Master Alliance Provisions Guide (MAPGuide)

CEPI – CureVac, Framework Partnering Agreement

  • Intellectual Property | Ownership of IP

14. Background Technology And Project Technology


14.2  Ownership of Project Technology. Except as expressly provided below and to the extent feasible and legally possible, all Project Technology shall be either the property of the Partner or be licensed from Third Parties, and any patents in respect of Project Technology shall be applied for in the name of the Partner. The Partner shall procure that:

14.2.1. any Affiliate, Third Party collaborator, Third Party funder, co–owner or Sub–Contractor of the Partner shall assign all its right, title and interest in Project Technology promptly to the Partner to the extent Controlled and shall retain rights in the same to the extent stipulated under the agreement between Partner and Sub–Contractor

14.2.2. it shall have in place contracts with those working on or funding all Work Packages of the Project to ensure that the Project Technology shall vest in the Partner and not with any members of staff individually. Where by local applicable law such rights do vest in individual members of staff, the Partner shall ensure that it has all rights to take assignment of all right title and interest in the same and the Partner shall bear the costs of any necessary contribution to such individual or other costs of assignment; and

14.2.3. where a Partner has appointed NIH or another government entity or university as a Third Party Sub–Contractor and such government entity is required by law or otherwise to retain ownership of Contractor Results they have generated in the conduct of activities described in a Work Package Statement (“Government Results”), the Partner shall ensure that the government entity provides Partner with sufficient rights and license (including via option to license where the government entity is unable to provide licenses in advance of generation) to any such Government Results in order to enable the Partner or CEPI to further Develop the Platform and Develop and Manufacture Project Vaccines and Manufacture Products in accordance with the terms and conditions of this Agreement.

15. Project Technology – Exploitation

15.1 Partner’s Undertakings. To the extent it is contractually able to do so, Partner shall obtain CEPI’s prior written consent before exploiting, or allowing a Third Party to exploit any of the Project Technology within the Field, provided the exploitation is in conflict with or goes against CEPI’s mission, the CEPI Policies or the provisions of this Clause.