MATERIAL TRANSFER AGREEMENT

Transcription

1 MATERIAL TRANSFER AGREEMENT This MATERIAL TRANSFER AGREEMENT (hereinafter AGREEMENT )is entered into and is effective as of 2007 ( EFFECTIVE DATE ) by and between ( RECIPIENT )and Keio University having an address at Mita,Minato-ku Tokyo ,Japan( PROVIDER ). In response to the RECIPENT s request for マテリアルの 名 称,the PROVIDER, the RECIPIENT, and the RECIPIENT s SCIENTIST agree as fo1lows: I.Definitions: MATERIAL: マテリアルの 名 称 PROGENY: Unmodified descendant from the MATERIAL MODIFICATIONS : Created by the RECIPIENT which are derived from the MATERIAL by a method such as mutation,transformation,mating and the like. The MATERIAL shall not include(a)modifications or(b)other substances created by the RECIPIENT through the use of the MATERIAL which are not MODIFICATIONS or PROGENY. II.Terms and Conditions: 1 The PROVIDER agrees to transfer to RECIPIENT s SCIENTIST the named MATERIAL. 2. The MATERIAL is made available as a service to the academic research community. 3. The RECIPIENT shall not use this MATERIAL in human subjects. 4. This MATERIAL will be used by the RECIPIENT S SCIENTIST and by individuals supervised by the RECIPIENT Scientist s direction in his /her laboratory, under suitable containment conditions, for not-for-profit research only and solely in connection with the following research project ( RESEARCH PROJECT ) described with specificity as follows(use an attachment page if necessary):. When the RESEARCH PROJECT is completed, the RECIPIENT shall be disposed of

2 the MATERIAL by appropriate means, if directed by the PROVIDER. 5. The RECIPIENT shall not use the MATERIAL for any commercial purpose or for research that is subject to consulting or licensing obligations to other entity or commercial organization whether or not such obligations presently exist or will be entered into in the future, unless prior written permission has been obtained from the PROVIDER. 6. The RECIPIENT shall not further distribute the MATERIAL to others. 7.The RECIPIENT agrees to acknowledge the source of the MATERIAL in any oral presentation or written publications reporting use of it. In the publication of the result, RECIPIENT shall include the references to the following Paper: 表 示 の 方 法 8.The RECIPENT retains ownership of MODIFICATIONS. 9. The RECIPIENT, at the request of the PROVIDER, shall make the MODIFICATIONS and the invention(whether patent granted or not)[described in article 10,] available to the PROVIDER for research purpose and for not-for-profit research purposes only without charge to the PROVIDER (except for shipping costs), according to the provisions of the article 11 of this Agreement. 10.The RECIPIENT may distribute MODIFICATIONS to Nonprofit Organizations for Research purpose only,and shall not provide MODIFICATIONS for Commercial Purposes to any person or entity without prior written consent of the PROVIDER. 11. If the RECIPIENT makes an Invention,whether patentable or not,as a result of its use of the MATERIAL, RECIPIENT shall promptly inform the PROVIDER of such invention. Inventorship of the invention shall be determined in accordance with the provision of the patent law(if patentable)or by mutual agreement between the parties if not patentable), taking into account the roles and contributions of individuals involved in the research. In the case of a joint invention, the PROVIDER and the RECIPIENT agree to negotiate and to decide a joint application agreement which shall provide, inter alia, for the sharing of patent costs, royalties, and invention management responsibilities.

3 12. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. THE PROVIDER 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 MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTS. Unless prohibited by law,recipient assumes all liability for claims for damages against it or the PROVIDER by third parties which may arise from the use, storage or disposal of the MATERIAL. PROVIDER shall be liable to the RECIPIENT when the damage is caused by the negligence or willful misconduct of the PROVIDER. RECIPIENT agrees to hold PROVIDER harmless and to indemnify PROVIDER for any and all liabilities, demands, damages, expenses and/or losses arising in any way out of RECIPIENT S or RECIPIENT S SCIENTIST s use for any purpose of the Material. 13. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations, including but not limited to, to comply with all U.S. export laws and regulations. If RECIPIEMT has a need to transfer any information or materials made or provided in conjunction with this Agreement to a person located in a country other than the United States, to an affiliate organized under the laws of a country other than the United States, or to an employee of in the United States who is not a citizen or permanent resident of the United States, RECIPIENT shall acquire any and all necessary export licenses and other appropriate authorizations. 14. The MATERIAL is provided with a transmittal fee solely to reimburse the PROVIDER for distribution cost. 15. This agreement shall terminate at the earliest of the following periods: (a) on completion of the Recipient s current research use of the MATERIAL; (b) on the thirtieth (30 th ) day of a written notice from either party to the other. or (c) three (3) years from the date of PROVIDER s execution of this agreement, When termination occurs, RECIPIENT S SCIENTIST will discontinue the use of the MATERIAL and will return or destroy any remaining MATERIAL by appropriate means.

4 16. Both parties shall discuss in good faith to reach an amicable resolution of matters that arise in connection with the performance hereof as well as matters that are not expressly set forth in this agreement. 17. Any suit or action concerning this agreement shall fall within the jurisdiction of the Tokyo District Court, Japan. This agreement shall be governed by the law of Japan. 18. The Undersigned,by signing this Agreement,represents that he/she is authorized on behalf of the PROVIDER to enter in to this Agreement for and on behalf of the RECIPIENT. PROVIDER,RECIPIENT and RECIPIENT S SCIENTIST must sign both copies of this letter. The RECIPIENT returns one signed copy to the PROVIDER. The PROVIDER will then send the MATERIAL to the RECIPIENT. PROVIDER INFORMATION and AUTHORIZED SIGNATURE PROVIDER Scientist: PROVIDER Organization: Address: Name of Authorized Official: Title of Authorized Official: Signature of Authorized Official/Date Signed: RECIPIENT INFORMATION and AUTHORIZED SIGNATURE RECIPIENT S SCIENTIST: Recipient Organization: Address: Name of Authorized Official: Title of Authorized Official: Signature of Authorized Official/Date Signed:

5 Certification of RECIPIENTSCIENTIST:I have read and understood the terms and conditions outlined in this Agreement and I agree to abide by them in the receipt and use of the MATERIAL RECIPIENT S SCIENTIST Date