5. Ownership of Project Results; Intellectual Property
5.1. Background IP. Awardee shall retain ownership of its intellectual property existing as of the Effective Date, or developed or acquired independently of the Project during the term of this Agreement (“Awardee Background IP”) and licenses to third party intellectual property secured prior to the Effective Date [***] (“Third Party Background IP” which, along with Awardee Background IP, shall be referred to as “Background IP”), and nothing in this Agreement shall be deemed to assign any ownership in, or grant a license to, CEPI with respect to such Background IP; except for the limited license rights otherwise expressly provided herein for the Public Health License.
5.2 Ownership of Project Results. Awardee shall own the rights to Project Results.
5.3 Ownership of Intellectual Property. Awardee shall own all Intellectual Property. Upon request [***] Awardee shall update CEPI regarding the status of Intellectual Property rights sought and obtained. Awardee shall have the right, but not the obligation, to seek IP protection at its own cost.
5.4. Third Party IP. The Parties shall notify each other [***] regarding any third party IP they become aware of that might impact Awardee’s ability to perform its obligations under this Agreement and activities contemplated under the Project Continuity Plan and Equitable Access Plan. The Parties shall cooperate in good faith to resolve any such matters.
13. Project Continuity
13.4. Public Health License. Subject to the terms of this Agreement, Awardee hereby grants a worldwide and royalty free Public Health License to CEPI, on the condition that CEPI may only exercise the rights granted under the Public Health License in the event that:
(a) CEPI is not in material breach of its obligations under this Agreement;
(b) the Project Vaccine has achieved licensure with at least one regulatory body (including but not limited to emergency licensure); and
(c) one or more of the triggers set out in Clause 13.5 has occurred.
CEPI shall be entitled to sublicense Project Results, Enabling IP and Background IP included in the Public Health License in accordance with this Clause 13. Each sublicense shall be in writing and CEPI shall require that each sublicensee complies with the terms of the Public Health License, and if receiving a sublicense to Third Party Background IP, also complies with the terms of the Third Party Background IP license agreement. If a license to Third Party Background IP does not permit further sublicensing by CEPI, Awardee agrees to directly grant CEPI’s designee a sublicense consistent with the Public Health License, provided such third party designee agrees to comply with the terms of the Third Party Background IP license agreement, including, without limitation, any payment of sublicense fees attributable to such sublicense grant. CEPI will remain responsible and liable for the performance of sublicenses under such sublicensed rights to the same extent as if such activities were conducted by CEPI.