Master Alliance Provisions Guide (MAPGuide)

MPP License Agreement with AbbVie (LPV r)

  • IP ownership & licensing | Use of background IP

2. License Grants

2.1 Subject to 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. [“Field” is defined as pediatric treatment or prevention of HIV. “Territory” refers to the countries set forth in exhibit A.]

(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 the 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 the 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 the Licensed Products in the Field and in the Territory.

2.2 MPP agrees that it will not itself Exploit the AbbVie Patents in any manner. The licenses granted hereunder do not include any license or other right to use and AbbVie trademark, trade name, logo or service mark (each, an “AbbVie Mark“) or any word, logo or any expression that is similar to or alludes to an AbbVie Mark.

2.3 Nothing in this Agreement shall be construed to prevent Sublicensees from engaging in any activities where such activities would not infringe and AbbVie Patent granted and in force included, without limitation, where a country has issued a compulsory license on AbbVie Patent(s).

2.4 AbbVie shall provide , upon MPP’s request, a Sublicensee with NCE Exclusivity or other regulatory exclusivity waivers to the extent required by the applicable regulatory authorities in order to manufacture or sell Licensed Product(s) in the Territory in accordance with the terms of the Sublicense.

2.5 Except as expressly set forth in this Agreement, AbbVie does not grant any license to MPP under any of its intellectual property rights (including, without limitation, AbbVie Patents or rights to any proprietary compounds or drug substances other than the Licensed Compounds). Nothing in this agreement obligates AbbVie to provide to MPP or any Sublicensee any information related to the composition or formulation of, or the method of making or using, the Licensed Compounds or Licensed Products.

2.6 Notwithstanding anything to the contrary herein, MPP acknowledges and agrees that the license granted under this Section 2 is granted solely under and with respect to AbbVie Patents for the purposes of supplying Licensed Compounds and Licensed Products for ultimate use in Licensed Products used in the Field and in the Territory. Nothing in this Agreement will be construed as granting MPP or a Sublicensee any rights under any patents, know-how, or otherwise to use or sell the Licensed Product for ultimate use outside of the Field or outside of the Territory.