If you use the cell(s) under the same “terms and conditions” , you mayCell (For-Profit)
Form C-0007p
fill out one sheet of the MTA.
2010.07.01

RIKEN BRCRECIPIENT

Recipient Scientist:

MATERIAL TRANSFER AGREEMENT
fill out
the same “Recipient”(For Distribution to a Please
For-Profit
Organization)
name as on the Order form.

Recipient Organization:

Address:

Pleasename ofunder
biologicalThis Material Transfer Agreement sets forth
the filltermsoutandtheconditions
which RIKEN BioResource Center(hereinafter referred to as ‘RIKEN BRC’) will
provide youwithobtain.
the RECIPIENT, and the RECIPIENT will receive, theresource(s)biological material specified as(BIOLOGICAL RESOURCE No.
)
and its derivatives (hereinafter referred toPleaseas the fill
‘BIOLOGICALRESOURCE’)inresponsetotheRECIPIENT’srequest,
out a detailed description of your research when you
and with which the RECIPIENT scientist and organization agree before the RECIPIENT receives the BIOLOGICAL
use the resource.
RESOURCE:For example:
1. The RIKEN BRC, a non-profit public organization financed by the Japanese Government, is engaged in collection,
Right control: Cytokine
receptor-mediatedcell differentiation
maintenance, storage, propagation, qualityand distributionof the biologicalresources, inassay.
order to contribute tothe Japanese and international scientificcommunityin thefield of life sciences.
Wrong: in vitro
assay.
2. (a) The RECIPIENT shall use the BIOLOGICAL RESOURCE for the following specific purpose:(b) The RECIPIENT shall obtain a written prior permission from the RIKEN BRC for the usage of theBIOLOGICAL RESOURCE for any other purposes than the purpose specified above.
3. The RECIPIENT shall not use thePlease
BIOLOGICALRESOURCE
for diagnosis
treatmentof thehumans
or other direct
fill out “termsand conditions”
thatorare
listed inWebsite
applications to human bodies or as food source for humans.
orBIOLOGICAL
Catalog with usingthe words.
4. The RECIPIENT agrees to use theRESOURCE
complying with the following terms and conditions
set forth by the DEPOSITOR, which
specified in the RIKEN BRC Catalog and/or Website:
Forareexample:Right : Basically, there is no restriction regarding academic use.
Wrong : aIn the case requested by the DEPOSITOR, the RECIPIENT should obtain an approval from the DEPOSITOR using
the APPROVAL FORM prior to entering the AGREEMENT with the RIKEN BRC.

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Cell (For-Profit)
Form C-0007p
2010.07.01

5. The RECIPIENT agrees to expressly describe that “the BIOLOGICAL RESOURCE (the resource name) wasprovided by the RIKEN BRC through the National Bio-Resource Project of the MEXT, Japan” in Materials andMethods, the Acknowledgement or any other appropriate section in any publication reporting the use thereof. TheRECIPIENT also agrees to send information regarding such publication to the RIKEN BRC. In the event that theRECIPIENT achieves the purpose of Section 2(a), and/or secures patents related to those purposes, the RECIPIENT
shall notify the RIKEN BRC of these achievements. The RIKEN BRC may request the RECIPIENT to report on
progress and/or results obtained through the use of the BIOLOGICAL RESOURCE, and the RECIPIENT shall
respond truthfully to such a request by the RIKEN BRC. The RIKEN BRC may disclose publicly such information
and/or achievements to increase the value of the BIOLOGICAL RESOURCE, and to demonstrate the contribution ofthe RIKEN BRC.
6. The RECIPIENT shall bear the cost of shipping, handling, part of production and other expenses necessary for
preparation and distribution of the BIOLOGICAL RESOURCE for the RECIPIENT.
7. The access to the BIOLOGICAL RESOURCE is limited to the RECIPIENT and theRECIPIENT’s co-workers and students who work for the purpose specified in Section 2 (a) under the directsupervision and full responsibility of the RECIPIENT. The RECIPIENT shall not distribute, resell or otherwise disposeof the BIOLOGICAL RESOURCE to any third party. The disposition hereunder shall include any acts to transfer all orany part of the intellectual property or grant a license thereunder with respect to the BIOLOGICAL RESOURCE.
8. Nothing in this AGREEMENT shall be interpreted that the RIKEN BRC grants the RECIPIENT any rights under anypatents or other intellectual property, or licenses thereunder with respect to the BIOLOGICAL RESOURCE.
9. The RECIPIENT shall assume all liability for claims against the RECIPIENT, the RIKEN BRC, and theDEPOSITOR by third parties relating to alleged infringement of any patent, copyright, trademark or other intellectualproperty rights, which may arise from the use, storage or disposal by the RECIPIENT of the BIOLOGICALRESOURCE.
10. THE BIOLOGICAL RESOURCE DELIVERED PURSUANT TO THIS AGREEMENT IS PROVIDED ON AN“AS IS” BASIS AND UNDERSTOOD TO BE EXPERIMENTAL IN NATURE AND WITH POSSIBLEHAZARDOUS PROPERTIES. THE RIKEN BRC MAKES NO REPRESENTATIONS AND EXTENDS NO
WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESSED ORIMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE(WHETHER OR NOT THE RIKEN BRC OR THE DEPOSITOR KNOWS, HAS REASON TO KNOW, HASBEEN ADVISED OR IS OTHERWISE AWARE OF SUCH PURPOSE), OR THAT THE USE OF THEBIOLOGICAL RESOURCE WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OROTHER PROPRIETARY RIGHT.
11. The RECIPIENT agrees to hold the RIKEN BRC and the DEPOSITOR harmless and to indemnify the RIKEN BRCand the DEPOSITOR for all liabilities, demands, damages, expenses and losses arising out of the RECIPIENT’s use ofthe BIOLOGICAL RESOURCE.
12. The RECIPIENT agrees that any handling or other activities of the BIOLOGICAL RESOURCE in its laboratory shallbe conducted in compliance with all applicable laws, regulations and guidelines. The RECIPIENT shall bear full
responsibility also for any other legal obligations including, but not limited to, the Paris Convention for the Protectionof Industrial Property, the Convention on Biological Diversity (CBD), the Cartagena Protocol on Biosafety (CPB),
product liability violations, or issues of corporate social responsibility (CSR), in the execution of the provisions ofSection 2(a). The RECIPIENT shall, if necessary, take all steps or procedures to comply with legal requirements forhandling of the BIOLOGICAL RESOURCE.
13. Both parties shall discuss to enable amicable resolution of any accidents during shipment of the BIOLOGICALRESOURCE.
14. In case the RECIPIENT is in breach of this AGREEMENT, the RIKEN BRC may request the RECIPIENT to cease
its subsequent use of the BIOLOGICAL RESOURCE and other resources of the RIKEN BRC.
15. Both parties shall discuss in good faith to enable the amicable resolution of matters, arising in connection with theinterpretation or performance hereof as well as the matters which are not expressly set forth in this AGREEMENT.
16. Any matter or dispute which cannot be settled through said amicable discussion shall be subject to the exclusive
jurisdiction of the Tokyo District Court, Japan. This AGREEMENT shall be governed by and construed in accordancewith the laws of Japan.
17. The RECIPIENT or the RIKEN BRC may terminate this AGREEMENT at any time so long as a party informs theother party at least sixty (60) days before the termination.
18. Upon termination of this AGREEMENT, the RECIPIENT shall immediately cease use of the BIOLOGICALRESOURCE and return the BIOLOGICAL RESOURCE to the RIKEN BRC or destroy the BIOLOGICALRESOURCE at the RECIPIENT’s own cost following the direction from the RIKEN BRC.
19. The illegality or invalidity of any provisions of this AGREEMENT shall not impair effect or invalidate the other

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Cell (For-Profit)
Form C-0007p
2010.07.01
provision of this AGREEMENT.

20. The provisions of Sections 3, 5, 6, 8, 9, 10, 11, 12, 16, 19 and 20 shall survive the termination of this AGREEMENT.
The RECIPIENT and the RIKEN BRC do hereby sign two original copies of this AGREEMENT and each party holds one
signed copy.
RIKEN BioResource Center
3-1-1 Koyadai, Tsukuba, Ibaraki 305-0074, Japan
Director
Yuichi Obata Ph.D.
Signature:
Date:
RECIPIENT:
Organization:

If the shipping address is different from the legal
address of your organization, please fill out bothaddresses.

Address:

Name of Authorized Representative:

Please sign by a top director of yourorganization.
Title:
Signature:
Date:
Name of Scientist:
Title:
Signature:
Date:(RIKEN BRC Cell Bank)(Reception Date)(User No.

)

(Reception No.

)(MTA No.

)

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