MEDIGEN – MPP AGREEMENT
5. CONFIDENTIALITY AND IP RIGHTS
5.4 IP RIGHTS
ii. If, at any time during the term of this Agreement any Sublicensee (or any of their respective employees, agents, or other persons acting under their authority) makes, develops, conceives, acquires, reduces to practice, becomes entitled to or secures control over any Improvement, MPP shall request such Sublicensee or any of their employee, agent or other person (each, an “Improvement Creator”) to communicate such Improvement to MEDIGEN in full together with all available information concerning the mode of working and using the same. MEDIGEN shall treat this information as Confidential Information;
9. CONSIDERATIONS AND FOLLOW-UP REPORTS
As consideration for the rights conveyed by MEDIGEN under this Agreement, MPP shall use reasonable efforts to sublicence the rights to develop, use and Commercialise the Licensed Technology to companies interested to manufacture and/or Commercialise the Product. MPP will keep MEDIGEN regularly informed of the progress in the search for Sublicensees.
FORM OF SUBLICENSE
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.
9.3 If at any time during the term of this Agreement, the Sublicensee (or any of its employees, agents, or other persons acting under its authority) makes, develops, conceives, acquires, reduces to practice, becomes entitled to or secures control over any Improvement, it shall communicate such Improvement to MPP and MEDIGEN in full together with all available information concerning the mode of working and using the same. MPP and MEDIGEN shall treat this information as Confidential Information.
11.1 The Sublicensee shall keep MPP and MEDIGEN regularly informed of the progress made by the Sublicensee under this Agreement. Within 30 days following the end of each Agreement Quarter, the Sublicensee shall, including for its distributors, provide MEDIGEN and MPP with a written quarterly report, in a format to be agreed, on:
i. all Products in its development pipeline and the status of each Product in development;
ii. all Products sold or supplied by the Sublicensee under this Agreement during such Agreement Quarter including, without limitation the vaccine name, number of doses/number of vaccine container units of the vaccines, net sales value, royalty percentage and sum of royalty;
iii. all regulatory activities regarding the Products worldwide in relation to that Agreement Quarter i.e. (a) the regulatory filing status and plan for every Product worldwide, and (b) a list of the countries in which applications for Regulatory Approval have been filed and/or Regulatory Approvals have been obtained for any Product; and
11.2 The Parties agree to confer on a bi-annual basis regarding such reports. MPP agrees that information contained in quarterly and other such reports shall be treated as Confidential Information.
11.3 At all times the Sublicensee shall keep, and shall require its affiliates and any Third Party manufacturers and Third Parties making sales on its behalf, to keep, complete and accurate records for a period of five (5) years of all quantities of Materials and Products manufactured, sold and/or supplied under the licences granted by this Agreement and such information of the type and in sufficient detail at MPP’s discretion. MPP and MEDIGEN shall each have the right (and the Sublicensee shall procure such right), through a certified public accountant or like person appointed by it, to examine such records in order to verify the compliance with this Agreement during regular business hours during the term of this Agreement and for six months after its termination or expiry; provided, however, that such examination:
i. shall be at the expense of the person exercising such right (save where such examination reveals a breach of this Agreement by the Sublicensee, in which case the Sublicensee shall pay for all costs incurred by MPP in carrying out the examination),
ii. not take place more often than twice in any calendar year and shall not cover such records for more than the preceding two calendar years.