European Commission – CureVac, COVID-19 Vaccine Advance Purchase Agreement

Business model | Governance

Structural Questions

Do the parties govern the project through a joint steering committee (“JSC”)? If so, what are the parties expressly designated roles and responsibilities with respect to the JSC?
Are there other committees, important governance bodies, or designated individual positions? What are the parties’ roles and responsibilities with respect to them?
Are the parties required to meet in accordance with a defined schedule for decision-making and progress reporting activities?
What are the resolution mechanisms for disputes related to the agreement?
Are there any requirements for policies or procedures to manage potential conflicts of interest?

Summary of Approaches

What are the resolution mechanisms for disputes arising under this Agreement?
- Any dispute arising from the APA shall be resolved through an informal dispute resolution discussion between the parties’ respective representatives, and if still not resolved through good faith negotiation, the dispute will be subject to litigation at competent courts in Brussels, Belgium.
Are there any requirements for policies or procedures to manage potential conflicts of interest?
- CureVac is required to take preventive measures, and to promptly disclose to the EC any potential conflicts of interest. The EC may verify that appropriate action is taken and/or require further action to be taken.

Annotations

This Advance Purchase Agreement (“APA”) between the European Commission (“EC”) and CureVac AG (the “Contractor”), was approved by the European Commission on November 17, 2020. The APA provides for the development, production, advance purchase and supply of a COVID-19 vaccine, which will be allocated to EU Member States based on population distribution key.

The APA is binding upon participating Member States and supplemented by the terms in a Vaccine Order Form to be signed by a participating Member State and CureVac. Rights and obligations between the EC and Member States are governed by a separate agreement which is provided in Annex III.

The APA covers the initial advance purchase of 225 million doses (“Initial European Doses”) and an option to purchase up to 180 million additional doses after the vaccine receives EU marketing authorization (“Additional European Doses”). CureVac reserves exclusive intellectual property rights to the vaccine and does not grant any licenses to the EC. Payment for the vaccines is in the form of an upfront payment for the initial doses, and per dosage payments for any additional doses purchased. There are some redactions to the publicly available version of the agreement, including to the indemnity provision.

Provision Language

Definitionsstrong>em>p>
“span>Conflict of interestb>” means a situation where the impartial and objective performance of this APA by the contractor is compromised for reasons involving family, emotional life, political or national affinity, economic interest, any other direct or indirect personal interest, or any other shared interest with the Commission, the participating Member State or any third party related to the subject matter of this APA, it being understood that the conclusion, implementation and performance of further agreements on the provision of the Product shall not constitute a conflict of interest.span>p>
“span>Professional conflicting interestb>” means a situation in which the contractors previous or ongoing professional activities affect its capacity to implement this APA or to perform a Vaccine Order Form to an appropriate quality standard, it being understood that the conclusion, implementation and performance of further agreements on the provision of the Product shall not constitute a professional conflicting interest.span> span>p>
I.21 Applicable Law and Settlement of Disputesb>span>p>
I.21.1strong> This APA shall be governed by the laws of Belgium. span>p>
I.21.2 Dispute Resolutionstrong>p>
(a) In the event of a dispute between the Parties arising under or in connection with this APA or the legal relationships established by this APA, the Parties shall first refer such dispute to informal dispute resolution discussions between their respective representatives. Each of the contractor and the Commission, on behalf of itself or on behalf of the participating Member States (as the case may be), may initiate such informal dispute resolution by sending written notice of the dispute to the contractor or the Commission (as the case may be), and, within twenty (20) calendar days of such notice, the representatives shall meet and attempt to resolve the dispute amicably by good faith negotiations.span>p>
(b) If the Parties are not able to settle their dispute in accordance with lit. (a) above, the Commission, the participating Member States and the contractor irrevocably submit to the exclusive jurisdiction of the courts located in Brussels, Belgium to settle any dispute which may arise under or in connection with this APA or the legal relationships established by this APA.span>p>
II.5 Conflict of Interest and Professional Conflicting Interestsb>span>p>
II.5.1strong> The contractor must take all the necessary measures to prevent any situation of conflict of interest or professional conflicting interest.span>p>
II.5.2strong> The contractor must notify the Commission in writing as soon as possible of any situation that could constitute a conflict of interest or a professional conflicting interest during the performance of the APA. The contractor must immediately take action to rectify the situation. span>p>
The Commission may do any of the following: span>p>
(a) verify that the contractor’s action is appropriate; span>p>
(b) require the contractor to take further action within a specified deadline; span>p>
(c) decide, on behalf of the participating Member States, not to award a Vaccine Order Form to the contractor.span>p>
II.5.3strong> The contractor must pass on all the relevant obligations in writing to: span>p>
(a) its personnel; span>p>
(b) any natural person with the power to represent it or take decisions on its behalf; span>p>
(c) third parties involved in the performance of the APA, including subcontractors. span>p>
The contractor must also ensure that the persons referred to above are not placed in a situation which could give rise to conflicts of interest.span>p>

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European Commission – CureVac, COVID-19 Vaccine Advance Purchase Agreement

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European Commission – CureVac, COVID-19 Vaccine Advance Purchase Agreement

Provision Language

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