Master Alliance Provisions Guide (MAPGuide)

Novavax – Serum Institute of India, COVID-19 Vaccine Supply and License Agreement

  • Business model | Product supply

2. Supply and Other Responsibilities

2.1 Supply

a. Supply of Vaccine Components to SIIPL. During the Term, Novavax will supply to SIIPL its requirements of Vaccine Components as per a Forecast to Manufacture and Commercialize the Product in the SIIPL Territory. Vaccine Components shall be in mutually acceptable standard fill volumes, concentration, and bulk packaging and meet other specifications and requirements set forth in a Quality Agreement to be negotiated and executed by the Parties within [***] of the Effective Date (the “Vaccine Component Specifications”).


2.2 Safety Stock. Subject to the last sentence of this Section 2.2, Novavax shall establish a safety stock of the Vaccine Components and shall thereafter maintain such safety stock exclusively available to SIIPL in quantities [***] (the Safety Stock). Novavax shall keep SIIPL [***] informed of the level of the Safety Stock. If the Safety Stock drops below [***], Novavax shall use [***] to replenish the Safety Stock [***]. [***] Parties agree that the quantity of Vaccine Components to be kept in the Safety Stock shall be [***].

3. Forecasts & Orders

3.1 Forecast. Within [***] of the Effective Date, SIIPL will provide Novavax with a [***] forecast of SIIPL’s anticipated demand for the Vaccine Components for Manufacture of the Product in SIIPL Territory (the “Forecast”) for Novavax’ review and acceptance. SIIPL will update such Forecast on a [***] basis within [***] for Novavax’ review and acceptance. The quantity specified for [***] of each Forecast accepted by Novavax (an “Accepted Forecast”) will be binding upon both Parties and not subject to change (a “Firm Order”). Thereafter it is agreed that the subsequent [***] of each Accepted Forecast (the “Non–Binding Period”) will be a good faith, non–binding estimate of the quantities of Vaccine Components required by SIIPL for the Manufacturing of the Product, provided that the forecasted volumes for [***] of the Non–Binding Period may not change by greater than [***]% for the same period.