20120627

(06FormC_HonjoMICERBRC05938)

RIKEN BRC

MATERIAL TRANSFER AGREEMENT

(FOR DISTRIBUTION)

RECIPIENT

Recipient Staff:

Recipient Organization:

Address:

This Material Transfer Agreement (hereinafter referred to as the "AGREEMENT") sets forth the terms and conditions under which RIKEN BioResource Center (hereinafter referred to as "RIKEN BRC") will provide to the RECIPIENT, and the RECIPIENT will receive, the biological material including C57BL/6-Tg(Aicda*dME-cre,-CD2)1Hon（dME-ac-re mice ）」 and/or its derivatives, specified by RIKEN BRC’s unique ID No. RBRC05938, (hereinafter referred to as the "BIOLOGICAL RESOURCE") which is deposited by Kyoto University (Dr. Tasuku Honjo) (hereinafter referred to as the "DEPOSITOR"), in response to the RECIPIENT’s request, and with which the RECIPIENT staff and organization agree before the RECIPIENT receives the BIOLOGICAL RESOURCE:

1.  The RIKEN BRC is engaged in collecting, maintaining, storing, multiplying and distributing the biological resources, in order to contribute to the Japanese and international research community for the development of the research and utilization in the field of life sciences.

2.  The DEPOSITOR is the developer of the BIOLOGICAL RESOURCE. The DEPOSITOR has deposited the BIOLOGICAL RESOURCE, subject to the provision of above Section 1, for the purpose of maintaining, storing, multiplying and distributing to the RECIPIENT.

3.  (a) The RECIPIENT wishes to receive the BIOLOGICAL RESOURCE for the purpose of using the BIOLOGICAL RESOURCE for following specific purpose:

(b) The RECIPIENT shall inform the RIKEN BRC and the DEPOSITOR for both parties' written consent on the usage of the BIOLOGICAL RESOURCE for any other purposes than the purpose specified above.

4. The RECIPIENT shall not use the BIOLOGICAL RESOURCE for diagnosis or treatment of humans or other direct applications to human bodies or as food source for humans.

5. The RECIPIENT agrees to use the BIOLOGICAL RESOURCE complying with the following terms and conditions requested by the DEPOSITOR, which are specified in the RIKEN BRC catalog:

a)  The availability of the BIOLOGICAL RESOURCE is limited to a RECIPIENT of

a not-for profit institution for a not-for-profit research.

b) In publishing the research results obtained by use of the BIOLOGICAL

RESOURCE, a citation of the following literature designated by the DEPOSITOR

is requested. PLoS One, 8, e61433 (2013).

c)  The RECIPIENT of BIOLOGICAL RESOURCE shall obtain a prior written

consent of use of it from the DEPOSITOR.

d)  The Material Transfer Agreement specified by DEPOSITOR and RIKEN BRC will be used for the transfer of the BOLOGICAL RESOURCE from RIKEN BRC to the RECIPIENT.

6. The RECIPIENT agrees to expressly describe the acknowledgement of the DEPOSITOR through the RIKEN BRC as the source of the BIOLOGICAL RESOURCE in any publication reporting the use thereof and the RECIPIENT shall send a copy of such publication to the DEPOSITOR and the RIKEN BRC. The RIKEN BRC may disclose publicly, copy or otherwise use such publication to demonstrate the contribution by the RIKEN BRC.

7. 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 under this AGREEMENT.

8. The RIKEN BRC agrees with the access to the BIOLOGICAL RESOURCE by only those co-workers and students who work for the purpose specified in Section 3 (a) above under the direct supervision and responsibility of the RECIPIENT staff.

9. The RECIPIENT shall not distribute, transfer, sell, resell, assign or otherwise dispose of the BIOLOGICAL RESOURCE, any part thereof, including those contained in modification or cross-bred mouse, to any third party.

10. The ownership of the BIOLOGICAL RESOURCE solely belong to the DEPOSITOR. The BIOLOGICAL RESOURCE is deposited by the DEPOSITOR to the RIKEN BRC and is hereby distributed to the RECIPIENT, however, the ownership of, or other rights retained by the DEPOSITOR on the BIOLOGICAL RESOURCE shall not be deemed to be transferred or assigned to either the RIKEN BRC or the RECIPIENT. Furthermore, unless specified otherwise in this AGREEMENT, nothing in this AGREEMENT shall be interpreted as such that the DEPOSITOR is granting the RECIPIENT any rights under any patents or other intellectual property, or licenses thereunder with respect to the BIOLOGICAL RESOURCE, including but not limited to, a commercial license thereof.

11. The RECIPIENT assumes all liability for claims made against the RECIPIENT, the DEPOSITOR and the RIKEN BRC by third parties relating to alleged infringement of any patent, copyright, trademark or other intellectual property rights, which may arise from the use, storage or disposal by the RECIPIENT of the BIOLOGICAL RESOURCE, unless such claim is caused by the gross negligence or willful misconduct of the RIKEN BRC.

12. THE RECIPIENT ACKNOWLEDGES THAT THE BIOLOGICAL RESOURCE DELIVERED PURSUANT TO THIS AGREEMENT MAY HAVE DEFECTIVE, HAZARDOUS OR FAULTY PROPERTIES AND MAY NOT NECESSARILY FIT FOR A PARTICULAR PURPOSE AND THAT THE RECIPIENT ASSUMES ALL LIABILITY FOR ANY CONSEQUENCES RESULTING FROM THE USE BY THE RECIPIENT OF THE BIOLOGICAL RESOURCE.

13. The RECIPIENT agrees that any handling or other activities undertaken in their laboratory with the BIOLOGICAL RESOURCE shall be conducted in compliance with all applicable laws, regulations and guidelines. The RECIPIENT shall, if necessary, take any steps or procedures to comply with legal requirements for handling of the BIOLOGICAL RESOURCE.

14. Both the RECIPIENT and the RIKEN BRC shall discuss to enable amicable resolution of any accidents during shipment of the BIOLOGICAL RESOURCE.

15. Where 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. In addition, the DEPOSITOR is entitled to claim damages to the RECIPIENT in case any damages are caused by such breach by the RECIPIENT.

16. The RECIPIENT and the RIKEN BRC as well as the DEPOSITOR to the extent the subject relates to the BIOLOGICAL RESOURCE, shall discuss in good faith to enable the amicable resolution of matters, arising in connection with the interpretation or performance hereof as well as the matters which are not expressly set forth in this AGREEMENT. Any matter or dispute, which cannot be settled through said amicable discussion, shall be subject to the exclusive jurisdiction of Tokyo District Court, Japan. This AGREEMENT shall be governed in accordance with the laws of Japan.


Upon signing and dating hereof, the DEPOSITOR, the RECIPIENT and the RIKEN BRC have executed this AGREEMENT, which shall be made in three (3) counterparts, each of which shall be deemed an original. Each party shall hold one signed original for their record.

Kyoto University

Yoshida-Konoe-Cho, Sakyo-ku, Kyoto 606-8501, Japan

Name of Authorized Representative:

Title:

Signature:

Date:

Name of Depositor Scientist:

Tasuku Honjo, M.D., Ph.D.

Title: Professor

Signature:

Date:

RIKEN BioResource Center

3-1-1 Koyadai, Tsukuba, Ibaraki 305-0074 Japan

Director

Yuichi Obata, Ph.D.

Signature:

Date:

RECIPIENT

Organization:

Address:

Name of Authorized Representative:

Title:

Signature:

Date:

Name of Staff:

Title:

Signature:

Date:

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