ownership to the University orcommencement of the return of that equipment.

10.3

Any expenses required for the carrying-in, installation, removal and carrying-out of theequipment provided in Article 10.2 shall be borne by the Partner.

11

Discontinuation of Research or Extension of Period6If there arises any contingency that was not foreseeable at the outset of the Collaborative Research,
including acts of God or any other force majeure or other unavoidable circumstance that causes any
delay in the Collaborative Research, the Collaborative Research may be discontinued or the Research
Period may be extended through discussion between the Parties. In such case, neither the University
nor the Partner shall be liable for any damages, losses, liability, etc., which are incurred on the part ofthe other Party in conjunction with such discontinuation or extension of the Collaborative Research.
12

Treatment of Research Expenses, etc., at Completion of Research

12.1

If it becomes likely that, as a result of the extension of the Research Period of the Collaborative
Research under Article 11, there would be a shortage in funds for the Research Expenses, theUniversity shall immediately notify the Partner in writing. In such case, the Partner shalldetermine whether or not it will bear the shortage in the Research Expenses through discussion
with the University.

12.2

If the Collaborative Research is discontinued in accordance with Article 11 or by thetermination of this Agreement, where there is any unused surplus in the Research Costs paid
pursuant to Article 8.1 above, the Partner may demand the University to refund the amount ofsuch surplus.
Upon demand from the Partner for the refund, the University shallaccommodate the payment of such refund.

12.3

When the University has completed the Collaborative Research, the University shall return to
the Partner any equipment accepted from the Partner pursuant to Article 10.2 with respect towhich the ownership thereof has not been transferred to the University. Such equipment shallbe returned in the state that it was in as of the Research Completion Date.

13

Notice of Inventions

If any researcher or research collaborator of either Party (collectively, a “Researcher”) has conceived
any Invention as a result of the Collaborative Research, the University or the Partner shall promptly
notify the other Party, and shall discuss with that Party regarding the share of ownership and thedetermination of whether or not to file an application for the Intellectual Property Rights which relate
to such Invention.
14

Joint Intellectual Property

14.1

TITLE TO INVENTIONS. All Intellectual Property Rights for an Invention jointly
conceived through the joint effort of the Researchers of both Parties as a result of the
Collaborative Research shall be jointly owned by both Parties (the “Joint Invention” and“Joint Intellectual Property Rights”).

14.2

APPLICATION FOR JOINT INVENTIONS. The Parties shall, when the Parties agree to filean application for the Joint Invention, separately execute a joint application agreement inwriting which sets forth the share of ownership of the Joint Intellectual Property Rights for the
Joint Invention between the University and the Partner prior to filing an Application for such
Joint Invention, and shall file an Application jointly for such Joint Invention at the Partner’s
expense in accordance with the joint application agreement. If the Partner elects its license
option as described in Article 14.3, the Parties will file an Application in such countries at thePartner’s costs and expenses.

14.3

LICENSING OPTION. In the event that the Application for the Joint Invention is filed inany jurisdiction, the Partner has the exclusive option to elect from the following licenses by
notifying in writing to the University within a certain period after the filing date for such7Application as set forth in Article 16 (the “Option Period”). The University and the Partner
shall enter into the license agreement after the discussion of the commercially reasonable terms
and conditions within three (3) months after exercise of the option.
A. a non-exclusive, non-transferable, royalty-bearing license without the right to sub-license(in a designated field of implementation), the Partner to implement the Joint Intellectual
Property Rights for the Joint Invention in Japan and/or any other countries selected by thePartner; or
B. an exclusive, non-transferable, royalty-bearing license with the right to sub-license (in adesignated field of implementation), the Partner to implement the Joint Intellectual
Property Rights for the Joint Invention in Japan and/or any other countries selected by thePartner.
15

University Intellectual Property

15.1

TITLE TO INVENTIONS. All Intellectual Property Rights for an Invention conceived
through the sole effort of a Researcher of the University as a result of the Collaborative
Research shall be solely owned by the University (the “University Invention” and“University Intellectual Property Rights”).

15.2

APPLICATION FOR THE UNIVERSITY INVENTIONS. The University shall notify thePartner promptly after having made the University Invention, and may file an Application, after
considering the Partner’s request to do so, at its own discretion for such University Invention.
If the Partner exercises its license option for any countries as described in Article 15.3, thePartner shall notify the University and the University will file an Application in such countries.

15.3

LICENSING OPTION. In the event that the Application for the University Invention is filed
in any jurisdiction, the Partner has the exclusive option to elect from the following licenses by
notifying in writing to the University within the Option Period. The University and thePartner shall enter into the license agreement after the discussion of the commerciallyreasonable terms and conditions within three (3) months after exercise of the option.
A. a non-exclusive, non-transferable, royalty-bearing license without the right to sub-license(in a designated field of implementation), the Partner to implement the University
Intellectual Property Rights for the University Invention in Japan and/or any othercountries elected by the Partner, provided that the Partner agrees to (i) demonstratereasonable efforts to commercialize the University Invention in the public interest and (ii)pay all prosecution and maintenance costs in all countries, including Japan, in which thePartner is granted a non-exclusive license right under this paragraph; or
B. an exclusive, non-transferable, royalty-bearing license with the right to sub-license (in adesignated field of implementation), the Partner to implement the University Intellectual
Property Rights for the University Invention in Japan and/or any other countries electedby the Partner; provided that the Partner agrees to (i) demonstrate reasonable efforts tocommercialize the University Invention in the public interest and (ii) pay all prosecution
and maintenance costs in all countries, including Japan, in which the Partner is granted an
exclusive license right under this paragraph .

16

Option Period

16.1

The Option Period shall be up to eighteen (18) months from the filing date of the Applicationin any jurisdiction of any Invention conceived as a result of the Collaborative Research, andshall be determined in a joint application agreement or other agreement in writing between the

8

Parties.
16.2

If the Partner wishes to extend the Option Period during the first Option Period, the Partner
shall request an extension from the University, and upon obtaining the University’s consent,
may extend the Option Period in writing.

16.3

If the Partner intends to use and profit from the Intellectual Property Rights related to any
Invention conceived as a result of the Collaborative Research during the Option Period, thePartner shall consult with the University in advance.

17

Basic Understanding in Implementation of Research Result

With respect to the implementation of the Research Result including the Inventions, the University
and the Partner shall discuss and/or negotiate, giving consideration to the following facts andrequirements:
(1)
(2)
(3)
(4)

(5)

18

that the Intellectual Property Rights were acquired as a result of the Collaborative
Research;that one of the University’s obligations is to use its Research Result for society ingeneral;that the University has no plan to commercialize or exploit the Intellectual Property
Rights by itself;that the relevant Intellectual Property Rights came from the Research Result, which wasachieved as a result of incurring labor costs for the Researchers of each of the Parties in
addition to the Research Expenses provided in Article 7, or as a result of the use of theParties’ respective facilities and/or equipment; andthat if any revenue is raised from the relevant Intellectual Property Rights, each of theParties shall have the obligation to pay “Reasonable Consideration” as defined in
Article 35 of the Japanese Patent Law to the Researcher of the University and/or thePartner who conceived the Invention relating to such Intellectual Property Rights, inaccordance with the their respective rules and other procedures.

Implementation by the University

Subject to the compliance with the confidentiality obligations under Articles 22, 26 and 27, theUniversity may use the Research Result free of charge in its educational and research activities.
19

Grant of License to Third Parties

19.1

If, notwithstanding the fact that the Partner or Partner Designated Third Party entered into an
exclusive license agreement with the University relating to the Intellectual Property Rights asa result of the exercise of the option by the Partner pursuant to Article 14.3(B) or 15.3(B), suchparty fails to implement such Intellectual Property Rights without a legitimate reason after the
expiration of the period commencing from and including the day immediately following the
day when the Application is filed in any jurisdiction of the relevant Intellectual Property Rights
set forth in Paragraph 14 of the Agreement Particulars (the “Implementation Target Period”),
the University may, after hearing the request of the Partner or any Partner Designated Third
Party, terminate the exclusive license agreement entered into with the Partner or any Partner
Designated Third Party, and grant a license of such Intellectual Property Rights to any third
party (other than the Partner or any Partner Designated Third Party) (the “University
Designated Third Party”); provided, however, that a different period from the
Implementation Target Period may be agreed to in the exclusive license agreement.

19.2

Even where the University has granted a license to the Partner or any Partner Designated Third

9

Party as a result of the exercise of the option by the Partner pursuant to Article 14.3 or 15.3, if
it is found that the grant of such license significantly damages the public interest, the University
may discuss such situation with the Partner after giving written notice to the Partner. If therelevant situation does not change regardless of such discussion, the University may, terminate
the license to the Partner or any Partner Designated Third Party, and grant a license of such
Intellectual Property Rights to any University Designated Third Party.
19.3

If the Partner exercised the option to implement the Intellectual Property Rights on a nonexclusive basis, the University may grant a license to any third party at its sole discretion;
however, with respect to Joint Intellectual Property Rights, the University may grant a license
to the Joint Intellectual Property Rights, upon or after the Application in any jurisdiction in
respect of such Joint Intellectual Property Rights, to any third party, with the prior writtenconsent of the Partner, which shall not be withheld without due cause.

20

Royalties

20.1

When the Partner or any Partner Designated Third Party intends to implement any Intellectual
Property Rights related to any Invention conceived as a result of the Collaborative Research,
the Partner shall pay, or cause such Partner Designated Third Party to pay, to the University aroyalty, which shall be defined in the applicable license agreement.

20.2

With respect to the royalty which shall accrue when a license of the Joint Intellectual Property
Rights is granted to any University Designated Third Party, the Party who handled theprocedure of such license shall receive a handling fee, which shall be determined throughdiscussion between the University and the Partner, and the remaining amount shall be allocatedbetween the Parties reflecting their respective percentage share of ownership of the relevant
Joint Intellectual Property.

21

Assignment of Ownership

The Parties may assign their respective ownership in the Joint Intellectual Property Rights only to suchrespective assignee(s) as are agreed between them after discussion.
22

Identification of Know-How

22.1

If either Party desires to keep confidential any proprietary information which was created as aresult of the Collaborative Research, the University and the Partner shall promptly discuss andidentify the same in writing.

22.2

If both Parties agree to keep such proprietary information confidential (the “Know-How”),
then the Know-How shall not be disclosed to any third party without the prior written consent
of the other Party. The confidentiality period for the Know-How starts from the day ofidentification of such Know-How to the end of the period set forth in Paragraph 12 of theAgreement Particulars; provided, however, the period may be changed by agreement of theParties from the period set forth in Paragraph 12 of the Agreement Particulars.

23

Treatment of Materials, Know-How

Any copyrightable materials or Know-How created as a result of the Collaborative Research shall betreated in the same manner as set forth in Articles 14 through 21, and the Parties shall discuss anddetermine how to treat such materials and Know-how taking into account the basic understanding
regarding the implementation of the Research Result as set forth in Article 17.
24

Provision of Information

10

24.1

The Parties shall mutually exchange or disclose at its discretion to the other Party any
information, document and material (“Materials”) which it deems necessary for the conduct of
the Collaborative Research, except those in respect of which any obligation of confidentiality
is owed to a third party.

24.2

Each Party shall not use any Materials for any other purpose than the purposes of thisAgreement without the written consent of the other Party. Further, each Party may enter into
a separate agreement through discussion if the Parties desire to treat the Materials in a particularmanner.

24.3

Each Party shall promptly return to the other Party after the Research Completion Date all
Materials that were by the other Party provided on the condition that they be so returned.

25

Authorized Technology Licensing Organizations

The University may entrust some of the tasks as set forth in Articles 14 through 24 to an authorized
technology licensing organization (“Authorized TLO”, an organization authorized under the Law
Promoting Technology Transfer from Universities to Industry (Law No. 52 of 1998), and in thisAgreement refers to TODAI TLO Ltd. or the Foundation for the Promotion of Industrial Science).
The University shall ensure that the Authorized TLO complies with the University’s obligations under
this Agreement.
26

Confidentiality

26.1

Neither Party shall disclose to any third party other than a Researcher or any person of either
Party who needs to know the information in order to conduct and manage the Collaborative
Research including Authorized TLO for the University (the “Recipient”) any information
provided or disclosed by the other Party during the Collaborative Research which is marked asconfidential at the time of the submission or disclosure from the other Party, or which isdisclosed orally with a statement upon such disclosure that it is confidential and the disclosing
Party notifies the other Party in writing within 30 days after the disclosure that such informationis confidential (collectively the “Confidential Information”). Further, the University and
the Partner shall cause the Recipients to hold such Confidential Information in confidence evenafter the Recipients leave their work position; provided, however, that Confidential
Information shall not include any information which, it can be demonstrated:
(1)
(2)
(3)
(4)
(5)
(6)

26.2

was already possessed by the receiving Party at the time of the provision or disclosure;
was already part of the public domain at the time of the provision or disclosure;became a part of the public domain after the provision or disclosure without fault of thereceiving Party;
was lawfully acquired, without any confidentiality obligations, from a third party who
has the legitimate right to such information;
was independently developed by the receiving Party without reference to the
Confidential Information disclosed by the other Party; or
was excluded by the prior written consent of the other Party.

If either Party is required by a competent court or administrative institution to disclose any
Confidential Information under any law or regulation, it may disclose such information to suchcourt or administrative institution; provided, however, that:(1)(2)

it shall advise, to the extent reasonably possible, the other Party of the content prior to
the disclosure;it shall make the disclosure only to the extent that is subject to such lawful order to

11

(3)
(4)

disclose;it shall expressly state in writing, upon disclosure, that such information is confidential;
andit shall, in accordance with the applicable laws and regulations, take all reasonable steps
to protect such information through consultation with the other Party, if possible.

26.3

Each Party shall, and shall ensure that its Recipients shall, not, without the prior written consent
of the other Party, use the Confidential Information for any purpose other than for thisAgreement.

26.4

Articles 26.1 through 26.3 shall survive the Research Completion Date for the period set forthin Paragraph 13 of the Agreement Particulars first written above; provided, however, that such
period may be extended or shortened upon written agreement by the Parties.

27

Public Release of Research Result

27.1

The Research Result shall, in principle, be publicly released in the light of social mission of
the University. The Parties may disclose, announce or publicly release the Research Result(or where the Research Period continues for more than one year, the Research Result acquiredin the relevant fiscal year) in accordance with the following procedure under this Article 27(the “Public Release of Research Result”) in order to comply with the confidentiality
obligations in Article 26.

27.2

If a Party desires the Public Release of Research Result, such Party (the “Releasing Party”)
shall notify the other Party in writing of the contents of such release no later than 30 days prior
to the scheduled day of the Public Release of Research Result. Further, the Releasing Party
may clearly indicate in the Public Release of Research Result that the Research Result is theresult of the Collaborative Research after obtaining the prior written consent of the other Party.

27.3

If the Party who is duly notified pursuant to Article 27.2 determines that the contents of therelease are likely to conflict with any of its expected future interests, it shall, within fifteen (15)days after receipt of such notice, notify the Releasing Party in writing of the request of themodifications of the contents of the release, and the Releasing Party shall discuss suchmodifications with the other Party. The Releasing Party shall not, without the consent of theother Party, release any part of the contents of the release that the other Party has objected topursuant to this Article 27.3; provided, however, that the other Party shall not unreasonably
withhold such consent.

27.4

After one year from the day immediately following the Research Completion Date, theReleasing Party may issue the Research Result without notice to the other Party as provided in
Article 27.2 above; provided, however, that such period may be extended or shortened by thewritten agreement of the Parties.

27.5

Until the release according to Article 27.4, the Research Result shall be kept in confidence until
it is released in accordance with the procedures in Articles 27.1 through 27.3.

28

Termination of Agreement

28.1

If any of the following events occurs, either Party may demand in writing that the other Party
remedy the situation within a reasonable remedial period, and may immediately terminate thisAgreement in the event that such situation is not remedied within such period:(1)(2)

The other Party has committed any illegal, improper or unjust act; or
The other Party has breached any provision of this Agreement.

1228.2 If any of the following events occurs, either Party may immediately terminate this Agreement
by giving a written notice to the other Party:
(1)
(2)
(3)

29

The other Party has become subject to the disposition of revocation or suspension ofbusiness by the competent supervising authority;
The other Party has become subject to any provisional attachment, preservative
attachment or auction or has become subject to the attachment for failure to pay tax; orThe filing for corporate arrangement, corporate reorganization, civil rehabilitation,
bankruptcy or special liquidation has been made by or against the other Party, or when
the other Party has become subject to the disposition of the suspension of banking
transaction.

No Representation and Warranty

THE UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, CONCERNING THE RESEARCH OR ANY INTELLECTUAL
PROPERTY RIGHTS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT,VALIDITY OF ANY INTELLECTUAL PROPERTY RIGHTS OR CLAIMS, WHETHER ISSUED
OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOTDISCOVERABLE.
IN NO EVENT SHALL THE UNIVERSITY, ITS TRUSTEES, DIRECTORS, OFFICERS,EMPLOYEES, STUDENTS AND AFFILIATES, BE LIABLE FOR DAMAGES OF ANY KIND,INCLUDING ACTUAL, ORDINARY, INCIDENTAL, CONSEQUENTIAL, ECONOMICDAMAGES OR INJURY TO PERSONS OR PROPERTY AND LOST PROFITS, REGARDLESSOF WHETHER THE UNIVERSITY SHALL BE ADVISED, SHALL HAVE OTHER REASON TO
KNOW OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE
FOREGOING. THIS ARTICLE 29 SHALL SURVIVE THE EXPIRATION OR ANY EARLIERTERMINATION OF THIS AGREEMENT.
30

Term of Agreement

30.1

The term of this Agreement shall be coterminous with the Research Period of the Collaborative
Research.

30.2

The provisions of Article 5.2, Article 6.2, Article 8, Article 9, Article 10 (excluding Article
10.1), Articles 12 (excluding Article 12.1) through 27 (excluding Article 24.1), Article 29,
Article 30.2 and Articles 32 through 36 shall survive after the expiration of this Agreement forthe period provided (if any) in each of such provisions or until all the respective subject matterstherein are no longer applicable.

31

NoticeAll notices required or permitted to be given under this Agreement shall be in writing, and shall begiven by an e-mail or facsimile or prepaid registered airmail letter to the addresses shown below or tosuch other addresses as the Parties may designate in writing. Notices given by e-mail or facsimile
shall be deemed to have been received on the day following its dispatch, and notice given by registeredairmail shall be deemed to have been received thirty (30) business days after mailing in case the dateof such receipt cannot be identified.
The University:[to be provided]

13

The Partner:[to be provided]32

Use of Name

Neither Party will use the name of the other in any advertising or other form of publicity without
written permission of the other. As an example for the University, the Partner shall not use the nameof “University of Tokyo” or any variation, adaptation or abbreviation thereof, or that of any of its
trustees, officers, faculty, students, employees or agents, or any trademark owned by the University.
33

Force Majeure

Neither Party shall be responsible to the other for failure to perform any of the obligations imposed bythis Agreement, provided such failure shall be occasioned by fire, flood, explosion, lightning,
windstorm, earthquake, subsidence of soil, failure or destruction, in whole or in part, of machinery or
equipment, or failure of supply of materials, discontinuity in the supply of power, governmental
interference, civil commotion, riot, war, strikes, labor disturbance, transportation difficulties, labor
shortage or any other cause beyond its reasonable control.
34

Discussion

If it is necessary to provide for any matter that is not expressly set forth in this Agreement, thedetermination shall be made through discussion between the Parties.
35

Governing Law and Jurisdiction

35.1

This Agreement shall be governed by laws of Japan.

35.2

All disputes relating to this Agreement shall be submitted to the exclusive jurisdiction of theTokyo District Court (main office) as the court of the first instance.

36

Export Controls / Economic Sanctions

The Partner agrees to comply with applicable export controls and economic sanctions laws andregulations. Further, the Partner remains solely responsible for complying with such laws andregulations in all instances, including obtaining all necessary export authorizations and licenses.
( End of the Agreement )14