Master Alliance Provisions Guide (MAPGuide)

DNDi Template Development Collaboration and License Agreement

  • Intellectual Property | Ownership of IP
  • Intellectual Property | Protection of IP

Definitions

Collaboration Technology” shall mean any Technology that is made, developed, conceived and reduced to practice by either Party (or on its behalf) during the performance of the Development and Distribution Program. Collaboration Technology includes Partner Collaboration Technology and DNDi Collaboration Technology.

DNDi Background Technology” shall mean any Technology that: a) is owned by or licensed to DNDi or its Affiliates by any Third Party with a right to sublicense; b) exists as of the Effective Date or is made, developed or conceived and reduced to practice thereafter by DNDi (or on its behalf) or its licensor outside the scope of this Agreement; and c) is necessary or useful for the Partner to perform the activities under the Development and Distribution Program and to exercise the licenses granted hereunder.

DNDi Collaboration Technology” shall mean any Technology that is made, developed, conceived and reduced to practice by DNDi (or on its behalf) during the performance of the Development and Distribution Program.

Partner Background Technology” shall mean any Technology that: a) is owned by or licensed to Partner or its Affiliates by any Third Party with a right to sublicense; b) exists as of the Effective Date or is made, developed, conceived and reduced to practice thereafter by Partner (or on its behalf) or its licensor outside the scope of this Agreement; and c) is necessary or useful for DNDi to perform the activities under the Development and Distribution Program and to exercise the licenses granted hereunder.

Partner Collaboration Technology” shall mean any Technology that is made, developed, conceived and reduced to practice by Partner (or on its behalf) during the performance of the Development and Distribution Program.

16. OWNERSHIP OF TECHNOLOGY

16.1 All rights in, title to and interest in the DNDi Background Technology and DNDi Collaboration Technology shall be owned by DNDi.

16.2 All rights in, title to and interest in the Partner Background Technology and Partner Collaboration Technology shall be owned by Partner.

16.3 For the avoidance of doubt, any Regulatory Dossier developed by Partner for Regulatory Approval shall be the property of Partner, subject to the rights of DNDi to the Technology contained in such dossier, as described in this Agreement.

16.4 Both Parties agree, where applicable and to the extent that they are able, (a) to not seek or (b) to waive, regulatory exclusivity in relation to any data relating to the Product and arising directly or indirectly from the Marketing Authorization of the Product.

16.5 Each Party shall take all necessary and proper acts to effectuate the ownership provisions provided in this Article 16.

16.6 It is understood that, as of the Effective Date, DNDi’s policy with regard to Technology is that it should be accessible to all interested persons to foster DNDi’s Mission.