Provision Language
Definitions
“Payee” means UBC.
“Payor” means Alnylam, Tekmira or Protiva.
“Target” means: (a) a polypeptide or entity comprising a combination of at least one polypeptide and other macromolecules, that is a site or potential site of therapeutic intervention by a therapeutic agent; or a nucleic acid which is required for expression of such polypeptide or other macromolecule if said macromolecule is itself a polypeptide; (b) variants of a polypeptide (including any splice variant or fusions thereof), entity or nucleic acid described in clause (a); or (c) a defined non–peptide entity, including a microorganism, virus, fungi, bacterium or single cell parasite; provided that the entire genome of a virus shall be regarded as a single Target.
13. Miscellaneous
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13.7 Additional UBC Terms and Conditions. The Parties agree that notwithstanding anything in this Agreement to the contrary, the provisions set forth in Exhibit E shall also apply to this Agreement and the Supplemental Agreement.
Exhibit E: UBC Terms and Conditions
7) Global Access: Each Payor acknowledges that it is UBC’s objective to exploit its technology for the public benefit and in a manner that furthers its Global Access Principles. Therefore:
If a Payor, or its Related Parties develop a Licensed Product for a Target that covers a disease that afflicts a significant portion of the population in the Developing World (being those countries of the world defined from time to time as low income or lower middle income by the World Bank – see: http://www.worldbank.org/data/countryclass/classgroups.htm), then such Payor and its Related Parties will use commercially reasonable efforts to commercialize such Licensed Product in a manner consistent with the UBC Global Access Principles. For the purposes of this Agreement, Global Access Principles means the provision of the UBC Controlled IP and any such Licensed Products at cost to the people in the Developing World; provided, however, that nothing contained herein shall require such Payor or its Related Parties to build infrastructure or distribution networks in the Developing World. In the event that such Payor and its Related Parties fail to distribute such Licensed Products in the Developing World (which Licensed Products are being commercialized by such Payor elsewhere in the world) after [**] days written notice from UBC, and UBC identifies a distributor willing to distribute such Licensed Products in the Developing World at cost, such Payor hereby agrees to sell such License Products (subject to other obligations as may be in effect at such time) to such distributor at a price equal to such Payor’s cost and subject to other commercially reasonable terms to be negotiated between such Payor and such distributor, including reasonable protections against Licensed Products being used outside the Developing World. Notwithstanding the foregoing, nothing contained in this Section 7 will require the sale, offering for sale or distribution of Licensed Products in any countries outside of the Developing World in any circumstances or for any purposes.