“Manufacturer of Record” means the named legal entity legally responsible for placing a Product on the market as recognized by the appropriate in country regulatory authority. For the purposes of this Agreement the Manufacturer of Record shall be the Third Party which is the recipient of the Technology Transfer.
“Technology Transfer” (if applicable) means those activities required to successfully transfer and validate such transfer of required manufacturing processes, procedures, and Know–how, to a Manufacturer of Record;
4. GLOBAL ACCESS AND GENERAL PRODUCT SUPPLY CONDITIONS
Technology Licence Agreement – in the case of a Technology Transfer (if applicable)
XYZ shall enter into a Technology License Agreement with ABC, based on the following terms, comprising the following key Definitions and “flow through” obligations:
a. Field shall mean the detection of SARS–CoV–2 infection in humans, or as mutually further agreed with respect to other infectious disease agents by the Parties.
b. Territory shall include all LMICs as defined by the World Bank, as amended from time to time.
c. Global Access key terms regarding the Affordable Price and other key access terms to be an obligation under the Licence.
d. Scope of the Licence: XYZ to be granted, a non–exclusive, non–sublicenseable (only to Affiliates), royalty–free, fully paid up and perpetual licence under the ABC IP to develop, make, or have made, use, offer for sale, sell, have sold, export or import the Product anywhere in the world for the purpose of its use in the Field and in the Territory. As per Article [●], the Field definition may be extended by mutual agreement of the Parties.
e. Background IP: Such Licence shall include the right to use any pre–existing (Background) ABC IP at zero (or minimal) royalty rates as long as it is required for the commercialisation of the Product.
f. Technology Transfer: Such Licence shall include appropriate technology transfer obligations under which XYZ and the Manufacturer of Record shall develop a mutually agreed plan of activities and deliverables to ensure such successful Technology Transfer (the “Transfer Plan”) in order to ensure that the Manufacturer of Record will be able to produce and commercialize the Product. The Transfer Plan shall be agreed within [●] weeks of the Effective Date.
As the principal funding partner under this Agreement, FIND reserves the right to participate in the licence negotiations between XYZ and ABC. The final Licence Agreement will fully reflect and incorporate the terms for such Licence as set out in this Agreement. XYZ will provide to FIND copies of such final Licence Agreement prior to execution, for FIND’s review and comments and final acceptance, and a final copy of the fully executed agreement for its records.