Material Transfer Agreement
This letter is an agreement between National University Corporation Kobe
University at Rokkodai 1-1, Nada, Kobe, Hyogo 657-8501, Japan (“Provider”) and
having its principal office at
( ”Recipient”).
In response to Recipient’s request, Provider will supply WHHLMI rabbits to
Recipient, provided that Recipient agrees to the following:
1. Recipient can use the WHHLMI rabbits and their progeny (hereinafter
collectively referred to as “Material”) solely for research purpose (including
breeding) described in the Application Format.
2. Recipient can only use the Material in its research facilities.
3. Recipient agrees to comply with all applicable laws, rules and regulations
relating to the care, animal welfare, handling, breeding, storage, transfer and
disposal of the Material. Relevant to the foregoing, Recipient shall submit the
copy of Permit License with using Material in the Research to Provider, which
was issued by Institutional Animal Care and Use Committee (IACUC) in the
Recipient Institute or supervisory authority. Recipient agrees to hold
harmless Provider, Provider’s employees and Provider’s agents from and
against all claims, damages and liability (together with the ‘Claims’) that may
be asserted by third parties arising out of Recipient’s use, care, handling,
disposal, transfer, breeding and shipment of the Material in the research,
except for Claims caused by the negligence or willful misconduct of Provider.
4. Recipient must not transfer the Material to any third party without the prior
written consent of Provider.
5. The WHHLMI rabbits must not be bred with any rabbits other than
WHHLMI rabbits without the prior written consent of Provider.
6. Recipient agrees to carry out the Studies by using provided Material on the
premise of research collaboration and to publish or publicly disclose such
results with co-authorship.
7. Recipient agrees to cite a paper, “Arteriosclerosis, Thrombosis and Vascular
Biology 2003; 23 (7): 1239-1244”, as the reference of WHHLMI rabbits in any
publications reporting on the research performed with the Material, and the
Material shall be referred to as WHHLMI rabbit (Myocardial infarction-prone
Watanabe heritable hyperlipidemic rabbit).
8. In case of publishing the results of the research, a copy of the publication, or
the summary in case of oral presentation, shall be sent to Dr. Masashi Shiomi,
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WHHLMI Rabbit Research and Bioresource Center, Kobe University
Graduate School of Medicine.
9. Recipients are required to allocate a room/rooms for exclusive housing of
WHHLMI rabbits. The rooms for WHHLMI rabbits have to be equipped and
maintained as follows; 1) constant temperature and humidity, 2) ventilated as
appropriate to keep ammonia concentration low (<20 ppm), 3) have structures
that protect the rooms from invasion of other animals, birds, and insects, 4)
have automatically-controlled lighting system, 5) periodical change of the
cages which are cleaned, disinfected, and sterilized, 6) prepare and follow the
standard operating procedure for the care of WHHLMI rabbits.
10. Recipient agrees to reimburse Provider for the animal costs (see the attached
sheet, “unit price for academia in collaboration 2015”) and Recipient have to
pay the all cost of animal exportation procedure, even the case may happen
that WHHLMI rabbits accidentally die or debilitate. Payment is due within
thirty (30) days from the date of the invoice provided by Provider.
11. The Material is experimental in nature and it is provided without any
warranties, expressed or implied, including any warranty of merchantability
and fitness for a particular purpose.
12. PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THAT
THE USE OF MATERIAL WILL NOT INFRINGE ANY THIRD PARTY PATENT,
COPYRIGHT, TRADEMARK, OR OTHER RIGHTS.
IN NO EVENT SHALL
PROVIDER BE LIABLE TO THE RECIPIENT HERE UNDER FOR ANY
CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR EXPENSES
INCLUDING WITHOUT LIMITATION LABOR, TRANSPORTATION, LOSS OF
USE AND DAMAGE TO PERSONS OR PROPERTY INCURRED BY MATERIAL.
13. Recipient hereby agrees to assume any and all liability for damages arising
from the use, storage or disposal of the Material by Recipient or its employees
or co-workers.
14. Provider shall retain any legal titles and interests to the Material.
15. This Agreement shall be governed by and construed in accordance with the laws
of Japan without application of its rules on conflicts of law.
16. This Agreement will terminate December 31st, 2015. Provided however that,
Provider will defer the effective date of termination for a period of one year, upon
request from the Recipient.
17. Notwithstanding foregoing Paragraph 16, Paragraphs 3, 7, 8, 12, 13, 14 and 15
shall survive termination.
If Recipient agrees with the above conditions, please sign and date the two of
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this letter and return one copy to Provider. Provider will then send the
Material to Recipient.
Provider
Kobe University
Kazuo Yoshii
Date
Executive Vice President, In Charge of Finance
National Corporation Kobe University
Professor Ken-ichi Hirata
Date
Director
Graduate School of Medicine
WHHLMI Rabbit Research and Bioresource Center
Recipient
__________________
Date
(President or Director)
Date
(Principal Investigator)
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April 1, 2015
Unit price of a WHHLMI rabbit for academic use
Age of months
A unit price (Yen)
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
14,100
14,720
15,340
16,840
17,460
18,080
18,700
19,320
19,940
21,440
22,060
22,680
23,300
23,920
24,540
26,040
26,660
27,280
27,900
28,520
29,140
30,640
31,260
31,880
32,500
33,120
33,740
34,360
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