Gavi Alliance – Novavax, COVID-19 Vaccine Advance Purchase Agreement

Intellectual property | License grants
Intellectual property | Ownership of IP

Structural Questions

Ownership of IP

Is the ownership of background IP impacted by this agreement?
What is the scope of background IP?
How will sideground IP be treated?
Who will own new IP arising from the project?

License Grants

Are any licenses granted for the use of background or foreground intellectual property?
What is the scope of the licensed intellectual property?
What is the territory of the license?
Is the license exclusive or non-exclusive?
Are there any restrictions on the use of the licensed intellectual property?
Are there any specific obligations to exploit the licensed intellectual property?
Can the licensee grant sublicenses to third parties?
Will products manufactured under license be marketed as branded or generic? (i.e. will they bear the licensor’s trademarks/trade dress)

Summary of Approaches

Ownership of IP

Is the ownership of background IP impacted by this agreement?
- The Agreement does not affect ownership of background intellectual property.
Who will own new IP arising from the project?
- Novavax owns any foreground intellectual property.

License Grants

Are any licenses granted for the use of background or foreground intellectual property?
- The Agreement does not include a license to any intellectual property.

Annotations

This Advance Purchase Agreement governs the supply of about 350 million doses of developer Novavax’s COVID-19 vaccine to participants in the Global COVID-19 Vaccine Facility (“COVAX Facility”), which was established to equitably distribute such vaccines worldwide. The parties to the Agreement are Novavax, which agrees to supply the doses, and the Gavi Alliance, a global health nonprofit organization, which agrees to make an advance payment and facilitate the sale of doses to COVAX buyers. The Agreement is effective as of May 5, 2021. The Parties intend that Novavax will deliver all doses to COVAX participants by the end of Q2 2022.

The Agreement facilitates Novavax’s fulfilment of its obligation in a funding agreement with the Coalition for Epidemic Preparedness Innovations (“CEPI”) to supply its vaccine to a then-unnamed “Global Allocation Body” for distribution to Lower- and Middle-income Countries (LMICs) and other nations. The purpose of Gavi’s advance payment is to “provide demand certainty” for Novavax and secure doses on behalf of COVAX participants with whom Novavax will enter into separate supply agreements. Gavi’s advance payment reduces the price they must pay on delivery. Gavi allocates Novavax doses between COVAX participants.

The Agreement contemplates that the Novavax licensee Serum Institute of India (“SII”) will be the primary source of Novavax vaccine to low- and middle-income countries, under the SII brand name “Covovax.” SII has a separate advance purchase agreement with Gavi for this purpose. The parties expect that Novavax and SII, collectively, will supply 1,092,000,000 vaccine doses under a tiered pricing framework. If SII is unable to meet its supply obligations, then Novavax must provide a ‘backstop supply’ to make up the shortfall.

Many key provisions and details have been redacted from this publicly available copy of the agreement.

Provision Language

16. General

[…]

16.2 Intellectual Property. No rights or obligations in respect of a Party’s Intellectual Property Rights are granted, or are implied to be granted, to the other Party by this Agreement. In particular, Novavax will be the sole owners of all Intellectual Property Rights generated during the development, manufacture and supply of the Vaccine or otherwise related to the Vaccine, and nothing in this Agreement shall affect Novavax’s ownership of such rights.

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Master Alliance Provisions Guide (MAPGuide)

Gavi Alliance – Novavax, COVID-19 Vaccine Advance Purchase Agreement

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Master Alliance Provisions Guide (MAPGuide)

Gavi Alliance – Novavax, COVID-19 Vaccine Advance Purchase Agreement

Provision Language

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