Master Alliance Provisions Guide (MAPGuide)

Wellcome Trust – Alto Neuroscience, Bipolar Depression Therapeutic Convertible Loan Agreement

  • Equitable access | Access plans & principles

14. PROJECT IPRS: EXPLOITATION

14.1 Company diligence obligations. The Company agrees to use Reasonable Efforts to further develop and exploit the Product in the Field either itself or with or through third parties, in accordance with the Wellcome Policies, and shall use Reasonable Efforts to take into account (and cause any sublicensee to take into account) Wellcome’s approach to equitable access to healthcare interventions (see https://wellcome.ac.uk/wellcomes-approach-equitable-access-healthcare interventions). The Company shall:

(a) Within six (6) months of completion of the Project provide to Wellcome a development plan for the Product in the Field, including details of any further clinical trials that may be required; and thereafter use Reasonable Efforts to deliver that development plan until the first commercial sale of a Product in the Field anywhere in the world.

(b) Within six (6) months of making an application for marketing approval for the Product in the Field for the commercialization of the Product in the Field, provide to Wellcome a marketing plan setting out the planned activities to make the Product in the Field available to end users reflecting Wellcome Policies, and shall consider in good faith Wellcome’s comments thereto, which plan may include an appropriate and proportionate global access plan that covers registration targets, plans to meet demand, flexible approaches to IPRs and other strategies that reflect ability to pay in particular countries and populations and ensure that economic barriers to access to Products in the Field are low, and thereafter use Reasonable Efforts to deliver that the marketing plan until the seventh (7 ) anniversary of the date of first commercial sale of a Product in the Field anywhere in the world.

(together, the “Company Diligence Obligations”).