Provision Language
11.Licenses
[…]
(c) Licenses:
(i) IAVI hereby grants to Theraclone, under all of IAVI’s intellectual property and proprietary rights in, to, and under the IAVI Materials and the Program Inventions, an irrevocable, perpetual, exclusive, sublicensable (through multiple tiers of sublicenses), fully paid-up, royalty-free right and license in the Territory to make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, or import any and all antibodies related to or from the IAVI Materials and Program Inventions in the Theraclone Licensed Fields, with the understanding that Theraclone shall ensure that any commercial program for HIV treatment products will incorporate the principles of prompt dissemination of data and licensed access to products or enabling reagents at affordable prices in reasonable quantities for Developing Countries. As used herein the term “Developing Countries” shall mean all countries in the Territory except for the USA, Canada, the countries of the European Union (Austria, Belgium, Bulgaria, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Slovakia,Slovenia, Spain, Sweden, and the United Kingdom), Switzerland, Iceland, Japan, Australia, and New Zealand. Not withstanding the foregoing, any license with respect to Section 1(a)(ii)(B) shall be non-exclusive.
(ii) Theraclone hereby grants to IAVI, under all of Theraclone’s intellectual property and proprietary rights in, to and under Theraclone Materials and the Program Inventions, an irrevocable, perpetual, exclusive, sublicensable (through multiple tiers of sublicenses), fully paid-up, royalty-free right and license in the Territory to make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, or import any and all antibodies related to or from the Theraclone Materials and Program Inventions in the IAVI Licensed Fields with the understanding that IAVI shall ensure that any commercial program will incorporate the principles of prompt dissemination of data and access to products at affordable prices in Developing Countries.