Master Alliance Provisions Guide (MAPGuide)

CEPI – CureVac, Framework Partnering Agreement

  • Liability | Representations & Warranties

18. Warranties, Liability And Insurance

18.1 Warranties. On the Effective Date the Partner warrants to CEPI (subject to any matters disclosed in the Disclosure Letter that the warranties set out below (the “Warranties”) are true and correct and that the Partner is in compliance with the Warranties:

18.1.1.  it has the requisite authority to enter into this Agreement;

18.1.2.  it has full power and authority to assume all of its obligations and commitments under this Agreement;

18.1.3.  to its present knowledge and belief, it is the legal and beneficial owner and/or licensee of all right, title and interest in and to all Background Technology used in the Project at the time they are used;

18.1.4.  save as disclosed in the Disclosure Letter, it does not, to its present knowledge, infringe, misappropriate or violate the intellectual property, privacy or publicity rights of any Third Party;

18.1.5.  it has not granted any Third Party any right in respect of any Project Technology (other than in accordance with the terms of this Agreement), and has not charged or encumbered any of the same;

18.1.6.  save as disclosed in the Disclosure Letter, to its present knowledge, the Background Technology and Project Technology are not subject to any claim, opposition, attack, assertion or other arrangements of whatever nature which may impugn upon the use, validity, enforceability or ownership of any such Technology, and there are no grounds or other circumstances which may give rise to the same;

18.1.7.  save as disclosed in the Disclosure Letter, ownership of any equipment or Deliverables developed with CEPI funding, shall vest in the Partner;

18.1.8.  it has not itself or through any of its staff, collaborators or Sub–Contractors, disclosed to any Third Party (other than under appropriate confidentiality obligations) any Confidential Information relating to the Project, nor is it obliged so to do;

18.1.9.  to its present knowledge, other than under the Global Access Commitments Agreement with Gates dated February 13, 2015, no person has the right to call for the assignment of, grant of a license to it of or the right to any lien or encumbrance over any Background Technology or Project Technology under any option, grant or other agreement for use in the Field, nor is there any conditional or unconditional agreement or circumstance whereby such a right may arise;

18.1.10.  to its present knowledge, no person has any right or claim to any payment or other compensation in respect of the use or exploitation of the Background Technology or Project Technology under this Agreement, except as set forth in pre–existing license agreements with Third Parties, reasonably redacted copies of which license agreements have been delivered to CEPI prior to the Effective Date or as set forth in license agreements under negotiation at the Effective Date that contemplate the execution of this Agreement, copies of the drafts of which have been delivered to CEPI prior to the Effective Date;

18.1.11.  the Partner was the sponsor of all clinical trials from which Data was obtained;

18.1.12.  the Partner will disclose to CEPI all relevant Safety Issues and adverse information in relation to the safety and efficacy of the Platform and Project Vaccine that come to its attention;

18.1.13.  to its present knowledge the Partner has disclosed to CEPI all material communications with Regulatory Authorities, any ethical committee refusal to grant approval for a clinical trial, any suspension of a clinical trial, whether initiated by the sponsor, an ethical committee, a Regulatory Authority or an investigator, any action or recommendation of a data safety monitoring board to suspend the clinical trial, and all findings of any audit for a clinical trial for compliance with GCP relating to the Platform and Project Vaccine;

18.1.14. to its present knowledge none of the Partner, its Affiliates, Sub–Contractors, nor any officer or employee of the foregoing has been debarred or is subject to debarment by a Regulatory Authority anywhere;

18.1.15. to its present knowledge, all Financial Documents were true, complete and accurate at the date of such document; and

18.1.16. all CEPI funding has been deposited in the designated bank account in the currency of US dollars in the name of the Partner and into which only the CEPI funding and interest earned on that money has been deposited.

18.2  No implied warranties. Except as expressly provided in this Agreement, neither Party gives any warranties or makes any representations with respect to any of the Background Technology, the Project Technology, the Platform or any Products derived from them, or their fitness for any purpose.

18.3 Obligation to inform. The Partner will use Reasonable Efforts to inform CEPI of any matter which it becomes aware of during the Project Term and which would have been subject of a disclosure under the Disclosure Letter, if it had been known on the Effective Date.