CONFIDENTIALITY AND MATERIAL TRANSFER AGREEMENT

This Confidentiality and Material Transfer Agreement (this “Agreement”) is entered into as of the (the “Effective Date”) by and between Nagasaki University, located at 1-14 Bunkyo-machi, Nagasaki 852-8521, Japan (“NAGASAKI”), and

(“RECIPIENT”).

RECITALS

A. NAGASAKI owns and possesses the cell-line ***** (the “CELL-LINE” as defined with greater particularity below) and valuable proprietary information with respect to the cell-line CAL-1 which NAGASAKI has developed and for which NAGASAKI has filed a patent application in Japan.

B. RECIPIENT requests that NAGASAKI provide the CELL-LINE and certain proprietary information of NAGASAKI with respect to the CELL-LINE available to RECIPIENT for the purpose of conducting the research (the “RESEARCH”, as defined with greater particularity below) of the CELL-LINE to be made by RECIPIENT and NAGASAKI is prepared to agree to provide sample cells of CELL-LINE and certain proprietary information with respect CELL-LINE to RECIPIENT subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of mutual agreements and covenants herein contained, the parties hereby agree as follows:

A RTICLE 1. Definitions

In this agreement, the following words shall have the meanings as defined below for each of them.

(a) The “CELL-LINE” shall mean the human plasmacytoid dendritic cell-line established from peripheral blood cells of a patient with blastic natural killer cell lymphoma, which is referred to as CAL-1 and for which NAGASAKI has all the rights and titles.

(b) The “INFORMATION” shall mean the proprietary and confidential information related to the CELL-LINE owned or controlled by NAGASAKI, including without limitation, know-how, processes, data, SAMPLE and information on its culture and related data. Information and data directly obtained from SAMPLE shall be a part of INFORMATION.

(c) The “INVENTION” shall mean any and all inventions or discoveries, improvements with respect to the CELL-LINE or INFORMATION or the PRODUCTS arising from or relating to the RECIPIENT’s conduct of the RESEARCH.

(d) The “INVESTIGATORS” shall be the investigator(s) of RECIPIENT listed in Appendix A who shall supervise the RESEARCH to be conducted by RECIPIENT.

(e) The “PRODUCT(S)” shall mean any and all products, by-products, materials and process products (a) that are derived or generated, or otherwise related to, the CELL-LINE and any unmodified products of the CELL-LINE (i.e. without limitation, RNA, DNA, proteins, cellular components or fragments thereof), including, but not limited to, undifferentiated progeny of the CELL-LINE, differentiated cell lines or populations derived from the CELL-LINE, or (b) that wholly or partially contain or incorporate the CELL-LINE.

(f) The “RESEARCH” shall mean the non-commercial research activities whose protocol is attached as Appendix B to be conducted under the supervision of the Investigators by the RECIPIENT. RESEARCH shall not include any research conducted by the RECIPIENT (a) for the benefit of or on behalf of any third party or (b) subject to a licensing requirement, a consulting obligation or other similar obligation to a third party with respect to such research.

(g) The “SAMPLE” shall mean sample cells of CELL-LINE frozen in an ordinary manner and contained in a container ordinarily used for delivery and transportation of such sample cells. SAMPLE shall also include those cells cultured by RECIPIENTS after receiving the original sample cells as the contexts requires.

A RTICLE 2. PROVISION OF SAMPLE AND INFORMATION

2-1 NAGASAKI hereby grants and the RECIPIENT accepts, a limited, revocable, non-exclusive license, without the right to grant sub-license, to use the SAMPLE and the INFORMATION solely for the purpose of conducting the RESEARCH during the term of this Agreement.

NAGASAKI retains all right, title and interest in and to the SAMPLE and INFORMATION and use thereof except as provided above. RECIPIENT will acquire no ownership interest in the SAMPLE or INFORMATION and no rights or licenses with respect to the CELL-LINE or INFORMATION, implied or otherwise, are granted hereunder except as expressly stated in this Agreement.

2-2 Within thirty (30) days after execution of this Agreement, NAGASAKI shall send a SAMPLE to RECIPIENT by courier service or other similar service.

RECIPIENT shall bear and pay all cost and expenses relating to the preparation and transportation of a SAMPLE by paying directly to third parties providing relating service as NAGASAKI directs or by reimbursing NAGASAKI within thirty (30) days of an invoice therefore.

RECIPIENT shall pay an upfront fee of $***** and all reasonable costs and expenses relating to the transportation of such SAMPLE to NAGASAKI within thirty (30) days of its receipt of an invoice therefor.

2-3 From time to time during the term of this Agreement and at the request of RECIPIENT, NAGASAKI will provide INFORMATION (except SAMPLE) which NAGASAKI owns or control and which NAGASAKI considers necessary or useful to RECIPIENT solely for its use in the RESEARCH.

Information may be provided by documents, electro-magnetic recording medium or other tangible form, by e-mail, or, to the extent possible and subject to the availability of the person in charge, orally or by telephone.

RECIPIENT shall bear and pay all cost and expenses relating to the provision of the INFORMATION by paying directly to third parties providing relating service as NAGASAKI directs or by reimbursing NAGASAKI within thirty (30) days of an invoice therefore

ARTICLE 3. RESEARCH

3.1 RECIPIENT shall initiate and conduct the RESEARCH in compliance with the protocol stipulated in Appendix B, any duly approved research protocol and other applicable requirements of RECIPIENT’s institutional review boards or similar research bodies and policies.

3.2 RECIPIENT shall use, store, handle and dispose of the SAMPLE and the PRODUCTS in strict compliance with all applicable laws and regulations, including those relating to the treatment of laboratory animals; and shall not use the SAMPLE and the PRODUCT in humans or in food intended for human consumption.

ARTICLE 4. CONFIDENTIALITY AND NON-USE

4-1 RECIPIENT acknowledges and agrees that the SAMPLE and the INFORMATION represents significant investment on the part of NAGASAKI and is confidential and proprietary to NAGASAKI. RECIPIENT therefore agrees to keep the confidentiality of the SAMPLE and the INFORMATION with the care of reasonable person in the fields of the research of the similar products but no less than the care RECIPIENT employs for its own proprietary information and to retain possession and control of the SAMPLE and the INFORMATION at all times until their return to NAGASAKI.

4-2 RECIPIENT may not use any and all of the SAMPLE and the INFORMATION except for the sole purpose of conducting the RESEARCH without NAGASAKI’s prior written consent.

4-3 RECIPIENT shall not furnish or disclose any or all of the Sample and the INFORMATION to any third party (whether related or unrelated to RECIPIENT), including without limitation officers or employees of RECIPIENT, other than the INVESTIGATOR(S) and researchers under INVESTGATORS’ direct supervision and provided that such individuals have both a need to access the SAMPLE and/or INFORMATION for the purpose of conducting the RESEARCH and are bound by obligations of non-disclosure and non-use consistent with (and in any event at least as stringent as) those set forth in this Agreement.

4-4 RECIPIENT’s confidentiality obligation hereunder shall not apply to any information (except SAMPLE and the information and data directly obtained from SAMPLE) that RECIPIENT can show by documents: (i) was rightfully in RECIPIENT’s possession prior to the receipt of INFORMATION from NAGASAKI; (ii) is, at the time of to the receipt of INFORMATION from NAGASAKI or becomes, after the receipt of INFORMATION from NAGASAKI and through no fault of RECIPIENT, part of the public domain; (iii) is received by RECIPIENT from a third party without breach of a duty to NAGASAKI; or (iv) is independently developed by RECIPIENT without access to the INFORMATION or Sample..

4-5 Upon the earlier occurrence of (i) NAGASAKI’s written request, (ii) completion of the RESEARCH or (iii) the expiration of the term of this Agreement, RECIPIENT shall immediately stop all use of the SAMPLE and the INFORMATION and shall promptly return to NAGASAKI at RECIPIENT’S expense any unconsumed or remaining Sample including the Sample that RECIPIENT cultured and all the INFORMATION in tangible form provided hereunder and shall promptly destroy any Products derived from the Sample and showing any of the features or characteristics of the CELL-LINE and any notes, copies, summaries or extracts of any of INFORMATION, whether in writing or electronic or electro-magnetic records,. RECIPIENT shall promptly certify the destruction of all such PRODUCTS to NAGASAKI.

ARTICLE 5. INVENTIONS

5-1 RECIPIENT shall, promptly upon its completion and at the latest before its application for any intellectual property rights, provide in confidence a full written disclosure to NAGASAKI of any INVENTION, including but not limited to any PRODUCT (an ”Invention Disclosure”)..

5-2 Inventorship in any INVENTIONS shall be determined by the patent laws of the applicable countries where application for patents and other intellectual property on such INVENTIONS is filed and ownership shall follow therefrom.

However, if the RECIPIENT does not to apply for the intellectual property rights on any specific INVENTION for which RECIPIENT has ownership within a reasonable period after request by NAGASAKII therefor, NAGASAKI shall have the right to apply for any intellectual property rights on such INVENTIONS at its cost without any remuneration.

5-3 All researchers or consultants of RECIPIENT who will be involved in the RESEARCH are and shall be bounded by an obligation to assign all Inventions made in the course of the RESEARCH to RECIPIENT, and to cooperate with RECIPIENT in connection with patenting any such Inventions. RECIPIENT shall not permit persons not bound by such obligations to work on the RESEARCH.

5-4 RECIPIENT hereby grants NGASAKI and the inventors of the CELL-LINE and the INFORMATION a fully paid-up, non-exclusive, nontransferable, royalty free, worldwide license to all INVENTIONS owned by it, including PRODUCTS, solely for non-commercial research purposes.

5-5 NAGASAKI shall have the first option to negotiate an exclusive or co-exclusive, if applicable, world-wide royalty bearing license for all commercial purposes, including the right to grant sub-licenses, to any INVENTIONS owned by RECIPIENT on terms to be negotiated in good faith by the parties. NAGASAKI shall notify RECIPIENT, in writing, of its interest in obtaining an exclusive or co-exclusive license to any INVENTION within months of NAGASAKI’s receipt of the Invention Disclosure. In the event that NAGASAKI does not exercise its option, if NAGASAKI and RECIPIENT fail to reach agreement within ninety (90) days, (or such additional period as NAGASAKI and RECIPIENT may agree) on the terms for an exclusive or co-exclusive license for a particular INVENTION, then RECIPIENT shall be free to negotiate a license for such INVENTION with any third party provided that it shall not offer to license the INVENTION to any third party on materially better terms than those last offered to NAGASAKI without first offering such terms to NAGASAKI in which case NAGASAKI shall have a period of thirty (30) days in which to accept or reject the offer.

5-6 Notwithstanding the above, if RECIPIENT uses any or all of the SAMPLE or the INFORMATION for any other purpose other than the RESEARCH without NAGASAKI’s prior written consent, any inventions, discoveries and improvements to the CELL-LINE or the INFORMATION, including the PRODUCTS, resulting from or in relation to such unauthorized use shall be the property of NAGASAKI, without limiting NAGASAKI’s other rights and remedies hereunder, and RECIPIENT shall take all measures for NAGASAKI to acquire ownership in such inventions, discoveries and improvements to the CELL-LINE or the INFORMATION, including the PRODUCTS, as well as any and all intellectual property rights at the cost and expense of RECIPIENT as directed by NAGASAKI.

ARTICLE 6. RESULTS OF THE RESEARCH

6-1 Subject to Article 5, RECIPIENT shall provide NAGASAKI with a written report containing all the results and other pertinent data of the RESEARCH (hereinafter collectively called the “RESULTS”), including without limitation INVENTIONS, PRODUCTS and data relating thereto periodically upon NAGASAKI’s request, and within one (1) month of the completion of the RESEARCH for NAGASAKI’s use.

RECIPIENT shall prepare and maintain complete and adequate records, including without limitation laboratory notes, concerning all RESEARCH related to the CELL-LINE, with all results and other pertinent data documented in a manner sufficient to enable RECIPIENT to furnish NAGASAKI complete and accurate information regarding all aspects and results of such RESEARCH. RECIPIENT shall maintain the originals of such records for the longer of five (5) years or as otherwise required by any applicable governmental authority, and shall not destroy such records before the end of such period without NAGASAKI’s prior written consent.

6-2 NAGASAKI shall keep the confidentiality of the RESULTS disclosed by the RECIPIENT under sub-article 6-1 with the care NAGASAKI employs for its own proprietary information but no less than the care of reasonable person in the fields of the research of the similar products and shall not furnish or disclose any or all of the RESULTS to any third party without prior written consent of RECIPIENT.

NAGASAKI’s confidentiality obligation hereunder shall not apply to any information that NAGASAKI can show by documents: (i) was rightfully in NAGASAKI’s possession prior to the receipt of RESULTS from RECIPIENT; (ii) is, at the time of to the receipt of RESULTS from RECIPIENT or becomes, after the receipt of RESULTS from RECIPIENT and through no fault of NAGASAKI, part of the public domain; (iii) is received by NAGASAKI from a third party without breach of a duty to RECIPIENT or (iv) is independently developed by NAGASAKI without access to the RESULTS..

ARTICLE 7. PUBLICATION

RECIPIENT may present or publish the findings of the RESEARCH in a scientific publication, journal, conference or similar not-for-profit forum, provided that: (a) no INFORMATION is revealed or publicly disclosed thereby; and (b) at least forty-five (45) days prior to submission to a publisher or presentation to any third party, RECIPIENT delivers copies of the proposed presentation or publication to NAGASAKI for review.

At NAGASAKI’S request, RECIPIENT shall, for a reasonable period up to ninety (90) days from initial delivery to NAGASAKI, delay revealing any patentable subject matter in the publication or disclosure in order to permit the filing of patent applications by RECIPIENT or BY NAGASAKI, as stipulated in sub-article 5-2 or to otherwise protect any NAGASAKI property or confidential information contained therein.

In any publication or disclosure, the parties shall consider joint authorship and acknowledge the contributions and publications of the other as scientifically appropriate.