Master Alliance Provisions Guide (MAPGuide)

Sanofi – DoD Agreement for Adjuvanted Recombinant COVID-19 Vaccine Development

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Award Letter

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’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.

Undefinitized Project Action

  1. Definitization:
    • 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.
    • b) The schedule for definitizing this Agreement is as follows: 
      • i. Receipt of Qualifying Proposal: 10 September 2020 
      • ii. Estimated Start of Negotiations: 01 October 2020 
      • iii. Estimated Date of Definitization: 09 December 2020 
    • c) If a definitive Agreement is not finalized to supersede this UPA by the target date in paragraph 2(b)(iii), or within any extension granted in writing by the Agreements Officer, the Agreements Officer may, with the approval of the Army Contracting Command-New Jersey, Senior Contracting Official, unilaterally determine a fair and reasonable price. This determination is subject to Contractor appeal, as provided for in the Disputes article of W15QICN-16-9-1002, but the Contractor shall not cease performance of this Agreement while proceeding through the dispute process. 
    • d) After the Agreements Officer’s determination of a fair and reasonable price, the Agreement shall be governed by all of the terms and conditions of the definitive Agreement. Furthermore, all the terms and conditions of this UPA shall continue in effect, except for those that by their nature apply only to UPAs. 
    • 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.

2. PAYMENT OF ALLOWABLE COSTS BEFORE DEFINITIZATION: 

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’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. 

3. LIMITATIONS ON OBLIGATIONS: 

The Government will not obligate more than 50 percent of the NTE Price before definitization. 

4. LIMITATION OF GOVERNMENT LIABILITY: 

  • a) In performance of this Agreement, the Contractor is not authorized to make expenditures or incur obligations exceeding $1,769,013,470 dollars.
  • b) The maximum amount for which the Government shall be liable if this Agreement is terminated is $1,769,013,470 dollars.

5. EXECUTION AND COMMENCEMENT OF WORK: 

Upon acceptance by both parties, the Contractor shall proceed with performance of the Statement of Work, including the purchase of any necessary materials.