These Terms and Conditions, together with the MMV COVID Box request form (the “Request Form”), constitute the agreement between MMV Medicines for Malaria Venture, route de Pré-Bois 20, 1215 Cointrin Geneva, Switzerland (“MMV”) and the institution requesting the MMV COVID Box (“Requestor”), in respect of the transfer, handling and use of the MMV COVID Box (“Box”), a library of publicly available compounds (“Compounds”) that has been designed by MMV.
2. Supply and Use of the Box
2.1 Following submission of a Request Form to MMV, and acceptance thereof by MMV, the Box shall be made available free of charge to the Requestor for the sole purpose of the Requestor conducting in vitro and/or ex vivo research and/or screens identified in the Request Form and comprising primary as well as hit confirmation testing (“Research”).
2.2 Access to the Box will be at the discretion of MMV. MMV reserves the right not to supply the Box or any of the Compounds to a potential Requestor.
2.3 For primary testing, the Box will be supplied in the agreed format for activity to be assessed at a single concentration and for hit confirmation the active Compounds will be re-supplied in the agreed format to allow for concentration response testing. Both shipments will be made based on FCA Incoterms 2020. No further copies of the Box or Compounds will be provided to the Requestor, unless otherwise agreed by MMV.
2.4 The Requestor shall conduct the Research, and store, handle, use, and dispose of the Compounds and of all biological, chemical, and waste materials used and generated in compliance with (i) generally-accepted professional scientific standards and practices, (ii) all applicable laws, regulations and guidelines including, but not limited to, all safety and environmental standards and requirements, (iii) all required authorizations, licenses, approvals and consents, and (iv) any and all instructions or advice which may be given to Requestor by MMV.
2.5 The Requestor shall obtain all authorizations, licenses, approvals and consents as may be required by law or any generally accepted ethical guidelines to (i) conduct the Research (including ethical approval where necessary), and (ii) collect, ship, use, store, disclose, import or dispose of biological, chemical, and waste materials and related information used or generated in the Research (including, if applicable, consents from human subjects from whom human biological samples are collected). The Requestor shall provide copies of such authorizations, licenses, approvals and consents to MMV, upon MMV’s request.
3.1 For the purposes of these Terms and Conditions, “Data” means all data (including raw data), results, reports or other works which may be made, produced, collected, authored or conceived by the Requestor as a result of Research using the Compounds.
3.2 The Requestor agrees to share all Data with MMV and to publish and/or submit it into the public domain within two (2) years of generating the Data. Submission into the public domain shall be made by depositing Data in an open access public repository such as CHEMBL, with tagging of metadata. Peer-reviewed publications relating to the Data shall be made on “Open Access” Terms. All publications shall be made under the Creative Commons Attribution 4.0 Generic License (CC BY 4.0) or an equivalent license and shall be available immediately upon their publication, without any embargo period.
3.3 Publication or submission of Data into the public domain may exceptionally be delayed, with the permission of MMV, in cases where the Requestor is still actively working on a chemical series derived from the Box.
3.4 The Requestor shall acknowledge MMV for support, designing and supplying the Box in any publication or presentation related to the Research and/or containing any Data.
3.5 The Requestor shall not seek to obtain any intellectual property rights whatsoever in any of the Compounds including, without limitation, any new formulations, uses (medical or otherwise), applications or methods of administration thereof.
4. Use of Name
4.1 The Requestor agrees to let MMV use the Requestor’s name and contact details on MMV’s Box website and in other promotional material relating to the Box.
4.2 The Requestor agrees to let MMV use high-level information from the Research conducted by the Requestor to generate data on the Box’s performance and to compile, share, publish or otherwise disseminate such information. This high-level information may include analysis of hit rates, frequent hitter compound analysis, etc. but will not contain detailed information that would compromise publication of Data by the Requestor or endanger the intellectual property position of the Requestor project. The Requestor will receive appropriate acknowledgment in any such release or publication.
5.1 The Requestor shall not carry out any additional activities, other than the Research, on any of the Compounds. The Requestor shall seek written permission from MMV should it wish to screen the Compounds against a target or pathogen other than that set out in the Request Form.
5.2 The Requestor shall not use the Compounds for any purpose other than the in vitro or ex vivo research purposes set out in the Request Form. The Requestor shall not use the Compounds in animals or in humans.
5.3 The Requestor shall not use the Compounds for any commercial purpose whatsoever. The Requestor shall not onward sell or otherwise market the Box or any of the Compounds.
5.4 The Requestor shall not transfer or assign to a third party any of the Compounds to which it has access by virtue of these Terms and Conditions, without the prior written consent of MMV.
6. Representations and Warranties
6.1 The Requestor represents and warrants that any personal data, in particular relating to the health conditions of human subjects from whom human biological samples used in the Research are collected, has been and is protected as required by applicable law and that any necessary consents for provision of such data have been obtained.
6.2 The Requestor represents that these Terms and Conditions are valid and binding obligations upon it and are not inconsistent with any of its contractual and/or legal obligations, or its policies or the policies of an entity with which it is associated.
6.3 The Requestor represents and warrants that it has and will maintain adequate insurance to cover its liability under these Terms and Conditions.
7. Limitation of Liability and Indemnification
7.1 The Box is supplied to the Requestor by MMV on an “AS IS” basis. No representation or warranty, express or implied, of whatsoever nature as to the fitness for purpose (including but not limited to purity, structural accuracy, plate mapping) of the Compounds, or of any associated biological data, is made by MMV. MMV shall not in any way be liable to the Requestor for the use (or any misuse) of the Box or the Compounds by the Requestor.
7.2 No representation or warranty, express or implied, as to the ownership of any intellectual property rights in any of the Compounds is made by MMV.
7.3 The Requestor shall be solely responsible for the choice of screens, tests and/or other research that it decides to perform on the Compounds. In the event several requestors perform similar or overlapping screens, tests or research on any of the Compounds, MMV shall not be liable for any losses and/or damages of whatsoever nature that may be sustained by any the Requestor as a result of such duplication or overlap in testing and research.
7.4 The Requestor agrees to indemnify and hold harmless MMV from and against any and all liability, losses, claims of injury or damages, and expenses (including reasonable attorneys' fees), arising out of: (a) any failure by the Requestor strictly to adhere to the generally-accepted professional scientific standards and practices, safety information, and instructions or other precautions for the Compound(s), and/or (b) any willful or negligent act or omission in the performance of the Requestor’s obligations under these Terms and Conditions, and/or (c) any other non-compliance or breach by the Requestor of these Terms and Conditions.
8. Governing law and jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of Switzerland, and the courts of the canton of Geneva shall have jurisdiction.
These Terms and Conditions may be amended from time to time without notice, in MMV’s sole discretion. Amendments to these terms and conditions will be posted on this website.