Master Alliance Provisions Guide (MAPGuide)

Novavax – Serum Institute of India, COVID-19 Vaccine Supply and License Agreement

  • Term & termination | Effect of termination

13. Term and Termination

13.3 Effects of Expiration and Termination by SIIPL for Cause.

a. Upon expiration of this Agreement on a country-by-country basis in accordance with Section 13.1, Novavax hereby grants and agrees to grant to SIIPL a fully-paid, nonexclusive, royalty-free license under its Intellectual Property Rights in the Vaccine Components and/or Licensed Know-How[1] (as they exist upon such expiration) to Manufacture and Commercialize the Product in any such country in the SIIPL Territory.

b. Upon early termination of this Agreement by SIIPL for a (i) material breach by Novavax in accordance with Section 13.2.a. or (ii) Bankruptcy of Novavax in accordance with Section 13.2.b., Novavax hereby grants and agrees to grant to SIIPL a non-exclusive, royalty bearing (as described in the last sentence of this Section 13.3) license under its Intellectual Property Rights in the Vaccine Components and/or Licensed Know-How (as they exist upon such termination) to Manufacture and Commercialize the Product in the SIIPL Territory for the remainder of what would have been the Term on a country-by-country basis if this Agreement were not terminated under Section 13.3; provided that in the event of bankruptcy SIIPL shall reasonably insure that the then existing economic arrangements will be paid to Novavax, or its successor in bankruptcy as the case may be, to the extent reasonably feasible for SIIPL to do so. In the event of such termination, SIIPL shall pay a royalty in an amount equal to [***].

13.4 Survival. In the event of any termination or expiration of this Agreement, each of the provisions of ARTICLE 4, Section 6.2 (Covenant Not to Sue), ARTICLE 8 (Records and Reports of Books of Accounts, Section 9.1 (Ownership of Intellectual Property Rights), ARTICLE 11 (Indemnification; Insurance; Liability), ARTICLE 12 (Confidential Information), Section 13.3 (Effects of Termination by SIIPL for Cause)(in which case, Article 7 and 8 shall also survive), Section 13.4. (Survival), ARTICLE 14 (General Provisions), and Appendix A will survive termination or expiration of this Agreement and continue to be enforceable. In no event will termination of this Agreement release either Party from any accrued obligation, including SIIPL’s obligation to pay any amounts that became due on or before the effective date of termination.

[1]Licensed Know-How” means all Know-How that is Controlled by Novavax or its Affiliates as of the Effective Date in relation to the Vaccine Components and which is necessary for the Development, Manufacture or Commercialization of Product.