Master Alliance Provisions Guide (MAPGuide)

CureVac – European Commission COVID-19 Vaccine Advance Purchase Agreement

  • Business model | Payment Structures

I.17 Payment Obligations

I.17.1. Up-front payment 

(a) In order to de-risk the necessary investments of the contractor to increase the speed of vaccine research and development and clinical trials and the preparation of the at-scale production capacity along the entire production value chain in the EU required for a rapid deployment of the millions of doses of the Product according to the terms of this APA, and in full understanding of the uncertainties associated with the aforementioned process, subject to EU marketing authorisation or temporary national authorisation (as the case may be), the Commission, acting on behalf and in the name of the participating Member States, and the participating Member States themselves shall contribute to financing the relevant costs in the form of an up-front payment on the total Product Price of the Initial European Doses (the “up-front payment”) as set forth in this Article I.17.1 as well as in the form of the second upfront payment as set forth in Article I.17.2 and, as the case may arise, in the form of the Additional Doses up-front payment as set forth in this Article I.17.2. 

(b) The up-front payment is EUR [Redacted Content] total (which will equal an up-front payment of EUR [Redacted Content].

(c) Within [Redacted Content] calendar days following entry into force of the APA, the contractor shall send to the Commission a payment request for the payment of the up-front payment in accordance with Article II.15 below. 

(d) The Commission, acting on behalf and in the name of the participating Member States, shall pay the up-front payment within [Redacted Content] calendar days after receipt of a payment request from the contractor in accordance with Article I.17.1(c) above. 

I.17.2. Payments under Vaccine Order Forms 

Pursuant to this Article I.17.2 and in accordance with their respective Vaccine Order Forms, the participating Member States shall make further payments to the contractor as follows: 

(a) With respect to the Initial European Doses, each participating Member State shall make a further up-front payment to the contractor in the amount of EUR [Redacted Content] for the volumes of the Product allocated to it pursuant to Articles I.8.1 and I.8.2 (the “second up-front payment”). The second up-front payment (plus value-added taxes, if any) shall be paid by the participating Member State within [Redacted Content] calendar days after notification by the contractor that the interim data package has been submitted to the EMA for the purpose of obtaining EU marketing authorisation for the Product, but no sooner than [Redacted Content] calendar days after receipt of a corresponding payment request from the contractor in accordance with Article II.15 below. 

(b) With respect to the Additional European Doses, and assuming that the Commission has formally notified the contractor that a participating Member State wishes to acquire Additional European Doses in accordance with Article I.8.3, each such participating Member State shall make an up-front payment to the contractor in the amount of [Redacted Content] % of the Purchase Price per dose for the volumes of the Product allocated to it pursuant to Article I.8.3 (the “Additional Doses up-front payment”). Such Additional Doses upfront payment (plus value-added taxes, if any) shall be paid by the participating Member State within [Redacted Content] calendar days after conclusion of the relevant Vaccine Order Form (or, if a participating Member State refuses to conclude the relevant Vaccine Order Form, [Redacted Content] calendar days after the contractor’s explicit request to sign the relevant Vaccine Order Form), but no sooner than [Redacted Content] calendar days after receipt of a corresponding payment request from the contractor in accordance with Article II.15 below. 

(c) Each participating Member State shall pay the balance (plus ancillary expenses (as defined in Article I.16.3) due on the Product Price for the volumes of the Product allocated to it pursuant to Articles I.8.1 through I.8.3 within [Redacted Content] calendar days of each delivery (or offer to deliver if the participating Member State illegitimately refuses acceptance of delivery), but no sooner than [Redacted Content] calendar days after receipt of a corresponding invoice from the contractor in accordance with Article II.15 below. The balance due will be calculated on the basis of the relevant Product Price of the delivered (or offered to deliver, as the case may be) Products as set out in Article I.16.1 above and under deduction of any up-front payment, second up-front payment and/or Additional Doses up-front payment already received by the contractor for the relevant volumes of the Product delivered (or offered to deliver, as the case may be). 

I.17.3. Utilisation of the up-front payment and the second up-front payment 

The contractor intends to use the up-front payment and the second up-front payment as further specified in Annex VII.

II.12 Reduction in Price

II.12.1. Quality standards 

If the contractor fails to deliver the Product in accordance with the APA, the participating Member State in question may reduce or recover payments in accordance with Article I.14.4. 

II.12.2. Procedure 

The participating Member State in question must formally notify the contractor of its intention to reduce payment and the corresponding calculated amount. 

The contractor has 30 days following the date of receipt to submit observations. Failing that, the decision becomes enforceable the day after the time limit for submitting observations has elapsed. 

If the contractor submits observations, the participating Member State in question, taking into account the relevant observations, must notify the contractor: 

(a) of the withdrawal of its intention to reduce payment; or 

(b) of its final decision to reduce payment and the corresponding amount.