Provision Language
Definitions
“Advance Payment Credit” means an amount equal to the Advance Payment Amount divided by the total Novavax Doses, which shall be USD [***] per Novavax Dose unless notice is given by Gavi pursuant to Clause 2.2;
“AMC92” means the countries listed as such in Schedule 1 [schedule redacted];
“COVAX Participant Price” means an amount equal to the applicable Purchase Price (including where reduced pursuant to Clause 6.5) less the Advance Payment Credit, as credited towards the Purchase Price pursuant to Clause 6.2;
COVAX Participant Tiers” means each of the tiers relating to Tier 1 COVAX Participants, Tier 2 COVAX Participants, and Tier 3 COVAX Participants;
“Tier 1 COVAX Participant” means a COVAX Participant that is a HIC;
“Tier 1 Purchase Price” means the Purchase Price per dose of Novavax Doses (in USD) for a Tier 1 COVAX Participant, as set out in Schedule 3 [schedule redacted];
“Tier 2 COVAX Participant” means a COVAX Participant that is a UMIC;
“Tier 2 Purchase Price” means the Purchase Price per dose of Novavax Doses (in USD) for a Tier 2 COVAX Participant, as set out in Schedule 3;
“Tier 3 COVAX Participant” means an AMC92 COVAX Participant;
“Tier 3 Purchase Price” means the Purchase Price per dose of Novavax Doses (in USD) for a Tier 3 COVAX Participant, as set out in Schedule 3;
6. Purchase Price and Balancing Payment
6.1 Purchase Price
6.1.1 The Parties agree on a purchase price for the COVAX Doses as set out in Schedule 3 (“Purchase Price”).
6.1.2 The Purchase Price shall be [***] of the cost of packaging and delivering such COVAX Doses to the locations set out at Clause 7.2.6 (including the costs of any QA testing required by local import requirements).
6.1.3 For the avoidance of doubt, the Parties acknowledge and agree that because Novavax will be providing Backstop Supply to COVAX Buyers in its own capacity and not on behalf of SII, COVAX Buyers shall pay the Purchase Price in respect of the Backstop Supply to Novavax upon delivery of Backstop Supply pursuant to Clause 4.4, in accordance with the terms of the relevant Supply Agreement.
6.2 Advance Payment Amount
6.2.1 In return for the commitment to supply eligible COVAX Participants with the Firm Order Commitment, Gavi shall pay to Novavax:
(i) USD [***] within [***] of (a) execution of this Agreement, or (b) receipt of the Regulatory Submission Plan, whichever occurs later; and
(ii) USD [***] within [***] of the Vaccine having received Emergency Use Listing by the WHO,
together, the “Advance Payment Amount”.
6.2.2 The Advance Payment Amount is calculated as an amount equal to USD [***] for each Novavax Dose (as at the date of this Agreement). Novavax shall reduce the applicable Purchase Price to be paid by a COVAX Buyer in respect of each Novavax Dose by an amount equal to the Advance Payment Credit.
6.2.3 The COVAX Participant Price is to be paid by COVAX Buyers to Novavax upon delivery of such Novavax Doses, in accordance with the terms of the relevant Supply Agreement.
6.3 Refund of Advance Payment Amount. Subject to Clause 13.3.1, the Advance Payment Amount is non–refundable and is a non–transferable prepayment towards the Purchase Price for the Firm Order Commitment.
6.4 Balancing Payment
6.4.1 Gavi shall be entitled to give notice to Novavax at any time that the Novavax Doses (or any part thereof) are not required for allocation under the COVAX Facility (such excess volume of Vaccine, which shall not include the Cancelled Doses, the “Remaining Doses”). On receipt of such notification Novavax shall use Commercially Reasonable Endeavours to sell the Remaining Doses outside of the COVAX Facility.
6.4.2 If Novavax has been unable to sell all of the Remaining Doses, despite using Commercially Reasonable Endeavours to do so, and such Remaining Doses become Wasted, Novavax shall inform Gavi of the number of such Wasted Remaining Doses (the “Balancing Doses”) and Gavi shall pay to Novavax a balancing payment to be calculated according to Clause 6.4.3 (the “Balancing Payment”).
6.4.3 Subject to Clause 6.4.4, the Balancing Payment shall be calculated according to the following formula: [***]
where:
(i) [***]
(ii) [***]
(iii) [***]
(iv) [***]
6.4.4 Provided the applicable portion of the Advanced Payment Amount has been received by Novavax pursuant to Clause 6.2, the sum of all Balancing Payments paid and payable shall not exceed:
(i) USD [***]; or
(ii) from date the Vaccine receives Emergency Use Listing by the WHO, USD [***],
(the “Balancing Payment Cap”). If the aggregate sum of any Balancing Payments paid and payable would exceed the Balancing Payment Cap, the amount of any payable Balancing Payment shall be reduced such that the Balancing Payment Cap is not exceeded.