Master Alliance Provisions Guide (MAPGuide)

AstraZeneca EC Covid-19 Vaccine Advance Purchase Agreement

  • Liability | Representations & Warranties

Section 13 Representations and Warranties

13.1 AstraZeneca. AstraZeneca represents, warrants and covenants to the Commission and the Participating Member States that:

(a) the execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action;

(b) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

(c) this Agreement has been duly executed and is a legal, valid and binding obligation on it, enforceable against it in accordance with its terms;

(d) it shall use its Best Reasonable Efforts to ensure that the Initial Europe Doses  shall be manufactured in accordance with, and shall comply in all material respects with, current Good Manufacturing Practices in the country where the Initial Europe Doses are manufactured, including adherence to EMA pharmacovigilance regulations;

(e) it is not under any obligation, contractual or otherwise, to any Person or third party in respect of the Initial Europe Doses or that conflicts with or is inconsistent in any material respect with the terms of this Agreement or that would impede the complete fulfillment of its obligations under this Agreement;

(f) all information, including historic financial information, submitted to the Commission or Participating Member States in relation to this Agreement is true, complete and accurate in all material respects;

(g) it has not received public funding from any source for the same costs that are funded by the Commission or the Participating Member States; and

(h) it shall comply with all Applicable Laws that are applicable to its activities and operations under this Agreement.

13.2 Commission. The Commission and the Participating Member States represents, warrants and covenants to AstraZeneca that:

(a) the execution and delivery of this Agreement by the Commission acting on behalf of itself and the Participating Member States and the performance by each of them of the transactions contemplated hereby have been duly authorized by all necessary action;

(b) the Commission has the power and authority to execute and deliver this Agreement on behalf of itself and the Participating Member States, and the Commission and each of the Participating Member States have the power and authority to perform each of its obligations hereunder, including to satisfy the payment obligations hereunder;

(c) this Agreement has been duly executed by the Commission acting on behalf of itself and the Participating Member States and is a legal, valid and binding obligation on each of them, enforceable against it in accordance with its terms;

(d) the Commission acting on behalf of itself and the Participating Member States is not under any obligation, contractual or otherwise, to any Person or third party that conflicts with or is inconsistent in any material respect with the terms of this Agreement or that would impede the complete fulfillment of each of its obligations under this Agreement; and

(e) the Commission and the Participating Member States shall comply with all Applicable Laws that are applicable to each of its activities and operations under this Agreement.