3774 1/3

Agreement on the Joint Development of Mutant Mice

(Targeted Starting from the Construction of Targeting VectorsMutation)

This AGREEMENT made and entered into onas of_________(date), by and between:

First Party:,______(Company/Organization Name), _____(legal nature of the entity) duly organized and existing under the laws of _____(country), having [its][an] office at___________________________(address),

and

Second Party,: Laboratory for Animal Resources and Genetic Engineering, Center for Developmental Biology (CDB) (CDB), RIKEN Kobe Institute (, , a Japanese independent administrative institution duly organized and existing under the laws of Japan, having [its][an] office at 2-2-3 Minatojima-minamimachi, Chuo-ku, Kobe, Hyogo, Japan).,

WITNESSETH THAT:

WHEREAS, First Party and Second Party agree to the following points when entering an agreement to desire to jointly develop mutant mice for the following gene:

______(Gene name).

;

NOW, THEREOF, in consideration of the mutual agreements set forth herein, the parties hereto agree as follows:

Article 1

First Party shall provide Second Party with information on the relevant gene (cDNA sequence, amino acid sequence, expression pattern, etc.) as necessary tofor the construction of targeting vectors.

Article 2

In principle, Second Party shall creategermline chimericF1 mice and provide them to First Party in principle withinin aboutapproximately 12eight monthsmonths after receipt of the necessary information (Article 1). TT2 cells, an ES cell line, shall be used for the production of chimeric mice.

Article 3

FFirst Party shall be responsible for conducting phenotypic analysis of mutant mice and, in principle, include Second Party as coauthors in the first major relevant publications, should they be published. The consent of the Second Party is required prior to the publication of any scientific report of the mutant mice.

irst Party shall have thebe responsible for a responsibility of to conducting phenotypic analysis of mutant mice and, in principle, include Second Party as a coauthors in the major relevant papers should they be to be published. To publish the paper the agreement of the Second Party is required

Article 4

As soon as the F1 generation is formed, First Party shall provide some part (males, in principle heterozygous male and heterozygous) of the relevant mutant mice (mice which are heterozygous for the desired gene) to Second Party for cryopreservation of their embryos.

Article 54

CDB shall retain the ownership rights to the relevant mutant mice, and shall be free to distribute them to researchers around the world upon request. First Party, however, is free to use the relevant mutant mice for their own research projects and for joint research projects with researchers in other institutes.

CDB shall retain the ownership rights to in the relevant mutant mice to distribute them to researchers around the world upon request. Provided, however, that First Party, however, may is be free to use the relevant mutant mice for their own researches projects and for their joint research projects es with researchers working in other institutes.

Article 65

In the two-year period following the publication of the first relevant paper, Second Party may provide the mutant mice generated as a result of this collaboration to researchers only if approval to do so has been obtained from First Party.

During In the 2two- year periods from following the publication of the first relevant paper, Second Party may provide the relevant mutant mice to researchers in Japan and other countries only if approval to do so has been obtained from agreement by First Party has been obtained.

Article 76

After the expiry of the two-year period following the publication of the first relevant paper, Second Party may provide the mutant mice generated as a result of this collaboration to researchers without seeking approval from First Party.

After the expiry of the From the date more than 2two- year period s following after the publication of the first relevant paper, Second Party may provide the relevant mutant mice to researchers in Japan and other countries without seeking approval from by First Party.

Article 87

If, within three years of provision of F1 mice by Second Party, no paper has been published by First Party, Second Party may provide the relevant mutant mice to researchers without seeking approval from First Party. In this instance, First Party shall provide information from phenotypic analysis of the mutant mice generated as a result of this collaboration to Second Party.

If, within three years of provision of chimericF1 mice by Second Party, no paper has been published by First Party, Second within 3 three years from the provision of chimeric mice by Second Party, Second Party may provide the relevant mutant mice to researchers in Japan and other countries without seeking approval from by First Party. In this instance, First Party shall provide information from phenotypic analysis conducted in the relevant mutant mice to Second Party.

Article 9

As part of the expenses incurred in isolating homologously recombined ES cells and creating chimeric mice, First Party shall pay 1.5 million yen per mutation immediately after the receipt of chimeric mice. Phenotypic analyses shall be implemented by First Party at its own expense.

Article 9

As part of the expenses incurred in of isolating homologously recombined gene-targeted ES cells and creating chimeric mice, First Party shall pay 1.5 million yen per mutation immediately after the receipt of chimeric mice. Phenotypic analyses shall be implemented by First Party at its own expense.

Article 10810

Application for patent rights deriving from research using mutant mice generated as a result of this collaboration, their commercial use, etc., may be undertaken only if mutual agreement in regard to such patent application and/or commercial use has been reached between First Party and Second Party.

Application for a patent right for the researches with relevant mutant mice, or their utilization for profit, etc. may be done undertaken only if agreement on such application and, utilization, etc. has been reached between First Party and Second Party.

Article 1191

Second Party may, if necessary, delegate the provision of mutant mice to the BioResource Center (BRC), RIKEN Tsukuba, 3-1-1 Koyadai, Tsukuba-shi, Ibaraki 305-0074 Japan.

Second Party may, if necessary, delegate the provision of mutant mice to the BioResource Center(BRC), RIKEN Tsukuba. a Third Party.

IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their duly authorized representatives on as of the date first mentioned.

First Party

By (Signature)

Name:;

Title:

(____________)

By_____________(Signature)

Name:___________

Title:____________

Second Party

(Laboratory for Animal Resources and Genetic Engineering, Center for Developmental Biology [CDB], RIKEN Kobe Institute)

By_____________(Signature)

Name: Shinichi Aizawa

Title: Team Leader