Provision Language
<p><em><strong>Definitionsstrong>em>p>
<p>“<strong>Collaboration Technologystrong>” shall mean any <a href=”#kt“>Technologya> 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.p>
<p>“<strong>DNDi Background Technologystrong>” 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.p>
<p>“<strong>DNDi Collaboration Technologystrong>” 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.p>
<p>“<strong>Partner Background Technologystrong>” 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.p>
<p>“<strong>Partner Collaboration Technologystrong>” 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.p>
<p>“<strong>Rights of Referencestrong>” shall mean, with regard to a Party, a grant of rights (including through a Third Party) that allows the applicable <a href=”#kt“>Regulatory Authoritya> in a country to have access to relevant information (by cross‐reference, incorporation by reference or otherwise) contained in a <a href=”#kt“>Regulatory Dossiera> (and any data contained therein) filed with another Regulatory Authority by or on behalf of the other Party (its Affiliate or sublicensee).p>
<p><span style=”text–decoration: underline;”><strong>17. GRANT OF LICENSE RIGHTSstrong>span>p>
<p><em>Grants to DNDi.em>p>
<p><strong>17.1strong> Partner hereby grants to DNDi a non–exclusive, worldwide, perpetual, irrevocable, fully paid, royalty–free license, with the right to sublicense to Third Parties under Partner’s rights to and interests in Partner Background Technology and Partner Collaboration Technology:p>
<p style=”padding–left: 40px;”>a) to the extent necessary or useful to perform the Development and Distribution Program; andp>
<p style=”padding–left: 40px;”>b) for non–commercial research purposes.p>
<p><strong>17.2strong> During the Term, Partner shall promptly communicate and make available to DNDi, in a continuous manner and as it becomes available, all Partner Background Technology and Partner Collaboration Technology, and all corresponding freedom to operate searches and analyses in its possession.p>
<p><em>Grants to Partner. em>p>
<p><strong>17.3strong> DNDi hereby grants to Partner a non–exclusive, worldwide, perpetual, irrevocable, fully paid, royalty–free license under DNDi’s rights to and interests in DNDi Background Technology and DNDi Collaboration Technology:p>
<p style=”padding–left: 40px;”>a) to the extent necessary or useful to perform the Development and Distribution Program;p>
<p style=”padding–left: 40px;”>b) to commercialize the Product in the Field outside of the Territory at a price to be determined by Partner that allows a purchaser in a particular sector to buy such Product in sufficient quantities to meet its public health or individual needs. In consideration of the license grants outside the Territory, Partner shall compensate DNDi, such amount of compensation to be mutually agreed upon by the Parties based on good faith negotiations. It is DNDi’s intent to invest any such compensation in access to medicines programs; andp>
<p style=”padding–left: 40px;”>c) for non–commercial research purposes.p>
<p><strong>17.4strong> Partner may grant sublicenses to Third Parties under the licenses granted herein, subject to each such sub–licensee undertaking in writing to assume Partner’s obligation herein to commercialize the Product in the Field on an <a href=”https://ghiaa.org/provision_document/dndi–template–development–collaboration–and–license–agreement–2/” target=”_blank” rel=”noopener“>Affordable Basisa> in the Territory.p>
<p><strong>17.5strong> During the Term, DNDi shall promptly communicate and make available to Partner, in a continuous manner and as it becomes available, all DNDi Background Technology and DNDi Collaboration Technology.p>
<p><em>General terms.em>p>
<p><strong>17.6strong> The rights granted under this Article 17 and <a href=”https://ghiaa.org/provision_document/dndi–template–development–collaboration–and–license–agreement–17/” target=”_blank” rel=”noopener“>Section 24.2c)a> include Rights of Reference to the relevant part of the other Party’s Regulatory Dossier to the extent needed for the conduct of the Development and Distribution Program; or as otherwise expressly permitted or required under this Agreement to enable a Party to exercise its rights or perform its obligations hereunder. With respect to such Rights of Reference, the Party granting such rights shall reasonably assist and cooperate with the requesting Party to effect such Rights of Reference, including by making written authorizations and other filings with the applicable Regulatory Authority.p>
<p><strong>17.7strong>. Notwithstanding any other provision of this Agreement, the licenses under this Article 17 (except the licences for non.commercial research purposes) are subject to Section 17.8 and Article 24.p>
<p><strong>17.8strong> In the event that Partner Background Technology or DNDi Background Technology includes Technology in–licensed from a Third Party by Partner or DNDi, as the case may be, the Party granting a license under Sections 17.1 and 17.3 above shall include in such license the grant of a sublicense of such Third Party rights:p>
<p style=”padding–left: 40px;”>a) to the extent permitted under the agreement between such Party and such Third Party; andp>
<p style=”padding–left: 40px;”>b) on the same terms and conditions licensed to such Party by such Third Party.p>
<p>In the event that the sublicense is more limitative than the terms of licenses under Sections 17.1 and 17.3 then the Party granting a license under Sections 17.1 and 17.3 above shall use Reasonable Efforts, at the other Party’s written request, to procure that such Third Party grants to such other Party a non.exclusive license under such Third Party’s relevant Technology for the purposes described in Sections 17.1 and 17.3.p>
<p><strong>17.9strong> Except as explicitly set forth in this Agreement, neither Party shall acquire any license or other interest, by implication or otherwise, in any Technology, including the Molecule, of the other Party disclosed to it under this Agreement.p>
