Master Alliance Provisions Guide (MAPGuide)

Gilead – Indian Generic Manufacturers, HCV License Agreement

  • Intellectual Property | License Grants
  • Intellectual Property | Ownership of IP
  • Intellectual Property | Protection of IP

2. License Grants

2.1 Licenses

(a) API License. Subject to the terms and conditions of this Agreement, Gilead hereby grants to Licensee a royalty-free, non-exclusive, non-sublicensable (other than a sublicense to an Affiliate), non-transferable license under the Licensed Technology to (i) make API only in India; and (ii) sell API only in India and solely to Licensed Product Suppliers for the Field.

(b) Product License. Subject to the terms and conditions of this Agreement, Gilead hereby grants to Licensee a royalty-bearing, non-exclusive, non-sublicensable (other than a sublicense to an Affiliate), non-transferable license under the Licensed Technology solely to (i) make Product from Licensed API in India and (ii) sell, have sold, offer for sale, export from India and import such Product made from Licensed API in the Territory for the Field.

2.2. License Grant to Gilead. Licensee hereby grants to Gilead a nonexclusive, royalty-free, worldwide, sublicensable license to all improvements, methods (including manufacturing processes), modifications and other know-how, including any chemistry improvements or modifications, developed by or on behalf of Licensee and relating to API or a Product (“Improvements”), subject to the restrictions on further transfer of Licensee’s technology by Gilead as set forth in Section 5.3. Licensee shall, as between Gilead and Licensee, own all such Improvements and shall, as between Licensee and Gilead, have the sole right, but not the obligation, to pursue intellectual property protection with respect to such Improvements.