Provision Language
Definitions
“Commercial Benefits” means any economically quantifiable benefits that arise from: (i) the exploitation of the Project Vaccine, or (ii) the exploitation of the Project Intellectual Property or Project Results.
“PRV Proceeds” means amounts received by Barinthus Bio or any of its Affiliates from the sale of any priority review voucher relating to the Project Vaccine.
“Royalty Term” means, on a Project Vaccine-by-Project Vaccine and country-by- country basis, the period starting on the Effective Date and ending on the later of: (i) the expiration of the last Valid Claim of a patent included in the Project Intellectual Property which Covers such Project Vaccine in such country of sale; (ii) expiry of Regulatory Exclusivity for such Project Vaccine in such country of sale; and (iii) the tenth (10th) anniversary of the First Commercial Sale.
15. COMMERCIAL BENEFITS
15.1 Barinthus Bio
15.1.1 Barinthus Bio shall pay to CEPI the following percentage of each of Net Sales and Net Income received during the Royalty Term: [***]
15.1.2 Barinthus Bio shall pay CEPI the following percentages of Net Revenue: [***].
15.1.3 Barinthus Bio shall pay to CEPI [***] of any PRV Proceeds received during the Royalty Term.
[…]
15.1.6 If any Net Income or Net Revenue is received as non-cash consideration, Barinthus Bio shall, at Barinthus Bio’s discretion, either: (i) transfer a percentage of such non cash consideration into the name of CEPI to satisfy Barinthus Bio’s obligation under Clause 15.1.1; or (ii) transfer cash to CEPI calculated based on applying the applicable percentage set out in Clause 15.1 to the cash value of such Net Income or Net Revenue at the time such non-cash consideration was received by Barinthus Bio, with either Party having the right to refer the determination of the cash value of such non-cash consideration to a mutually agreed independent expert for determination if the Parties do not agree on such cash value.
15.2 Oxford
15.2.1 Oxford will promptly notify CEPI of any Commercial Benefits it receives. Promptly after receipt of such notification, Oxford and CEPI shall enter into a revenue share agreement detailing the share of Commercial Benefits that will be allocated to CEPI.
15.2.2 The share of Commercial Benefits received by CEPI shall be proportionate to the added value of CEPI’s funding under this Agreement, taking into account all relevant factors, including the amount of funding by CEPI and the results of such funding. Without prejudice to the foregoing, CEPI does not require a share of Commercial Benefits received from the exploitation of the Project Results for the benefit of LMICs, including technology transfer to manufacturers or service providers who are engaged specifically to assist in making vaccines available to LMICs.