Provision Language
Definitions
“Non-Territory Eligible Purchasers” shall mean: (a) the following organizations to the extent that they are not–for–profit organizations: (i) NGOs including without limitation those recognized by the applicable local government ministry; (ii) UN-related organizations working for or within the Territory, including but not limited to UNDP and UNICEF; (iii) Not-for-profit organizations including without limitation, Médecins Sans Frontières, Save the Children, OXFAM and the International Committee of the Red Cross (ICRC); and (iv) Funding mechanisms and programs funded by such mechanisms, including without limitation, UNITAID, PEPFAR, USAID, Global Fund, etc.; and agencies based outside the Territory to the extent that they are supporting implementation locally within the Territory, and (b) nominally for-profit procurement organizations but only to the extent that such procurements are supporting not–for–profit treatment programs as described in (a) of this provision.
“Territory” shall mean those countries set forth in Exhibit A.
AbbVie – MPP Agreement
2. License Grants
2.1 Subject to the other terms and conditions of this Agreement, AbbVie hereby grants to MPP:
(a) a non-exclusive, non-transferable license to grant sublicenses in accordance with Section 3 under the Territory Patents to Exploit the Licensed Products in the Field and in the Territory;
(b) a non-exclusive, non-transferable license to grant sublicenses in accordance with Section 3 under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory;
(c) a non-exclusive, non-transferable license to grant sublicenses in accordance with Section 3 under the AbbVie Patents to sell, offer to sell, or otherwise distribute Licensed Products to Non-Territory Eligible Purchasers solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; and
(d) a non-exclusive, non-transferable license to grant sublicenses in accordance with Section 3 under the AbbVie Patents to sell, offer to sell, or otherwise distribute Licensed Compounds solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory.
Form of Sublicense
2. License Grants
2.1 Subject to the other terms and conditions of this Agreement and the Licensor hereby grants to Licensee:
(a) a non–exclusive, non–transferable license under the Territory Patents to Exploit the Licensed Products in the Field and in the Territory;
(b) a non–exclusive, non–transferable license under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory;
(c) a non–exclusive, non–transferable license under the AbbVie Patents to sell, offer to sell, or otherwise distribute Licensed Products to Non–Territory Eligible Purchasers solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; and
(d) a non–exclusive, non–transferable license under the AbbVie Patents to sell, offer to sell, or otherwise distribute Licensed Compounds solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory.
6. Non–Diversion
6.1 Save as otherwise provided under this Agreement, Licensee shall not Exploit Licensed Product outside of the Field or outside of the Territory where such Exploitation would infringe an AbbVie Patent granted and in force. Save as otherwise provided under this Agreement, Licensee shall not Exploit Licensed Compounds except in the course of activities supporting the Exploitation of Licensed Product where such Exploitation of Licensed Compounds would infringe an AbbVie Patent granted and in force.
6.2 The Licensee shall not, directly or indirectly, sell or supply: (a) Licensed Products or Licensed Compounds to any Third Party that the Licensee knows, believes or ought reasonably to suspect will Commercialize Licensed Products or Licensed Compounds outside the Territory where such Commercialization would infringe an AbbVie Patent granted and in force; (b) Licensed Products or Licensed Compounds to any Third Party that the Licensee knows, believes or ought reasonably to suspect will Commercialize Licensed Products or Licensed Compounds outside the Field where such Commercialization would infringe an AbbVie Patent granted and in force; nor (c) Licensed Compounds to any Third Party that the Licensee knows, believes or ought reasonably to suspect will Commercialize the Licensed Compounds other than in a Licensed Product, where such Commercialization would infringe an AbbVie Patent granted and in force.
