5. Grant of License; Field of Use
5.1 Grant of Rights to PVS. In consideration for the funding and indirect support provided by PVS to Aridis hereunder, Aridis hereby grants to PVS a non-exclusive license, with right to sublicense, at no additional fee, charge or royalty obligation, under the Aridis Project Intellectual Property and underlying Aridis Background Intellectual Property to the extent necessary for PVS, its Affiliates and sublicensees to make, use and sell the Primary Formulation and the Optional Formulation in the Field within the Territory and with the Scope as specified in [omitted table]. License rights as granted by Aridis to PVS hereunder as applied to the Field of pneumococcal disease and enteric disease shall be limited to Developing Countries; however, Aridis shall discuss with PVS in good faith possible partnering or licensing opportunities with designated PVS commercial collaborators to extend the license rights proposed by PVS to such commercial collaborator to include Developed Country rights to the extent such rights are available from Aridis at that time.
5.2 Grant of Rights to Aridis. Pursuant to Section 4.1, ownership of Project Intellectual Property shall be held by Aridis, provided however, use of the Project Intellectual Property and the underlying Background Intellectual Property by Aridis shall be in conformance with the license rights granted to PVS as set forth in Section 5.1 and as further defined by the terms of this Agreement. Should Aridis elect to make, use or sell a Rotavirus Vaccine in Developing Countries as formulated using the Enabling Technology, Aridis shall undertake the commercial terms for global access as set forth in Article 6. Table II summarized the obligations of Aridis hereunder.
|Rotavirus Vaccine||Developed Countries||Exclusive (non-exclusive with respect to PVS manufacturing rights asset forth in Section 5. I)|
|Rotavirus vaccine||Developing Countries||Non-exclusive (subject to commercial terms for global access as set forth in Article 6)|
|Pneumococcal and enteric disease vaccines||Worldwide||Non-exclusive ( exclusive as to Developed Countries rights but subject to good faith discussion obligations as set forth in Section 5.1)|
|Other diseases and other fields of use||Worldwide||Exclusive|
5.3 Sublicense under PVS-ATCC License Agreement. In order to facilitate the work to be conducted by Aridis under the Project Plan, PVS may by mutual agreement with Aridis provide certain ATCC materials to Aridis. Such ATCC materials would be provided to Aridis as a sublicensee of PVS under the PVS-ATCC License Agreement dated as of February 7, 2007 (the “ATCC License’’), and the use of such ATCC materials would be limited to those activities as set forth in the Project Plan.
5.3.1 In conformance with the terms of the ATCC License, Aridis will agree in writing prior to receipt of such ATCC materials to be bound by all applicable terms, conditions, obligations (including reporting, and inspections) and other restrictions of the rights granted by ATCC to PVS under the ATCC License that protect or benefit ATCC’s rights and interests.
5.3.2 Prior to the receipt of ATCC materials by Aridis hereunder, Aridis shall execute a material transfer agreement with ATCC, substantially in the form attached hereto as [omitted appendix], before any ATCC material is transferred to Aridis. The transfer of ATCC material from ATCC to Aridis shall be direct from ATCC’s storage facility.