Provision Language
Definitions
“Licensed Technology” means the Patent Rights, Material, and Licensed Know-How.
“Licensed Know-how” means all proprietary know-how and other technical knowledge relating to the Patent Rights and which may be necessary for Sublicensees to exploit the Patent Rights and Material.
“Material” means:
Expression vectors for mammalian cells that contain recombinant DNAs that encode proteins derived from the protein S (“spike”) of SARS-CoV-2, mainly: complete protein S, region S1 and a domain (“receptor binding domain “, RBD) involved in binding to the viral receptor ACE2. Likewise, variants of protein S produced in CNB-CSIC.
Expression vectors for E. Coli cells containing recombinant DNAs encoding proteins derived from the nucleocapsid protein (protein N) of SARS-CoV-2. Likewise, variants of the nucleocapsid protein (protein N) produced in the CNB-CSIC.
Expression vectors for E. Coli cells containing recombinant DNAs encoding proteins derived from the SARS-CoV-2 “cysteine-like” protease (MPro) protein. Likewise, variants of the protease protein (MPro) produced in the CNB-CSIC.
“Patent application” means the European patent application EP20382495.8, with title “Assay for the detection of the Cys-like protease (Mpro) of SARSCoV-2”, filed on the 8th of June, 2020 at the Spanish Patent and Trade Mark Office.
“Patent Rights” means any right recognised by the applicable patent legislation or regulation and generated by claiming the priority of the Patent Application, including the patents and patent applications set out in Schedule 1 as may be amended from time to time, such as the rights generated by:
a) any patent application, any continuation-in-part, division, extension for any such application, and any patent issuing on such application;
b) inventor certificates, utility models and petty patents.
2. SCOPE OF THE GRANT
2.1 Subject to the terms and conditions of this Agreement, MPP hereby grants a worldwide, non-exclusive, non-transferable, licence to the Sublicensee, under the Licensed Technology, to:
a) Develop, or have developed, the Licensed Technology into Products in the Field, and
b) make, have made, use, Commercialize, export or import the Products exclusively for ultimate use in the Field.
2.2 The Sublicensee shall ensure that the Products are made available in LMICs at affordable pricing.
9. INTELLECTUAL PROPERTY RIGHTS
[…]
9.2 The Sublicensee hereby grants to MPP and CSIC a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use any Improvement (and shall promptly execute such document as MPP or CSIC may reasonably request accordingly). MPP shall be entitled to grant sublicences (without further right to sublicense) under such licence to its sublicensees. CSIC shall be entitled to grant sublicences (without further right to sublicense) under such licence only to its affiliates and contract manufacturers, distributors and service providers solely for use in connection with their engagement of commercialising products developed by CSIC.