Provision Language
MOU
2. Description of Proposed Collaboration
a) If and when each of the following criteria are met, the Parties agree to execute the License Agreement (attached hereto as Annexure A), to cover the Public Sector in the Target Countries:
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iii) Ferring and/or its authorized distributors receive confirmed orders of at least ten (10) million ampoules (in aggregate and less any returns) of HSC for use in prevention and treatment of PPH (“Field”) in the Public Sector of the Target Countries as calculated on a rolling twelve (12) month basis during the Term, and as evidenced in writing by order reports provided by Ferring to MPP on a quarterly basis, which details the monthly orders.
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(2) The Parties shall have quarterly business meetings to review and discuss the order reports, to evaluate then-current market conditions, Ferring’s forecasts, and assess trends or performance towards the demand threshold set forth above.
Annexure A: License Agreement
3. SUBLICENSE
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3.9. MPP and Ferring together commit to meet and review on an annual basis the operational elements of this Agreement and will work in good faith to ensure effective use of the resources of both Parties and any amendments that need to be made to this Agreement.
12. GOVERNING LAW AND JURISDICTION
12.1. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of Switzerland without regard to its conflict of laws principles.
12.2. Any dispute between the Parties relating to this Agreement will first be submitted in writing by one Party to the other Party’s senior executive who shall (unless otherwise notified in writing), promptly meet and confer in an effort to resolve such dispute. In the event the executives are unable to resolve any dispute within thirty (30) days after submission to them, then, such disputes shall be referred to mediation in accordance with the WIPO Mediation Rules. The place of mediation shall be Geneva, Switzerland. The language to be used in the mediation shall be English.
12.3. In the event that the dispute remains outstanding after sixty (60) days from the date when it was first discussed (in any manner) between the Parties, either Party may commence court proceedings.
12.4. The courts in Geneva shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement) and the Parties submit to the exclusive jurisdiction of the courts in Geneva.
12.5. Without prejudice to any of the foregoing in relation to MPP, nothing in this Section 12 shall prevent or restrict Ferring from electing to bring proceedings in relation to patent infringement or from applying for injunctive relief in any country at any time.
Annexure A, Schedule 3: Form of Sublicense
3. COMMERCIALISATION AND REGISTRATION
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3.7 Within ten (10) Business Days following the end of each Agreement Quarter, the Licensee shall provide the Licensor with a quarterly written report on the status of development of, and any planned, as well as any filed and/or obtained, regulatory filing, and/or submissions for WHO prequalification and/or WHO Expert Review Panel review regarding the Licensed Product in relation to that Agreement Quarter. Such reporting shall be made in accordance with the Reporting Guidance issued by the Licensor and should cover (a) status of development of the Licensed Product, (b) regulatory filing plan for the Licensed Product, and (c) a list of countries for which such regulatory approvals or authorizations have been filed and/or obtained for the Licensed Product. The Parties agree to confer on a quarterly basis regarding such reports and also review development and filing status of the Licensed Product. Licensor shall provide Ferring with a copy of the reports produced pursuant to this Section 3.7 in accordance with the Head License. For avoidance of doubt, Ferring and the Licensor agree that information contained in quarterly and other such reports shall be treated as Confidential Information.
27. GOVERNING LAW AND JURISDICTION
27.1 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by Swiss law.
27.2 Subject to Section 27.3, the Swiss courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement) and the parties submit to the exclusive jurisdiction of the Swiss courts.
27.3 The Parties agree that in the event of a dispute they shall submit such dispute to mediation in accordance with the WIPO Mediation Rules. In the event that the dispute remains outstanding after sixty (60) days from the date when it was first discussed (in any manner) between the parties, either Party may commence court proceedings. The foregoing however shall not prevent any person from seeking and obtaining injunctive relief at any time.
27.4 The Parties waive any objection to the Geneva, Switzerland courts on the grounds that they are an inconvenient or inappropriate forum to settle any such dispute.
27.5 Without prejudice to the foregoing in relation to the Licensee, nothing in this Section 27 shall prevent or restrict Ferring from electing to bring proceedings in relation to patent infringement or from applying for injunctive relief in any country outside Switzerland, to which election the Licensor and the Licensee hereby agree.