Monitoring of public healthcare benefit. In order to assist Wellcome in monitoring the public healthcare benefit derived from Wellcome funding, for the duration of exploitation of [Products] [in the Field] and regardless of whether Wellcome has converted the Loan or been repaid, the Company shall report annually to Wellcome at the end of its financial year (or where the Company is exploiting the Project IPRs and/or [Products] [in the Field] via third parties, procure that such third parties report annually to Wellcome) [the number of [doses of] [Products] [in the Field] sold, supplied or made available for distribution globally and in each country [where infections in the Field are endemic] [insert suitable metrics for measurement of outcomes and outputs of the funded Project to enable Wellcome to measure and track results]].16 Wellcome exploitation rights. If: the Company and/or any third party materially breaches the Company Diligence Obligations; and/or any Project IPRs or [Products] [in the Field] remain unexploited or not further developed by the Company and/or their licensees in any country [where infections in the Field are endemic] within [five (5) years] following completion of the Project; Wellcome shall have the option in its sole discretion by giving written notice to the Company to take responsibility on behalf of the Company for the development and exploitation of such Project IPRs [and Products] [in respect of any disease indication] [in the Field] [in the relevant countries] [in any country], which includes discretion to make any and all decisions (in consultation with the Company) regarding the negotiation, acceptance and conclusion of terms for any agreement regarding the development and exploitation of the Project IPRs [and Products] [in respect of that disease indication] [in the Field] (including development and exploitation by way of licence, sale, assignment, materials transfer or other transfer of rights), as well as any transaction which involves placing such unexploited Project IPRs into a separate corporate vehicle) [in that country] [in relevant countries]. If Wellcome exercises its right to exploit on behalf of the Company under Clause 14.4: within [three (3) months] of receipt of Wellcome’s written notice exercising its right to exploit, the Company shall: license or assign (in good faith and on a sublicensable basis and on the financial terms set out at Clause 14.9) the Project IPRs [and Products] [in respect of any disease indication] [in the Field] [in the relevan...
Monitoring of public healthcare benefit. In order to assist Wellcome in monitoring the public healthcare benefit derived from Wellcome funding, until the seventh (7th) anniversary of the date of first commercial sale of a Product in the Field anywhere in the world, regardless of whether Wellcome has converted the Loan or been repaid, the Company shall provide annually to Wellcome at the end of its financial year (or where the Company is exploiting the Project IPRs and/or Products in the Field via third parties, procure that such third parties provide annually to Wellcome) a summary, together with supporting data, of the efforts being taken to provide equitable access to the Product in the Field. This summary shall include the number of Products in the Field (including doses if applicable) sold, supplied or made available for distribution globally and in each country.
