Master Alliance Provisions Guide (MAPGuide)

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

  • Liability | Representations & Warranties


Solvency-Related Event” means any action, legal proceeding or other procedure or step that is taken in relation to any of the following events or any of the following events occurring with respect to one Party: (i) a suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, termination of existence, insolvent liquidation, administration, reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise), bankruptcy, insolvency, judicial management or curatorship; (ii) a settlement, deferred payment, debt restructuring, transfer, restructuring, composition, compromise, assignment or similar arrangement of the relevant Party with any of its creditors; (iii) the appointment of a liquidator, trustee, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the relevant Party or any of its assets; or (iv) any analogous procedure or step that is taken by any governmental authority (excluding any bona fide procedure relating to a solvent liquidation, merger or transformation)

11. Representations, Warranties and Undertakings

11.1 Representations and Warranties

11.1.1 Each Party represents and warrants upon the Effective Date of this Agreement that:

(i) it is duly established and validly existing under the laws of its place of incorporation and that it has the power and authority to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of this Agreement and the transaction contemplated herein;

(ii) this Agreement is executed by a duly authorised representative of that Party;

(iii) it is in material compliance with all applicable statutes, regulations, directives and requirements of any governmental entity;

(iv) once duly executed, this Agreement will constitute its legal, valid and binding obligations; and

(v) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not and will not have any material conflict with (i) any law or regulation, or judicial or official order, applicable to it; (ii) its constitutional documents; or (iii) any agreement or instrument binding upon it or its assets.

11.1.2 Novavax further represents and warrants upon the Effective Date of this Agreement that:

(i) it is not under any obligation, contractual or otherwise, to any Person or third party in respect of the COVAX Doses contemplated to be procured in connection with this Agreement or that conflicts with or is inconsistent in any material respect with the terms of this Agreement or that would impede the complete fulfilment of its obligations under this Agreement;

(ii) it is not subject to a Solvency-Related Event nor is it likely to be subject to a Solvency-Related Event in the near future;

(iii) it has the requisite rights to manufacture and supply the Vaccine in accordance with the terms of this Agreement; and

(iv) to the best of its knowledge, the manufacture and sale of the COVAX Doses is in accordance with this Agreement and will not infringe any third party Intellectual Property Rights.

11.1.3 Except for those representations, warranties and covenants expressly set forth in this Clause11.1, to the fullest extent not prohibited by applicable law, Novavax expressly disclaims all other representations, warranties and covenants of any kind, whether express or implied, written or oral, by fact or law, including any implied representations, warranties and covenants of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement and any representations or warranties or conditions or guarantees arising from statute, course of dealing or usage of trade. Further, the Parties hereby acknowledge and agree that nothing contained in this Agreement shall be construed as a warranty, either express or implied, that Novavax will obtain a positive clinical outcome or that the product will receive regulatory approval.