3. Sub–Awardee Participation in the Project
[This Clause 3 explains how Sub–Awardees will be designated and approved to work with Awardee on the Project. CEPI expects that all compliance, management and warranty obligations on Awardee will flow down to each Sub–Awardee. This Clause also explains Awardee’s responsibilities for Sub–Awardees. Upon Awardee’s request, CEPI will pre–identify potential collaborators in LMICs.]
3.4 The Awardee will: […]
b. cooperate with CEPI to preferentially use Sub–Awardees operating in Low and Middle Income Countries where Outbreaks are likely to occur in order to build infrastructure and develop experienced personnel in the relevant territory;
16. Preparation for Outbreaks
[This Clause 16 explains that Awardee may be requested to undertake additional Product–related work at CEPI’s expense, consistent with the provisions of Equitable Access. If Awardee is unable or unavailable to do so, CEPI would prefer that Awardee designate a trusted collaborator to complete this work. The definition of “Outbreak” reflects the WHO definition and may be triggered by WHO or declarations by governments in an affected area.]
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. 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.
16.4 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.