Granting of Rights. 5.1 Subject to all other terms and conditions of this Agreement, Alvotech grants to ADVANZ, its Affiliates and appointed sublicensees and subcontractors an exclusive, subject to Clauses 5.2 and 29.2, licence under all Know-How and IPR as developed or owned by or licensed to Alvotech and any of its Affiliates for each Product and necessary or useful for ADVANZ: (a) to use the Dossier to obtain, either in its own name, or in the name of an Affiliate, and maintain [***] MAs for the Product in each country of the Territory; (b) to market, promote, sell and distribute the Product in the Territory; and (c) to perform its obligations under this Agreement. 5.2 Subject to all other terms and conditions of this Agreement, the exclusivity granted in Clause 5.1 shall continue separately for each Product so long as ADVANZ and its Affiliates are taking supplies of such Product, and Alvotech (or any of its Affiliates) continue to supply such Products, in accordance with the terms of this Agreement. At all other times, for the Product concerned, this Agreement shall be non-exclusive. 5.3 For the avoidance of doubt, and without prejudice to the rights for ADVANZ to use the Dossier for the purposes of, and as set out in, this Clause 5, it is acknowledged that, as between the parties, Alvotech retains full ownership of all and any IPR in respect of all Products and the Dossiers, excluding (for the avoidance of doubt) any ADVANZ trademark used for selling, promoting, marketing and/or distributing the Products in the Territory and any IPR generated by or on behalf of ADVANZ pursuant to Clauses 10.3 and 10.4. 5.4 If Alvotech (or any of its Affiliates) successfully develop (or have developed or take under licence) a Line Extension, Alvotech shall give written notice to ADVANZ offering to include such Line Extension as an additional presentation of the applicable Product within the scope of this Agreement for the Territory and having the same exclusive rights as available for such Product under this Agreement (“Offer Notice”). The Offer Notice shall include all reasonably necessary technical details, and the proposed floor price for the Line Extension. The Offer Notice may include a proposal for consideration by way of a capital sum and/or royalty for any Line Extension. Alvotech shall ensure that the floor price offered for any Line Extension specifically mentioned in the relevant Product Schedule is based, in all material respects, [***]. ADVANZ shall have [***] (or longer if agreed to by the parties in writing) to consider the offer under the Offer Notice. For the [***] following the Offer Notice, Alvotech shall actively engage with
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Sources: Termination Agreement, Master Licence and Supply Agreement (Alvotech)
Granting of Rights. 5.1 Subject to the terms and conditions set forth herein, F▇▇▇▇▇ grants to the Company in the Territory, and Company hereby accepts from F▇▇▇▇▇, an exclusive, royalty-bearing License in the Territory, including the right to sublicense in accordance with the immediately following paragraph, under the F▇▇▇▇▇ Technology, to develop, make, have made, use, register, market, promote, sell, have sold, offer for sale and import the Compound and the Products in the Territory in accordance with the Regulatory Approvals, including the NDA. The Company shall use its commercially reasonable efforts to assist F▇▇▇▇▇ in registering the Products in the Territory under the NDA and the other Marketing Authorizations. In furtherance thereof, F▇▇▇▇▇ shall provide the Company with all necessary documentation and other information requested by the Company in order for the Company to obtain such registrations on F▇▇▇▇▇’▇ behalf. Once F▇▇▇▇▇ has obtained the corresponding Regulatory Approvals and Marketing Authorizations, the Company shall use its commercially reasonable efforts to market, sell and otherwise commercialize the Products in the Territory, subject to the terms and conditions of this Agreement. F▇▇▇▇▇ further acknowledges and agrees that the Company, Alvotech grants to ADVANZwithout any further consent of F▇▇▇▇▇, its Affiliates and appointed sublicensees and subcontractors an exclusive, subject to Clauses 5.2 and 29.2, licence under all Know-How and IPR as developed or owned by or licensed to Alvotech and any of its Affiliates for each Product and necessary or useful for ADVANZ:
concurrently with the Joint Steering Committee (athe “JSC”) to use the Dossier to obtain, either in its own name, or in the name of an Affiliate, and maintain [***] MAs learning that a Generic for the Product in each country of the Territory;
(b) Products is about to market, promote, sell and distribute the Product be launched in the Territory; and
(c) , may sublicense its appropriate rights hereunder to perform its obligations under this Agreement.
5.2 Subject a Third Party to all other allow such Third Party to be the Company’s designated authorized distributor of non-branded versions of the Products within the Territory. Any sublicense granted by the Company hereunder shall be subject to the terms and conditions of this Agreement, the exclusivity granted in Clause 5.1 Agreement and shall continue separately include provision providing for each Product so long as ADVANZ and its Affiliates are taking supplies of such Product, and Alvotech (or termination thereof simultaneously with any of its Affiliates) continue to supply such Products, in accordance with the terms termination of this Agreement. At all other times, for the Product concerned, this Agreement shall be non-exclusive.
5.3 For the avoidance of doubt, and without prejudice The Company agrees not to the rights for ADVANZ to use the Dossier for the purposes of, and as set out in, this Clause 5, it is acknowledged that, as between the parties, Alvotech retains full ownership of all and any IPR in respect of all Products and the Dossiers, excluding (for the avoidance of doubt) any ADVANZ trademark used for selling, promoting, marketing and/or distributing promote or sell the Products in the Territory and any IPR generated by or on behalf of ADVANZ pursuant to Clauses 10.3 and 10.4.
5.4 If Alvotech (or any of its Affiliates) successfully develop (or have developed or take under licence) a Line Extension, Alvotech shall give written notice to ADVANZ offering to include such Line Extension as an additional presentation out of the applicable Product within the scope of this Agreement for the Territory and having the same exclusive rights as available for such Product under this Agreement (“Offer Notice”). The Offer Notice shall include all reasonably necessary technical details, and the proposed floor price for the Line Extension. The Offer Notice may include a proposal for consideration by way of a capital sum and/or royalty for any Line Extension. Alvotech shall ensure that the floor price offered for any Line Extension specifically mentioned in the relevant Product Schedule is based, in all material respects, [***]. ADVANZ shall have [***] (or longer if agreed to by the parties in writing) to consider the offer under the Offer Notice. For the [***] following the Offer Notice, Alvotech shall actively engage withTerritory.
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