Provision Language
4. Intellectual Property
The Recipient represents, warrants and undertakes (as appropriate) to Unitaid the following as of the Effective Date: (i) the Recipient holds all Intellectual Property Rights existing at the Effective Date which are necessary in order to develop, manufacture, seek regulatory approval, commercialise and sell the Health Products in accordance with the terms of this Agreement; (ii) to the best of the Recipient’s knowledge, the development and commercialisation of the Health Products in accordance with the terms of this Agreement will not infringe any third party Intellectual Property Rights; (iii) the Recipient has the full right, power and authority to authorize or license the use of the Recipient Foreground IP in the manner set out in this Agreement; (iv) the Recipient has not granted and will not grant, during the period from the Effective Date to the end of the Access Enforceability Period, to any third party any right, license or interest in, to or under the Recipient Background IP or Recipient Foreground IP that would conflict with, limit or adversely affect the Recipient’s ability to comply with the terms of this Agreement including, without limitation, the commitments set out Section 3 (Access to Health Products); and (v) the Recipient will manage the Recipient Background IP and Recipient Foreground IP in a manner which furthers and is consistent with the Access Objective, including in accordance with the Commercialisation Plan.
The Recipient will make best efforts to ensure that the development and commercialisation of the Health Products will not infringe any third party Intellectual Property Rights in any jurisdiction worldwide. Without prejudice to the generality of this obligation, the Recipient will commission a formal freedom to operate search in order to determine whether there are any potentially blocking Intellectual Property Rights in relevant jurisdictions by the date set out in the Milestone Schedule. The Recipient will provide Unitaid with the results of the freedom to operate search on request.
