Order and Delivery (Page 2)
Under and subject to terms to be agreed in the Definitive Agreement, MoH will place a binding order (the “Order”) for nine million nine hundred thousand (9,9000,000) doses of the Vaccine. It is estimated that the Order will be shipped in quarterly batches, no later than December 31, 2021, according to the interim delivery schedule subject to the terms of the confidentiality agreement between the Suppliers and the MoH on July 29, 2020 provided that Conditional Approval is received by December 31, 2020. [“Conditional Approval” means an emergency use or other approval from the US FDA and regulatory approval and release by the Peruvian regulatory authority].
- No doses will be shipped prior to the Suppliers receiving a Conditional Approval
- If Conditional Approval is received after December 31, 2020, but before June 30 2021, then the interim delivery schedule will shift accordingly and be adjusted to reflect the delay between December 31, 2020 and the date of Conditional Approval (adjusted delivery schedule).
- If Conditional Approval is not received by June 30, 2021, Suppliers will have no obligation to deliver against the adjusted delivery schedule.
- If Conditional Approval is received prior to June 30, 2021, and Suppliers are able to manufacture and deliver a certain number of contracted doses, but there is insufficient supply to deliver the full amount of contracted doses on the interim delivery schedule or the adjusted delivery schedule then the Suppliers will decide on necessary adjustments based on fair and equitable principles under the then existing circumstances.
- If Conditional Approval is received by June 30, 2021, but by December 31, 2021 Suppliers are unable to manufacture or deliver any contracted doses for technical or other reasons, Suppliers will have no obligation to deliver against the interim delivery schedule or the adjusted delivery schedule.
Under no circumstances will the Suppliers be subject to or liable for any late delivery penalties.
[…]Even if the Vaccine is developed and obtains regulatory approval or authorization, Suppliers shall have no liability for any failure to deliver doses in accordance with any estimated delivery dates set forth herein (other than as set out in the Advance Payment Section of this Binding Term Sheet), nor shall any such failure give MoH any right to cancel orders for any quantities of Vaccine.