Dominican Republic Ministry of Health – Pfizer/BioNTech, COVID-19 Vaccine Binding Term Sheet

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The Binding Term Sheet between Pfizer/BioNTech (“Suppliers”) and the Dominican Republic (as represented by its Ministry of Public Health and Social Assistance, or “MISPAS“) came into effect after meeting the conditions precedent of Resolutions from the Senate on 19 January 2021 and the Counsel of Deputies (the lower house of the legislature of the Dominican Republic) on 27 January 2021. In addition, on 28 January 2021 the President of the Dominican Republic granted a power of attorney in furtherance of the agreement. This Power of Attorney is attached as Appendix B to the Binding Term Sheet, but is illegible in the scanned document.

This Binding Term Sheet is intended to result in a Definitive Agreement between the Parties for the purchase of 7,999,875 doses of the Suppliers’ mRNA vaccine (BNT162) for the prevention of COVID-19 for USD 95,998,500 by the Dominican Republic. Under this Term Sheet, the cost of the vaccine is $12/dose, exclusive of tax and inclusive of main carriage freight. As of this writing on 1 April 2021, it is unknown whether the Definitive Agreement has actually been executed. The Parties also entered into a Confidentiality Agreement on 29 October 2020, which was not available as of this writing. This Binding Term Sheet is to establish terms for a purchase agreement, as opposed to a research collaboration or development agreement.

The contractual terms generally favour the Suppliers in that the Suppliers have no liability for failure to perform, inadequate performance, failure to make safe delivery of the vaccine, or for any consequences of the administration of the vaccine. In addition, the Dominican Republic has agreed to fully indemnify the Suppliers and has assumed liability for contravention of the 2020 Confidentiality Agreement.

Notwithstanding the terms of the Confidentiality Agreement, Suppliers have the right to provide pricing information to other countries, thereby allowing the Suppliers to convey this information to other countries in the midst of their negotiations.

Provision Language

Information (page 11)

The Suppliers shall keep MISPAS apprised of the progress of the material development of the Vaccine and shall provide MISPAS with such information regarding that development as MISPAS reasonably requests.

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Dominican Republic Ministry of Health – Pfizer/BioNTech, COVID-19 Vaccine Binding Term Sheet

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