Master Alliance Provisions Guide (MAPGuide)

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

  • Liability | Indemnification & liability

Definitions

COVAX Partners” means CEPI, Gavi and the WHO;

12. Liability, Insurance, Indemnification

12.1 Liability. With the exception of cases of [***] or otherwise for losses that cannot be excluded or limited at law:

12.1.1 neither Party shall be liable to the other or to any third party, whether in contract (including under any indemnity), in tort (including negligence), under any statute or otherwise under or in connection with this Agreement for or in respect of any: (i) [***]; or (ii) [***];

12.1.2 [***] total aggregate liability under this Agreement shall be limited to [***]; and

12.1.3 without prejudice to [***], [***] total aggregate liability under this Agreement shall be limited to [***].

[…]

12.3 Indemnification

12.3.1 [***]. Novavax and Gavi have agreed a [***]

12.3.2 Novavax shall not, and shall ensure that the other members of Novavax’s Group shall not, bring any claim against Gavi nor any of the COVAX Partners in respect of any Losses arising out of or in connection with the administration or use of the Vaccine. Novavax shall indemnify Gavi and any of the COVAX Partners for any Losses suffered by them as a result of breach of this Clause 12.3.2.

12.3.3 Gavi shall inform [***] that it has agreed [***] with Novavax and that, subject to Clause12.3.5, such [***].

12.3.4 Subject to Clause 12.3.5, Gavi shall inform [***]

12.3.5 Where a COVAX Participant has entered into a bilateral arrangement with Novavax for the purchase of the Vaccine, Novavax shall, at the relevant COVAX Participant’s option, provide to such COVAX Participant the Vaccine doses it has been allocated pursuant to the COVAX Facility on the same terms as the [***].

13. Term and Termination

13.3 Effects of Expiry and Termination

[…]

13.3.4 A Party shall not be entitled to any compensation for any loss, damage, liability or expense incurred as a result of the proper exercise by the other Party of any right to terminate this Agreement.