15. Sharing of Commercial Benefits
[This Clause 15 explains that, although CEPI’s awards are intended to result in vaccines for Outbreaks most likely to occur at scale in LMICs, there may be other markets in which Project Results will have commercial value, for example, in the production of traveler vaccines or other products appropriate for non–Outbreak purposes. CEPI is obligated to its own funders to seek a share of non–Outbreak commercial benefits as a contribution to support CEPI’s programme activities. CEPI is willing to discuss reasonable commercial benefit sharing at a time in the future when commercial benefits are predictable or to include a specific approach in this Agreement.]
15.1 Sharing of Commercial Benefits. CEPI has committed to its own funders to obtain a share of Awardee’s Commercial Benefits as a contribution to support CEPI’s programme activities.
15.2 CEPI’s Commitment. CEPI will work with Awardee to ensure that the risks, costs and benefits of Product development and commercialization are accounted for fairly, proportionately and reasonably when calculating an appropriate share of any Commercial Benefits. Mechanisms for benefit sharing may include: sharing of profits, other than those arising from activities directly related to the curtailment of an Outbreak, as a way to support CEPI’s future awards; a specific commitment in relation to Equitable Access; a commitment to participate in future award programmes; the allocation of certain percentages of Product doses for distribution after the end of the Project as determined by CEPI; the provision of in–kind services in support of CEPI’s mission; or in other appropriate ways agreed with CEPI.
15.3 The Awardee will:
(a) share Commercial Benefits with CEPI through an appropriate mechanism agreed by the Parties;
(b) notify CEPI as commercial activities which benefit from the Project Results are undertaken along with, if relevant, an indication of how Commercial Benefits might be shared; and
(c) provide CEPI with the information reasonably required to assess the formulation and calculation of an appropriate mechanism for sharing of Commercial Benefits.