2.04 Future Development
The scope of the Sublicense and Licensed Know-How granted hereunder does not include Future Developments developed by AstraZeneca or for which AstraZeneca has or acquires rights to exploit, license or sublicense. For purposes of this Agreement, “Future Developments” shall mean any addition of other viral antigens to the construct of the Licensed Product. In case there are new Future Developments, AstraZeneca shall promptly notify Fiocruz and grant Fiocruz a right of first refusal for negotiations involving the licensing of such Future Developments for the Brazilian public market to meet the needs of Brazilian Unified Health System (“SUS”), State and Municipal governments in Brazil, to be exercisable by Fiocruz within at most fifteen (15) days as of AstraZeneca’s notice. If within such fifteen (15)-day term, Fiocruz notifies AstraZeneca in writing of its intention to exercise its right of first refusal for negotiations, AstraZeneca shall, within at most thirty (30) days after Fiocruz’s notice, provide Fiocruz with a proposed term sheet outlining the main commercial and technical conditions for the licensing of such Future Developments, including price. Upon receipt of AstraZeneca’s proposed term sheet in good faith for a maximum term of one hundred and twenty (120) days. If the Parties are not able to conclude negotiations and sign the respective agreement within such one hundred and twenty (120) days, AstraZeneca shall be free to negotiate the licensing of such Future Developments in the Territory with one or more third parties.
Improvements shall mean Licensed Product updates and/or modification of the sequence of the Licensed Product created after the Effective Date hereof, whether patentable or not, that are not “Future Developments”. Improvements shall be owned by the Party that create them, and the other Party shall be automatically granted a license over such Improvements developed during the term of this Agreement and while the respective patents remain valid, without the payment of any compensation (other than the compensation due under this Agreement). To the extent applicable, the license of Improvements shall be subject to the terms and conditions set forth under this Agreement, and the Party that receives the license from the owner of the Improvement shall bear any and all costs and expenses of implementing the production process of the cell bank and/or virus bank, if applicable. The Party that is the owner of the Improvements shall cooperate with the other Party in good faith to enable the other Party to negotiate and obtain from any third parties access to the materials that may be required for the exploitation of Improvements, including cells banks and/or virus bank, if applicable. In the event of any new Improvements, the developing Party must notify the other Party within thirty (30) days after the developing Party successfully completes the development of the Improvements.
5.08 Manufacturing Process Improvements
All manufacturing process improvements and all Know How derived from the manufacturing process will at all times be owned by Licensees.
9. Trademarks; Prosecution, Maintenance and Infringement of the Licensed Rights
a) Licensees will have the sole right to choose and decide on the Brazilian Common Denomination (“DCB”) trade names and trade dress used to Supply the Licensed Product in the Territory. The DCB shall be comprised in whole and part only of non-proprietary terms such as “Recombinant Covid-19 Vaccine”. Licensee shall not adopt any proprietary branding for the Licensed Product and will not adopt any name or trade dress elements or other branding similar to AstraZeneca’s trademarks and trade dress for its Covid-19 Vaccine product.
b) The Licensed Product shall not have a name which includes the word “Oxford”, “Ox”, or any variation thereto and, without AstraZeneca’s prior written approval, Licensees shall not register, or seek to register, any trademark for the Licensed Product which includes the world “Oxford”, “Ox”, “AstraZeneca”, “AZ” or any variation thereto; any/or include any reference to the Head Licensor, AstraZeneca or any other Affiliate of the Head Licensor or AstraZeneca on the Licensed Product or the packaging product inserts or sales and promotional material for the Licensed Product unless required by Applicable Law. For the avoidance of doubt, nothing in this Agreement (including the license granted to Licensees pursuant to Error! Reference source not found [sic].) shall serve to grant Licensees any license or other rights to use the name, logo, or trademark of AstraZeneca or any of its Affiliates (or any abbreviation or adaptation thereof) for any use whatsoever without the prior written approval of the said Party.
c) The Parties agree not to use any names, trademarks, registered or not, logos, symbols, or other designations of the other Party or its employees, especially, but not limiting, in any advertising, press information or publicity, without prior written approval of the said Party.