“Licensed Know-How” means all Know–How that is Controlled by Novavax or its Affiliates as of the Effective Date in relation to the (a) Vaccine Components and (b) Manufacture of the Drug Substance, including any biological materials to be mutually agreed by the Parties , and which is necessary for the Development, Manufacture or Commercialization of Product.
“Novavax Improvements” shall mean and include all Know-How related to the Vaccine Components invented or developed solely by either Party or jointly by both Parties during the Term in the performance of this Agreement.
“SIIPL Improvements” shall mean and include all Know-How, invented or developed during the Term (a) by SIIPL during the formulation, Manufacture, Development and further Commercialization of the Product or (b) solely by SIPPL during the Manufacture of the Drug Substance; provided in no case shall SIIPL Improvements include Novavax Improvements. ”
Novavax has developed and is the exclusive owner of NVX-CoV2373 (“Drug Substance”) and Matrix-MTM (“Adjuvant”) which are collectively referred to as the (“Vaccine Components”)
9. Intellectual Property
9.1 Ownership of Intellectual Property Rights [amended]
a. Subject to Sections 9.1(c) and 9.1(d), all proprietary rights, including any and all Intellectual Property Rights in the Product shall be exclusively owned and Controlled by and, shall remain exclusive property of SIIPL.
b. All proprietary rights, including any Intellectual Property Rights, in the [***] shall be exclusively owned and Controlled by [***].
c. All proprietary rights, including any Intellectual Property Rights, in the [***] shall be exclusively owned and Controlled by [***].
d. Nothing herein will affect the Parties’ respective ownership of any Intellectual Property Rights or Know-How (i) existing and Controlled by such Party as on the Effective Date of the Agreement or (ii) was developed or obtained by or on behalf of such Party independent of this Agreement, and without reliance upon the Confidential Information of the other Party (“Background IP”). For the sake of clarity all Intellectual Property Rights in relation to the Vaccine Components and the Licensed Know-How, shall be the exclusive proprietary concern of Novavax.
e. Inventorship of SIIPL Improvements pertaining to Drug Substance shall be determined in accordance with U.S. patent laws, and ownership shall follow inventorship. Novavax shall [***] disclose in writing to SIIPL of any Novavax Improvements to the Vaccine Components conceived, developed or reduced to practice during the Term. SIIPL shall [***] disclose in writing to Novavax of any SIIPL Improvements conceived, developed or reduced to practice during the Term.