University of Liverpool – MPP, HIV Therapeutic Collaboration Agreement and Patent & Know-How License

Liability | Insurance

Summary of Approaches

Will the parties be required to obtain insurance to protect against certain liabilities in relation to the project?
- Within 30 days prior to the first commercial launch of a Licensed Product, and each year thereafter, the Commercialisation Partner must provide certificates of insurance with comprehensive general liability coverage. This includes product liability, with a combined limit of no less than $10,000,000 for bodily injury and property damage.
- The insurers must be acceptable to MPP.

Annotations

This Collaboration Agreement and Patent and Know-How License (“Agreement“), dated November 24, 2015, is between the University of Liverpool (the “University”) and the Medicines Patent Pool Foundation (“MPP”). The Agreement governs certain collaborative activities between the parties to identify and engage with third parties including funders, PDPs, and manufacturers and distributors, to create solid drug nanoparticles of antiretroviral drugs (“ARV-SDN“) and develop them into pharmaceutical product formulations at commercial scale.

MPP obtains non-exclusive licenses to grant sublicenses under the University’s patents and know-how related to ARV-SDNs (“Licensed Technology“). MPP may grant sublicenses to Development Partners to develop products incorporating the Licensed Technology (“Licensed Products“), and to Commercialisation Partners to make and sell Licensed Products for the prevention and treatment of HIV (“Field“).

The Territory for the sublicense grants is a list of 137 low- and middle- income countries, divided into three groups by income level. Different royalty rates apply to each country group, with Group 1 (Low-income countries, Least Developed Countries, and all countries in sub-Saharan Africa) being royalty-free. Sales to public sector entities in the lower-middle income group, and all pediatric HIV formulations are also royalty free.

MPP must ensure that the terms of any sublicense agreements are in accordance with the terms set out in Schedules 4 & 5 to the Agreement which include grant-back rights for improvements, regulatory and quality requirements, and reporting obligations.

Provision Language

Schedule 5 – Commercialization Agreement Term Sheet

[…]

17. Insurance: Within 30 days prior to the first commercial launch by Commercialization Partner of a Licensed Product, and each year thereafter for so long as the Commercialisation Agreement is in effect, Commercialisation Partner shall provide to MPP certificates of insurance by insurers acceptable to MPP evidencing comprehensive general liability coverage, including products liability, with a combined limit of no less than 10 million dollars ($10,000,000.00) for bodily injury, including personal injury, and property damage.

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