Medigen – MPP (C-TAP), COVID-19 Vaccine, Patent and Know How License Agreement

Business model | Governance

Structural Questions

Do the parties govern the project through a joint steering committee (“JSC”)? If so, what are the parties expressly designated roles and responsibilities with respect to the JSC?
Are there other committees, important governance bodies, or designated individual positions? What are the parties’ roles and responsibilities with respect to them?
Are the parties required to meet in accordance with a defined schedule for decision-making and progress reporting activities?
What are the resolution mechanisms for disputes related to the agreement?
Are there any requirements for policies or procedures to manage potential conflicts of interest?

Annotations

This Patent and Know-How License Agreement is between Medigen Vaccine Biologics Corporation (“Medigen”), a private corporation located in Taipei, and the Medicines Patent Pool (“MPP”), a United Nations-backed nongovernmental organization that pools licenses from intellectual property owners and sublicences technology for generic production and distribution in low-income and lower-middle-income countries (“LMICs”). MPP is the “implementing arm” of the World Health Organization’s COVID-19 Technology Access Pool (“C-TAP”), which facilitates equitable access to COVID-19 products. The Agreement concerns a list of materials including a cell line or working cell bank, a stable clone including clinical data, technical dossiers, and SOPs, and reasonable quantities of reference product (“Material”), as well as proprietary know-how and other technical knowledge (“Licensed Know-How”), all related to Medigen’s MVC-COV1901 COVID-19 vaccine. The Agreement is effective as of July 2023.

The Agreement provides a worldwide, non-exclusive license that permits the MPP to sublicense Medigen Materials and Licensed Know-how (together the “Licensed Technology”) to generic manufacturers who will develop and commercialize COVID-19 vaccines using the Licensed Technology (“Products”) for any use related to COVID-19 (“Field”), with the goal of making them accessible worldwide. MPP and Medigen must agree on the selection of sublicensees, and Sublicensees are required to use commercially reasonable efforts to make Products available worldwide at an affordable price. Sublicenses will pay technology fees and patent royalties to Medigen which are tiered depending on the income level classification of the country in which the Sublicensee is located (for technology fees), or the country of product sale (for patent royalties).

The Form of Sublicense Agreement is attached as Schedule 3 to the Medigen-MPP agreement. We have included terms from both agreements in our analysis in order to provide a complete overview of how key issues are addressed – the provision sections are sub-titled with either Medigen-MPP Agreement or Form of Sublicense.

Provision Language

MEDIGEN – MPP AGREEMENT

12. GOVERNING LAW AND JURISDICTION

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Switzerland. Parties hereby waive of any of the privileges and immunities enjoyed under national or international law.

12.2 Jurisdiction and Dispute Resolution. The Parties shall use all reasonable efforts to solve any dispute, controversy or claim that may arise under this Agreement through good faith negotiations. In the event that the Parties are unable to resolve a dispute within sixty (60) calendar days from the date such dispute is first brought to the other Party’s attention, any dispute, controversy, or claim arising out of, or in relation to, this contract, including regarding the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules. The number of arbitrators shall be three. The seat of the arbitration shall be Geneva, Switzerland. The arbitral proceedings shall be conducted in English.

12.3 If there are any disputes in connection with this Agreement, including its termination under Clause 10, all rights and obligations of the Parties shall continue until such time as any dispute has been resolved in accordance with the provisions of this Clause.

FORM OF SUBLICENSE

15. GOVERNING LAW AND JURISDICTION

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Switzerland. Parties hereby waive of any of the privileges and immunities enjoyed under national or international law.

15.2 Jurisdiction and Dispute Resolution. The Parties shall use all reasonable efforts to solve any dispute, controversy or claim that may arise under this Agreement through good faith negotiations. In the event that the Parties are unable to resolve a dispute within sixty (60) calendar days from the date such dispute is first brought to the other Party’s attention, any dispute, controversy, or claim arising out of, or in relation to, this contract, including regarding the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules. The number of arbitrators shall be three. The seat of the arbitration shall be Geneva, Switzerland. The arbitral proceedings shall be conducted in English.

15.3 If there are any disputes in connection with this Agreement, including its termination under Clause 12, all rights and obligations of the Parties shall continue until such time as any dispute has been resolved in accordance with the provisions of this Clause.

Download Full Agreement

Master Alliance Provisions Guide (MAPGuide)

Medigen – MPP (C-TAP), COVID-19 Vaccine, Patent and Know How License Agreement

Provision Language

Contact Us

Get In Touch

Browse

Contact Us

Get In Touch

Browse

Sign Up to Our Newsletter

Master Alliance Provisions Guide (MAPGuide)

Medigen – MPP (C-TAP), COVID-19 Vaccine, Patent and Know How License Agreement

Provision Language

Contact Us

Get In Touch

Browse

Contact Us

Get In Touch

Browse

Title

Sign Up to Our Newsletter

Agreement Type

Select Partner Type

Select Development Stage

Select Technology

Select Issue or Sub-issues