Provision Language
INTRODUCTION
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G. WHEREAS the salient elements of this License Agreement are:
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iv) The Company grants to Canada a non-exclusive and royalty-free license to make, use, manufacture and sell in the Field of Use the VHF vaccine products Developed by the Company in the exercise of the Licensed Rights, in the event of a public health emergency; […]
2.0 GRANT & RESERVATIONS
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2.2 Carve Out
Notwithstanding anything to the contrary in the License Agreement, Canada retains from the License Agreement, any and all absolute and unfettered rights necessary to do the following:
2.2.4 to make, have made, manufacture, use, license sell and distribute and to administer (directly or through health care providers) to Canadians products resulting from the exercise of the Licensed Rights, the Patents and the Improvements in the event of a public health emergency pertaining or related to VHF in Canada, for the purpose of prevention or treatment of VHF, where:
2.2.4.1 neither the Company nor any of its Affiliates or sub-licensees has obtained regulatory approval of its product(s) under the Food and Drugs Act of Canada at the time the emergency is identified by Canada; or
2.2.4.2 neither the Company nor any of its Affiliates or sub-licensees is able to satisfy the demand for its approved product(s) in Canada at the time the emergency is identified by Canada;
2.2.5 to make, have made, manufacture, use and distribute and to administer to Canada’s staff products resulting from the exercise of the Licensed Rights, the Patents and the Improvements, for the purpose of prevention and treatment of VHF, whether in or outside a public health emergency in Canada or abroad;
2.2.6 to make, have made, manufacture, use, license, sell and distribute and to administer (directly or through health care providers) products resulting from the exercise of the Licensed Rights, the Patents and the Improvements, outside of Canada, for compassionate care purposes for the prevention or treatment of VHF, where:
2.2.6.1 neither the Company nor any of its Affiliates or sub-licensees has obtained regulatory approval of its product(s) under the laws of the foreign country in question at the time the compassion care is identified by Canada; or
2.2.6.2 neither the Company nor any of its Affiliates or sub-licensees is able to satisfy the demand for its approved product(s) in the foreign country in question at the time the compassionate care is identified by Canada
8.0 OWNERSHIP OF TECHNOLOGY / IMPROVEMENTS
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8.6 Company Improvements – License to Canada
The Company hereby grants to Canada a personal, non-transferable, non-exclusive, worldwide, perpetual, irrevocable, royalty-free and fully paid-up license for the Improvements (including data and reports related thereto), made by or on behalf of the Company under paragraph 8.4 (Improvements – Ownership) and disclosed to Canada under paragraph 8.5 (Improvements – Disclosure) for the purposes set out in paragraph 2.2 (Carve Out), save and except for the purposes set out in paragraph 2.2.7. Further, Canada may sub-license such Improvements for the purposes of carrying out the purposes set out in paragraph 2.2 (Carve Out). Termination of the License Agreement shall not terminate the foregoing license to Canada or any subsisting sub-licenses. For greater certainty, the Company shall ensure that its sub-licensee Merck (and its affiliates and sub-licensees) complies with this section.