Provision Language
“Atreca Antibodies” means (a) Atreca’s monoclonal antibodies [***], (b) the [***] set forth on Schedule 3 and (c) the amino acid sequences of those antibodies described in the foregoing subclauses ((a) and (b)).
“Atreca Biological Materials” means any and all biological materials embodying or derived from the Atreca Antibodies [***].
“Licensed Patents” means all Patents that are Controlled by Atreca or its Affiliates as of the Effective Date or during the term of this Agreement that are reasonably necessary or useful for (including any Patents that would be infringed, absent a license, by) the Development, Manufacture, or Commercialization of Licensed Products in the Licensed Field, including the Patents listed on Schedule 1 attached hereto.
“Licensed Product” means any preparation, substance, or formulation containing any Atreca Antibody (but excluding any improvements, modifications, or derivatives directly to the Atreca Antibodies), in any and all dosage forms and modes of administration, alone or in combination with other compounds or drug delivery technology or ingredients.
“Licensed Know-How” means all Information and all Intellectual Property Rights (other than Patents) that are Controlled by Atreca or its Affiliates as of the Effective Date or during the term of this Agreement that are reasonably necessary or useful for the Development, Manufacture, or Commercialization of Licensed Products in the Licensed Field, and Atreca Biological Materials provided to Gates MRI under Section 4.1(b).
“Territory” means the countries set forth on Schedule 2. The Parties may amend the Territory to include other countries that, as of the date on which the Licensed Product obtains WHO prequalification, are eligible for support by Gavi, the Vaccine Alliance (formerly known as Global Alliance for Vaccines and Immunizations), or are identified by the Malaria Vaccine Advisory Committee (MALVAC) of the WHO as Malaria-endemic countries. Any such amendment will be subject to the Parties’ mutual written agreement.
2. License
2.1 License Grant. Atreca hereby grants, on its own behalf and on behalf of its Affiliates, to the Gates MRI a limited, non-exclusive, perpetual and irrevocable (except as set forth in Section 10), sublicensable (solely in accordance with Section 2.2), royalty-free, fully paid-up license under and with respect to the Licensed Patents and the Licensed Know-How to (a) Develop, anywhere in the world, Licensed Products for use in the Licensed Field, (b) Manufacture and have Manufactured Licensed Products (and any ingredients thereof, including the Atreca Antibodies) anywhere in the world for use in the Licensed Field, and (c) Commercialize Licensed Products in the Licensed Field in the Territory. For clarity, the license granted by Atreca to the Gates MRI under the Licensed Patents or Licensed Know- How in this Section 2.1 [***].
2.2 Sublicense. Subject to the terms and conditions of this Agreement, the Gates MRI has the right to grant sublicenses of any or all of the rights granted to it under Section 2.1 to (a) its Affiliates, and (b) partners and contractors to conduct activities in furtherance of the Development, Manufacture, and Commercialization of the Licensed Products in the Licensed Field, and with respect to Commercialization, in the Territory. Each sublicense shall be subject to a written agreement that is consistent with the terms and conditions of this Agreement, and shall not impose any obligation or liability on Atreca. As between the Parties, the Gates MRI remains responsible for compliance with its obligations under this Agreement, including for acts or omissions of its sublicensees that result in a failure to comply with such obligations.
2.3 No Implied License. Except as expressly set forth herein, neither Party shall acquire any license, right or other interest pursuant to this Agreement, whether by implication or otherwise, under any Intellectual Property Rights of the other Party.
2.4 Negative Covenant. The Gates MRI agrees that it will not, and will not authorize any of its Affiliates and sublicensees to, [***]. For clarity, the foregoing does not restrict the Gates MRI (or its Affiliates or sublicensees) from using or practicing any Information or biological materials that are not Confidential Information of Atreca (subject to Section 6.3) or otherwise not proprietary to Atreca (for clarity, any Licensed Patents will be considered proprietary to Atreca).