Special Conditions for Moonshot Research & Development Program

Special Conditions for Moonshot Research & Development Program(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on April 27, 2020)(original contract articles on February 13, 2020)

English Translation for Reference Use Only

English Translation for Reference Use Only

Special Conditions for Moonshot Research & Development Program

Special Conditions for Moonshot Research & Development Program(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)

Adopted on February 13, 2020Revised on April 27, 2020

Adopted on February 13, 2020

Article 1 (Special Provisions for Restrictions on the Other Party inContracts Executed by Entrustee, Etc.)
1. An Entrustee, Re-Entrusted Contractor, and Joint Contractor(hereinafter collectively referred to as “Entrustee, Etc.”) shall notconclude a contract (sales contract, fixed fee contract, or othercontract having a Contract Amount of less than JPN1,000,000) witha corporation or organization that has been designated as being
suspended or ineligible for a grant subsidy by the Ministry ofEconomy, Trade and Industry (hereinafter referred to as “METI”).
However, in case it would be difficult or inappropriate to perform theContract Work without such a corporation or organization, theEntrustee, Etc. may conclude a contract with such a corporation ororganization with the approval of NEDO.
2. If NEDO learns that the Entrustee, Etc. has concluded a contract

Article 1 (Special Provisions for Restrictions on the Other Party inContracts Executed by Entrustee, Etc.)
1. An Entrustee, Re-Entrusted Contractor, and Joint Contractor(hereinafter collectively referred to as “Entrustee, Etc.”) shall notconclude a contract (sales contract, fixed fee contract, or othercontract having a Contract Amount of less than JPN1,000,000) witha corporation or organization that has been designated as being
suspended or ineligible for a grant subsidy by the Ministry ofEconomy, Trade and Industry (hereinafter referred to as “METI”).
However, in case it would be difficult or inappropriate to perform theContract Work without such a corporation or organization, theEntrustee, Etc. may conclude a contract with such a corporation ororganization with the approval of NEDO.
2. If NEDO learns that the Entrustee, Etc. has concluded a contract

with a corporation or organization that has been designated to besuspended or ineligible for a grant subsidy by METI in violation of
the provision of the preceding paragraph, NEDO may request thewith a corporation or organization that has been designated to besuspended or ineligible for a grant subsidy by METI in violation of
the provision of the preceding paragraph, NEDO may request theSpecial Conditions for Moonshot Research & Development Program

Special Conditions for Moonshot Research & Development Program(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on April 27, 2020)(original contract articles on February 13, 2020)

Entrustee to carry out measures deemed necessary and theEntrustee to carry out measures deemed necessary and theEntrustee shall ensure such measures to be taken.
Entrustee shall ensure such measures to be taken.
3. The provisions of the two preceding paragraphs shall be treated in 3. The provisions of the two preceding paragraphs shall be treated inthe same manner even though the schemes that the Entrustee
the same manner even though the schemes that the Entrustee
entrusts or re-entrusts to the other, or the Entrustee and the otherentrusts or re-entrusts to the other, or the Entrustee and the otherpart perform the part of Contract Work jointly are made in multiple
part perform the part of Contract Work jointly are made in multiple
layers, and the Entrustee shall take any measures deemedlayers, and the Entrustee shall take any measures deemednecessary.
necessary.
Article 2 (Program Director)
A program director (hereinafter referred to as “PD”) appointed by
NEDO for each Goal in Moonshot Research & Development Program
shall promote the program by constructing a portfolio (a program
construction (combination) and a management plan such as a basic
policy of resource allocation) to achieve Goal and realize R&D concept.

Article 2 (Program Director)
A program director (hereinafter referred to as “PD”) appointed by
NEDO for each Goal in Moonshot Research & Development Program
shall promote the program by constructing a portfolio (a program
construction (combination) and a management plan such as a basic
policy of resource allocation) to achieve Goal and realize R&D concept.

Article 3 (Special Provisions for Companies, Etc. Outside of Japan)
Article 3 (Special Provisions for Companies, Etc. Outside of Japan)
1. If the Entrustee is a company, etc. outside of Japan (referring to a 1. If the Entrustee is a company, etc. outside of Japan (referring to acompany, a university or a research institute outside of Japan), incompany, a university or a research institute outside of Japan), in
Paragraph 1 of Article 31 of the General Conditions of Business
Paragraph 1 of Article 31 of the General Conditions of Business
Entrustment Contract (for Universities and National Research andEntrustment Contract (for Universities and National Research andDevelopment Agencies, Etc.)(hereinafter referred to as “GeneralDevelopment Agencies, Etc.)(hereinafter referred to as “GeneralConditions”) the wording “the Entrustee shall own” shall be “NEDO
and the Entrustee shall own Intellectual Property Rights jointly inprinciple and NEDO’s equity shall be equal to or more than 50Conditions”) the wording “the Entrustee shall own” shall be “NEDO
and the Entrustee shall own Intellectual Property Rights jointly inprinciple and NEDO’s equity shall be equal to or more than 50

Special Conditions for Moonshot Research & Development Program

Special Conditions for Moonshot Research & Development Program(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on April 27, 2020)(original contract articles on February 13, 2020)

percent of the total equity of NEDO and the Entrustee (hereinafterreferred to as Intellectual Property Rights owned by NEDO and theEntrustee jointly as “Joint Intellectual Property Rights”)”.

percent of the total equity of NEDO and the Entrustee (hereinafterreferred to as Intellectual Property Rights owned by NEDO and theEntrustee jointly as “Joint Intellectual Property Rights”)”.

2. In the case set forth in the preceding paragraph, the term “Intellectual 2. In the case set forth in the preceding paragraph, the term “IntellectualProperty Rights” shall be replaced with “Equity of Intellectual
Property Rights” shall be replaced with “Equity of Intellectual
Property Rights” in Paragraph 3 Item (iv) of Article 31, Paragraphs
Property Rights” in Paragraph 3 Item (iv) of Article 31, Paragraphs
4 and 5 of Article 31, Paragraphs 1 and 4 of Article 31-3, Paragraphs
4 and 5 of Article 31, Paragraphs 1 and 4 of Article 31-3, Paragraphs
1, 3 and 4 of Article 31-4, Article 31-5, and Paragraphs 3 and 4 of
1, 3 and 4 of Article 31-4, Article 31-5, and Paragraphs 3 and 4 ofArticle 33 of the General Conditions.
Article 33 of the General Conditions.
3. Regarding expenses related to application, registration, and 3. Regarding expenses related to application, registration, andmaintenance for Joint Intellectual Property Rights (hereinaftermaintenance for Joint Intellectual Property Rights (hereinafterreferred to as “Expenses for Application, Etc.”) during the Contractreferred to as “Expenses for Application, Etc.”) during the Contract
Period and after the expiration of the Contract Period, Expenses forPeriod and after the expiration of the Contract Period, Expenses forApplication, Etc. relating to NEDO’s share shall also be borne by theApplication, Etc. relating to NEDO’s share shall also be borne by theEntrustee, unless all of the Entrustee’s equity is waived by theEntrustee, unless all of the Entrustee’s equity is waived by theEntrustee.
Entrustee.
4. Expenses related to application during the Contract Period may be 4. Expenses related to application during the Contract Period may be
included in expenses necessary for performing the Contract Work
included in expenses necessary for performing the Contract Work
with the approval of NEDO.
with the approval of NEDO.
5. If the Entrustee intends to grant a license for Joint Intellectual 5. If the Entrustee intends to grant a license for Joint Intellectual
Property Rights to a third party, the Entrustee shall obtain theProperty Rights to a third party, the Entrustee shall obtain theSpecial Conditions for Moonshot Research & Development Program

Special Conditions for Moonshot Research & Development Program(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on April 27, 2020)(original contract articles on February 13, 2020)

approval of NEDO in advance by submitting an application for alicense of Joint Intellectual Property Rights using “SpecialConditions Form 1” in the Appendices.

approval of NEDO in advance by submitting an application for alicense of Joint Intellectual Property Rights using “SpecialConditions Form 1” in the Appendices.

6. NEDO may grant a license at its own discretion to a third party for 6. NEDO may grant a license at its own discretion to a third party for
Joint Intellectual Property Rights and the Entrustee shall agree
Joint Intellectual Property Rights and the Entrustee shall agree
thereto in advance.
thereto in advance.

7. In case NEDO intends to waive its share of Joint Intellectual Property 7. In case NEDO intends to waive its share of Joint Intellectual PropertyRights, NEDO shall notify the Entrustee to that effect.
Rights, NEDO shall notify the Entrustee to that effect.
8. In case NEDO or the Entrustee or NEDO and the Entrustee jointly 8. In case NEDO or the Entrustee or NEDO and the Entrustee jointly
grant a license for Joint Intellectual Property Rights to a third party
grant a license for Joint Intellectual Property Rights to a third party(hereinafter the third party is referred to as “Licensee”), NEDO or(hereinafter the third party is referred to as “Licensee”), NEDO orthe Entrustee shall agree to the following items with the Licensee inthe Entrustee shall agree to the following items with the Licensee inadvance.
advance.
(i) NEDO or the Entrustee may waive their share of Joint Intellectual(i) NEDO or the Entrustee may waive their share of Joint Intellectual
Property Rights without the approval of the Licensee (however,Property Rights without the approval of the Licensee (however,except in cases where NEDO or the Entrustee is obliged to
except in cases where NEDO or the Entrustee is obliged tomaintain Intellectual Property Rights up to one year for Licensee)
maintain Intellectual Property Rights up to one year for Licensee)(ii) NEDO and the Entrustee shall assume no responsibility or(ii) NEDO and the Entrustee shall assume no responsibility or
liability for compensation for damages arising from the
Licensee’s exercising of Joint Intellectual Property Rights.
(iii) License contracts may be canceled due to significant changes

liability for compensation for damages arising from theLicensee’s exercising of Joint Intellectual Property Rights.
(iii) License contracts may be canceled due to significant changes

Special Conditions for Moonshot Research & Development Program

Special Conditions for Moonshot Research & Development Program(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on April 27, 2020)(original contract articles on February 13, 2020)

in business environment or management structure due toreorganization, business transfer, or stock transfer, etc., due tocorporate merger, divesture, etc., of the Licensee.

in business environment or management structure due toreorganization, business transfer, or stock transfer, etc., due tocorporate merger, divesture, etc., of the Licensee.

Article 4 (Granting or Transfer of Intellectual Property Rights)
Article 4 (Granting or Transfer of Intellectual Property Rights)
The proviso of Paragraph 3, Item (iv) of Article 31 of the General The proviso of Paragraph 3, Item (iv) of Article 31 of the General
Conditions shall not apply to this Contract.
Conditions shall not apply to this Contract.
Article 5 (NEDO Right to Terminate)
Article 5 (NEDO Right to Terminate)
1. The following item shall be added to Paragraph 1 Item (v) of Article 1. The following item shall be added to Paragraph 1 Item (v) of Article
36 in the General Conditions of Business Entrustment Contracts:
36 in the General Conditions of Business Entrustment Contracts:vi) In case the Entrustee no longer meets any of the applicationvi) In case the Entrustee no longer meets any of the application
requirements presented by NEDO at the time of the public callrequirements presented by NEDO at the time of the public callfor proposals, etc.
for proposals, etc.
2. The following proviso shall be added to Paragraph 2 of Article 36 of 2. The following proviso shall be added to Paragraph 2 of Article 36 of
the General Conditions:
the General Conditions:
In case NEDO decides to discontinue the project in consultation with
In case NEDO decides to discontinue the project in consultation with
PD and advice from the Strategy Council established in the Cabinet
PD and advice from the Strategy Council established in the Cabinet
Office, NEDO may terminate this Contract.
Office, NEDO may terminate this Contract.
(deleted)

Article 6 (Jurisdiction)
The following proviso shall be added to Article 46 of the General
Conditions of Business Entrustment Contracts: However, this Article
shall not apply where exclusive jurisdiction is provided for in laws orSpecial Conditions for Moonshot Research & Development Program

Special Conditions for Moonshot Research & Development Program(for Universities and National Research and Development Agencies, Etc.)(for Universities and National Research and Development Agencies, Etc.)(amended contract articles on April 27, 2020)(original contract articles on February 13, 2020)

regulations.
Article 6 (Contract with Re-Entrusted Contractor)
Article 7 (Contract with Re-Entrusted Contractor)
These Special Conditions shall apply mutatis mutandis to a Re- These Special Conditions shall apply mutatis mutandis to a ReEntrusted Contractor and a Joint Contractor.
Entrusted Contractor and a Joint Contractor.
Article 7 (In Relation to English Translation)
The Japanese language version of this Contract shall be the authentic
text. Even if an English language version is created for reference
purposes, only the authentic text of the Japanese version shall beeffective for the contract, and the English translation shall not have anyforce thereon.

Article 8 (In Relation to English Translation)
The Japanese language version of this Contract shall be the authentic
text. Even if an English language version is created for reference
purposes, only the authentic text of the Japanese version shall beeffective for the contract, and the English translation shall not have anyforce thereon.

Article 8 (Survival Clause)
Articles 3, 4, (deleted) 6 and 7 of these Special Conditions shall survive
expiration of the Contract Period or termination of this Contract under
the provisions of Article 36, 37, and 38 of the General Conditions until
the relevant conditions cease to exist.

Article 9 (Survival Clause)
Articles 3, 4, 6, 7 and 8 of these Special Conditions shall surviveexpiration of the Contract Period or termination of this Contract under
the provisions of Article 36, 37, and 38 of the General Conditions until
the relevant conditions cease to exist.

Supplementary Provision
Supplementary Provision
These Special Conditions shall come into effect as of February 13, These Special Conditions shall come into effect as of February 13,
2020.
2020.
Supplementary Provision
These Special Conditions shall come into effect as of April 27, 2020.