5.1 Most Favored Nation Clause
(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 (“Covered Nation”) at a price that is more favorable than those set forth in this Project Agreement.
(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.
(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 “Amended Pricing Effective Date”), the U.S. Government will receive that lower price for all orders of COVID-19 vaccine doses following that Amended Pricing Effective Date.
(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.
(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.