Provision Language
Definitions
2. GRANT OF LICENCE
2.1 Subject to the terms and conditions of this Agreement, ViiV hereby grants to the MPPF a nonexclusive, non-transferable licence under the Patents to enter into Sublicences with Sublicensees. No rights are hereby granted for any other purpose and the MPPF agrees that it will not use the Patents itself or grant sublicences: (i) to entities other than Sublicensees; and/or (ii) other than in the form of the Sublicence.
2.2 The MPPF shall procure that at the same time as any Sublicence is entered into the relevant Sublicensee enters into a Letter of Indemnity and that within 30 days of the execution of such Sublicence:
(a) a fully executed copy of the relevant Sublicence; and
(b) two originals of the relevant Letter of Indemnity,
are provided to ViiV.
2.3 ViiV hereby covenants with the MPPF that it shall not bring legal action against a Sublicensee for infringement of any Non-Territory Patents where such Sublicensee is carrying on activities outside of the Territory solely for purposes which are expressly permitted by the relevant Sublicence.
2.3A For the avoidance of doubt, nothing in Clause 2.3 shall be construed as a waiver of, or prevent ViiV from exercising, any rights it may have in connection with any application by a Sublicensee to the FDA for a New Drug Application or Abbreviated New Drug Application that does not comply with Clause 4A of the relevant Sublicence (and ViiV expressly reserves all rights not granted under Clause 4A of each relevant Sublicence).
2.4 For avoidance of doubt, it shall not be a breach of the Sublicence for Sublicensees to manufacture, use, sell or supply Products or Raw Materials outside the Territory where such activities would not infringe Non-Territory Patents, including, without limitation, where a country outside the Territory has issued a compulsory licence on Non-Territory Patent(s) provided that Sublicensee is authorised to supply such country under the compulsory licence and such use is within the scope of the compulsory licence.
2.5 Notwithstanding anything contained in the Sublicence, no term of the Sublicence shall be construed to:
(a) prevent Sublicensees from engaging in any activities within any country of the Territory that would not infringe a Patent granted and in force in such country of the Territory, or
(b) impose on Sub-Licensees a positive obligation to (i) restrict the sales of Product to the Public Market only, (ii) pay any royalties pursuant to Clause 3 of the Sublicence, (iii) obtain approval for an Approved Public Market Approval pursuant to Clause 2.4 of the Sublicence, (iv) have packaging that specifies that products are not authorised for supply to the Private Market pursuant to Clause 8.2 of the Sublicence or (v) provide the statements contemplated by Clause 11.2 of the Sublicence, in each case in relation to the supply of Product into a country of the Territory where such supply would not infringe a Patent granted and in force in such country of the Territory.
2.6 In the event that the MPPF can demonstrate that within twelve months of the first Approval Date relevant to a particular Royalty Country, demand for Product in such Royalty Country in the Private Market is not met by supply (other than due to temporary supply interruptions), then the Parties shall enter into good faith discussions with the intention of amending one or more Sub-Licences as they apply to that jurisdiction to include such Private Market within the scope of its licence to address such a shortfall.