Provision Language
14. EQUITABLE ACCESS
[…]
14.5 Pricing. The Parties acknowledge that the price of the Project Vaccine is critical to achieving Equitable Access. Accordingly, the Partners each agree, and shall each procure that its licensees (and any sublicensees) agree, that the pricing of, and any other payments received with respect to, the Project Vaccine shall be as reasonably required to achieve Equitable Access for populations in need of such products, recognising that on-going supply should be commercially sustainable and, in any event, shall reflect the terms agreed in the Equitable Access Plan. Each Partner shall ensure that, and shall procure that its Affiliates, licensees and sublicensees ensure that:
14.5.1 when sold in an LMIC, the price of any Project Vaccine does not exceed [***]; and
14.5.2 when sold in a UMIC, the price of any Project Vaccine does not exceed [***].
15. COMMERCIAL BENEFITS
15.1 Barinthus Bio
[…]
15.1.8 Selling Price and COGs Audit. Barinthus Bio shall keep, and shall require its Affiliates and manufacturers (as applicable) to keep, accurate records pertaining to the Selling Price and the calculation of COGs in respect of the Project Vaccine in order to demonstrate Barinthus Bio’s compliance with its obligations under Clause 14.5. If requested by CEPI, and at CEPI’s reasonable cost, Barinthus Bio shall provide to CEPI all such records and any supporting documentation reasonably requested by CEPI for review by CEPI or an external audit firm appointed by CEPI, reasonably acceptable to Barinthus Bio. If requested by CEPI or Barinthus Bio, Barinthus Bio and CEPI and any such audit firm shall meet to discuss the Selling Price and such calculation. Such review shall take place no more than once annually. CEPI shall treat all information subject to review under this Clause 15.1.8 in accordance with the confidentiality provisions of Clause 18. CEPI shall cause any audit firm receiving information pursuant to this Clause 15.1.8 to enter into a reasonably acceptable confidentiality agreement with Barinthus Bio obligating such firm to retain all such information in confidence pursuant to such confidentiality agreement. CEPI shall disclose to Barinthus Bio the results of any such review, and, to the extent it is in CEPI’s possession, any calculations and workings underlying those results, and shall give Barinthus Bio an opportunity to discuss the results of the review with CEPI and the audit firm. Absent manifest error or fraud, if the audit report concludes that there has been an error in the calculation of the Selling Price, this shall be binding on both Parties and [***]. For the avoidance of doubt, any remedies set out in this Clause 15.1.8 are in addition to all other remedies available to CEPI, whether under this Agreement, at law or in equity.. If either Party challenges the audit report, on the basis of manifest error or fraud, the matter shall be dealt with under Clause 20 (Resolving Differences).