Provision Language
MEDIGEN – MPP AGREEMENT
7. ASSIGNMENT AND SUBLICENCES
[…]
7.2 Sublicences. MPP/ WHO C-TAP and MEDIGEN will discuss and agree, acting reasonably, upon the interested and suitable Third Parties to whom MPP shall grant sublicences for the purposes of developing, manufacturing and/or Commercialising the Product. MPP will require in the Sublicences that Sublicensee(s) use commercially reasonable efforts to ensure that the Product(s) be made available worldwide at affordable pricing.
FORM OF SUBLICENSE
2. SCOPE OF THE GRANT
[…]
2.3 The Sublicensee shall ensure that the Products are made available worldwide at affordable pricing.
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:
i. a one-time fee of 10,000 US Dollars for Sublicensees from LIE and LMIEs or a one-time fee of 100,000 US Dollars for the Sublicensees from UMIEs and HIEs, due at the Effective Date (the “Licence Fee“). The Licence Fee is not refundable and is in addition to and not creditable against any other sums payable by Sublicensee under this Agreement; and
ii. a one-time fee of 150,000 US Dollars for Sublicensees from LIE and LMIEs, or a onetime fee of 300,000 US Dollars for the Sublicensees from UMIEs and HIEs due at the receipt of by the Sublicensee of the Licensed Technology documentation listed in Annex 2 hereto, and
iii. a one-time fee of 100,000 US Dollars for Sublicensees from LIE and LMIEs, or a onetime fee of 200,000 US Dollars for the Sublicensees from UMIEs and HIEs due and payable on the date falling six (6) months after the Effective Date as compensation for Basic Support and Training as described in ANNEX 2 hereto, and
iv. a one-time fee of 100,000 US Dollars for Sublicensees from LIE and LMIEs, or a onetime payment of 200,000 US Dollars for the Sublicensees from UMIEs and HIEs due upon notice from MEDIGEN that the Materials are ready for pick up as compensation for Materials preparation work.
v. a one-time payment upon the first launch of the Product amounting to:
a) 25,000 US Dollars in the first country of LIEs; and
b) 75,000 US Dollars in the first country of LMIEs; and
c) 150,000 US Dollars in the first country of UMIEs; and
d) 300,000 US Dollars in the first country of HIEs,
vi. a running technology fee of:
a) 3% of Net Sales in LIEs; and
b) 5% of Net Sales in LMIEs; and
c) 8% of Net Sales in UMIEs; and
d) 10% of Net Sales in HIEs,
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”)[…].
3.2 Patent royalties. The Sublicensee shall pay directly to MEDIGEN by bank transfer to the account indicated on the invoice the royalties on Net Sales of the Products on a country-by-country basis starting from the date of the first commercial sale of the Products will be paid as described below:
a) a royalty of 0,5% of Net Sales in LIEs; and
b) a royalty of 1% of Net Sales in LMIEs; and
c) a royalty of 3% of Net Sales in UMIEs; and
d) a royalty of 5% of Net Sales in HIEs,
provided, that the royalties are due where there is a Patent Right granted and in force in the country of manufacture or sale, until the expiry of the last-to-expire Patent Right in such country.