1. Scope

These terms and conditions, together with the MMV Pandemic Response Box request form, constitute the agreement between MMV and the institution and/or individual requesting the Pandemic Response Box (the “Requestor”), in respect of the transfer, handling and use of the Pandemic Response Box compounds (“Pandemic Response Box Compounds”).

2. Provision of the Pandemic Response Box

2.1   Following submission of a Pandemic Response Box request form to MMV (the “Request Form”), and acceptance thereof by MMV, the Pandemic Response Box Compounds shall be made available free of charge to the Requestor.

2.2   Access to the Pandemic Response Box will be at the discretion of MMV. MMV reserves the right not to supply the MMV Pandemic Response Box or any of the Pandemic Response Box Compounds to a potential Requestor.

3. Publication

3.1   For the purposes of this clause 3, “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 and/or screens using the Pandemic Response Box Compounds.

3.2 The Requestor agrees to share with MMV and to publish and/or submit into the public domain any Data resulting from research using the Pandemic Response Box Compounds.  Specifically, the Requestor shall deposit any Data in an open access public repository such as CHEMBL, with tagging of metadata, within two (2) years of generating the Data. 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  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 Pandemic Response Box.

3.4  Any Requestor publishing or presenting Data will acknowledge MMV for support, designing and supplying the Pandemic Response Box.

3.5  Any derivatives of the Pandemic Response Box Compounds and any intellectual property residing in those derivatives may be owned by the Requestor creating them.  No Requestor will seek to obtain any other intellectual property rights whatsoever in the Pandemic Response Box 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 its name and contact details on its Pandemic Response Box website and in other Pandemic Response Box promotional material.

4.2   MMV further reserves the right to use high-level information from screens effectuated by Requestors to generate data on the Pandemic Response 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 any Requestor project. All parties will get appropriate acknowledgment in any such release or publication.

5. Restrictions

5.1   The Requestor shall seek written permission from MMV should it wish to screen the Pandemic Response Box Compounds against a target /pathogen other than that set out in the Request Form.

5.2   The Requestor agrees not to use the Pandemic Response Box Compounds for any purpose other than in vitro research purposes. The Requestor agrees that the Pandemic Response Box Compounds shall not be used in humans.

5.3   The Requestor undertakes not to use the Pandemic Response Box Compounds for any commercial purpose whatsoever. The Requestor undertakes not to onward sell or otherwise market the Pandemic Response Box or any of the Pandemic Response Box Compounds.

5.4   The Requestor shall not transfer or assign to a third party any of the requested Pandemic Response Box 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 that it shall conduct all research, store, handle, use, and dispose of the Pandemic Response Box Compound(s), and all biological, chemical, and waste materials used and generated in compliance with generally-accepted professional scientific standards and practices, and according to all applicable federal, state, and local laws, regulations and guidelines including, but not limited to, all safety and environmental standards and requirements. 

6.2   Each Party warrants and represents that these Terms and Conditions are valid and binding obligations upon them and are not inconsistent with any other contractual and/or legal obligations they may have, or each Party’s policies or the policies of a company with which they are associated.

7. Limitation of Liability

7.1   The Pandemic Response Box Compounds are supplied to the Requestor by MMV on an “AS IS” basis. MMV makes 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 Pandemic Response Box Compounds, or of any associated biological data, and MMV shall not in any way be liable to the Requestor.

7.2   MMV makes no representation or warranty, express or implied, as to the ownership of any intellectual property rights in the Pandemic Response Box Compounds. 

7.3   MMV shall not be liable for any misuse of the Pandemic Response Box Compounds by the Requestor. 

7.4   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 screens, tests and/or carry out similar or overlapping research on any of the Pandemic Response Box Compounds, MMV shall not be liable for any losses and/or damages of whatsoever nature that may be sustained by any such Requestor as a result of such duplication or overlap in testing and research.

8. Indemnification

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 Pandemic Response Box 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 noncompliance or breach of these Terms and Conditions.

9. 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. 

10.   Amendments

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.