License Triggers. (i) If a Charitability Default is not cured by the end of the Cure Period or Extended Cure Period, effective immediately, Company hereby grants a non-exclusive, irrevocable, perpetual, sublicenseable, royalty-free and fully-paid up, worldwide (subject to Section 6(c)(ii) below) license to the Foundation to all intellectual property, technology, know-how, and information owned, controlled or used (subject to reasonably sublicensability by third party licensor(s)) by the Company at the time of such Charitability Default that are necessary or useful to research, develop, make, have made, offer-for-sale, sell, import, export, distribute or use the Product, such license solely to research, develop, make, have made, offer-for-sale, sell, import, export, distribute or use Product for Maternal Immunization intended for the benefit of people in Developing Countries (“Global Access License”). Upon a Global Access License, Company may reasonably seek to assign any and all such intellectual property rights, including third-party licenses, to the Foundation or the Foundation’s licensee as appropriate, and the Foundation will reasonably work with the Company to accept such assignment.
(ii) The Parties agree and acknowledge that in order to achieve Global Access and make the Product available and accessible in Developing Countries, certain activities may be required to occur in one or more Developed Countries, such as manufacture, distribution, or sale (such as to an entity procuring Product for use in Developing Countries). For example, the manufacture of Product (intended for use in Developing Countries) may occur in a Developed Country. Similarly, certain aspects of the distribution or supply chain may occur in (or pass through) one or more Developed Countries, e.g. the Product may be transported through a Developed Country en route to the final destination of the Product in a Developing Country. Similarly, the procurement entities which may purchase Product (for or on behalf of a Developing Country) may be located in a Developed Country or the sales transactions related thereto may occur in a Developed Country, even though the final destination of the Product is a Developing Country. Accordingly, the Global Access License hereunder is intended to permit such Developed Country activities which are incidental or necessary to making the Product available and accessible in Developing Countries.
(iii) The provisions of this Section will survive the Term, Extended Term or ...
License Triggers. Notwithstanding the forgoing license grants, the Foundation shall only exercise its rights under the license (including its sublicensing rights) during the pendency of the occurrence of at least one of the following, and, in any event, not prior to the end of the [***] period set forth in the last paragraph of this Section 3(f)(ii) (each a “License Trigger”):
(A) a Charitability Default;
(B) the Company either: (i) indicates in writing that it is unwilling or unable to commence, proceed, or continue with development of the HIV Vaccine Product, TB Vaccine Product, Vaccinal Antibody Product, or any other Global Health Project previously agreed to by the Company, or (ii) fails to commence, proceed, or continue with development of the HIV Vaccine Product, TB Vaccine Product, Vaccinal Antibody Product, or such other Global Health Project within [***] of receipt of a written notice from the Foundation [***]. For the avoidance of doubt, a License Trigger shall not be deemed to have occurred pursuant to this Section 3(f)(ii)(B) if the HIV Vaccine Program, the TB Vaccine Program, the Vaccinal Antibody Development Program, or any other Global Health Project is [***]; or
(C) the Company institutes any bankruptcy, insolvency, reorganization for the benefit of creditors, dissolution, liquidation, or similar proceeding relating to it under the laws of any jurisdiction or any such proceeding is instituted against the Company. If either the Foundation or the Company becomes aware of a License Trigger, it will promptly notify the other party in writing of the occurrence of a License Trigger, setting forth in reasonable detail the reasons therefor. If the Company disputes the Foundation’s belief that a License Trigger has occurred, the Company and the Foundation will [***], after which time, such dispute will be decided in accordance with the dispute resolution procedure described in Section 17 herein. If the parties have not resolved such dispute prior to the end of the License Negotiation Period, then during the pendency of the dispute resolution procedure described in Section 17 herein, the Foundation may exercise the license pursuant to Section 3(f)(i) and the Company will enable the Foundation to do so pursuant to Section 3(h) (and the dispute resolution procedure shall continue notwithstanding the exercise of such license grant), provided that: [***]; (y) until such time as the dispute is finally decided against the Company pursuant to the dispute resolution procedure...
