Provision Language
MEDIGEN – MPP AGREEMENT
6. TERM
This Agreement shall enter into force on the Effective Date and, unless earlier terminated in accordance with Clause 12, its duration will continue in force until the last to occur of (i) the date on which the last Patent Right has expired, lapsed or has been invalidated, (ii) the Expiry Date of the last to expire of the Sublicences entered into pursuant hereto (the “Term”); provided, that, with respect to any transfer of technology arising out of an Additional MEDIGEN New Development, “Term” shall be read to mean the relevant Additional MEDIGEN New Development Term.
FORM OF SUBLICENSE
3. FEES and ROYALTIES
3.1 Technology fees. The Sublicensee shall pay directly to MEDIGEN by bank transfer to the account indicated on the invoice the following technology fees:
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vi. a running technology fee […] payable on a country-by-country basis starting from the date of the first commercial sale of the Product in each country and continuing until the date falling (15) years after the date of each such first commercial sale (“Base Period”); provided, that, if, at any time during the Base Period, there occurs one or more transfers of technology arising out of Inscope MEDIGEN New Development, the above period shall continue to the later of (i) last day of the Base Period or (ii) the date falling five (5) years after the date of the last such transfer related to a Significant Inscope MEDIGEN New Developments (such later date to be referred to herein as the “Expiry Date”) .
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3.3 Additional payment obligations for Additional MEDIGEN New Developments. If at any time during the Base Period, there shall occur one or more transfers of technology arising out of an Additional MEDIGEN New Development, the technology fees and term (“Additional MEDIGEN New Development Term”) therefor shall be agreed between the Parties and MEDIGEN in consultation with WHO C-TAP, at the time of such transfer.
7. TERM
This Agreement shall enter into force on the Effective Date and, unless earlier terminated in accordance with Clause 12, its duration will continue in force until the later to occur of (i) date the on which the last Patent Right has expired, lapsed or has been invalidated, or (ii) the Expiry Date (the “Term”); provided, that, with respect to each transfer of technology arising from an Additional MEDIGEN New Development, “Term” shall be read to mean the relevant MEDIGEN New Development Term.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 MEDIGEN will own the entire right, title and interest in and to any and all inventions conceived solely by MEDIGEN (or its Affiliates) or on its behalf, by its respective employees and agents after the Effective Date relating to the Product in the Field, including any adaptation of any manufacturing process or proprietary drug delivery or formulation technology of MEDIGEN or its Affiliates for the production of the Product in the Field, and any patents covering such invention (“MEDIGEN New Developments”), subject to the license grant to the Sublicensee set out in Clause 2 hereof. MPP shall notify Sublicensee in writing of any MEDIGEN New Developments as soon as it receives relevant information from MEDIGEN pursuant to the MEDIGEN-MPP Agreement.
9.2
(i) If the MEDIGEN New Developments do not involve an adjustment in antigen or adjuvant amount, change in vaccine composition to bivalent or multivalent vaccine containing multiple antigens, a delivery method other than intramuscular delivery or a combination vaccine, such shall be considered “Inscope MEDIGEN New Developments”.
(ii) If such Inscope MEDIGEN New Developments require comprehensive additional phase 3 clinical efficacy study(ies) such developments shall be considered Significant Inscope MEDIGEN New Developments and may be made available to the Sublicensee at the Sublicensee’s election as provided in Clause 3.1(vi) above and ANNEX 2 hereto. If such Inscope MEDIGEN New Developments are not Significant Inscope MEDIGEN New Developments, they will be made available without additional charge or extension of the Expiry Date.
(iii) If such MEDIGEN New Developments are other than Inscope MEDIGEN New Developments such shall be considered an Additional MEDIGEN New Developments and may be made available to the Sublicensee at the Sublicensee’s election as provided in Clause 3.3 above and ANNEX 2 hereto.