Master Alliance Provisions Guide (MAPGuide)

Gavi Alliance – Novavax, COVID-19 Vaccine Advance Purchase Agreement

  • Protecting & sharing information | Confidentiality

Definitions

Confidential Information” means any and all (i) information or material, including any documents, notes, analyses, studies, financial summaries, samples, drawings, diagrams, designs, flowcharts, databases, models and plans, that at any time on or after or prior to the Effective Date has been or is provided or communicated by or on behalf of one Party (such Party in such capacity, the “Disclosing Party”) or any of its Representatives to the other Party  (such Party in such capacity, the “Receiving Party”) or any of its Representatives in connection with this Agreement, including any discussions or negotiations with respect thereto and any data, ideas, concepts or techniques contained therein and (ii) modifications thereof or derivations therefrom, including documents, memoranda, notes, studies and analyses prepared by the Receiving Party or its Representatives that contain, incorporate or are derived from the Disclosing Party’s Confidential Information, in each case, to the extent containing any information or material described in sub-section (i) above. Confidential Information may be disclosed either orally, visually, electronically, in writing, by delivery of materials containing Confidential Information or in any other form now known or hereafter invented;

16. General

16.1 Confidentiality

16.1.1 Each Party shall treat as strictly confidential and not disclose or use any Confidential Information, including this Agreement and its terms, unless the disclosing Party has given prior written approval to the disclosure or use.

16.1.2 The provisions of Clause 16.1.1 shall not prohibit disclosure or use of Confidential Information if and to the extent:

(i) necessary for the performance of either Party’s obligations under this Agreement;

(ii) that Gavi discloses to: (a) [***]; (b) [***]; (c) [***]; (d) [***]; (e) [***]; (f) [***]; (g) [***]; (h) [***]; (i) [***]

(iii) that Novavax discloses to [***]: (a) [***]; (b) [***]

(iv) in the reasonable opinion of the receiving Party’s counsel, is required by law (including the rules of any stock exchange) or a valid order of a court of competent jurisdiction or for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement;

(v) the disclosure is required to fulfil reporting obligations to financial institutions providing funding relating to this Agreement;

(vi) the disclosure is made to a tax authority in connection with the tax affairs of the disclosing Party;

(vii) the disclosure is to the professional advisers or experts of a Party (including a Party’s insurers, financial advisors or any Auditor) and those advisers are subject to confidentiality obligations broadly equivalent to those set out in this Clause  16.1 (Confidentiality);

(viii) it becomes publicly available other than as a result of a breach of an obligation of confidentiality; or

(ix) the information is already in the possession of that Party and is not subject to an obligation of confidentiality or a restriction on use.

[…]

16.3 Press Release. Each Party may issue press releases on Gavi’s advance purchase commitment and the Parties’ related collaboration according to this Agreement. The Parties shall discuss and align the form and content of such press releases and a Party shall not make or authorise a press release or other public statement relating to the collaboration of the Parties or the terms of this Agreement unless it has the prior written approval of the other Party. The Parties agree that after a disclosure pursuant to this Clause, whether it be issuance of a press release or other public announcement pursuant to this Clause that has been reviewed and approved by the other Party, the disclosing Party may make subsequent public disclosures reiterating such information without having to obtain the other Party’s prior consent and approval, so long as the information in such press release or other public announcement remains true, correct, and the most current information with respect to the subject matters set forth therein.