“Research Materials” means any tangible material, including any reagents, chemicals, biologicals and tissue samples provided by one Party for use by another Party in connection with the Research Plan or generated in the conduct of the Research Plan and shall include modifications and unmodified derivatives thereof (the “Original Materials”), and Research Materials shall additionally include any Progeny, Unmodified Derivatives and any of the forgoing materials incorporated in Modifications. “Progeny” means any unmodified descendent from any Original Material; “Unmodified Derivative” means any substance which constitutes an unmodified functional subunit or product expressed by any Original Material; and “Modification” means any substance that contains and/or incorporates a significant or substantial portion of any Original Material, or of Progeny or Unmodified Derivative.
10.1 Each Party hereby certifies to the other Parties that:
i) as of the Effective Date of this Agreement, it has the full and unrestricted power and authority to enter into this Agreement, it has the right to provide all Research Materials that it provides to another Party under this Agreement, and has obtained all consents necessary to provide such Research Materials to the applicable Parties for the uses contemplated under the Research Plan (save that such certification does not extend to a certification in relation to Intellectual Property);
ii) it shall perform its activities under the Research Plan and perform its obligations under this Agreement in compliance with all applicable laws, rules and regulations;
iii) the activities it will conduct under the Research Plan do not and will not include clinical subject research; and
iv) that all animals used by it for activities conducted by such Party under the Research Plan and this Agreement shall be treated in accordance with generally accepted principles for the humane treatment of such animals and the avoidance of unnecessary suffering in accordance with the policies and guidelines as established by an accredited institutional animal care and use committee (IACUC) and in accordance with all other applicable laws, regulations and policies to which it is bound, including the requirements of the local jurisdiction in which such animal studies will be conducted; provided that, the requirements of the local jurisdiction are no less stringent than those set forth by the United States Animal Welfare Act, the Health Research Extension Act of 1985, and all regulations and guidelines established under these laws.