1. Scope

These Terms and Conditions, together with the MMV Global Health Priority 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 Global Health Priority Box (“Requestor”), in respect of the transfer, handling and use of the MMV Global Health Priority Box, a box containing 3 plates of a total of 240 compounds (“Compounds”) that has been designed by MMV in collaboration with Bristol-Myers Squibb Company and IVCC to support global health, vector control and malaria research.

2. Supply and Use of the Box

2.1 Following submission of a Request Form to MMV (including a selection of the requested field of research), and acceptance thereof by MMV, the selected plates of the MMV Global Health Priority Box (such plates and the Compounds contained therein are hereinafter referred to as the “Box”) will be made available free of charge to the Requestor.  

2.2 The Requestor shall use the Box for the sole purpose of conducting the in vitro research, ex vivo research or research in invertebrate animals in the Field described in the Request Form and comprising primary as well as hit confirmation testing (“Research”). For the purposes of these Terms and Conditions, “Field” means:  a. with respect to the Global Health plate: (i) the prevention, treatment or control of the diseases, designated as neglected tropical diseases by the World Health Organization from time to time, in humans; (ii) antimicrobial resistance in humans; and (iii) zoonotic diseases; and b. with respect to the other plates: the foregoing fields of research detailed in (i) to (iii) and any other field of research that may be requested by the Requestor in the Request Form and accepted by MMV.

2.3 For primary testing, the Box will be supplied in the agreed format for activity to be assessed by the Requestor at a single concentration and for hit confirmation. The active Compounds will be re-supplied in the agreed format to allow the Requestor to perform follow-up in vitro validation testing. Subject to Clause 2.4, both shipments will be made by MMV and at MMV’s cost. No further copies of the Box or Compounds will be provided to the Requestor, unless otherwise agreed by MMV. 

2.4 The Requestor hereby specifically agrees to be responsible for customs clearance of the Box and any re-supplied Compounds and for payment of any taxes, tariffs, duties or other costs required to be paid with respect to the import and customs clearance of the Box or the re-supplied Compounds at the destination country.

2.5 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 the Requestor by MMV. 

2.6 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. Publication

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. In addition, the Requestor shall publish and/or submit all Data into the public domain within two (2) years of its generation and shall inform MMV about it.  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, Bristol-Myers Squibb Company and IVCC 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 and in reports to Bristol-Myers Squibb Company regarding the identities of the Global Health plate recipients.

4.2   The Requestor agrees that MMV has the right to 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. Restrictions

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 research purposes set out in the Request Form. The Requestor shall not use the Compounds in vertebrate 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.

5.5 Notwithstanding anything to the contrary in Clauses 5.1 through 5.4, the Requestor shall not use the Compounds for Research outside the Field.  If the Requestor does so in violation of the foregoing, all intellectual property rights (including patents and patent applications) available for same, and all, rights, title and interests in and to all inventions generated by such use (including all related patents and patent applications), shall be assigned and hereby are assigned to MMV and, as between MMV and the Requestor, shall be owned solely by 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 and any re-supplied Compounds will be 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.