Provision Language
Definitions
“Licensed Know-how” means all proprietary know-how and other technical knowledge relating to the Material, as further described in Schedule 2 hereto.
“Licensed Technology” means the Material and Licensed Know-how, whether unpatented, or patented before or after the Effective Date.
“Material” means the materials owned or controlled by the University, as further described in Schedule 2 hereto.
2. SCOPE OF THE GRANT
Subject to the terms and conditions of this Agreement, the University hereby grants a worldwide, nonexclusive, non-transferable, licence to MPP, under the Licensed Technology, to grant sublicences to Sublicensees selected by WHO and MPP to:
i. Develop, or have developed, the Licensed Technology into Products in the Field, and
ii. Make, have made, use, Commercialize, export or import the Products exclusively for ultimate use in the Field.
4. TERRITORIAL SCOPE
The license under this Agreement is granted worldwide.
8. ASSIGNMENT AND SUBLICENSES
[…]
8.2. Licenses and sublicenses. MPP and the University will discuss and agree upon the identities of interested and suitable Third Parties to whom MPP shall grant sublicences for the purposes of fabricating and/or commercialising the Product. Due to the existing obligations of the University prior to or at the Effective Date, the Sublicensee shall not be a commercial entity either incorporated or manufacturing the Product(s) in Chile. MPP will require in the sublicences that sublicensee(s) use commercially reasonable efforts to ensure that the Product(s) be made available in LMICs at affordable pricing. Other conditions for these sublicences will be previously agreed between the University and MPP.
10. CONSIDERATIONS AND FOLLOW-UP REPORTS
As consideration for the rights conveyed by the University under this Agreement, MPP shall use reasonable efforts during a reasonable amount of time, but at least during two (2) years from the Effective Date, to sublicense the rights to develop, use and Commercialize the Licensed Technology to companies interested to manufacture and/or Commercialise the Product. MPP will keep the University regularly informed of the progress in the search for sublicensees.
Schedule 2: Licensed Technology
A. Materials:
If any additional quantity of the Materials is requested by the Sublicensee, the University shall provide and deliver it to the Sublicensee within sixty (60) days from the confirmation of its researchers’ availability of these additional Materials. All related costs, including preparation (at manufacturing cost) and shipping of the additional Materials, shall be reimbursed by the Sublicensee.
B. Licensed Know-how:
Transfer of the Licenced Know-how will consist of the following items:
- Documentation: all relevant documentation related to design transfer and manufacturing processes will be shared by the University.
- Technical support:
- Plant visits and training: training of Sublicensee technical engineers, at, as the case may be, the Sublicensee’s facilities or the University’s partners’ facilities that are developing or using the licensed process and/or making and selling the Product. Scope of the training, training schedule to be determined between the Parties and the Sublicensee(s)
- Direct assistance: qualified and experienced professional from or on behalf of the University to advise the Sublicensee on the use of Licenced Know-how for manufacture of the Products.
- Consultation: Sublicensee shall have the right to contact the University by mail or telephone through representatives appointed by each party in relation to the use of Licenced Know-how, including without limitation for any quality and regulatory questions.
- Timeline: each transfer shall be performed within sixty (60) days from MPP’s request, directly to the Sublicensee.