Provision Language
Definitions
“Access Objective” means the objective required by Unitaid under the Unitaid Agreement to ensure that the Final Product is made widely available, as quickly as possible, and on a continuing basis, at an Affordable Price, to the Public Sector in the Territory and in sufficient quantities to meet the needs of those countries. In the event that the Final Product is made available in the Private Sector in the Territory, it shall be at affordable pricing (which, in the private sector, shall be considered to be no more than reasonable pricing, in line with industry standards). MPP shall ensure that each Development Partner and/or each Commercialisation Partner agrees in the Development Agreement or Commercialisation Agreement to comply with the Access Objective.
“Affordable Price” means the maximum price at which a Final Product may be offered for sale to the Public Sector in the Territory reflective of the lowest, sustainable, competitive price level for the Final Product, and includes a reasonable margin to help ensure the economic sustainability of the product and distribution of the Final Product, such price is to be agreed upon between Unitaid and MedinCell in accordance with the terms of the Unitaid Agreement and notified by MedinCell to MPP as soon as reasonably possible.
3. RIGHT TO SUB-LICENSE TO MPP LICENSEES
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3.4. MPP may grant sub-licences and may disclose to MPP Licensees only such of the Confidential Information as is necessary for the exercise of the rights sub-licensed, subject in each case to the following conditions:
3.4.1. MPP shall procure that any and all Development and/or Commercialisation Partner commits to achieve the Access Objective including the following specific commitments (the “MPP Licensee Commitments”):
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iii. undertake commercially reasonable efforts to Manufacture the Final Product at the lowest possible cost and pass on any significant reduction in the production and distribution costs of the Final Product to the benefit of the sale price offered to the Public Sector in the Territory;
iv. agree that compliance with the Price Commitment will be subject to audit by an independent firm of accountants at any time. The result of the audit will be binding, and such Commercialisation Partner should agree to implement any adjustment to the Affordable Price which is deemed required as a result of the audit;
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3.4.2. For the purposes of this Agreement and any Development and Commercialisation Agreement, the “Specific Access Commitments” are:
a. “Price Commitment” – the Final Product will be made available to the Public Sector in the Territory at a price which is no more than the Affordable Price;
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Schedule 4 Commercialisation Agreement Term Sheet
2. Access Commitments: Commercialisation Partner will ensure that Final Products are made available in accordance with the following specific commitments (the “MPP Licensee Commitments“) and therefore shall:
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iii. undertake commercially reasonable efforts to Manufacture the Final Product at the lowest possible cost and pass on any significant reduction in the production and distribution costs of the Final Product to the benefit of the sale price offered to the Public Sector in the Territory;
iv. agree that compliance with the Price Commitment will be subject to audit by an independent firm of accountants at any time. The result of the audit will be binding, and the Commercialisation Partner should agree to implement any adjustment to the Affordable Price which is deemed required as a result of the audit;
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For the purposes of the Commercialisation Agreement, the “Specific Access Commitments” are:
a. “Price Commitment” – the Final Product will be made available to the Public Sector in the Territory at a price which is no more than the Affordable Price;
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