Provision Language
1. Subject to the other terms of this agreement, BMGF hereby releases CureVac of any and all Global Access Commitments (as defined in the BMGF Agreements on the Effective Date) for the following vaccines and other medicines developed or to be developed under the CLA:
a) Any vaccine based on CureVac’s mRNA technology platform for the prophylaxis or treatment of [*****] virus infections in humans (“[*****] Vaccines“), which may include, without limitation:
i) an [*****] vaccine based on CureVac’s mRNA technology platform that is expected to [*****] (“[*****] Vaccine“),
ii) an [*****] vaccine based on CureVac’s mRNA technology platform offering broad protection [*****] (“[*****]Vaccine“), and
iii) an influenza vaccine based on CureVac’s mRNA technology platform providing prophylaxis or treatment of a [*****] of [*****] virus infections in humans (“[*****] Vaccine“). (The [*****] Vaccines developed and/or commercialized under the CLA shall be referred to as the “GSK [*****] Vaccines.”)
b) Any vaccine or other medicine based on CureVac’s mRNA technology platform for the prophylaxis and/or treatment of a [*****] virus infection.
c) Any vaccine or other medicine based on CureVac’s mRNA technology platform for the prophylaxis and/or treatment of a human [*****] infection.
(the vaccines and medicines referred to in items (a) to (c) inclusive shall jointly be referred to as the “CLA Products“).
2. The release set forth in Section 1 above shall remain in effect with respect to a CLA Product for as long as a vaccine or medicine of that nature is in development or being commercialized under the CLA. For clarity, the release in Section 1 above shall terminate as to any vaccine or medicine for which GSK has terminated the development or commercialisation in accordance with the CLA.
3. Notwithstanding Section 1 above, GSK acknowledges and agrees that BMGF has certain rights under the Global Access Commitments Agreement to require CureVac to initiate and/or continue Projects (as defined in the Global Access Commitments Agreement or any other BMGF Agreements on the Effective Date), including, without limitation, for (i) a [*****] Vaccine intended to substantially meet the interventional TPP in Appendix B, (ii) Projects initially aimed at a [*****] Vaccine that substantially meet the interventional TPP in Appendix B, (iii) Projects aimed at vaccines based on the concepts described in the Grant Agreement [*****] and/or (iv) Projects aimed at a [*****] Vaccine and/or [*****] Vaccine. Without limiting the foregoing, and for further clarity BMGF retains the right to continue work on the concept of [*****] that were demonstrated to be feasible because of the lack of antigen interference shown in [*****]. Nothing in this letter agreement relieves CureVac from its obligation to (i) engage in Projects as defined above recognizing that Projects may be initiated under new agreements or (ii) publish or otherwise disseminate data and results arising from activities under the Projects. The aforementioned [*****] Vaccines and any other [*****] vaccines developed as part of one or more Projects shall be referred to as the “BMGF [*****] Vaccines“.
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6. GSK acknowledges and agrees that the development by CureVac, its Affiliates or the Sublicensees (as defined in Section 7 below) of BMGF [*****] Vaccines or any other products under Projects (current or future), and the making available and accessible by CureVac or BMGF or any of their respective Affiliates or Sublicensees of such BMGF [*****] Vaccines or any other products under Projects for the benefit of people in Access Countries (as defined in the Global Access Commitments Agreement on the Effective Date) in accordance with the BMGF Agreements or subsequent agreements for Projects (including associated manufacturing, marketing, distribution and import and export activities) will not constitute a breach by CureVac of the exclusivity granted to GSK under the CLA. On the other hand BMGF acknowledges and accepts that CureVac is bound towards GSK to not market or commercialize, solely or with any other party, the BMGF [*****] Vaccines outside of AccessCountries, nor to manufacture the BMGF [*****] Vaccines for the purpose of marketing or commercializing them outside ofAccess Countries, nor to license such activities to any other party.
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10. At the request of a party, the other parties will work in good faith to negotiate and enter into a collaboration or other arrangement by which the parties would combine development efforts for the [*****] Vaccine being developed by GSK andCureVac under the CLA with those for the[*****] Vaccine being developed or contemplated to be developed by CureVac under any BMGF agreement and/or a[*****] Vaccine that is likely to meet the TPP in Appendix B. These collaborations or other arrangements would be subject to global access obligations for Access Countries (as defined in the Global Access Commitments Agreement), including affordable pricing and volume commitments, that would be reflective of the relative financial and other contributions of the parties. No party is obligated to enter into such collaboration or other arrangement.