DNDi Template Research Collaboration and License Agreement

Liability | Indemnification & liability

Annotations

This template Research Collaboration and License Agreement (“RCLA”) was published by DNDi alongside a paper in the Journal of Intellectual Property Law and Practice which explains the rationale for some key provisions. The paper also includes examples of DNDi’s approaches to negotiating the template language, recognizing the importance of adapting provisions for different contexts.

The RCLA is intended for collaboration on activities from early stage discovery through to pre-clinical studies. The parties aim to identify Clinical Candidate which has completed the relevant enabling studies, meets a target candidate profile published by DNDi, has the potential to become a product for a specified target disease (“Field”) and is a suitable candidate for a Development Program.

The RCLA includes mutual license grants between the parties under background and foreground intellectual property. The licenses are non‐exclusive, worldwide, perpetual, irrevocable, fully paid, royalty‐free and sublicensable. The licenses may be used for the performance of the research or development plan as well as for other non-commercial research purposes.

If the parties identify a Clinical Candidate, the research partner will have the first option to collaborate with DNDi on development of the candidate through a separate Development Agreement. The Development Program will include activities to prioritize distribution of the product on an Affordable Basis in all countries in which one or more of the diseases of the Field is endemic (“Territory”).

Provision Language

19. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE OR OBLIGATED TO THE OTHER PARTY IN ANY MANNER FOR ANY LOSS OF PROFITS AND LOST REVENUE, OR ANY OTHER DAMAGES OF SPECIAL, NON–COMPENSATORY, CONSEQUENTIAL, INDIRECT, INCIDENTAL, STATUTORY OR PUNITIVE NATURE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, EVEN IF INFORMED OF OR AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.

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DNDi Template Research Collaboration and License Agreement

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Master Alliance Provisions Guide (MAPGuide)

DNDi Template Research Collaboration and License Agreement

Provision Language

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Get In Touch

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Contact Us

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