Applied Enzyme Medical Research Institute Corporation (AMERIC) Terms and Conditions of Contract for Testing and Analysis

Article 1 (Purpose)
The purpose of these terms and conditions for contract testing and analysis (hereinafter referred to as the “Terms and Conditions”) is to set forth the common basic matters necessary for the smooth performance of individual contracts concluded between AMERIC and the contractor in order to execute the testing and analysis work (hereinafter referred to as the “Work”) commissioned by the Institute for Applied Enzyme Research and Medicine, Inc. The purpose of this document is to set forth the common basic matters necessary for the smooth performance of individual contracts entered into between the contractor and AMERIC for the performance of inspection and analysis services (hereinafter referred to as the “Services”) entrusted to AMERIC.

Article 2 (Applicability)
Article 2 (Application) In addition to the individual contracts concluded in accordance with the following Article, the consignor and AMERIC shall execute the contract in accordance with these General Terms and Conditions. In the case of the preceding paragraph, if the provisions of the individual contract conflict with the provisions of these General Terms and Conditions, the provisions of the individual contract shall take precedence over the provisions of these General Terms and Conditions only with respect to such portion of the individual contract.

Article 3 (Formation of Individual Contracts)
An individual contract for the acceptance or consignment of this work shall be deemed to be concluded when any of the following items applies.
When AMERIC prepares and delivers a quotation to the consignor based on the inspection request form (hereinafter referred to as “Request Form”) prescribed by AMERIC from the consignor, and the consignor accepts the quotation.
(2) When AMERIC accepts an application for entrustment from the entrustor by written order.

Article 4 (Faithfulness)
The consignor and AMERIC shall cooperate with each other based on mutual trust and faith, and shall perform the individual contract in good faith.

Article 5 (Payment and Offsetting of Commission Fees)
In principle, the consignment fee for this work shall be inspected by the consignor and transferred to the account designated by AMERIC after the results of this work have been provided.　Other payment conditions shall be discussed separately.

Article 6 (Confidentiality)
AMERIC shall not use the samples provided or disclosed by the consignor to the extent that the consignor considers necessary for the performance of the work, technical information concerning such samples and the results of the work, and other business and technical information of the consignor obtained in the course of the work (hereinafter collectively referred to as “Confidential Information”) for any purpose other than the performance of the work without the prior consent of the consignor. The Company shall not use such information for any purpose other than the work and shall not disclose or divulge such information to any third party without the prior consent of the consignor.
However, this shall not apply to confidential information that falls under any of the following items.
It can be established that AMERIC already possessed or acquired the Confidential Information prior to the provision or disclosure of the Confidential Information by the Consignor.
(2) Confidential Information that was already publicly known through printed matter, etc. prior to the provision or disclosure of the Confidential Information by the Consignor, or that became publicly known through no fault of AMERIC after such provision or disclosure.

(3) It is possible to prove that AMERIC obtained the confidential information legitimately from a third party with legitimate authority without imposing a confidentiality obligation to the consignor after AMERIC received the confidential information or disclosure from the consignor.
２） AMERIC shall not disclose or divulge to any third party the fact that AMERIC has been requested to perform this work by the consignor.
Notwithstanding the provisions of the preceding two paragraphs, when AMERIC subcontracts all or part of the Service to a third party, AMERIC may disclose the Confidential Information to such subcontractor.　However, AMERIC shall make such subcontractor assume the same obligations as those assumed by AMERIC under the preceding paragraph.
1. each provision of this Article shall remain in effect until three (3) years have elapsed after the submission of the inspection report when the individual contract is executed.

Article 7 (Initiation and Report of Results)
１）AMERIC shall, in principle, prepare an inspection report of the results of this work and report it to the consignor within a period of time determined in consultation with the consignor.
２）Commencement of the Work shall be deemed to occur when the samples specified in the following Article have been provided to and arrived at AMERIC.
３）AMERIC shall make a copy of the inspection report specified in Section 1 as a copy and keep it for a specified period of time after the inspection report is submitted.

Article 8 (Provision and Disposal of Samples)
The consignor shall provide AMERIC, free of charge, with samples and information, etc. (hereinafter collectively referred to as “Materials, etc.”) necessary for the performance of this work as specified in the individual contract.

AMERIC shall use and store the sample in accordance with the preceding paragraph with the duty of care of a good manager, and shall dispose of the sample promptly after the completion of this service. However, if a method of disposal is agreed upon between AMERIC and AMERIC in advance, the method shall be in accordance with the agreed upon method.

Article 9 (Disclaimer of Liability)
1 AMERIC shall not be liable for any damages resulting from the use of the results of this work by the CONSULTANT, unless AMERIC is found to have been negligent in the manner in which it performed this work.
2 If AMERIC is found to be negligent in the manner in which it performs the Services as set forth in the preceding paragraph, AMERIC shall, upon consultation with the consignor, make the necessary compensation by one of the following methods.
(1)AMERIC will re-perform this work requested at its expense.
(2)We will compensate for damages incurred by the consignor within the scope of the consignment fee paid by the consignor.
3 AMERIC does not indemnify any third party against any infringement of its intellectual property rights with respect to the results of this work.

Article 10 (Termination of Contract)
When unavoidable circumstances make it difficult to fulfill an individual contract, the consignor and AMERIC may, upon consultation with the counterparty, modify or terminate the individual contract with the consent of the counterparty.

Article 11 (Force Majeure)
In the event that AMERIC is unable to perform its services due to natural disasters or other reasons beyond its control, the two parties shall decide upon the measures to be taken upon mutual consultation.

Article 12 (Matters to be discussed)
Any matter not stipulated in these Terms and Conditions or any question concerning each provision shall be decided upon consultation between the parties in good faith.

Jan. 30, 2012.
Applied Medical Enzyme Research Institute Corporation