Ocugen-BBIL, COVID-19 Vaccine (Covaxin), Co-development, Supply & Commercialization Agreement

Term & termination | Term of agreement

Annotations

This Co-development, Supply and Commercialization Agreement between Ocugen, Inc. and Bharat Biotech International Limited (“BBIL”) governs the parties’ co-development of BBIL’s Covaxin whole-viron inactivated vaccine candidate (“Product”) for the prevention of COVID-19 in humans (“Field”). The Product was approved for emergency use in India in January 2021. The Agreement is effective as of January 31, 2021.

Per the Agreement, BBIL and Ocugen will co-develop Covaxin primarily for the U.S. market. Each is responsible for one set of separate development activities and another set for which they are jointly responsible. BBIL will provide Ocugen with a supply of Covaxin, biological and other materials for the development stage of the project. In addition, BBIL will provide Ocugen with sufficient supplies of Covaxin to carry it through until technology transfers prepare Ocugen to handle commercial manufacture and sale on its own. At this point, Ocugen has the exclusive right to manufacture Covaxin for the U.S.

Each party has sole ownership of inventions or discoveries that it separately develops. IP in jointly-developed discoveries are jointly owned, and each party is generally free to exploit jointly-owned IP without the other’s agreement within its assigned territory, i.e., Ocugen in the U.S. (“Ocugen Territory”), and BBIL in the rest of the world (“BBIL Territory”). The Agreement includes licenses for background technology but does not affect ultimate ownership.

The details of the parties’ arrangements are often found in separate agreements, including a Development Plan, Development Supply Agreement, Commercial Supply Agreement, and a technology transfer agreement and/or materials transfer agreement.

The parties divide net profits on U.S. sales with 45% going to Ocugen and 55% to BBIL.

Provision Language

12. Term and Termination

12.1. Term. This Agreement, and the licenses granted hereunder, shall come into effect on the Effective Date and, unless terminated earlier in accordance with this Article XII, shall continue in force and effect for the commercial life of the Product (the “Term”).

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Ocugen-BBIL, COVID-19 Vaccine (Covaxin), Co-development, Supply & Commercialization Agreement

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Ocugen-BBIL, COVID-19 Vaccine (Covaxin), Co-development, Supply & Commercialization Agreement

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