“Licensed Know-how” means all know-how, information, data, including without limitation clinical data, and other technical knowledge owned and/or controlled by CSIC now or in the future, that are useful or otherwise relevant for the development and/or manufacturing of the COVID 19 vaccine, which is set out in Schedule 3 hereto as available on the Effective Date, which shall be updated and complemented from time to time by CSIC.
“Material” means any materials useful for the development and/or manufacturing of COVID 19 Vaccine as defined above owned and/or controlled by CSIC, including the premaster virus seed for MVA-CoV2-S(3P) and unmodified derivatives.
5. KNOWLEDGE TRANSFER
5.1 CSIC shall use reasonable efforts to provide and/or to procure provision to the Sublicensees, upon the Sublicensee’s request, with the Material and Licensed Know-how in accordance with the details set out in Schedule 2 hereto. The Material will be provided at the manufacturing costs, which will be disclosed to MPP and the relevant Sublicensee upon request in advance.
5.2 CSIC shall use reasonable efforts to facilitate the transfer of Biofabri Material and Know-how, as CSIC’s manufacturing partner, upon the Sublicensee’s request.
5.3 MPP shall agree with the Sublicensees that they will cover any travel and out-of-pocket costs of CSIC staff required for the transfer of Licensed Technology. The effect on usual business activities of these entities produced by any request under this provision shall be minimized by the Sublicensee by:
a) accepting remote (telephone, e-mail, on-line, etc) assistance where applicable; and
b) allocating a sufficient and technically capable workload to knowledge transfer activities and ensuring that its contract manufacturer does the same.
Schedule 3: Licensed Know-how and Materials
a) Materials: Premaster virus seed for MVA-CoV2-S(3P) and derived materials, and any other Materials useful for the manufacturing and/or development of the Product owned and/or controlled by CSIC.
b) Licensed Know-how: as of the Effective Date is mostly related to scientific background and preclinical development of MVA-based COVID-19 vaccine candidate, MVA-CoV2-S(3P). Transfer of the Licensed Know-how will consist of the following items:
- Technical support:
- Plant visits and training: training of Sublicensee technical engineers, at, as the case may be, the Sublicensee’s facilities or CSIC facilities that are developing or using the licensed process and/or making and selling the Product.
- Direct assistance: qualified and experienced professional from or on behalf of CSIC to advise the Sublicensee on the use of Licensed Know-how for manufacture of the Products.
- Consultation: Sublicensee shall have the right to contact CSIC by mail or telephone through representatives appointed by each party in relation to the use of Licensed Know-how, including without limitation for any quality and regulatory questions.
- Timeline: each transfer shall be performed directly to the Sublicensee in the shortest time possible and in any case within 60 days from MPP’s request.