Provision Language
15. Transfer of Technology and Intellectual Property
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15.2 In the first stage, Object of this Agreement, the Contractor shall transfer the knowledge and planning available for the final processing of the Covid–19 Vaccine in accordance with the provisions in Exhibit I of this Agreement, in order to enable Fiocruz to carry out the final processing of the Covid–19 Vaccine in its facilities and supplying the Finished Vaccine, exclusively to meet the demands of the Ministry of Health, using the IFA acquired from the Contractor, as provided in this Agreement and its exhibits.
15.2.1 Exclusively for the execution of the provisions of this clause, and subject to the success of the activities described in Exhibit I and the fulfillment of the obligations provided for in this Agreement, the Contractor will free license or sublicense, non–exclusively without the right to grant sublicenses, licensed intellectual property rights to Contractor or Contractor ownership which are required for the production of the Finished Vaccine under the terms of Exhibit III to this Agreement.
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15.4 Contractor represents that Contract and its licensors have all intellectual property rights, including but without limitation non–patented technology (know–how) and patents (when applicable) for the exploitation of the Object of this Agreement and hereby grant to Contracting Parties a free non–exclusive license or sublicense valid in the territory, to import the IFA [API] and use same in the productive process of manufacturing the Finished Vaccine, to manufacture the Finished Vaccine, as well as to commercialize the Finished Vaccine in the Territory, pursuant to the terms of this Agreement. To the extent that Contractor and its licensors submit, in Brazil, patent requests related to the Object of this Agreement, Contractor agrees to notify the Contracting Parties about this fact and to sublicense the use of such Brazilian patents to the Contracting Parties, pursuant to the terms of this Agreement, without limitation to the supply of technology object of Exhibit III.
15.5 Contracting Parties have the right and the duty to use its own visual identity in the marketing of the Finished Vaccine, so that Contracting Parties and Contractor use different brands and visual identities. If Fiocruz decides to use a trademark, it must consult Contractor in advance to verify that the trademark to be registered for Finished Vaccine does not conflict with trademarks held by Contractor or OUI [Oxford University Innovations].