MPP – University of Liverpool, Solid Drug Nanoparticle Technology License Agreement

Provision Language

<p><em><strong>Definitionsstrong>em>p>
<p>&#8220;<strong>Net Salesstrong>&#8221; means the invoiced price of a Licensed Product sold at arm&#8217;s length, or where the sale is not at arm&#8217;s length, the price that would have been invoiced if the sale had been at arm&#8217;s length, after deducting, to the extent not already deducted from the gross amount invoiced or otherwise charged, reasonable and bona fide:p>
<ul>
<li>normal trade discounts, returns, expiries, rejects, destroyed stock and credits actually given; andli>
<li>the costs of carriage, insurance, freight and packaging if invoiced separately to the customer; andli>
<li>VAT, import duties and sales taxes actually paid by Commercialisation Partners; andli>
<li>Free samples for promotional purposes with quantities in accordance with usual practices.li>
ul>
<p><span style=”text–decoration: underline;”><strong>7. Royaltiesstrong>span>p>
<p>MPP will require that the Commercialisation Partners will pay royalties over Net Sales of Licensed Products directly to University on a country–by–country basis starting from the date of the first commercial sale of Licensed Products in the Territory. Royalties will be paid as described below:p>
<p>(i) Royalty–free where the supply of licensed products is to any Group 1 country for use solely in that country; andp>
<p>(ii) Royalty–free where the supply of licensed products is to Group 2 countries and for use solely in that country and where the licensed products are sold to the public sector in that country; andp>
<p>(iii) In Group 2 countries where there is a valid issued licensed patent in the country of manufacture or sale, a royalty equal to 1% of the net sales value of licensed products where the licensed products are sold in the private sector; andp>
<p>(iv) In Group 3 countries where there is a valid issued licensed patent in the country of manufacture or sale, a royalty equal to 1.75% of the Net Sales value of licensed product.p>
<p>(v) Notwithstanding the above, no royalties will be owed on specific formulations labeled for the prevention and treatment of pediatric HIV (including the prevention of mother–to–child transmission).p>
<p>[<em>Note: Group 1 countries include low–income countries, least developed countries and all countries in sub–Saharan Africa. Group 2 countries include lower–middle income countries that are not in sub–Saharan Africa and are not least developed countries. Group 3 countries include upper–middle income countries that are not in sub–Saharan Africa and not least developed countries. See agreement Schedule 3 for the list of countries included in the Territory.em>]p>
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