Master Alliance Provisions Guide (MAPGuide)

Funder Development Partnering Agreement

  • IP ownership & licensing | Access to results

§9.3 Development and Use Licenses. The Partner hereby grants to Funder with effect from the Effective Date and for all rights, data and materials not in existence at the Effective Date, shall grant on their creation:

§9.3.1. a non-exclusive, irrevocable, worldwide, royalty-free licence, under the Foreground Intellectual Property with the right to grant sub licences to (i) Develop the Product worldwide for use in the Field, (ii) Manufacture the Product worldwide for use in the Field and (iii) Market the Product in the Field for use in the Affected Territory; and

 

§9.3.2. a non-exclusive, irrevocable, worldwide, royalty-free licence, with the right to grant sublicenses under Background Intellectual Property to (i) Develop the Product worldwide for use in the Field, (ii) Manufacture the Product worldwide for use in the Field and (iii) Market the Product in the Field for use in the Affected Territory; and

 

§9.3.3. a non-exclusive, irrevocable, worldwide, royalty-free licence, with the right to grant sub licences to use the Existing Data, the Data, Confidential Information, Regulatory Filings, Master File and Materials to (i) Develop the Product worldwide for use in the Field, (ii) Manufacture the Product worldwide for use in the Field and (iii) Market the Product in the Field for use in the Affected Territory (defined as “the geographic area of any country (i) where there is an Outbreak or (ii) for which there is an Increased Outbreak Preparation Need or (iii) the Parties otherwise agree in writing and in each case, including healthcare workers providing healthcare in such a country regardless of their home country”), and

 

§9.3.4. where the Condition Precedent is also a breach of this Agreement by Partner, the licence granted under Clause 9.3.1 shall be an exclusive, irrevocable, worldwide, royalty-free licence; (together, the “Licences”); provided however that Funder may not exercise the rights granted under the Licences unless and until the occurrence of one or more Conditions Precedent.

§9.4 Escrow. The Partner shall as soon as reasonably practical after the Effective Date, establish escrow arrangements with a mutually agreed third party escrow agent (the “Escrow Agent”) upon terms which are acceptable to Funder (acting reasonably), pursuant to an escrow agreement entered into by the Escrow Agent, the Partner and Funder. Such escrow agreement shall allow Funder access to Confidential Information, Existing Data, Data, Materials and Regulatory Filings, including the Master File, and any supporting data for the Background Intellectual Property and Foreground Intellectual Property relating to Product in the Field for use in the Affected Territory as necessary or useful for the Development and Marketing of the Product in the Field for use in the Affected Territory by Funder or a third party. The escrow arrangements may extend, as necessary and appropriate to biological materials, cell-lines, software, source code for manufacturing processes, assays, most up to date pathogen samples and the like. The Partner shall make ensure that all materials required to be placed in escrow are in escrow and complete and up to date at the time Partner requests any Milestone Payment from Funder. Funder shall only be able to access the escrow with the consent of the Partner or if any of the events described in Clause 9.1 have occurred.