Master Alliance Provisions Guide (MAPGuide)

Fiocruz – AstraZeneca, COVID-19 Vaccine Technology Transfer Agreement

  • Other | Dispute resolution

3. Joint Steering Committee
3.05. Final Decision Making Authority
If the Executive Officers are not able to agree on the resolution of any such issue within five (5) Business Days after such issue was first referred to them, unless otherwise expressly stated herein, then (x) AstraZeneca shall have final decision-making authority with respect to any issue related to the conduct of clinical studies or trials, any issues implicating the Head License and an interactions with the Head Licensor and (y) Licensees shall have final decision-making authority with respect to all other matters.
3.05.1 The Parties agree that the decision making referred to in Section 3.05 will be conducted based on the principles of good faith and fairness, in order to ensure the proper development of the works and performance and conclusion of the Objectives.

15. General
15.13. Dispute Resolution
In the event of a dispute arising under this Agreement between the Parties (save for the disputes referred to in Section 3.04 and 3.05), the parties shall refer such dispute to their Executive Officers. Either party may initiate such informal dispute resolution by sending written notice of the dispute to the other Party, and, within twenty (20) days of such notice, the Executive Officers shall meet and attempt to resolve the dispute by good faith negotiations.

15.14 Law and Jurisdiction
Brazilian law shall govern this Agreement, including its formation, validity, construction, performance and any non-contractual causes of action arising out of or in connection with this Agreement or the activities carried out pursuant to this Agreement provided that all questions regarding the inventorship, construction or effect of patents under this agreement shall be determined in accordance with the laws of the country or other jurisdiction in which the particular patent has been filed or granted, as the case may be. The parties submit irrevocably to the exclusive jurisdiction of the Federal Court of Justice, Judiciary Section of the State of Rio de Janeiro, City of Rio de Janeiro in relation to any dispute arising out of or in connection with this Agreement or the activities carried pursuant to this Agreement.