“Increased Outbreak Preparation Need” means when, having considered all reasonably accessible and relevant information including epidemiological data, travel and migration patterns and the likely availability of other products or product candidates, CEPI determines, in its sole discretion, that there is a heightened need for a Product.
16. Preparation for Outbreaks
16.1 Outbreak. CEPI will notify Awardee in writing in the event of an Outbreak (“Outbreak Notice”) or if there is an Increased Outbreak Preparation Need (defined as, “when, having considered all reasonably accessible and relevant information including epidemiological data, travel and migration patterns and the likely availability of other products or product candidates, CEPI determines, in its sole discretion, that there is a heightened need for a Product”). In consultation with relevant public health authorities, CEPI may request that Awardee discuss in good faith whether and how the Project Results could be utilized in response to the Outbreak Notice. Once an Outbreak Notice has been provided, CEPI shall have the right to direct how any Product manufactured pursuant to Clause 16.3 may be used and to whom it may be provided.
16.2 Additional Product Development. Pursuant to an Outbreak Notice, CEPI may request that Awardee undertake additional Product development at CEPI’s expense or other activities, including the pursuit of regulatory approvals and licensure. An additional Work Package covering these activities will be negotiated expeditiously and in good faith by the Parties.
16.3 Investigational Product Stockpiles. Following the successful completion of a Phase 2 clinical study supported under the Project, CEPI may request that Awardee undertake, at CEPI’s expense, the manufacturing of a stockpile of Investigational Product. Such Product may be used for further clinical trials in Outbreak conditions to advance vaccine development, or pursuant to an emergency use authorization, in each case in emergency situations based on national or international guidance (such as WHO). An additional Work Package covering this activity will be negotiated expeditiously and in good faith by the Parties.
16.4 Trusted Collaborator. At the time that Awardee submits a Phase 2 study report to CEPI (or at any earlier time), Awardee will propose a third party, for example, a Sub-Awardee, as a preferred alternative to itself (“Trusted Collaborator”), that is capable of performing the work and would be prepared to undertake activities pursuant to Clauses 16.2 or 16.3 in the event that Awardee declines CEPI’s request to do so, or if Awardee and CEPI do not reach agreement on a new Work Package. Alternatively, CEPI may propose a Trusted Collaborator to Awardee. Neither Party may unreasonably decline to accept the designation of a proposed Trusted Collaborator.
16.5 Technology Transfer. As described in the IPDP, or otherwise upon designation of a Trusted Collaborator pursuant to Clause 16.4, Awardee will promptly and diligently provide all necessary guidance, information, materials and assistance reasonably required by the Trusted Collaborator to accomplish the activities that may be requested by CEPI under Clauses 16.2 or 16.3 (“Technology Transfer”) at CEPI’s reasonable cost.
16.6 The Awardee will: cooperate with CEPI in developing a response to an Outbreak or Increased Outbreak Preparation Need` which may include opportunities for Awardee and its Sub-Awardees to receive additional Work Packages and funding from CEPI.