SRG
HERA | BioLabs
CONDITIONS OF USE FOR THE HERA SD-RAG2-IL2RG KNOCKOUT RATS (SRG RAT®)
DISCLAIMER: HERA AND/OR ITS AFFILIATE(S) DISCLAIM ALL WARRANTIES WITH RESPECT TO THE HERA SD-RAG2-IL2RG KNOCKOUT RAT, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL HERA AND/OR ITS AFFILIATE(S) BE LIABLE, WHETHER IN CONTRACT, TORT, WARRANTY, OR UNDER ANY STATUTE OR ON ANY OTHER BASIS FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, MULTIPLE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING FROM THE USE OF THE HERA SD-RAG2-IL2RG KNOCKOUT RAT.
The research Material covered by these Conditions of Use includes the Hera SD-Rag2-Il2rg Knockout Rat strain (hereafter “SRG™ or SRG Rat”), any progeny of the SRG Rat, and substances or biological materials derived from the SRG Rat (e.g. embryos, cells, nucleic acids, antibodies or vectors) or otherwise containing the Rag2 or Il2rg genetic modifications, all of which is collectively the “MATERIAL”. SRG Rats are the property of Hera BioLabs, Inc. (“Hera”) are proprietary and are the subject of pending patent applications and/or issued patents. BY ACCEPTANCE OF ANY OF THE MATERIAL, BUYER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS.
For purposes of these Conditions of Use, “Research” means: (i) research, discovery, or development of products and services, including, drug discovery, drug development, reagent development and diagnostic purposes conducted prior to selection of clinical candidates and not conducted for consideration or otherwise excluded hereunder as defined below as “Commercial” and “Developmental” purposes. The purchase of the SRG Rat conveys to the buyer a limited, non-exclusive, non-transferable right under Hera Intellectual Property to use the SRG Rat and components of the SRG Rat only to perform internal Research for the sole benefit of the buyer. Buyer may not further genetically modify the Material by any means without written consent from Hera. Hera shall also retain all right, title and interest in its patents and patent applications and other intellectual property rights relating to the Material.
The buyer cannot sell, distribute or otherwise transfer (a) the SRG Rat, (b) its components, or (c) materials, cells, or organisms made using the SRG Rag to a third party, or otherwise use the SRG Rat, its components, or materials, cells, or organisms made using the SRG Rat or its components for any Commercial Purpose or Development Purpose; with the sole exception that buyer may transfer the SRG Rat, its components, and/or materials, cells, or organisms made using the SRG Rat or its components to (i) the buyer’s legal affiliates and/or (ii) scientific collaborators and non-profit organizations for internal research for the sole benefit of the buyer and not for Commercial Purpose or Development Purpose, provided that the buyer will include these Conditions of Use to any such scientific collaborators and non-profit organizations prior to any such transfer. The failure of any affiliate or scientific collaborators and non-profit organization to comply with these Conditions of Use shall be considered a breach of these Conditions of Use by the buyer. Buyer may not breed the SRG rats. If buyer would like to use the Materials for Commercial Purpose or Development Purpose or breed the SRG rats, please contact Hera ([email protected]) for further information.
Buyer may publish or otherwise disclose data or results obtained using the Material. In any and all publications reporting the results and data deriving from the use of Material, Buyer shall refer to the Rag2-Il2rg KO Rats first as SD-Rag2-Il2rg (SRG) knockout rats and thereafter as the SRG Rat or OncoRat, if used for oncology testing. Buyer shall specifically reference Hera as the source of the SRG Rat or OncoRat, as applicable, in the text of any publication (including, but not limited to manuscripts, posters, oral presentations, websites, and any other material distributed or made available to a third party). Use of the term “SRG Rat” or “OncoRat” shall only be used for the purpose of scientific presentations or publications of results derived from the use of Materials. The buyer shall not make any use of the trademarks or house marks of Hera without Hera’s prior written consent.
“Commercial Purpose” means any activity for the sale, offer for sale, or otherwise commercialize the Material, including but not limited to: (a) any use, directly or indirectly, in manufacturing, production, production of biomolecules or quality control; (b) any use to provide a service, information, or data for consideration; (c) any use for therapeutic, diagnostic or prophylactic purposes; where the product or biologic material engineered with the Material is itself or produces the therapeutic, diagnostic or prophylactic product or (d) any sale, resale, leasing, or licensing, whether or not for research purposes.
“Development Purpose” means any: (a) clinical activity following IND-enabling preclinical toxicological studies or equivalents thereof; (b) activity in any plant, plant cell line or tissue gene editing, agricultural field trial, including any such field trial that would be subject to regulation by the United States Department of Agriculture if the plants were to constitute genetically engineered organisms under 7 C.F.R. § 340 (or any successor regulation); (c) activity directed towards the submission of data to the United States Department of Agriculture, or any equivalent regulatory agency outside of the United States, in support of an application for clearance, approval or deregulation by such agency; (d) scale-up activities, the primary focus of which is to increase from small-scale to production-scale.
“Hera Intellectual Property” means: (a) certain patents and/or patents pending and (b) technical information, trade secrets, protocols, practices, methods, DNA sequences and other knowledge, information and skills controlled by Hera (“Hera Know-How”), that are necessary and/or useful in buyer’s use of the SRG Rat.
