Cell (Not-For-Profit)
Form C-0062
2024.06.17

RIKEN BRC

MATERIAL TRANSFER AGREEMENT(For Distribution of Human ES Cells)

RECIPIENT
Recipient Scientist (Principal Investigator):
Recipient Organization:
Address:
This Material Transfer Agreement sets forth the terms and conditions under which RIKEN
BioResource Research Center (hereinafter referred to as ‘RIKEN BRC’) will provide theRECIPIENT will receive, the biological material specified as(BIOLOGICAL RESOURCE No.
)
and its derivatives (hereinafter referred to as the ‘BIOLOGICAL RESOURCE’) in response to theRECIPIENT’s request, and with which the RECIPIENT scientist and organization agree before theRECIPIENT receives the BIOLOGICAL RESOURCE:
1. The RIKEN BRC, a non-profit public organization financed by the Japanese Government, is engaged incollection, maintenance, storage, propagation, quality control and distribution of the biological resources,in order to contribute to the Japanese and international scientific community in the field of life sciences.
2. The RECIPIENT shall use the BIOLOGICAL RESOURCE for the following specific purpose (whenapplicable, the specific purpose shall be the same as approved by the DEPOSITOR in the APPROVALFORM):

3. Any identifiable private information about the BIOLOGICAL RESOURCE or the donors of the embryos
used to derive the BIOLOGICAL RESOURCE will not be released or provided to the RECIPIENT under
any circumstances.
4. Any and all use of the BIOLOGICAL RESOURCE must be in compliance with all applicable statutes,regulations, Institutional Review Board (IRB) decisions, ethical requirements, and consistent withapplicable guidelines (including those relating to human embryonic stem cell research). The RECIPIENT
shall take all steps or procedures to comply with legal requirements for handling of the BIOLOGICALRESOURCE. Furthermore, so as to be in compliance with Japanese governmental guidelines relating todistribution of human embryonic stem cells, the RECIPIENT agrees that the research project will exclude:(a) Creating an individual through the transplantation of embryos produced by utilizing the BIOLOGICALRESOURCE into a human or animal uterus or through any other method;(b) Introducing the BIOLOGICAL RESOURCE into a human embryo;(c) Introducing the BIOLOGICAL RESOURCE into a human fetus;(d) Producing germ cells from the BIOLOGICAL RESOURCE; and(e) Using the BIOLOGICAL RESOURCE in human subjects, in clinical trials, or for diagnostic ortherapeutic purposes.
5. As stipulated in the statutory instrument made by “Personal Information Protection Commission” of Japan,
the following information obtained by analysis of human cell materials corresponds to individual
identification codes:(1) whole genome sequence information,(2) whole exome sequence information,

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Cell (Not-For-Profit)
Form C-0062
2024.06.17(3) single nucleotide polymorphism (SNP) information regarding whole genome,(4) SNP information regarding 40 or more independent loci,(5) short tandem repeat (STR) polymorphism analysis information regarding 9 or more loci, and(6) other information able to identify a person.
The RECIPIENT shall use the information described above in compliance with Japan’s “Act on theProtection of Personal Information” (https://www.ppc.go.jp/files/pdf/APPI_english.pdf). In cases where
the RECIPIENT needs to disclose individual identification codes to other scientists, such as for publication
or registration in a public database, the RECIPIENT shall first deposit them as controlledaccess data to the “Database Center for Life Science (DBCLS) of Research Organization ofInformation and Systems (ROIS)”, and then disclose them through NBDC Human Database(https://humandbs.dbcls.jp/en/data-submission). When the RECIPIENT deposits individual
identification codes to the NBDC Human Database, the RECIPIENT shall describe the cell
symbol designated by RIKEN BRC in the “Subject Description” field in the application form
for data submission, together with the fact that the cells were obtained from RIKEN BRC.
After deposit of individual identification codes to NBDC Human Database, the RECIPIENT
shall inform RIKEN BRC of the deposit.
6. The RECIPIENT shall not use the BIOLOGICAL RESOURCE for any commercial purposes.
7. The RECIPIENT agrees to use the BIOLOGICAL RESOURCE complying with the following specificterms and conditions set forth by the DEPOSITOR, which are listed in the RIKEN BRC Catalog and/or
Website (Please copy and paste the “terms and conditions” described in the website of the cells.):

8. The RECIPIENT agrees to expressly describe that "the BIOLOGICAL RESOURCE (the resource name)was provided by the RIKEN BRC through the National BioResource Project of the MEXT, Japan" inMaterials and Methods, the Acknowledgement or any other appropriate section in any publication
reporting the use thereof. The RECIPIENT also agrees to send information regarding such publication tothe RIKEN BRC. The RIKEN BRC may disclose publicly such information to increase the value of theBIOLOGICAL RESOURCE, and to demonstrate the contribution of the RIKEN BRC.
9. The RECIPIENT shall bear the cost of shipping, handling, part of production and other expenses necessaryfor preparation and distribution of the BIOLOGICAL RESOURCE for the RECIPIENT.
10. The access to the BIOLOGICAL RESOURCE is limited to the RECIPIENT and the RECIPIENT's coworkers and students who work for the purpose specified in Section 2(a) under the direct supervision andfull responsibility of the RECIPIENT. The RECIPIENT shall not distribute, resell or otherwise dispose ofthe BIOLOGICAL RESOURCE to any third party including co-workers and students. The disposition
hereunder shall include any acts to transfer all or any part of the intellectual property or grant a license
thereunder with respect to the BIOLOGICAL RESOURCE.
11. THE BIOLOGICAL RESOURCE DELIVERED PURSUANT TO THIS AGREEMENT ISPROVIDED ON AN “AS IS” BASIS AND UNDERSTOOD TO BE EXPERIMENTAL IN NATUREAND WITH POSSIBLE HAZARDOUS PROPERTIES. THE RIKEN BRC MAKES NOREPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHEREXPRESSED OR IMPLIED. THERE ARE NO EXPRESSED OR IMPLIED WARRANTIES OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT THERIKEN BRC OR THE DEPOSITOR KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISEDOR IS OTHERWISE AWARE OF SUCH PURPOSE).
12. Nothing in this AGREEMENT shall be interpreted that the RIKEN BRC transfers or grants theRECIPIENT ownership, patent, copyright, trademark or the sovereign rights of state regarding Nagoya
Protocol, or licenses thereunder, or other property rights. The provision of the BIOLOGICALRESOURCE to the RECIPIENT shall not alter any preexisting right to the BIOLOGICAL RESOURCE
by a third party. THE RIKEN BRC MAKES NO REPRESENTATIONS AND WARRANTIES THATTHE USE OF THE BIOLOGICAL RESOURCE WILL NOT INFRINGE ANY PATENT,COPYRIGHT, TRADEMARK, THE SOVEREIGN RIGHTS OF STATES REGARDING NAGOYAPROTOCOL, OR OTHER PROPRIETARY RIGHT. The RECIPIENT shall obtain any rights necessary
to conduct its research and development using the BIOLOGICAL RESOURCE on its responsibility.

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Cell (Not-For-Profit)
Form C-0062
2024.06.17
13. The RECIPIENT agrees to hold the RIKEN BRC and the DEPOSITOR harmless and to indemnify theRIKEN BRC and the DEPOSITOR for all liabilities, demands, damages, expenses and losses arising outof the RECIPIENT’s use of the BIOLOGICAL RESOURCE, including, but not limited to, claims ofinfringement on the rights mentioned in the previous paragraph, except for the case that the claim is causedby the gross negligence or willful misconduct of the RIKEN BRC.
14. Both parties shall discuss to enable amicable resolution of any accidents during shipment of theBIOLOGICAL RESOURCE.
15. In case the RECIPIENT is in breach of this AGREEMENT, the RIKEN BRC may take actions such as
requesting the RECIPIENT to cease its subsequent use of the BIOLOGICAL RESOURCE and otherresources of the RIKEN BRC.
16. The provisions of this AGREEMENT, and the obligations hereunder, shall continue as long as theBIOLOGICAL RESOURCE continue to be used by the RECIPIENT. Upon completion of theRESEARCH PROJECT, the RECIPIENT agrees to return all of the BIOLOGICAL RESOURCE to theRIKEN BRC, or at the direction of the RIKEN BRC, destroy all of the BIOLOGICAL RESOURCE andadvise the RIKEN BRC in writing of such destruction.
17. Both parties shall discuss in good faith to enable the amicable resolution of matters, arising in connection
with the interpretation or performance hereof as well as the matters which are not expressly set forth in thisAGREEMENT.
18. Any matter or dispute which cannot be settled through said amicable discussion shall be subject to theexclusive jurisdiction of Tokyo District Court, Japan. This AGREEMENT shall be governed in accordancewith the laws of Japan.
The RECIPIENT and the RIKEN BRC do hereby sign two original copies of this AGREEMENT and eachparty holds one signed copy.

RIKEN BioResource Research Center
3-1-1 Koyadai, Tsukuba, Ibaraki 305-0074, JapanDirectorToshihiko Shiroishi, Ph.D.
Signature:Date:
RECIPIENT:
Organization:

Address:

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Cell (Not-For-Profit)
Form C-0062
2024.06.17

Name of Authorized Representative:

Job Title:
Signature:
Date:

Name of Scientist (Principal Investigator):

Job Title:
Signature:
Date:(RIKEN BRC Cell Bank)(Reception Date)(User No.

)

(Reception No.

)(MTA No.

)

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