US Department of Defense – Sanofi, COVID-19 Vaccine Development Agreement

Provision Language

<p><span style=”text–decoration: underline;”><b>Award Letterb>span>p>
<p><span style=”font–weight: 400;”>The total approved cost to the Government for this effort is not to exceed [redacted content]. The break–out of the costs is as follows: $1,769,013,470 to perform project efforts include in the SOW [redacted content]. This modification obligates the full amount of fee/rate ATI would be due under normal circumstances. Should the Government determine that a special allocation rate is applicable to projects in support of Operation Warp Speed, the Government will unilaterally de–obligate the funds which represent the delta between ATI&#8217;s standard rate and the agreed upon special allocation rate. While the identified amounts are incorporated into the OTA, they are subject to the limitations in the undefinitized addendum. Specifically, member funding is limited to 50% of the member ceiling.span>p>
<p><span style=”text–decoration: underline;”><strong>Statement of Work: strong><strong>5.o Milestone Payment Schedulestrong>span>p>
<p><img decoding=”async” loading=”lazy” class=”alignnone wp–image–3770” src=”https://ghiaa.local/wp–content/uploads/2021/02/Sanofi–Milestone–payment–schedule–1–300×123.png” alt=”” width=”388” height=”159” srcset=”https://ghiaa.org/wp–content/uploads/2021/02/Sanofi–Milestone–payment–schedule–1–300×123.png 300w, https://ghiaa.org/wp–content/uploads/2021/02/Sanofi–Milestone–payment–schedule–1–1024×421.png 1024w, https://ghiaa.org/wp–content/uploads/2021/02/Sanofi–Milestone–payment–schedule–1–768×316.png 768w, https://ghiaa.org/wp–content/uploads/2021/02/Sanofi–Milestone–payment–schedule–1.png 1400w” sizes=”(max–width: 388px) 100vw, 388px” />p>
<p><img decoding=”async” loading=”lazy” class=”alignnone wp–image–3771” src=”https://ghiaa.local/wp–content/uploads/2021/02/Sanofi–Milestone–payment–schedule–2–248×300.png” alt=”” width=”386” height=”467” srcset=”https://ghiaa.org/wp–content/uploads/2021/02/Sanofi–Milestone–payment–schedule–2–248×300.png 248w, https://ghiaa.org/wp–content/uploads/2021/02/Sanofi–Milestone–payment–schedule–2–847×1024.png 847w, https://ghiaa.org/wp–content/uploads/2021/02/Sanofi–Milestone–payment–schedule–2–768×929.png 768w, https://ghiaa.org/wp–content/uploads/2021/02/Sanofi–Milestone–payment–schedule–2–1270×1536.png 1270w, https://ghiaa.org/wp–content/uploads/2021/02/Sanofi–Milestone–payment–schedule–2.png 1406w” sizes=”(max–width: 386px) 100vw, 386px” />p>
<p><strong><span style=”text–decoration: underline;”>Statement of Work: 5.1 Most Favored Nation Clause span>strong>p>
<p>(i) Due to the exceptional and unprecedented nature of the COVID–19 threat to global public health and in recognition of the long historical partnership between the U.S. Government and Sanofi Pasteur working on global pandemic solutions, as well as the investments made towards the development of a safe and effective vaccine against COVID–19, Sanofi Pasteur agrees that it will not sell any COVID–19 vaccine licensed under this Agreement to any nation that is a member of the Group of Seven plus Switzerland (“<b><i>Covered Nationi>b>”) at a price that is more favorable than those set forth in this Project Agreement.p>
<p>(ii) If, at any time prior to December 31, 2021, Sanofi Pasteur enters into any agreement with a Covered Nation to sell COVID–19 vaccine doses at a price lower than the price currently paid by the U.S. Government for the same COVID–19 vaccine doses, Sanofi Pasteur shall provide notice within 30 days to the U.S. Government and the U.S. Government may elect, at its discretion, to receive the benefit of this provision and receive COVID–19 vaccine doses at that lower price.p>
<p>(iii) Upon any such election by the U.S. Government, this Project Agreement shall be deemed to have been amended and modified such that, from the date on which the more favorable pricing was first provided to any Covered Nation (the “<b><i>Amended Pricing Effective Datei>b>”), the U.S. Government will receive that lower price for all orders of COVID–19 vaccine doses following that Amended Pricing Effective Date.p>
<p>(iv) Additionally, Sanofi Pasteur will provide a credit, expressed as a cost share, towards future U.S. Government payments made under this Project Agreement in the amount that the U.S. Government paid above the more favorable pricing for any purchases of COVID–19 vaccine doses placed prior to the Amended Pricing Effective Date. In the event the credit exceeds the remaining payments due Sanofi Pasteur under this Project Agreement, the parties agree to negotiate how best to protect the Government’s interest as part of the Close–out Procedures specified in Section 2.05 of Other Transaction Agreement number W15QKN–16–9–1002.p>
<p>(v) Any price reductions provided hereunder are not intended as an inducement or reward for any procurement or purchasing decisions by the U.S. Government of any Sanofi Pasteur product.p>
<p><span style=”text–decoration: underline;”><b>Undefinitized Project Actionb>span>p>
<p><strong>1. Definitizationstrong>p>
<p><span style=”font–weight: 400;”>a) This Agreement covers a hybrid Cost/Fixed Price UPA that awards prototype project MCDC2011–005. The Contractor agrees to promptly begin negotiating with the Agreements Officer on the terms of a definitive Agreement for the project, which will include: (1) all mutually agreeable terms and conditions related to this Agreement, and (2) all other terms and conditions required by law. The Contractor will be required to submit a qualifying cost proposal with all necessary supporting documentation, in order to allow for a full evaluation of costs.span>p>
<p>[&#8230;]p>
<p><span style=”font–weight: 400;”>e) The Government and Contractor agree that this UPA will include a ceiling in the amount of $1,769,013,470. This ceiling may be adjusted only by the written agreement of both parties.span>p>
<p><span style=”font–weight: 400;”><strong>2. Payment of Allowable costs before Definitizationstrong>span>p>
<p><span style=”font–weight: 400;”>Prior to definitization of this Agreement, the Government will reimburse the Contractor for all allowable and allocable costs up to 50% of the approved Not–To–Exceed (NTE) Price of $1,769,013,470. At any time before a payment, the Agreements Officer may have the Contractor&#8217;s invoices or vouchers audited. Any payment may be (1) reduced by any amounts found by the Agreements Officer not deemed authorized in accordance with the Statement of Work, or (2) adjusted for overpayments made on preceding invoices or vouchers. span>p>
<p><strong>3. Limitations on Obligationsstrong>p>
<p><span style=”font–weight: 400;”>The Government will not obligate more than 50 percent of the NTE Price before definitization.span>p>