Main Body. Dates and Parties The date and details of the parties at the beginning of the DSA must be completed. The date should be added by hand once the DSA has been signed by all parties to the DSA. The DSA has been drafted on the basis that all of the parties to the Primary Care Network Agreement will also be party to this Agreement. If there are more (or fewer) than four members of the Network Agreement, adapt the descriptions of the parties accordingly. If not all of the parties to the DSA are to be members of the Network Agreement, references to the Network Agreement in the DSA should be considered and amended accordingly. Clause 1 Definitions and Interpretation The definition of “Commencement Date” can be amended as required. This is the date on which the DSA will commence. The date of the Network Agreement should also be added to the definition of “Primary Care Network Agreement”. Optional definitions have been added for the terms “Exit Date”, “Exiting Party” and “Remaining Parties”, which can be used in relation to clauses 8 and 9 and are used in the optional wording in clause 10 if applicable. Clause 1.10 permits the service of written notices by email. This can be removed if required (and if so, references to email in clause 14 should also be removed).
Main Body. The main body of the CPA begins with a standard explanation of intent and definition of terms. It provides for a grant of license with terminology that is broad enough to cover changes in technology over time. The grant of license states, “Content Provider hereby grants to Custodians a paid-up, non-exclusive, world-wide, transferable license to reproduce, prepare derivative works of, distribute, perform publicly, display publicly, digitally transmit and otherwise use the Licensed Materials at no cost in any media now known or hereinafter created in accordance with the terms of the Agreement.” The NGDA does not intend to function as a dark archive, hence the wording allowing for the public display and performance of the materials. The content provider agrees to provide the node with one copy of the content, which may, but does not have to be, shared with other nodes in the NGDA for preservation purposes. A clause in the Agreement allows the collecting node to remove the materials for any reason from its archive given it provides written notice to the depositor. Materials that are found to be in violation of copyright must be removed within 48 hours from any hosting node and returned or destroyed within 15 days of the receipt of the request.
Main Body. Part A of the main body of this MPA sets forth the terms and conditions common to all PSAs. Part B of the main body of this MPA sets forth the terms and conditions for design and development and the purchase of Prototypes and Preproduction Units. Part C of the main body of this MPA sets forth the terms and conditions for manufacture, purchase and sale of Production Units. The following exhibits (“Exhibits”) are attached to this MPA and incorporated herein and are applicable as described in each Exhibit: Do Not Duplicate Without Permission 9 Master Program Agreement XC/FX Confidential Signature Version Controlled Distribution
Main Body. It includes the Contract’s essential principles and the elements that regulate the relations between the Parties. CONFIDENTIAL TREATMENT REQUESTED WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH “***”
Main Body. Development and Supply Agreement, including at least the terms and conditions attached as Schedule C hereto, and a Quality Agreement, to be both entered into by the Parties within [***] from the Effective Date. For the avoidance of doubt, Biontech’s obligation under this Section 3.3.1 shall apply only to the first clinical batch for the first Phase I Clinical Trial for each Licensed Product; for any further clinical batches, the commercial terms set forth in Section 3.3.2 below shall apply mutatis mutandis.
Main Body. 4.1.1 The Parties shall without undue delay after Biontech having exercised the option pursuant to Section 4.1 in good faith negotiate a Development agreement setting forth the Development work to be performed by each Party, as well as budgets, timelines, allocation of FTEs, governance, subcontracting and other relevant items. Each such Development agreement shall include provisions pursuant to which Sanofi shall have final decision on any Development matters relating to Biontech Option Products;
Main Body. Affiliates may not Commercialize a Biontech Non-Field Mixture or enter into any arrangement with any Third Party to Commercialize a Biontech Non-Field Mixture without having first complied with the provisions of this Section 4.2.2. Any such option shall be exercised by Sanofi in writing within [***] upon Sanofi’s receipt of Biontech’s respective notice as indicated in (a) and (b) above. Subject to the provisions of Section 4.6 below, Biontech shall be free to conduct Development or Commercialization of any Biontech Non-Field Mixture without any further option rights of Sanofi after Sanofi has finally declined or failed to exercise its two- step option according to the foregoing terms and conditions.
Main Body. (b) The Party having responsibility and final decision-making with respect to Development of a Sanofi Option Product shall own all clinical data generated in the co-Development of that Sanofi Option Products, and shall grant the other Party the right to access, use and reference such clinical data to the extent necessary or useful for the Development or Commercialization of any Licensed Product, Discarded Mixture or Option Product.
Main Body. 9.2.5 Neither Biontech, nor any person(s) who have performed work related to the Biontech Background Technology on behalf of Biontech, is or has been debarred or, to Biontech’s knowledge, has engaged in any conduct that has resulted, or would reasonably be expected to result, in such debarment under Applicable Law. No actions that would reasonably be expected to result in such debarment are pending or threatened against Biontech or any person(s) who have performed work related to the Biontech Background Technology on behalf of Biontech and, to Biontech’s knowledge, there are no facts that could reasonably give rise to such an action.
Main Body. Amend Article 10.1
