Gates Foundation – CureVac, RNA Rotavirus Vaccine R&D Collaboration Agreement

Term & termination | Term of agreement
Term & termination | Termination & withdrawal

Summary of Approaches

Term of Agreement

What is the term of the agreement? Is it tied to the timeline of the project or license grants?
- The Agreement remains in effect until terminated by either Party.

Termination & withdrawal

Under what circumstances may a party terminate or withdraw from the agreement?
- Either party may terminate the agreement: (i) upon prior written notice, with or without cause; (ii) due to uncured breach; (iii) if performance of the Activities results in infringement of third party intellectual property; or (iv) as otherwise mutually agreed.

Annotations

This Definitive Agreement and Project Collaboration Plan for Assessment of RNA Vaccine Technology for Non-live Rotavirus Vaccines in Pre-clinical Models (“Agreement“) between the Gates Foundation (“Foundation“) and CureVac GmbH (“CureVac“) is effective May 2014. The Agreement was signed pursuant to a separate Framework Agreement for Cooperation between the parties under which they agreed to cooperate in establishing projects for the R&D of new candidate vaccines.

Under the terms of the Agreement and subsequent amendments, the Foundation will provide up to USD $3 million in funding for CureVac to perform activities under a Project Collaboration Plan set out in Appendix 1 to the Agreement (“Activities“). The Activities include a global access plan recognizing the overarching goal of making products more available and accessible in Developing Countries (defined as countries eligible for Gavi support), as well as ensuring the broad dissemination of data and results.

CureVac will own intellectual property created in the performance of the Activities (“Project IPR“) but must manage it in a way that will best achieve the project’s global access objectives. This may include sublicensing the Project IPR at CureVac’s discretion. If the project success criteria are met and CureVac elects not to participate in further development, the Parties will enter into good faith negotiations for an agreement allowing the Foundation and its partners or grantees to proceed. Such an agreement must include licenses under necessary CureVac intellectual property, as well as access and permissions to use data generated under the Agreement.

Provision Language

9. Term and Termination

9.1 This Agreement will commence on the Effective Date and will remain in effect until terminated by either Party as provided in this Section.

9.2 Either Party may terminate the Agreement (a) upon [*****] prior written notice, with or without cause; (b) if a Party fails to cure a material breach of the Agreement within [*****] of written notice of such breach; (c) in the event that performance of the Activities infringes or otherwise violates the intellectual property rights of any third party; or (d) as otherwise mutually agreed by the Parties.

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Gates Foundation – CureVac, RNA Rotavirus Vaccine R&D Collaboration Agreement

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Gates Foundation – CureVac, RNA Rotavirus Vaccine R&D Collaboration Agreement

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