Vaccine Composition definition

Vaccine Composition has the meaning set forth in the License Agreement. (uuu)

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Vaccine Composition means a composition comprising a Vaccine Antigen, which composition is developed and administered for the purpose of inducing an immune response specific to such Vaccine Antigen, solely for the prevention or treatment of the disease against which such Vaccine Antigen is directed, whereby such prevention or treatment occurs through the immune response induced by such Vaccine Antigen (excluding for clarity any form of passive immunization or use of additional molecules, including without limitation checkpoint inhibitors, to modify or otherwise affect the immune response induced by such Vaccine Antigen provided, however, that a Vaccine Composition may include one or more adjuvants solely for use in conjunction with such Vaccine Antigen to enhance the immune response induced by such Vaccine Antigen, and, for clarity, excluding any use with any form of passive immunization or with any checkpoint inhibitors or other additional non-adjuvant molecules), which Vaccine Composition or any portion thereof (e.g., a polysaccharide, carbohydrate, peptide or other moiety contained in such Vaccine Composition) is discovered or produced based on the use of any Extract(s) as the starting material, whether produced by Sutro, or produced by SutroVax or a CMO established or approved by Sutro using any Extract(s) supplied by Sutro or under a license from Sutro, in each case in any production system, whether cell-free or cell-based. Notwithstanding the foregoing, “Vaccine Composition” shall exclude any type of cancer vaccine (other than prophylactic vaccines where the agent causing cancer is an infectious pathogen (e.g. HPV vaccine), but excluding for clarity any therapeutic cancer vaccine or companion diagnostic for cancer vaccine applications). For clarity, SutroVax’s Pneumococcal Conjugate Vaccine is a Vaccine Composition, as defined herein.

Vaccine Composition has the meaning set forth in Section 1.32 of the Vaxcyte License Agreement.

Examples of Vaccine Composition in a sentence

Two of the tests and corresponding COA/COC acceptance criteria for the Extract shall be the performance of a productivity (Activity) test of the applicable Sutro protein (the “Sutro Activity Test” and “Sutro Activity Criteria”) and the performance of a productivity (activity) test of the applicable Vaccine Composition (the “SutroVax Activity Test” and “SutroVax Activity Criteria”).
In addition, Sutro may terminate this Agreement if a Sublicensee brings such an action or asserts such a claim, if such action or claim pertains to a Vaccine Composition (or expression thereof) within the scope of the Sublicense granted to such Sublicensee, unless the Sublicensee withdraws such action or claim, or SutroVax terminates the applicable sublicense agreement with such Sublicensee, in each case within [***] days after written request by SutroVax to do so.
Upon Sutro’s acceptance of a proposed Vaccine Antigen, such Vaccine Antigen shall be deemed a Vaccine Composition, in which case the Research Plan shall be amended to include any mutually agreed upon activities to be performed by Sutro with respect to such Vaccine Antigen.
To the extent permitted by applicable laws, Sutro shall have the right to participate, in any such meetings, conferences or discussions to the extent the same concern CMC information, CMC activities, adverse events or other safety information with respect to any Vaccine Composition.
For the avoidance of doubt, Sutro’s joint interest in the Joint Vaccine Composition Patents shall be included in the Sutro Patents and shall be within the exclusive licenses granted to SutroVax for the Vaccine Field under Section 4.1(a).
As between the Parties, SutroVax shall have the first right but not the obligation, itself or through a designee, to enforce any Vaccine Composition-Specific Patent and any Joint Vaccine Composition Patent, including (1) initiating or prosecuting an infringement or other appropriate suit or action against such Third Party; and (2) defending any declaratory judgment action with respect thereto (the type of action described in each of (1) and (2), an “Enforcement Action”).
As between the Parties, Sutro shall have the sole right to initiate and control any Enforcement Action for Sutro Patents, other than the Vaccine Composition-Specific Patents and any Joint Vaccine Composition Patents, with respect to any Vaccine Field Infringement.
For clarity, to the extent a CMO established in accordance with Section 3.2 above utilizes Sutro Patents or Sutro Know-how solely to supply Vaccine Composition to SutroVax in accordance with Section 3.2, such arrangement shall not be deemed a sublicense by SutroVax.
Neither Party shall have the right to settle any Enforcement Action under this Section 9.2 in a manner that admits the invalidity or unenforceability of the other Party’s Patents, a Vaccine Composition-Specific Patent or a Joint Vaccine Composition Patent, without the prior written consent of the other Party, which shall not be unreasonably withheld.
Without limiting the foregoing, before making any material filing or material response to the applicable patent office with respect to any Vaccine Composition-Specific Patent or, to the extent it would cover a Vaccine Composition, its use or manufacture, other Sutro Patents, Sutro will provide SutroVax with the reasonable opportunity to comment on the proposed filing or response.

More Definitions of Vaccine Composition

Vaccine Composition means association of the Adjuvant and the Antigen for achievement of the R&D Program.