COLLABORATIVE RESEARCH AGREEMENT This Agreement is effective the [DAY] day of [MONTH], [YEAR] (the “Effective Date”), is entered into by and between Tokyo Medical and Dental University, having an address at 1-5-45 Yushima, Bunkyo-ku, Tokyo, 113-8510, Japan ("TMDU"), and [ office at [ ], a legal entity incorporated under the laws of [ ] (the “Collaborator”). ] and having its principal WITNESSETH WHEREAS TMDU and the Collaborator both have on their staffs certain scientists and technicians who possess unique knowledge and experience in certain substantive scientific research fields; WHEREAS the Collaborator and TMDU are interested in collaborating on research in one such substantive scientific research field; and WHEREAS, the performance of Collaborative Research is consistent with the institutional, scholarship and research objectives of TMDU; NOW, THEREFORE, the parties, wishing to enter into this COLLABORATIVE RESEARCH AGREEMENT and in consideration of the following mutual promises and obligations, and for other good and valuable consideration the adequacy and sufficiency of which is hereby acknowledged, hereby agree as follows: Article 1. Definitions As used in this Agreement, the following terms when capitalized have the following meanings: 1.1 The term “Confidential Information” means technical and/or business information under this Agreement, which is disclosed by one party (hereinafter referred to as "Disclosing Party") to the other (hereinafter referred to as "Receiving Party"), and which, (a) is disclosed in the form of written documents, drawings, samples and/or any 1/17 other materials marked as confidential by the Disclosing Party; (b) is disclosed orally or visually with a notice of confidentiality, followed within thirty (30) days of the disclosure by a written confirmation indicating the confidential nature of such information. Notwithstanding anything to the contrary in the first sentence of this Section 1.1, the Receiving Party’s obligations under this Agreement shall not apply to Confidential Information which the receiving party can establish by competent written proof: (i) is in the public domain at the time of disclosure hereunder; or (ii) becomes part of the public domain after disclosure other than due to an act or omission by the receiving party constituting a default under this Agreement; or (iii) was in its lawful possession at the time of disclosure, and which was not acquired, directly or indirectly, from the disclosing party; or (iv) was obtained from a third party not under an obligation of confidentiality to the disclosing party; or (v) was developed by the receiving party independent of any disclosure from the disclosing party hereunder. 1.2 “Exclusive License” means, with respect to this Agreement, the exclusive, non-sublicensable, non-transferable right to commercially practice Intellectual Property Rights in accordance with the terms and conditions of this Agreement. 1.3 “Final Report” means that report prepared jointly by the Principal Researchers from each party setting forth the Results achieved under and pursuant the Research. 1.4 “Intellectual Property Rights” means: (a) Rights directly associated with and appurtenant to the sole ownership of intellectual property in any form, including, rights granted with the ownership of patents, utility patents, design patents, trade marks, mask works, protectable plant varieties and plant materials and their equivalents in all other jurisdictions. Intellectual Property Rights also includes (b) Rights in copyrightable computer programs and databases and their equivalents in all other jurisdictions.; and (c) “Know-how.” 2/17 1.5 “Know-how” means technical information arising out of or relating to the Research, which the parties mutually agree in writing they are able to keep confidential between them. 1.6 “Invention” means any invention, idea, design, concept, technique, process, method, machine, manufacture, composition of matter, or discovery, whether or not patentable, copyrightable, or otherwise protectable under Intellectual Property Rights or that falls within the scope of Know-how which is conceived, discovered, developed, created, made or reduced to practice by the agent of a party while performing the Research. 1.7 “Research” means research activities identified in Attachment 1, titled [ ]. 1.8 “Visiting Researcher Annual Fee” means the fee described in Attachment 1 that the Collaborator must remit to TMDU for each Collaborator Researcher that visits TMDU each year. 1.9 “Research Team” means the people, including the Principal Researchers listed on Attachment 1, selected by each of the parties to perform Research under this Agreement, and any other people selected by a party in accordance with Section16.1. A party may add or remove a member that it has selected for the Research Team by delivering prior written notice of the addition or removal to the other party. 1.10 “Principal Researcher” means the person identified in Attachment 1, one selected by the Collaborator, and one selected by TMDU, to be the lead researcher for that party. Either party may appoint a different person to be its Principal Researcher upon prior written notice to the other. 1.11 “Results” means all tangible and intangible results arising out of or relating to the Research as identified in the Final Report, including inventions, contrivances, devices, copyrightable materials (including computer programs and databases), processes, compositions, (including experimental animals, chemicals, substances, or samples), Know-how, and any other technical or scientific findings protectable under Intellectual Property Rights. Article 2. Conduct of Research 3/17 2.1 The Collaborator and TMDU will undertake Research during the Research Period in accordance with Attachment 1. TMDU will allow the Research Team selected by the Collaborator to engage in Research on TMDU premises, provided however, that the Collaborator will bear all labor costs and the Visiting Researcher Annual Fee associated with members of the Research Team selected by the Collaborator when engaged in Research on TMDU premises. 2.2 The Collaborator and TMDU will each use reasonable efforts to carry out Research. All activities concerning and related to Research will be carried out in compliance with any applicable laws, regulations and guidelines governing the conduct of similar research activities in the jurisdiction in which the Research is conducted. 2.3 The Collaborator acknowledges that the Research involves experimental activities, the outcomes of which cannot be predicted and are uncertain. THE COLLABORATOR ACKNOWLEDGES THAT TMDU MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED REGARDING THE RESEARCH. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING THE RESULTS OR ANY INTELLECTUAL PROPERTY RIGHTS CONCEIVED, DEVELOPED OR GENERATED UNDER THE RESEARCH. TMDU DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE RESULTS UNDER THE RESEARCH WILL NOT INFRINGE OR VIOLATE ANY PATENT OR PROPRIETARY RIGHTS OF THIRD PARTIES. 2.4 The Principal Researchers will jointly plan and manage the carrying out of Research. During the Research Period, the Principal Researchers will meet to discuss the progress of the Research and other issues relating to the Research as necessary and appropriate. Article 3. Research Theme 3.1 Research theme shall be identified in Attachment 1. 3.2 The description of research in Attachment 1 may only be modified by mutual written agreement between duly authorized representatives of the parties to this Agreement. Article 4. Research Period 4/17 4.1 The period of the research shall be identified in Attachment 1, commencing on [Day Month Year] and terminating on [Day Month Year]. Article 5. Research Records and the Final Report 5.1 Throughout the Research Period, each party will keep and maintain records related to the Research in good scientific manner so as to reflect work done and Results achieved under the Research. 5.2 The parties shall cooperate to draft the Final Report within sixty (60) days after the expiration or termination of the Collaborative Research Period that describes the Research Results learned during the period in which the Collaborative Research was performed. Article 6. Designation of Know-how 6.1 The Collaborator and TMDU will promptly engage in good faith negotiations to agree on which portion or portions of the Final Report are Know-how. In the absence of written agreement to the contrary between the parties, each party will keep Know-How strictly confidential for three(3)years from the termination or expiration of the Research Period. Article 7. Research Expenses 7.1 Each party shall bear all costs and expenses (except Visiting Researcher Annual Fee) arising out of or related to its duties under the Collaborative Research (including, without limitation, all labor costs associated with members of the Collaborative Research Team nominated by it). 7.2 The Collaborator shall remit the Visiting Researcher Annual Fee to TMDU within 20 days of the date of TMDU’s invoice (the “Payment Date”). Article 8. Facilities and Items Made Available by the Parties 8.1 The parties will provide the facilities on Attachment 2 for use in the Collaborative Research. 8.2 For purposes of performing the Collaborative Research, TMDU and the Collaborator shall each provide the items listed on Attachment 2 (“Item”) to the other party. 5/17 Attachment 2 shall be revised each time either party supplies additional items to the other party. 8.3 From the time that the Item supplied by the one party (“supplying party”) become available to the other party (“supplied party”) and until the Item leaves the supplied party’s control, the supplied party, including the Principal Researcher selected by it, will treat the Item with the same degree of care that it treat its own items of similar type. 8.4 The transport to and fro, installation, maintenance, and operation of the Item shall be borne solely by the supplying party. 8.5 Upon completion of the Collaborative Research or termination of the Collaborative Research in accordance with Article 22, each party shall promptly return to the other party Item received under section 2 in the condition the Item was in at the time the Collaborative Research was completed or terminated. Article 9. 9.1 Treatment of Inventions Each party will promptly report all Inventions made by it under the Research to the other party. Article 10. Ownership and Securing of Intellectual Property Rights 10.1 (a) Intellectual Property Rights in Inventions related to Results created solely by members of the Collaborative Research Team selected by one party shall vest solely and exclusively with that party (“Sole Invention”); provided, however, that before a party pursues registrations, applications and other similar filings for Intellectual Property Rights in an Invention related to Results (excluding copyrights and Know-how), that party shall confirm in writing with the other party that the Invention was invented solely by members of the Collaborative Research Team selected by it. (b) A party that pursues registrations, applications or other similar filings for its Sole Invention shall do so at its sole expense and bear all associated fees necessary and useful for the filing, securing or otherwise maintaining of Intellectual Property Rights in the Sole Invention. 6/17 10.2 (a) The parties shall come to written agreement relating to the filing of registrations, applications or other similar filings for Intellectual Property Rights in Inventions related to Results created by at least one member of the Collaborative Research Team selected by TMDU and at least one member of the Collaborative Research Team selected by the Collaborator (“Joint Invention”). In such case, each party shall set forth its proportion to the share of ownership in the Invention in such agreement. (b) Absent mutual written agreement to the contrary, each party shall bear all associated fees necessary and useful for the filing, securing or otherwise maintaining of the Intellectual Property Rights in the Joint Invention in direct proportion to the share of ownership in the Invention. Article 11. Practice of Inventions and Granting of Licenses 11.1 If either party (or its designee, as the case may be) should notify the other party that it wishes to receive a license to the other party’s Sole Invention, then parties shall enter into a good faith negotiation for the Exclusive License for the Invention. 11.2 (a) Each party may grant a license to a third party to practice a Joint Invention provided that it obtains written consent from the other party in advance. In that case, the other party shall not unreasonably withhold the consent. The royalty payment that each party obtains from such license shall be shared by both parties based on their respective interests in the Invention in question. The details of such royalty sharing shall be determined by a separate agreement between parties. (b) TMDU shall not practice a Joint Invention for itself, and if the Collaborator should obtain benefit from practicing the Invention for itself, it shall pay TMDU a royalty to be determined in a separate agreement. Such royalty should adequately reflect the Collaborator’s due recognition of the fact that (i) TMDU will refrain from practicing the Invention itself; and (ii) TMDU and the inventor associated with TMDU made contributions to the creation of that Invention. (c) In the event that a legal action for alleging infringement of a third party’s proprietary interest is taken by any third party against the practice of Joint Invention by the Collaborator (or the Collaborator’s licensee), the Collaborator shall defend itself at its costs and expenses. In the event that a legal action for alleging infringement of a third party’s proprietary interest is taken by any third party against the practice of Joint Invention by TMDU’s licensee, TMDU shall defend itself at its costs and expenses. (d) If either party (or its designee, as the case may be) should notify the other party that it wishes to exclusively practice a Joint Invention (that means, the notified party shall not practice the Invention for itself or grant a license to a third party), then parties shall enter into a good faith negotiation for the Exclusive License for 7/17 the Invention. 11.3 If, based on Sections 11.1 or 11.2(d), either party (“licensor party”) should agree to the granting to the other party (or its designee) of an Exclusive License (“licensee party”, then notwithstanding anything in Article 10 or Section 11.2(c) to the contrary, (i) the licensee party (or the its designee) shall bear all associated fees necessary and useful for the filing, securing or otherwise maintaining of the Intellectual Property Rights and (ii) in the event that a legal action for alleging infringement of a third party’s proprietary interest is taken by any third party against the practice of the Invention in question, the licensee party shall defend itself at its costs and expenses, and shall indemnify and hold harmless the licensor party from any and all claims and liabilities for damages, losses or costs arising out of any infringement of third party’s proprietary interests. 11.4 If the licensee party fails to practice Inventions exclusively licensed by the licensor party based on Sections 11.1 or 11.2(d) within the thirty-sixth (36th) month of the Exclusive License term, and if the licensee party is unable to show reasonable grounds for the failure to practice the Invention in question, then the licensor party may grant, without any consent from the licensee party, to third parties the right to practice the Invention. Article 12. Assignment or Abandonment of Inventions 12.1 Each party may assign its interest in Joint Invention to a third party provided that the third party assumes the same obligations to the other party as the first party assumes under this Agreement. 12.2 If either party hereto should wish to abandon or discontinue maintenance of its interest in its Sole Invention or Joint Invention, it shall first notify the other party in writing. Article 13. Information Exchange 13.1 The Collaborator and TMDU may each provide the other, free of charge, with information and documents, and other items useful in assisting the recipient in performing its obligations under the Research, provided, however, that neither party will be obligated to disclose the information in its possession by operation of a secrecy agreement with a third party. 8/17 13.2 Upon the termination or expiration of the Research Period, the recipient of documents or other items (except information) will return them to the party that provided them under this Agreement. Article 14. Obligation of Confidentiality 14.1 Any Confidential Information that one party discloses or makes known to the other party related to the Research may be disclosed only to the Principal Researcher. 14.2 Neither party may use the Confidential Information received from the other party other than in furtherance of the performance of the Research, provided, however, that either party may agree in writing to allow its Confidential Information to be used for activities falling outside of the Research. 14.3 Notwithstanding Section 14.1, if a party deems it necessary to disclose Confidential Information to other members of the Research Team, employees, officers, directors or agents other than the Principal Researcher, then that party may disclose Confidential Information to them; provided that it executes an agreement with them binding them during and after employment to obligations of confidentiality no less restrictive than those contained in this Agreement. Unless otherwise agreed in writing between the parties, neither TMDU nor the Collaborator may disclose Confidential Information for purposes other than performing the Research. If a party is served with notice of judicial or governmental action that could result in disclosure of Confidential Information, it will promptly notify the other party such that both parties may take appropriate legal action to prevent or limit the extent of any such disclosure. 14.4 The obligations of this Article 14 are effective during the Research Period and for three (3) years after its expiration or termination. However, upon consultation of the parties, the parties may extend or shorten this time period. Article 15. Disclosure of Research Results 15.1 Two (2) months after completion of the Research Period (or, if the Research Period is longer than one (1) calendar year, two (2) months after the end of each anniversary of the beginning of the Research Period), the Collaborator and TMDU may disclose or otherwise make public announcements regarding the Results (each, a “Disclosure”), provided, however, that a party that wishes to make a Disclosure must comply with its obligations with respect to Confidential Information received from the other party. Notwithstanding the previous sentence of this Section 15.1, if a party 9/17 reasonably believes that a Disclosure earlier than two (2) months after completion of the Research Period is in the public interest, it may make a Disclosure upon receiving the written consent of the other party, such consent not to be unreasonably delayed or withheld. 15.2 A party wishing to make a Disclosure under Section 15.1 will provide the other party with notice of the contents of the Disclosure at least thirty (30) days prior to making the Disclosure to any third party. If a party that receives notice of a Disclosure under this Section 15.2 reasonably believes that the Disclosure may limit or reduce the benefit or enjoyment that that party hoped to receive from the Results, then the parties will negotiate in good faith to revise the Disclosure and/or the manner of Disclosure. A party making a Disclosure may, with the prior written consent of the other party, disclose that the Disclosure is based on the Results of the Research. 15.3 Notwithstanding the previous section 15.2, both parties need not provide any notice to or negotiate with the other party regarding the Disclosure six (6) months after the expiration or termination of the Collaborative Research Period. 15.4 In no event may a party include Know-how in a Disclosure unless it first secures the written consent of the other party. Article 16. Research Team: Members and Obligations 16.1 If a party determines that the participation in the Research of person(s) other than the member of its Research Team is necessary or useful to the performance of the Research, then with the consent of the other party, the person(s) may be appointed to the Research Team. Each party will be responsible for causing those person(s) selected by it to comply with the terms and conditions of this Agreement. 16.2 Each party will cause each member of the Research Team selected by it under this Section 20.1 to agree, to observe, and fulfill the obligations that that party owes to the other party under this Agreement on condition of appointment to the Research Team. Each party will be liable to the other party for the conduct of the Principal Researcher and other members of the Research Team selected by it when they are carrying out the Research. Article 17. Indemnification 10/17 17.1 Each party will bear costs and damages arising out of or related to its and its agent’s conduct of the Research. 17.2 Each party (the “Indemnifying Party”) will indemnify and hold the other party, its agents and assigns (the “Indemnified Party”), harmless from awarded damages, settlements, costs, legal fees, and other out of pocket expenses incurred in connection with any claim against the Indemnified Party based on any action arising out of or relating to the Indemnifying Party’s negligent performance or non-performance of this Agreement, provided however, that any amounts due to the Indemnified Party under this Section 17.2 may be reduced or eliminated based on the negligence or gross negligence of the Indemnified Party. THE INDEMNIFICATION PROVIDED HEREBY WILL NOT BE DEEMED TO INCLUDE INDEMNIFICATION FOR LOST PROFITS OR INDIRECT OR CONSEQUENTIAL DAMAGES OF EITHER PARTY. 17.3 Any Indemnified Party under this Agreement must notify the Indemnifying Party promptly upon the receipt of a demand or claim for which indemnification under this Agreement is sought. The Indemnifying Party must be given the opportunity to control the defense and approve any settlement, which approval may not be unreasonably withheld. Article 18. Termination; Effects of Termination 18.1 This Agreement will remain in effect for the Research Period unless terminated in accordance with this Article 18. This agreement may be extended by written agreement of the parties. 18.2 Each Party may, without prejudice to any other remedies available to it at law or in equity, terminate this Agreement and its obligations hereunder for material breach or default in the performance of any of the provisions of this Agreement by the other Party, which breach or default remains uncured for ninety (90) days after written notice to the breaching Party. The right of a Party to terminate this Agreement as provided in this Section 18.2 does not be affected in any way by its waiver or failure to take action with respect to any previous default. 18.3 Termination of this Agreement will not affect the rights and obligations of the parties which have accrued prior to termination. Without limiting the generality of the foregoing, Article 2.3, 5.2, 6, 8.5, 10.1(b). 10.2(b), 11, 12, 13.2, from 14 to 17, and from 21 to 30 will survive expiration or termination of this Agreement indefinitely or for the designated period in each article. 11/17 Article 19. Independent Contractors 19.1 Collaborator and TMDU are at all times independent parties and nothing contained in this Agreement will be construed or implied to create an agency or partnership. No party will have the authority to contract or incur expenses on behalf of any other parties. Article 20. No Use of Name or Logo 20.1 Each party agrees not to use the other’s name, marks, or logos without prior written consent. Notwithstanding the above, each party may issue public statements that the Collaborator and TMDU are collaborating. Article 21. Choice of Law and Dispute Resolution 21.1 The laws of Japan (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance, and enforcement. 21.2 In the event of any controversy, claim, or dispute arising out of, relating to or in any way connected with this Agreement or any term or condition hereof, or performance by either Party of its obligations hereunder, whether before or after termination or expiration of this Agreement (a “Dispute”), the parties will first try to settle their differences amicably through good faith negotiation between representatives of each party authorized to settle the Dispute. Any unresolved Dispute will be finally resolved by binding arbitration before a tribunal of three (3) arbitrators. If the arbitration will be held in Japan, it shall be conducted in accordance with applicable Japan Commercial Arbitration Association rules, and if it is held in [ ], it shall be conducted in accordance with applicable [ ] Arbitration Association rules. The place of arbitration shall be in the country of the party to whom the demand for arbitration is addressed. Judgment upon any award rendered may be entered in any court having jurisdiction, or application may be made to any court for a judicial acceptance of the award and an order of enforcement. Each party will pay its own arbitration expenses, and the expenses of the arbitrators will be equally shared between The Collaborator and TMDU, unless the arbitrators assess as part of their award all or any part of the arbitration expenses of a party (including reasonable attorneys' fees) against the other party. This Section 21.2 will not prohibit a party from seeking injunctive relief from a court of competent jurisdiction in the event of a 12/17 breach or prospective breach of this Agreement by the other party which would cause irreparable harm to the first party. Article 22. Severability 22.1 If any one or more of the provisions of this Agreement are held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby. Article 23. Waiver 23.1 The failure of any party to insist upon strict performance of any provision of this Agreement or to exercise any right hereunder will not constitute a waiver of that provision or right. Article 24. Modification of Agreement/Written Amendments 24.1 This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No amendment, alteration, or modification of this Agreement will be binding unless it is in writing and signed by the parties. Article 25. Entire Agreement 25.1 This Agreement, including Attachment 1 (which is incorporated by reference) represents the entire agreement and understanding of the parties and expressly supersedes all previous written and oral communications between the parties regarding the subject matter hereto. Article 26. Notices 26.1 Any notice or communication required or permitted to be given or made under this Agreement by one of the parties hereto to the other will be in writing and will be deemed to have been sufficiently given or made for all purposes if delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or by a commercial overnight courier that guarantees next day deliver and provides a receipt, such communication addressed to such other party at its respective address as Attachment 1 (“Administrative Contact”). Article 27. Force Majeure 13/17 27.1 Neither party will be liable for failure or delay in performing obligations set forth in this Agreement, and no party will be deemed in breach of its obligations hereunder, if the failure or delay is due to natural disasters or any causes reasonably beyond the control of such party, including, without limitation, a case in which either party reasonably believes that it is impossible or impractical to continue performing the Research. If either party is forced to terminate the Research or extend the Research Period under this Article 27, the parties will negotiate in good faith a mutually satisfactory termination or extension of the Research Period. Article 28. Remedies 28.1 Each party acknowledges that a breach of this Agreement may cause irreparable injury and damage to the other and that monetary damages would be inadequate to redress any actual or threatened violation of this Agreement. Each party agrees that the other shall be entitled, in addition to any other remedies that may be available to it, to seek injunctive and other equitable relief without the posting of a bond or other security to prevent or restrain a threatened breach of this Agreement. Article 29. Separate Writings and Attachments 29.1 The Attachments constitute a part of this Agreement and are incorporated into this Agreement by reference. Should any inconsistency exist or arise between a provision of this Agreement and a provision of any exhibit, schedule, or other incorporated writing, the provision of this Agreement will prevail. Article 30. Other Issues not Provided for under this Agreement 30.1 If an issue not provided for under this Agreement should arise, the parties shall first try to settle their differences amicably through good faith negotiation between representatives of each party authorized to bind such party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate counterpart original by their duly authorized representatives to be effective as of Effective Date. 14/17 Tokyo Medical and Dental University By: Title: Date: Tokyo Medical and Dental University (Principal Researcher) By: Title: Date: Collaborator By: Title: Date: Collaborator (Principal Researcher) By: Title: Date: 15/17 Attachment 1 1. Research Theme 2. Description of Research 3. Research Period 4. Research Team *indicates principal researcher From: To: , 20__ ,20__ Name Affiliation Department and Title Role in this Research * TMDU * Collaborator 5. Visiting Researcher Annual Fees __One time Payment 20 JPY 20 JPY 20 JPY __Multiple Payments (Including Consumption Tax) Total T M D 6. Administrative Contact Collaborator JPY Affiliation: Title: U Name: Mailing Address: Affiliation: Title: Name: 7. Additional 16/17 Tel: Fax: Email: Tel: Fax: Email: Attachment 2 Facilities Used by the Parties in Collaborative Research Provider Facility name/Location TMDU Collaborator Items Supplied by the Parties Provider Name Item Specifications TMDU Collaborator 17/17 Number or Amount