Master Alliance Provisions Guide (MAPGuide)

CEPI – VBI, COVID-19 Vaccine Development Funding Agreement

  • Liability | Representations & Warranties

17. Representations and Warranties

17.1 Awardee Warranties. Awardee warrants that the following statements are true and correct to its reasonable knowledge and belief in so far as they relate to the Project as of the Effective Date:

(a) it has the full power and authority to enter into and assume its obligations under this Agreement;

(b) this Agreement has been duly executed and is legally binding and enforceable in accordance with its terms:

(c) it is in material compliance with all statutes, regulations, directives and requirements of any governmental entity;

(d) it does not infringe, misappropriate or violate the intellectual property, privacy or publicity rights of any third party;

(e) it is not under any obligation, contractual or otherwise, to any person or third party in respect of the Enabling Rights that conflicts with or is inconsistent in any material respect with the terms of this Agreement or that would impede the complete fulfillment of its obligations under this Agreement;

(f) it has disclosed in writing to CEPI any actual or contemplated commitments or obligations to third parties for Project Vaccine doses;

(g) it has identified Enabling Rights in writing to CEPI;

(h) neither Awardee nor agreed Subawardees, if any, nor any officer or employee of the foregoing has been debarred or is subject to debarment by a regulatory authority or funding agency anywhere in the world;

(i) all financial and other information submitted to CEPI in relation to this Agreement is true, complete and accurate in all material respects; and

(j) to the extent that Awardee relies upon its own processes, procedures and policies to the extent specifically permitted for purposes of compliance with Clause 11.2, such processes, procedures and policies are substantially similar to those of CEPI.

17.2 Awardee Representations. During the Term of this Agreement, Awardee shall:

(a) notify CEPI promptly in writing in the event that any of the warranties set out in Sub-Clause 17.1 are no longer true and correct, and shall so notify CEPI at least at the time that Awardee requests any disbursement of Project funds;

(b) provide written updates to the JMAG regarding Enabling Rights acquired or created during the course of the Project;

(c) notify CEPI before accepting third-party funds related to the Project (not including public financings on a stock exchange, receipt of funds pursuant to the Canada Agreement or receipt of funds pursuant to the Loan and Guaranty Agreement dated May 22, 2020 between Variation Biotechnologies Inc., the Awardee and K2 Health Ventures LLC );

(d) make no encumbrances over, dispose of, or otherwise deal with the Project Results, Project Intellectual Property and/or Enabling Rights in any way that could be reasonably deemed inconsistent with this Agreement, including the Public Health Licence, or that could impede the complete fulfillment of its obligations under this Agreement, without the express written permission of CEPI; and

(e) notify CEPI promptly if it becomes aware that any actions are likely or have already been taken by the government of any country in which Awardee shall conduct Project activities that may adversely affect Awardee’s commitments in this Agreement, including Equitable Access. For clarity, such government actions may relate, for example, to the exercise of eminent domain or sovereign rights over Project Vaccine doses.