(Not-For-Profit)

MICE\_Experimental Animal Dvi. 2019/04/01

The RECIPIENT retains ownership of:

- (i) substances created by the RECIPIENT which contain/incorporate the ORIGINAL MATERIAL, PROGENY and UNMODIFIED DERIVATIVES (hereinafter referred as the “MODIFICATIONS”), except that, the KYOTO UNIVERSITY retains ownership rights to the ORIGINAL MATERIAL, PROGENY and UNMODIFIED DERIVTIVES therein, and
- (ii) those substances created through the use of the ORIGINAL MATERIAL or MODIFICATIONS, but which are not PROGENY, UNMODIFIED DERIVTIVES or MODIFICATIONS.
- (3) The RECIPIENT recognizes and acknowledges that the ORIGINAL MATERIAL was created by the scientist at KYOTO UNIVERSITY by utilizing the Red/ET Recombineering technology of Gene Bridges GmBH.
- (4) The RECIPIENT shall not use the ORIGINAL MATERIAL, PROGENY and UNMODIFIED DERIVATIVES for any purpose other than the academic research purpose of conducting the research set forth in the MATERIAL TRANSFER AGREEMENT (hereinafter referred as “RESEARCH PROJECT”).
- (5) The RECIPIENT shall receive the prior written approval from KYOTO UNIVERSITY, if the RECIPIENT uses the ORIGINAL MATERIAL, PROGENY and UNMODIFIED DERIVATIVES with anyone else outside of the RECIPIENT’S laboratory to carry out the RESEARCH PROJECT.
- (6) The ORIGINAL MATERIAL, PROGENY and UNMODIFIED DERIVATIVES shall be used only by the RECIPIENT and others working under RECIPIENT’S direct supervision at the RECIPIENT laboratory, and shall not be used by, as well as shall not be distributed and assigned to anyone else either at the RECIPIENT organization or outside the organization.
- (7) At the time of publication of the result from the RESEARCH PROJECT, whether in print or in electronic form, the RECIPIENT shall provide a copy of each publication to KYOTO UNIVERSITY. iPS Cells Team Center for iPS Cell Research and Application (CiRA), Kyoto University E-mail: cira-keiyaku@cira.kyoto-u.ac.jp FAX: 075-366-7024 URL: http://www.cira.kyoto-u.ac.jp/e/index.html
- (8) The RECIPIENT acknowledges that this Agreement is not the agreement to license the intellectual property rights relating the ORIGINAL MATERIAL, PROGENY and UNMODIFIED DERIVATIVES owned by KYOTO UNIVERSITY to the RECIPIENT. The RECIPIENT also acknowledges that no express or implied licenses or other rights are provided to the RECIPIENT from KYOTO UNIVERSITY to use the ORIGINAL MATERIAL, PROGENY, UNMODIFIED DERIVATIVES, or any related patents of KYOTO UNIVERSITY for commercial purposes.
- (9) The RECIPIENT agrees to grant to KYOTO UNIVERSITY royalty-free licenses, which are acquired by its use of the ORIGINAL MATERIAL, PROGENY and UNMODIFIED DERIVATIVES, for teaching and academic research purposes, and will not exercise their intellectual property rights to KYOTO UNIVERSITY.
- (10) The RECIPIENT agrees that any handling or other activities undertaken in their laboratory with the ORIGINAL MATERIAL shall be conducted in compliance with all applicable laws, regulations, guidelines and rules. The RECIPIENT shall, if necessary, take any steps or procedures to comply with legal requirements of handling of the ORIGINAL MATERIAL.
- (11) The RECIPIENT agrees that KYOTO UNIVERSITY makes no representations and extends no warranties of any kind, either expressed or implied. There are no express or implied warranties of merchantability or fitness for a particular purpose, or that the use of the ORIGINAL MATERIAL, PROGENY, UNMODIFIED DERIVATIVES, MODIFICATION and any substances derived from the ORIGINAL MATERIAL will not infringe any patent,

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