Common use of Licensee Selection Process Clause in Contracts

Licensee Selection Process. 3.1 Promptly after the Effective Date (and in any event within sixty (60) days of the Effective Date), MPP will identify proposed sublicensees who have: (A) demonstrated possession of adequate infrastructure and capabilities to enable the Sublicensee to distribute and supply Product to every country in the Territory under GDP; (B) production facilities operating under current Good Manufacturing Practice; (C) adequate, ESG, health and safety measures in place; (D) undergone and passed an anti-bribery and corruption assessment in accordance with agreed criteria for assessing anti-bribery and corruption to ensure compliance with applicable anti-corruption laws; and (E) undergone and passed export controls and trade compliance assessment in accordance with agreed criteria for assessing export controls and trade compliance. 3.2 During the Licensee Selection Process, MPP shall keep Novartis informed of the proposed Sublicensees and shall upon completion of the Licensee Selection Process promptly notify Novartis in writing of the entities MPP proposes to become the Sublicensees. Novartis shall within thirty (30) Calendar Days of such notification (acting reasonably) either approve or reject one or more of the proposed Sublicensees. For the avoidance of doubt if the proposed Sublicensee intends to use subcontractors including for supply of active ingredients, such subcontractor shall be approved by both MPP and Novartis as part of the Licensee Selection Process. 3.3 MPP shall not authorise or agree to any amendments to the terms of the Sublicence as set out in Schedule 1, whether before or after the execution of such Sublicence, without Novartis’s express prior consent in writing, signed by or on behalf of Novartis. 3.4 Novartis shall provide to any Sublicensee such consents which it has the legal capacity to give as are reasonably necessary to enable such Sublicensee to perform its obligations under the Sublicence.