| | |
Confidential! | | Ganymed Pharmaceuticals AG JGU, TRON, BioNTech, University Medical Clinic – Licence Agreement Execution copy |
1.22 “Patents” are all (i) patents, patent applications, utility models, including subsequent applications, divisions, partial applications, extensions, additional patents, supplementary protection certificates and corresponding protections applied for or issued in individual countries or worldwide, as well as (ii) all patents, patent applications, including subsequent applications, divisions, partial applications, extensions, additional patents, supplementary protection certificates and corresponding protections which claim the priority of a patent under (i).
1.23 “Targets” [***].
1.24 “Sublicensee” is each licensee who obtains a license to the contractual patents not from the right holder from but a licensee or sublicensee of the right holder. Sublicensee also includessub-sublicensees, etc. “Sublicences” have a corresponding meaning.
1.25 “Affiliated companies” in relation to each Party are all companies, (i) in which a Party directly or indirectly holds more than fifty percent (50%) of the voting shares or in any other way, for example contractually, via special voting rights or voting agreements, is entitled to exercise a decisive influence on is management, (ii) which directly or indirectly hold more than fifty percent (50%) of the voting shares in a Party or are otherwise entitled to exercise a dominant influence over the management of the Party, or (iii) if more than fifty percent (50%) of the voting shares held or a dominant influence is exercised on the management by a person or a company who holds more than fifty percent (50%) of the voting shares of this Party will or exerts a dominant Influence on the management of this Party. Within the meaning of this contract, (a) Athos Service GmbH, with its registered office at Rosenheimer Platz 6, 81669 Munich and (b) Santo (Deutschland) Holding GmbH, with its registered office at Tölzer Strasse 12, 83607 Holzkirchen, (c) AT Impf GmbH, with its registered office at Rosenheimer Platz 6, 81669 Munich, (d) ATS Beteiligungsverwaltung GmbH, with its registered office at Rosenheimer Platz 6, 81669 Munich and (e) companies exercising influence in accordance with paragraph (i)—(ii), if this influence is exerted over the three companies listed above, are not classified as affiliated companies.
1.26 “Contract” is this license agreement between the University-affiliated Parties, GANYMED, and BIONTECH, including its appendices.
1.27 The “Contract territory” is all countries and territories worldwide.
1.28 “Contract patents” are the BioNTech patents, Ganymed patents and Community patents.
1.29 “Contract products” are the Ganymed contract products and BioNTech contract products.
1.30 “Contract targets” are the targets listed inAppendix 1.30.
1.31 “Confidential information” is all data and information, study results, documents, materials and knowledge, business and trade secrets of the Parties, of which the Parties or their affiliated companies become aware of as part of the execution of this contract, the old cooperation
8