Provision Language
Definitions
“Licensed Know–how” means all proprietary know–how and other technical knowledge relating to the Patent Rights and which may be necessary for Sublicensees to exploit the Patent Rights and Material.
“Licensed Technology” means the Patent Rights, Material, and Licensed Know-How.
“Material” means: Expression vectors for mammalian cells that contain recombinant DNAs that encode proteins derived from the protein S (“spike” of SARS–CoV–2, mainly: complete protein S, region S1 and a domain (“receptor binding domain“, RBD) involved in binding to the viral receptor ACE2. Likewise, variants of protein S produced in CNB–CSIC. Expression vectors for E. Coli cells containing recombinant DNAs encoding proteins derived from the nucleocapsid protein (protein N) of SARS–CoV–2. Likewise, variants of the nucleocapsid protein (protein N) produced in the CNB–CSIC. Expression vectors for E. Coli cells containing recombinant DNAs encoding proteins derived from the SARS–CoV–2 “cysteine–like” protease (MPro) protein. Likewise, variants of the protease protein (MPro) produced in the CNB–CSIC.
“Patent application” means the European patent application EP20382495.8, with title “Assay for the detection of the Cys–like protease (Mpro) os SARSCoV–2”, filed on the 8th of June, 2020 at the Spanish Patent and Trade Mark Office.
2. Scope of the Grant
Subject to the terms and conditions of this Agreement, CSIC hereby grants a worldwide, non–exclusive, non–transferable, licence to MPP, under the Licensed Technology, to grant sublicences to sublicensees selected by MPP to:
a) Develop, or have developed, the Licensed Technology into Products in the Field, and
b) Make, have made, use, Commercialize, export or import the Products exclusively for ultimate use in the Field.
4. Territorial Scope
The license under this Agreement is granted worldwide.
8. Assignment and Sublicenses
[…]
8.2. Licenses and sublicenses. MPP and CSIC will discuss and agree upon the identities of interested and suitable Third Parties to whom MPP shall grant sublicences for the purposes of fabricating and/or commercialising the Product. MPP will require in the sublicences that sublicensee(s) use commercially reasonable efforts to ensure that the Product(s) be made available in LMICs at affordable pricing.
Other conditions for these sublicences will be previously agreed between CSIC and MPP.
11. Considerations and Follow–up Reports
As consideration for the rights conveyed by CSIC under this Agreement, MPP shall use reasonable efforts to sublicense the rights to develop, use and Commercialize the Patent Rights and Material to companies interested to manufacture and/or Commercialise the Product. MPP will keep CSIC regularly informed of the progress in the search for sublicensees.