Master Alliance Provisions Guide (MAPGuide)

CSIC-MPP, COVID-19 Antibody Diagnostic, Patent & Material License Agreement

  • Business model | Payment Structures

<p><span style=”fontweight: 400;”>“<strong>Net Salesstrong>” span><span style=”fontweight: 400;”>means, with respect to the Product, the gross amount invoiced on sales by Sublicensees to Customers in any country of the World less the following deductions, to the extent included in the sales invoice with respect to such Product:span>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>a) normal and customary trade and quantity discounts actually given (discounts which all span><span style=”fontweight: 400;”>together cannot exceed 20% of the sales price); and, in case of returns or rejections of span><span style=”fontweight: 400;”>Products, the associated credits and price adjustments; andspan>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>b) sales, valueadded, and excise taxes, tariffs, and other taxes and government charges directly related to the sale of the Product and actually borne by Sublicensees without reimbursement from any Third Party, excluding any taxes assessed against the income derived from such sale.span>p>
<p><span style=”fontweight: 400;”>When the Product is included as part of any program based on multiple product offers, the span><span style=”fontweight: 400;”>discounts referred to in point a) of this Clause shall be coherent with the discounts applied by span><span style=”fontweight: 400;”>Sublicensees to the same Customer when the Product is not combined with any other products or services. Use of the Product in field tests, marketing, or other similar programs or studies where Product is supplied without charge, shall not result in any Net Sales, however if Sublicensees charges for such Product, the amount billed will be included in the calculation of Net Sales.span>p>
<p><span style=”textdecoration: underline;”><b>3. Royaltiesb>span>p>
<p><span style=”fontweight: 400;”>MPP will require Sublicensees to pay royalties on Net Sales of Licensed Products directly to CSIC on a countrybycountry basis starting from the date of the first commercial sale of Licensed Products.span>p>
<p><span style=”fontweight: 400;”>Royalties will be paid as described below:span>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>A. Royaltyfree for sales to any <a href=”#kt“>LMICsa> for use in any LMIC;span>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>B. In HICs where there is a <a href=”#kt“>Patent Righta> granted and in force in the country of manufacture or span><span style=”fontweight: 400;”>sale, a noncreditable, nonrefundable royalty of fifteen percent (15 %) payable on Net Sales in the previous calendar year and on a country by country basis and commencing on the date of the first sale of Product and continuing until the expiry of the lasttoexpire Patent Right in span><span style=”fontweight: 400;”>such country.span>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>C. span><span style=”fontweight: 400;”>In HICs where there is no Patent Right granted and in force in the country of manufacture or sale but where Licensee has used the Material for the manufacture of the Licensed Products, the royalty as described in 3(B) will be payable for a period of ten (10) years from the Effective Date.span>p>