Product Service
Grant Agreement

This Products Services Grant Agreement (this “Agreement”), dated [Date], is between FUJIFILM Biosciences Inc., with its principal place of business at 2501 Pullman Street, Ste. 201, Santa Ana, CA 92705, and [SELECTED AWARD WINNER RESEARCHER’S NAME], located at [AWARD WINNER RESEARCHER’S ADDRESS] (“Researcher”).

Provision of the Products is subject to the FUJIFILM Biosciences General Terms and Conditions of Sale, located at: https://fujifilmbiosciences.fujifilm.com/us/support/general-terms-and-conditions-of-sale. By accepting Products, Researcher agrees to the General Terms and Conditions of Sale and this Agreement. To the extent of a conflict between the General Terms and Conditions of Sale and this Agreement, this Agreement shall govern.

1. Products to be provided. FUJIFILM Biosciences will provide the following products to the Researcher (the “Products”) at no cost: [A LIST OF SELECTED PRODUCTS BY AWARD WINNER TO BE INSERTED HERE]
2. Use of the Products:
1. Researcher acknowledges and agrees that the Products are for Research Use Only. Researcher will use the Products solely to complete the research study titled [TITLE], as described in Exhibit A (the “Research Study”). Under no circumstances will Researcher use the Products for any purpose other than completion of the Research Study.
2. Following conclusion of the Research Study, Researcher shall properly discard all remaining Products in accordance with applicable law and industry-standard disposal protocols.
3. FUJIFILM Biosciences is providing the Products to Researcher for the sole purpose of advancing the body of knowledge in the field of building iPSC models generally and to support the Research Study in particular. Researcher shall receive no compensation from FUJIFILM Biosciences related to the research. Provision of the Products by FUJIFILM Biosciences is not dependent in any way upon the outcome of any analyses performed by or conclusions made by the Researcher or the findings or results of the Research Study. Nor is the provision of the Products based upon the volume or value of any referrals or business involving FUJIFILM Biosciences products. Researcher is under no obligation whatsoever to purchase, lease or utilize FUJIFILM Biosciences products or to recommend the purchase, lease or utilization of any FUJIFILM Biosciences products.
3. Researcher will provide FUJIFILM Biosciences with complete results of the Research Study 60 days prior to disclosure to any third party, including submission for presentation or publication and shall (i) permit FUJIFILM Biosciences to review and comment on the results of the Research Study; and (ii) upon written request of FUJIFILM Biosciences, de-identify the results of the Research Study by removing any information that would permit any third party to identify FUJIFILM Biosciences, either directly or indirectly through inductive reasoning. Under no circumstances will Researcher use the name of FUJIFILM Biosciences, FUJIFILM, or any Product, or any other FUJIFILM marks, without the written permission of FUJIFILM Biosciences.
4. Intellectual Property and Inventions.
1. Researcher acknowledges and agrees that the receipt of the Products by Researcher shall not be construed as a transfer of any title or the grant of any rights in or to the intellectual property embodied in the Products owned or licensed by FUJIFILM Biosciences except as explicitly set forth herein. Researcher has a limited license to use the Products solely for the Research Study, subject to this Agreement. Researcher acknowledges and agrees that as between FUJIFILM Biosciences and Researcher, FUJIFILM Biosciences shall be the sole owner of any and all improvements made by Researcher to the Products. Researcher hereby assigns and transfers, by operation of this agreement, any and all right, title, and interest, including any and all intellectual property rights, in and to such improvements to FUJIFILM Biosciences. Researcher agrees to take any and all necessary action to effectuate the assignment and transfer of any such ownership rights or interests in the foregoing to FUJIFILM Biosciences.
2. Researcher shall not make, have made, offer to sell, or sell the Products or use the Products in the manufacture of any products, and no rights to do so are implied by the transfer, sale or purchase of the Products. Researcher may not transfer the Products to any third party without FUJIFILM Biosciences’s express prior written consent. Researcher shall not use the Products in any services for a third party without the express prior written consent of FUJIFILM Biosciences.
3. Researcher shall not cause or permit the reverse engineering or conduct analysis that will determine the components of any of the Products for any purpose.
5. Confidentiality. Researcher acknowledges that any information of or relating to FUJIFILM Biosciences, whether or not marked confidential, that is not generally known or readily ascertainable outside FUJIFILM Biosciences including, without limitation, information regarding FUJIFILM Biosciences’s strategy, finances, assets, plans, marketing, legal affairs, customers, prospects, vendors, employees, products, services, programs, techniques, technology, ideas, inventions, research, testing, contracts, opportunities, methods, procedures, know-how, trade secrets and other activities, that become known to Researcher through disclosure, observation, testing, or otherwise (collectively, the "Confidential Information") constitutes valuable confidential information of FUJIFILM Biosciences and others. Accordingly, during and after the term of this Agreement, Researcher will: (a) not use or allow others to use the Confidential Information received from FUJIFILM Biosciences for any purpose other than the performance of the Research Study; and (b) maintain in confidence and not disclose the Confidential Information to any person or entity without the prior written consent of FUJIFILM Biosciences. The foregoing obligations shall not apply, however, with respect to Confidential Information that Researcher can demonstrate is: (i) in the possession or control of the Researcher prior to the time of disclosure hereunder; (ii) at the time of disclosure or thereafter becomes public knowledge through no fault or omission of the Researcher; (iii) lawfully obtained by the Researcher from a third party under no obligation of confidentiality to the disclosing party; or (iv) developed independently by personnel of the Researcher who have not had access to Information received from the disclosing party. The obligations set forth in this paragraph will survive any termination of this Agreement.
6. Term. The term of this Agreement shall commence on the Effective Date and will continue for twelve (12) months (the “Term”). This Agreement can be terminated by either party at any time upon written notice to the other. If this Agreement is terminated during the Term with or without cause, the parties may not enter into the same or substantially the same arrangement during the Term.
7. Compliance with Laws. FUJIFILM Biosciences and Researcher agree to comply with all applicable federal, state and local laws and ordinances, rules and regulations (including those of Researcher’s employer or affiliated facility relating to the approval and disclosure of this Agreement) as may apply to FUJIFILM Biosciences or Researcher, respectively, in the performance of their obligations under this Agreement. This Agreement and the payments made hereunder may be subject to public disclosure by FUJIFILM Biosciences or Researcher under applicable laws and regulations. If required, FUJIFILM Biosciences and/or Researcher will report the compensation pursuant to this Agreement in accordance with applicable law.
8. Governing Law and Dispute Resolution. This Agreement shall be governed by the law of the state of New York, excluding its choice of law provisions. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof – including all issues or disputes regarding the existence, validity, scope or applicability of this agreement to arbitrate, the arbitrability of any claims, and the proper parties to the arbitration – shall be determined by arbitration in Westchester County, New York before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

This Agreement represents the complete and full Agreement between the parties. This Agreement shall supersede any previous Agreement between FUJIFILM Biosciences and Researcher. No amendment to this Agreement shall be effective unless in writing and signed by the parties.