Master Alliance Provisions Guide (MAPGuide)

Merck – MPP, Molnupiravir License Agreement

  • Business model | Governance

MSD-MPP Agreement

8. Miscellaneous

8.6 Dispute Resolution.

(a) The Parties agree that in the event of a dispute they shall first attempt in good faith to resolve such dispute. In the event that such dispute is not resolved on an informal basis, either Party may refer the dispute to the Executive Director of MPP, and to the Vice President, Human Health Virology of MSD or equivalent (together, the “Designated Officers”). If such dispute is not resolved by the Designated Officers within 30 days, the Parties shall submit such dispute to mediation in accordance with the WIPO Mediation Rules. In the event that the dispute remains outstanding after 60 days from the date when it was first discussed (in any manner) between the Parties, either Party may commence court proceedings. The foregoing however shall not prevent any person from seeking and obtaining injunctive relief at any time.

(b) Subject to paragraph (a) of this Section, the New York courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement) and the Parties submit to the exclusive jurisdiction of the New York courts.

(c) Without prejudice to the foregoing, nothing in this Agreement shall prevent or restrict MSD or its Affiliates from electing to bring proceedings in relation to patent infringement or from applying for injunctive relief in any country outside United States, to which election MPP hereby agrees.

Form of Sublicense Agreement

3. Development And Registration

[…]

3.5 The Parties agree to meet on a quarterly basis or as reasonably requested by the MPP, to review development and filing status and also regarding such reports concerning Products and/or Substance. MPP agrees that information contained in quarterly and other such reports shall be treated as Confidential Information; provided, however, that such information may be shared with MSD (with MSD treating such reports as Confidential Information); and that aggregated data may be publicly disclosed by MPP. Licensee shall, at its own expense and using its own resources, and using all due care in accordance with the prevailing standard of professional competence in a regulatory function in the pharmaceutical industry, obtain, maintain and operate in compliance with (a) the Key Approvals and (b) all other authorizations, licenses, permits, registrations, and regulations which may from time to time be required by any Agency for Licensee to import, manufacture, promote, and sell the Product in the Territory. Licensee will not sell Product in any country in the Territory prior to obtaining both local health Agency approval or authorization in the country where the Product is manufactured and/or local health Agency approval or authorization in the country in the Territory where the Product is sold and Commercialized. Licensee shall provide quarterly written reports to MPP notifying MPP about the registration process and providing MPP with any other information in this regard that MPP may reasonably require. Licensee shall not transfer, assign, or otherwise convey any of the authorizations, registrations, or permits related to the Product, as set forth above in this Section, to any Affiliate without the prior written notice to MPP and MSD.

12. Miscellaneous

12.7 Dispute Resolution.

(a) The Parties agree that in the event of a dispute they shall first attempt in good faith to resolve such dispute. In the even that such dispute is not resolved on an informal basis, either Party may refer the dispute to the Executive Director of the MPP, and to _________________________________of the Licensee (together, the Designated Officers). If such dispute is not resolved by the Designated Officers within 30 days, the Parties shall submit such dispute to mediation in accordance with the WIPO Mediation Rules. In the event that the dispute remains outstanding after 60 days from the date when it was first discussed (in any manner) between the Parties, either Party may commence court proceedings. The foregoing however shall not prevent any person from seeking and obtaining injunctive relief at any time.

(b) Subject to paragraph (a) of this Section, the New York courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement) and the Parties submit to the exclusive jurisdiction of the New York courts.

(c) Without prejudice to the foregoing, nothing in this Agreement shall prevent or restrict MPP or MSD from electing to bring proceedings in relation to patent infringement or from applying for injunctive relief in any country outside the United States, to which election MPP and the Licensee hereby agrees.