ࡱ>  @ R)bjbj{{1W8. \OJ!!*!*!*!~"~"~" E E E ECPE$JN$QRCTbOE(~"~"((O*!*!TaO---(<*!*! E-( E--SBD*!! ゜)toCDwO0OC:T?,T4DTD4~" $-(% &~"~"~"OOD'-X2009/10/19 HU 1st Draft RESEARCH LICENSE AGREEMENT RESEARCH LICENSE AGREEMENT (this  Agreement ), dated as of this ___ day of ?????, 2009 (the  Effective Date ), by and between Hiroshima University, a national university corporation duly organized under the laws of Japan, having a principal address at 1-3-2 Kagamiyama, Higashi-Hiroshima City, Hiroshima Pref., 739-8511, Japan (University), and [XYZ Corporation], a corporation duly organized under the laws of ______, having a principal place of business at ___________________, (XYZ). RECITALS University has developed proprietary technology relating to _______________ and owns and has rights under certain patents and patent applications in respect of ___________ in various countries of the world. XYZ wishes to obtain a research license under such patents and patent applications in certain territories. University is willing to grant such research license under such patents and patent applications under the terms and conditions hereinafter contained. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS; INTERPRETATION Section 1.01. When used in this Agreement, except as otherwise expressly provided herein or unless the context herein otherwise requires, the following terms shall have the respective meanings indicated below: this Agreement has the meaning set forth in the preamble hereof and includes Schedules, which may be amended, modified, revised or supplemented from time to time upon agreement of the Parties. Commercial License Agreement has the meaning set forth in Section 5.01. Effective Date has the meaning set forth in the preamble hereof. Expiration Date means ___________, 20__. Interest Rate means, with respect to any amount, the interest rate of twenty percent (20%) per annum subject to the maximum statutory rate of default interest permissible under applicable law. License Fee has the meaning set forth in Section 3.01. Licensed Patent means the patent application __________, any patents issued on such application anywhere in the world, and any divisions, amendments, continuations, continuations-in-part, renewals, re-issues and extensions of any of the foregoing. Licensed Product means any product, kit, device, equipment, instrument [and/or system for _______] which utilizes the Licensed Patent. Party means either University or XYZ, and Parties means collectively University and XYZ. Territory means __________________. Treaty has the meaning set forth in Section 4.02. Section 1.02. Interpretation (a) The term including means including without limitation. (b) The words herein, hereof, hereto and hereunder refer to this Agreement as a whole, and not to any particular Article, Section or Subsection in this Agreement. (c) Headings and Recitals are inserted for convenience only and do not affect the construction hereof, words denoting the singular include the plural and vice versa, and words denoting one gender include each gender and all genders. (d) Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning. (e) Unless the context otherwise requires, references herein to: (i) a person include references to a natural person, firm, partnership, joint venture, company, corporation, association, organization, trust, enterprise, government or department or agency of any government (in each case whether or not having a separate legal personality); (ii) a month, quarter and year are references to a month, quarter and year of the Gregorian Calendar; (iii) Recitals, Articles, Sections, Subsection or Schedule refer to the appropriate recitals, articles, sections, subsections or schedules hereof; (iv) a document, instrument and agreement are references to such document, instrument and agreement (including schedules thereto and, where applicable, any of its provisions) as amended, modified, varied, supplemented, novated or replaced and in effect at the time any such reference is operative; (v) a Party include its permitted successors and assigns; (vi) a statute or law are construed as references to such statute or law as modified, amended, consolidated, extended or re-enacted and in effect at the time any such reference is operative, and include any administrative guidances, orders, regulations, instruments or other subordinate legislation made under the relevant statute or law; and (vii) an authority, association or body whether statutory or otherwise are, if and when any such authority, association or body ceases to exist or is reconstituted, renamed or replaced or the powers or functions thereof are transferred to any other authority, association or body, references respectively to the authority, association or body established or constituted in lieu thereof or as nearly as may be succeeding to the powers or functions thereof. ARTICLE II GRANT OF LICENSE Section 2.01. Subject to the terms and conditions set forth herein, during the effective term hereof, University hereby grants to XYZ, and XYZ hereby accepts, non-commercial, personal, non-transferable, non-exclusive license under the Licensed Patent to conduct research for, develop, make and use the Licensed Products in the Territory. This license does not include the right to make, sell or transfer the Licensed Products to any third party for any commercial purpose or the right to grant sublicenses to any person. Section 2.02. The license to conduct research for and develop the Licensed Products granted in Section 2.01 includes the right to have third parties designated by XYZ evaluate the Licensed Products [and/or conduct trials for the Licensed Products under XYZs directions]. The license to make the Licensed Products granted in Section 2.01 also includes the right to have third parties designated by XYZ and approved in advance by University in writing, such approval not to be unreasonably withheld, make the Licensed Products in accordance with designs, drawings and specifications, all originated and owned by XYZ; provided that XYZ shall take over from such third parties all of the research results and/or the Licensed Products manufactured by any of such third parties. Section 2.03. Except for the licenses and rights expressly granted hereunder, no right, title or interest in any discovery, invention or technology, data or information or any patent, copyright, trademark or other intellectual property right owned by University or any other person shall be granted to XYZ hereunder, by implication or otherwise. Section 2.04. XYZ agrees that its intention in entering into this Agreement is solely to determine commercial feasibility of the Licensed Products, and use reasonable efforts and resources to investigate commercial feasibility of the Licensed Products. ARTICLE III LICENSE FEE Section 3.01. In consideration of the research license granted herein, XYZ shall pay to University a non-refundable license fee (the License Fee) in the following manner: _________ Japanese Yen (_________) (the Initial License Fee) to be due and payable within thirty (30) days after the Effective Date; _________ Japanese Yen (________) (the Second License Fee) to be due and payable no later than ________, 20__, unless this Agreement is terminated by XYZ pursuant to Section 7.02; and _________ Japanese Yen (________) (the Third License Fee) to be due and payable no later than _______, 20__, unless this Agreement is terminated by XYZ pursuant to Section 7.02. ARTICLE IV PAYMENT Section 4.01. The License Fee and any other amount payable to University hereunder shall be payable to University in Japanese Yen without any deduction of any remitting bank commission or fee or otherwise at the following bank account of University or any other bank account University notifies XYZ in writing from time to time: Bank Name: Branch Name: Bank Address: Type of Bank Account: Bank Account Number: Name of the Bank Account Holder: Section 4.02. XYZ shall not be entitled to withhold or deduct from the payments due to University hereunder any present or future taxes, levies, imposts, deductions, charges, withholdings or liabilities imposed by any government or any political subdivision or taxing authority thereof in any jurisdiction. The Parties agree that the payments due to University hereunder constitute royalties as that term is defined in Article 12, paragraph 2 of the Convention between Japan and [the United Kingdom of Great Britain and Northern Ireland] for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and on Capital Gains (the Treaty) and, as such, are exempt from [British] withholding tax under Article 12, paragraph 1 of the Treaty. Pursuant to such exemption, XYZ shall not withhold any tax from any payments due to University hereunder, and University shall not be liable for any withholding taxes involved in this transaction. University shall, in addition to providing a certificate of Japanese residency, complete all forms required for XYZ to obtain such exemption and provide XYZ with such forms.[S0n0nlzn0ago0vKbeL0Vn0O>y(u0s|Vn0O>y0{0|0 TNn0agg00D00] Section 4.03. In the event that any amount due University by XYZ hereunder is not paid when due, XYZ shall pay on demand to University interest on the overdue amount at the Interest Rate from the due date of such amount until the date such overdue amount is paid in full. ARTICLE V COMMERCIAL LICENSE AGREEMENT Section 5.01. University hereby grants to XYZ an option to obtain commercial licenses set forth in a separate patent license agreement in the form and substance as attached in Schedule I (the Commercial License Agreement), which option shall be exercisable by XYZ, and such license shall become effective, upon the satisfaction of all of the following conditions: (a) XYZ shall provide written notice to University of its exercise of such option at any time during the effective term of this Agreement; (b) XYZ shall execute and deliver the Commercial License Agreement to University; and (c) XYZ shall pay to University the initial license fee set forth in the Commercial License Agreement, in which case XYZ shall be entitled to credit the total of the License Fee actually paid until then hereunder against such initial license fee payable under the Commercial License Agreement. ARTICLE VI NO WARRANTIES Section 6.01. Nothing in this Agreement shall be construed as: a warranty, representation or promise by University relating to any of the Licensed Patent or the Licensed Products, including the validity, scope or suitability for any purpose of the Licensed Patent; or an obligation on the part of University to furnish any manufacturing or technical information to XYZ; or an obligation to bring or prosecute actions or suits against third parties, defend actions or suits brought against XYZ, its customers or third parties, or indemnify XYZ, its customers or third parties for any reason; or conferring upon XYZ the right to use in advertising, publicity or otherwise, any trademark, service mark or trade name of University. Section 6.02. UNIVERSITY MAKES NO WARRANTIES, REPRESENTATIONS OR PROMISES THAT THE USE OR PRACTICE OF THE LICENSED PATENT OR THE DEVELOPMENT OR MANUFACTURE OF THE LICENSED PRODUCTS DOES NOT AND WILL NOT INFRINGE ANY PATENT OR OTHER INDUSTRIAL OR INTELLECTUAL PROPERTY RIGHT OR OTHER RIGHT OWNED BY THIRD PARTIES. THE LICENSES AND RIGHTS PROVIDED FOR HEREIN ARE GRANTED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ARTICLE VII TERM AND TERMINATION Section 7.01. This Agreement shall become effective on the Effective Date, and except as otherwise provided for in this Article VII, this Agreement, and the license granted hereunder shall expire as of the Expiration Date. Section 7.02. XYZ shall have the right to terminate this Agreement for its convenience after payment of the Initial License Fee without paying the Second License Fee and/or Third License Fee set forth in Section 3.01, provided that XYZ shall notify University of its intent to terminate this Agreement no later than the due date of the Second License Fee or the Third License Fee, as the case may be. Section 7.03. University shall have the right forthwith to terminate this Agreement upon written notice to XYZ in any of the following events: if XYZ has defaulted in the performance or observance of any provision, covenant, condition or agreement contained in this Agreement and has failed to cure such default within thirty (30) days of written notice complaining thereof to XYZ; if XYZ becomes insolvent or admits in writing its inability to pay its debts as the same nature or makes an assignment for the benefit of creditors; if any proceeding is instituted by or against XYZ seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of XYZ or its debts or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for XYZ or for any substantial part of its property and assets; if XYZ assigns or attempts to assign this Agreement or any part thereof in violation of Section 8.01; if XYZ for itself or through any third party contests the validity or enforceability of the Licensed Patent or assists any third party in contesting the validity or enforceability of the Licensed Patent; or if XYZ files any declaratory judgment or similar action to obtain the invalidity of the Licensed Patent or the non-infringement of any Licensed Product upon the Licensed Patent. Section 7.04. The license granted to XYZ hereunder in respect of the Licensed Patent shall cease forthwith as of the date of expiration or termination of this Agreement. Section 7.05. Any expiration or termination of this Agreement pursuant to this Article VII shall not relieve XYZ of any of its obligations or liabilities accrued hereunder prior to the date of expiration or termination of this Agreement. Section 7.06. The rights and remedies set forth in this Article VII are not exclusive and are in addition to any other rights and remedies available to University under this Agreement or at law or in equity. Section 7.07. The provisions of Sections 3.01, 4.01, 4.03, 5.01, 6.01, 6.02, 7.05, 7.06, 8.03, 8.08, 8.10, 8.11, 8.13 and 8.15 and this Section 7.07 shall survive the expiration or termination of this Agreement. ARTICLE VIII MISCELLANEOUS Section 8.01. This Agreement and the license and rights granted hereunder shall be binding upon and inure to the benefit of University, XYZ and their respective permitted successors and assigns. XYZ shall not assign or transfer any of its rights, privileges or obligations hereunder without prior written consent of University. For the purpose of this Agreement, assignment includes (a) any sale or transfer of all or substantially all of the assets of XYZ relating to the Licensed Products and (b) any change in the ultimate beneficial control of XYZ, whether by way of merger, consolidation, share transfer or otherwise. Any assignment or transfer in violation of this Section 8.01 shall be null and void ab initio. Section 8.02. This Agreement does not in any way create a relationship of principal and agent, partnership or joint venture between the Parties. Neither Party shall under any circumstances act as, or represent itself to be, the other Party. Section 8.03. Any notice, report or other document required or permitted hereunder shall be written in English, and shall be sufficiently given when personally delivered, telecommunicated, electronically mailed, delivered by overnight courier or mailed prepaid first class registered or certified mail and addressed to the Party for whom it is intended at its record address, and such notice shall be effective upon receipt, if delivered personally, telecommunicated, electronically mailed or delivered by overnight courier, or shall be effective five (5) days after it is deposited in the mail, if mailed. The record addresses, facsimile numbers and E-mail addresses of the Parties are set forth below: University: 鶹AV 1-3-2 Kagamiyama Higashi-Hiroshima City Hiroshima Pref., 739-8511 Japan Attention: Fax No.: E-Mail: XYZ: Attention: Fax No.: E-Mail: Either Party, at any time, may change its previous record address, facsimile number or E-mail address by giving written notice of the substitution in accordance with the provision of this Section 8.03. Section 8.04. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or portion thereof, or the application thereof to any person or circumstance or in any country contravenes a law of any country (or political subdivision thereof) in which this Agreement is effective or is held to any extent invalid or unenforceable, the remaining provisions of this Agreement (or of such provision) and the application thereof to other persons or circumstances or in other countries shall not be affected thereby, and this Agreement shall be modified with respect to its application in such jurisdiction, but not in jurisdictions where such provision is valid, to conform with such law. Section 8.05. No modification or amendment hereof shall be valid or binding upon the Parties, unless made in writing and duly executed on behalf of the Parties by their respective duly authorized officers. Section 8.06. Any failure of either Party to insist upon the strict performance of any provision hereof or to exercise any right or remedy shall not be deemed a waiver of any right or remedy with respect to any existing or subsequent breach or default. Section 8.07. This Agreement constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, express or implied, and oral or written. Section 8.08. This Agreement shall be construed, and the legal relations between the Parties shall be determined, in accordance with the laws of Japan without regard to what laws might otherwise govern under applicable principles of conflict or choice of laws. Section 8.09. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument. Section 8.10. Any dispute, controversy or difference arising out of, in relation to or in connection with, this Agreement shall be settled in good faith between the Parties. If the Parties fail to resolve such dispute, controversy or difference through the good faith negotiations, it shall be finally settled by arbitration in Tokyo, Japan in accordance with the Rules of Arbitration of the International Chamber of Commerce for the time being in force by a panel of three (3) arbitrators. The prevailing Party shall be entitled to receive from the losing Party reimbursement for all costs incurred in such litigation, including reasonable attorneys' fees. The decision and award of the arbitration shall be final and binding, and shall be enforceable in any court of competent jurisdiction. Section 8.11. The Parties shall maintain the confidentiality of the terms of this Agreement, and shall not disclose or transfer, without the prior written consent of the other Party, such terms or any part thereof to any third party, except (a) as otherwise may be required by law, order or regulation; or (b) to any competent court, regulatory authority or governmental agency which has ordered the same to be produced; provided, however, that the Party who has been so ordered shall promptly notify the other Party of such order and use its best efforts to preserve the confidentiality thereof to the extent possible in compliance with such order including obtaining a protective order. Section 8.12. Neither Party shall issue any press release or other public announcement relating to this Agreement without obtaining the other Party's written approval. Section 8.13. The Parties hereby acknowledge that there are circumstances in which it would be impossible to measure in money the injury that would be suffered by University or XYZ, as relevant, by reason of the other Party's breach of its obligations hereunder, and the breaching Party consents to the granting by any court in any applicable jurisdiction of an injunction or other equitable relief. The foregoing shall be in addition to all other rights and remedies available to the non-breaching Party under this Agreement or at law or in equity. Section 8.14. XYZ shall fully comply with all laws, ordinances and regulations applicable to it with respect to the conduct of research for the Licensed Products, the development, manufacture and use of the Licensed Products hereunder. Section 8.15. XYZ hereby agrees to defend, indemnify and hold harmless University and its respective their respective trustees, directors, officers, professors, researchers, employees and agents from and against any and all claims, actions, suits, liabilities, damages or judgments resulting from or relating to the activities of XYZ or the development, manufacture or disposal of the Licensed Products by XYZ, or any other person (including claims, actions, suits, liabilities, damages or judgments related to product liability). 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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized officer as of the date and year first above written. 鶹AV [XYZ Corporation] By: By: Title: Title: Date: Date: Schedule I Commercial License Agreement     PAGE  %&'()&`#$$da$d#$%'()h~M| h~M|0Jjh~M|0JUhsjhsU h~M|6o(/ 0&P . 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