“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.
5.1 The Parties agree that this Agreement, in particular this section, constitutes a material transfer agreement between them for the transfer of Research Materials as required under the Research Plan, to which the Parties may add a material transfer record form to memorialize the transfer of particular Research Materials. Moreover, MTAs that are already in force between given Parties may be used to effect the transfer of Research Materials as required under the Research Plan, provided, however that if any terms of such existing MTAs are not consistent with this Agreement and the Research Plan the terms of this Agreement and the Research Plan shall control.
5.2 Each Party that is providing Research Materials to another Party will provide the said Research Materials in such amount and quality as described in the Research Plan. The Party receiving the said Research Materials may test them upon receipt to check compliance with the criteria set forth in the Research Plan. If any such Research Materials fail to meet such criteria, the receiving Party shall notify the providing Party, and the receiving Party shall not be obligated to conduct any activities under the Research Plan unless and until the providing Party provides a sufficient quantity of the said Research Materials meeting all applicable criteria.
5.3 The Research Materials disclosed by the providing Party are supplied in confidence, will remain the property of the supplying Party (on behalf of such Party’s partners, if applicable) and will not be passed to any other Party or to a third party, unless required by the Research Plan.
5.4 Each Party receiving Research Materials under this Agreement agrees that such materials supplied to it:
(i) will be used solely for, and in compliance with, the terms and conditions set forth in this Agreement;
(ii) will be used in compliance with all applicable laws, rules and regulations;
(iii) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects;
(v) will be used only at such Party’s (or its permitted subcontractor’s) organization and only in its laboratory; and
(vi) will not be reverse engineered or chemically analyzed except as expressly provided for (if at all) in the Research Plan.
5.5 Upon termination or expiration of this Agreement, each Party shall discontinue its use of any Research Materials provided by another Party and shall return any remaining Research Materials, or, at the providing Party’s request, destroy them and certify destruction thereof.