Section 11 Intellectual Property
11.1 Ownership. The Commission acknowledges that AstraZeneca has pre-existing obligations to its upstream licensor and throughout the term of this Agreement, may incur obligations to its CMOs and other contractors in respect of patents, know-how and other intellectual property rights relating to the Vaccine. The Commission acknowledges and agrees that as between the Parties, (i) AstraZeneca shall be the sole owner of all intellectual property rights generated during the development, manufacture, and supply of the Vaccine, including all Know-How (collectively, the “Vaccine IP Rights”), and (ii) AstraZeneca shall be entitled to exclusively exploit any such Vaccine IP Rights Except as expressly set forth in this Agreement, AstraZeneca does not grant to the Commission by implication, estoppel or otherwise, any right, title, license or interest in the Vaccine IP Rights. All rights not expressly granted by AstraZeneca hereunder are reserved by AstraZeneca.
11.2 IP Rights Following Abandonment. The Commission, or any third party designated by the Commission shall have the right to obtain a license or sublicense from AstraZeneca for the Vaccine IP Rights to the extent reasonably necessary to enable the Commission to continue the development efforts for the Vaccine for the EU market in the event that AstraZeneca determines to abandon the development efforts hereunder subject to the upstream license. To the extent the Commission, or any third party designated by the Commission, obtains any such license or sublicense from AstraZeneca, the Commission, or any such designated third party, shall be solely liable for all royalties, costs and other expenses incurred by AstraZeneca and payable to a third party in consideration for such license or sublicense (including, but not limited to, payment obligations AstraZeneca has to its upstream licensor for the Vaccine). For the avoidance of doubt, the Commission shall not pay any license fees or royalties that AstraZeneca would not have paid had it proceeded with the Vaccine development efforts.