Scope of the Grant. In accepting the Award, Participant acknowledges that he/she:
(i) is an employee of the Company, (ii) is an employee of any Participating Company in which the Company directly holds at least 10% of the share capital; and/or (iii) holds a corporate directorship position in the Company; and
b. the grant of the Award, and the issue and allotment of underlying shares of Stock subject to the Award does not result in Participant holding more than 10% of the aggregate share capital of the Company.
Scope of the Grant. 2.1. Subject to the terms and conditions of this Agreement, MPP hereby grants a worldwide, non- exclusive, non-transferable, licence to the Sublicensee to use the Licensed Technology, to:
i. Develop, or have developed Products in the Field, and
ii. Make and have made, use, Commercialise, export or import the Products exclusively for ultimate use in the Field.
2.2. No rights are hereby granted for the Additional Technologies, as defined in the Medigen-MPP Agreement, and the Sublicensee will require the prior written approval of each owner.
2.3. The Sublicensee shall ensure that the Products are made available worldwide at affordable pricing.
Scope of the Grant. 2.1. Subject to the terms and conditions of this Agreement, MPP hereby grants a worldwide, non- exclusive, non-transferable, licence to the Sublicensee, under the Licensed Technology, to:
a) Develop, or have developed, the Licensed Technology into Products in the Field, and
b) make, have made, use, Commercialize, export or import the Products exclusively for ultimate use in the Field.
2.2. The Sublicensee shall ensure that the Products are made available in LMICs at affordable pricing.
Scope of the Grant. Subject to the terms and conditions of this Agreement, the University hereby grants a worldwide, non- exclusive, 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.
Scope of the Grant. 2.1 Upon the terms and subject to the conditions set out in this Agreement, Licensor hereby grants to the MPP, and the MPP hereby accepts, an exclusive (even as to Licensor), sublicensable, royalty-free, fully-paid license to develop, make, have made, use, file for regulatory approval, sell, offer to sell, import and export Licensed Products in the Field in the Territory.
2.2 For avoidance of doubt, nothing in this Agreement shall be construed to prevent MPP or its Sublicensees from engaging in any activities inside or outside the Territory where such activities would not infringe a valid claim of a Patent granted and in force.
2.3 MPP acknowledges that Patents may be jointly owned by Licensor and a third party and that said third party may be responsible for prosecuting and maintaining Patents. In the event that Licensor learns that said third party has elected not to prosecute or maintain one or more of the Patent, Licensor shall provide MPP with written notice of that fact and the Parties will discuss in good faith as to whether Licensor should assume responsibility to prosecute and maintain such Patents and transfer such responsibilities to MPP or any of its Sublicensees.
Scope of the Grant. 2.1 Subject to the terms and conditions of this Agreement, SDB hereby grants a non-exclusive, non- transferable licence to MPP, under the Licensed Technology, to grant sublicences to Sublicensees jointly selected by both MPP and WHO C-TAP to:
a) Develop, or have developed, the Licensed Technology into Products in the Field in the Territory.
b) Make, have made, use, Commercialize, export or import the Products exclusively for ultimate use in the Field in the Territory; and
c) sell the Product outside of the Territory for the sole purpose of supply for use in in the Territory and in the Field.
2.2 For the avoidance of doubt, nothing in this Agreement or the sublicense agreement(s) shall be construed to prevent Sublicensees from engaging in activities inside or outside the Territory where such activities would not (a) infringe the Patent Rights; (b) use or misappropriate Licensed Know- How.
Scope of the Grant. Subject to the terms and conditions of this Agreement, MEDIGEN hereby grants a worldwide, non- exclusive, non-transferable, license to MPP to grant sublicences to sublicensees mutually selected by MPP and WHO C-TAP to use the Licenced Technology to:
i. Develop, or have developed, Products in the Field, and
ii. Make and have made, use, Commercialise, export or import the Products exclusively for ultimate use in the Field. No rights are hereby granted for the Additional Technologies and the Sublicensees will require the prior written approval of each owner thereof. The entering into of each Sublicense hereunder shall require the prior written approval of MEDIGEN, which shall not be unreasonably withheld or delayed. MPP shall not agree to any amendment or modification of any Sublicence or waive any obligation of the Sublicensee thereunder without the prior written consent of MEDIGEN, which shall not be unreasonably withheld or delayed.
Scope of the Grant. 2.1 Subject to the terms and conditions of this Agreement, and to the extent to which Licensor has a right to grant a licence in respect of Licensed Patent Rights, Licensor hereby grants to Licensee a royalty-free, non-exclusive, non-sublicensable, non- transferable licence under the Licensed Patent Rights to:
(a) make and have made the Licensed Compound anywhere in the world solely for the purpose of making the Licensed Product for sale within the scope of Section 2.1(d), provided that the Licensed Compound is made in a facility that has been approved by a Stringent Regulatory Authority (SRA) or prequalified by the World Health Organization;
(b) to use, sell, or have sold, export and import the Licensed Compound anywhere in the world solely for the purpose of making the Licensed Product for sale within the scope of Section 2.1(d); provided that any sale or other transfer of the Licensed Compound must be to a Sublicensee under the Merck-MPP Agreement;
(c) to make and have made the Licensed Product anywhere in the world for sale within the scope of Section 2.1(d), provided that Licensed Product is made in a facility that has been approved by a SRA or prequalified by the World Health Organization; and
(d) to use, sell, have sold, export and import the Licensed Product solely for use in the Field in the Territory, provided that the Licensed Product may only be sold if the specific formulation and dosage of such Licensed Product has been recommended for pediatric use by the World Health Organization and the United States Department of Health and Human Services, or if Merck, MPP and the Licensee reasonably agree that adequate clinical data exists to support the safety and efficacy of the specific formulation and dosage of such Licensed Product for pediatric use.
2.2 The licenses granted hereunder do not include any licence or other right to use any trademark, trade name, logo or service xxxx registered or used by Merck or any Merck Affiliate (each, an “Xxxxx Xxxx”) or any word, logo or any expression that is similar to or alludes to any Xxxxx Xxxx, and Licensee shall not register, appropriate or otherwise use any Xxxxx Xxxx in connection with the sale, distribution, promotion or marketing of the Products in the Territory. A complete description and sample of any trademark, label or artwork which Licensee proposes to use in connection with the sale of the Licensed Products in the Territory shall be submitted to Merck for written approval prior to use. Such appro...
Scope of the Grant. 2.1 Upon the terms and subject to the conditions set out in this Agreement, MPP hereby grants to the Licensee, and the Licensee hereby accepts, a non-exclusive, non- sublicensable, non-transferable royalty-free, fully-paid license under the Licensed IP to develop, make, have made, use, file for regulatory approval, sell, have sold, offer to sell, import, export and otherwise exploit Licensed Products in the Field in the Territory.
2.2 For avoidance of doubt, nothing in this Agreement shall be construed to prevent Licensee from engaging in any activities inside or outside the Territory where such activities would not infringe a valid claim of a Patent Right granted and in force or use the Know-How.
2.3 At the request of Licensee, MPP shall negotiate in good faith to promptly enter into license or other agreements under which it would grant royalty-free, fully paid sublicenses under the Licensed IP to collaborators, contractors, or others involved in the development, manufacture, or commercialization of the Licensed Product with the Licensee, on terms substantially similar to this Agreement.
Scope of the Grant
