Provision Language
“Afrigen Rights” shall mean the sublicensable rights to data, Know-How and IP that was granted from Afrigen to MPP under the MPP-Afrigen Grant Agreement dated 21 January 2022, as amended from time to time.
“Inventions” shall mean all ideas, inventions, discoveries, data or Know-How conceived, first created or made in the performance the Project.
“Materials” shall mean the materials described in Annex 2.
“Programme Agreement” shall mean any other agreement entered into between MPP and a Third Party as part of the Project under which MPP is granted rights to data, Know-How or IP for further sublicensing.
“Technology” shall mean Materials, Technical Information and Technical Assistance.
“Technical Assistance” shall mean the assistance detailed in Section 2.4 of this Agreement.
“Technical Information” shall mean the documentation listed in Annex 3 and Annex 4 detailing technical specifications and instructions for manufacturing and testing the selected mRNA vaccine candidate. Such Technical Information shall be transferred to Biovac (Annex 3) or provided by Biovac (Annex 4) written in the English language and in a single copy.
“Territory” shall mean all low- and middle-income countries, as defined by the World Bank.
7. GRANT OF LICENCE AND INTELLECTUAL PROPERTY
7.1 Subject to the terms and conditions of this Agreement MPP hereby grants to Biovac:
(a) a non-exclusive, royalty-free, non-sublicensable, non-transferable, irrevocable, fully paidup, royalty-free licence under the Technology and the Afrigen Rights to make, or have made, use, offer for sale, sell, have sold, export or import Product(s) in the Territory.
(b) as necessary, a non-exclusive, royalty-free, non-sublicensable, non-transferable, irrevocable, fully paid-up, royalty-free licence under any Inventions to which MPP has or will acquire sublicensable rights from other Programme Agreements to make, or have made, use, offer for sale, sell, have sold, export or import Product(s) in the Territory.
7.2 Biovac grants to MPP a non-exclusive, non-transferable but sublicensable, irrevocable, fully paidup, royalty-free, licence to practice and have practiced the data and the Inventions for the purposes of fulfilling its mission to facilitate the development and equitable access of health technologies in the Territory. In the event that MPP wishes to make such Inventions available for other purposes, MPP and Biovac will enter into good-faith negotiations. Biovac agrees to provide to MPP a licence in relation to any of its background rights only to the extent necessary to enable the use and exercise of the Inventions made by Biovac hereunder.
7.3 In the event that Biovac is provided with access to Third Party IP for the purposes of research, development and/or commercialization of Product(s), Biovac undertakes to use reasonable efforts to negotiate a licence to MPP for such Third Party IP under the same or similar terms as provided for in Section 7.2 herein.
7.4 MPP shall have the right to share any data generated under the Project with WHO for further sharing with any Third Parties for the purposes of fulfilling its mission to facilitate the development and equitable access of mRNA technologies in the Territory.