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

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This COVID-19 vaccine Supply and License Agreement between Serum Institute of India Private Limited (“SIIPL”) and Novavax, Inc. (“Novavax”) is effective from July 30, 2020 and amended on September 11, 2020. Amended terms are noted where applicable.

The agreement is heavily redacted, particularly terms related to intellectual property, indemnification, limitation of liability and dispute resolution. Based on the information disclosed in the agreement, Novavax: (a) supplies to SIIPL certain Vaccine Components exclusively owned by Novavax (i.e., NVX-CoV2373 as Drug Substance and Matrix-M™ as Adjuvant); (b) grants to SIIPL an exclusive royalty bearing license in the SIIPL Exclusive Territory to use the Vaccine Components to manufacture and commercialize a vaccine product developed from the coformulation of Vaccine Components (“Product”) for human prophylactic uses in SARS-CoV-2 disease (“Field”); (c) grants to SIIPL a nonexclusive royalty bearing license in the SIIPL Non–Exclusive Territory to use the Vaccine Components to manufacture and commercialize the Product; and (d) provides to SIIPL that Licensed Know–How Controlled by Novavax or its Affiliates in accordance with the terms and conditions of the Agreement. SIIPL agrees to pay Novavax a royalty equaling 50% of the revenue from the sale of Product and certain undisclosed prices for the Vaccine Components.

The definition of “territory” under the agreement differs during and after the Pandemic Period (i.e., the period during which the World Health Organization declares a Public Health Emergency of International Concern in relation to the SARS-CoV-2 virus). The SIIPL Exclusive Territory under the agreement is India. The SIIPL Non-Exclusive Territory during the Pandemic Period is any country except India and a redacted list of countries forming the Novavax Exclusive Territory. After the Pandemic Period, the SIIPL Non-Exclusive Territory is the countries designated as low and middle income countries according to the Word Bank classification as of the first day of the end of the Pandemic Period.

The agreement also makes reference to a separate funding agreement between CEPI and Novavax under which Novavax is required to make COVID-19 vaccines available to the COVAX Facility.

This agreement is also referenced in a separate advance purchase agreement for COVID-19 vaccines between Gavi and Novavax.

Provision Language

7. Payment, Invoicing and Terms

7.1 SIIPL Royalty Payment. SIIPL shall pay Novavax with respect to SIIPL’s sale of Product a royalty in an amount equal to percent (50%) of the Revenue on a Calendar Quarter bases (the “SIIPL Royalty Payment”). All payments under this Agreement shall be made in United States Dollars. Payments pertaining to SIIPL Royalty Payment, as applicable, shall be fully paid [***] on the basis of the applicable sales of Product recognized under US GAAP for the prior Calendar Quarter.

7.2 Vaccine Component Payment [amended]. The payments pertaining to Adjuvant Price to be paid by SIIPL to Novavax or its designee will be initiated [***] and will thereafter be due and payable upon receipt of the applicable invoice from Novavax (the “Vaccine Component Payment”).

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

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

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