Recent Updates
Recently added Catalysts
CVAC

REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [Contract Number]

Key Takeaway: Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. ADVANCE PURCHASE AGREEMENT ("APA")1 for the development, production, advance purchas

Full Press Release Details

Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material
and (ii) would likely cause competitive harm if publicly disclosed.
ADVANCE PURCHASE AGREEMENT ("APA")1
for the development, production, advance purchase and supply of a COVID-19 vaccine for EU Member States
NUMBER - SANTE/2020/C3/049
The European Commission (the "Commission"), acting on behalf and in the name of the Member States listed
in Annex I (the "participating Member State(s)")2
being represented for the purposes of the signature of this APA by Ms Stella Kyriakides, Commissioner for Health and Food
CUREVAC AG, Friedrich-Miescher-Str. 15, 72076 T bingen, Deutschland, HRB 754041, Stuttgart District Court,
represented for the purposes of the signature of this APA which has the form of a framework contract by [forename,
surname, function of legal representative],
The Commission, acting on behalf and in
the name of the participating Member States, and the contractor are together referred to as the "Parties"
and each individually as a "Party".
to the special conditions
and the general conditions of this APA and the following annexes:
Annex I - List of participating Member States
Annex II - Template Vaccine Order Form
Annex III - Annex 7 to Commission Decision C(2020) 4192 final of 18 June 2020 - Agreement between the Commission and Member States on procuring COVID-19 vaccines on behalf of the Member States and related procedures
Annex IV - Preliminary Specification of the Product
Annex V - List of (planned) manufacturing network partners
1 This APA is based on the agreement between the Commission and the Member States as approved by Commission Decision C(2020) 4192 final on approving the agreement with Member States on procuring Covid-19 vaccines on behalf of the Member States and related procedures.
2 As provided for in Article 4(5)(b) of Council Regulation (EU) 2016/369 of 15 March 2016 on the provision of emergency support within the Union as amended by Council Regulation (EU) 2020/521 of 14 April 2020 activating the emergency support under Regulation (EU) 2016/369, and amending its provisions taking into account the COVID-19 outbreak.
Annex VI - Template Goods Received Form
Annex VII - Description of the contractor 's intended utilisation of the up-front payment and the second up-front payment
which form an integral part
Recitals 2
TABLE OF CONTENTS 5
I. Special Conditions 7
I.1. Order of priority of provisions 7
I.2. Definitions 7
I.3. Subject matter 10
I.4. Entry into force and duration of the APA 11
I.5. Implementation of the APA 11
I.6. Product 12
I.7. Contract Volume 13
I.8. Allocation and Vaccine Order Forms 13
I.9. Development Timeline; Special Commitments 14
I.10. Right of the participating Member States to re-sell, export and/or distribute the Product 15
I.11. Delivery; Estimated Delivery Schedule; Delays 16
I.12. Delays 17
I.13. Packaging; Labelling 17
I.14. Warranties; Acceptance mechanism 18
I.15. Product recalls 19
I.16. Price of the Product 19
I.17. Payment obligations 20
I.18. Contractor's bank account 21
I.19. Communication details 22
I.20. Exploitation of the results of the APA 22
I.21. Applicable law and settlement of disputes 22
I.22. Reporting 23
I.23. Indemnification 23
II. GENERAL CONDITIONS 26
II.1. Severability 26
II.2. Provision of Supplies 26
II.3. Communication between the parties 26
II.4. Liability 27
II.5. Conflict of interest and professional conflicting interests 27
II.6. Confidentiality and public announcements 28
II.7. Processing of personal data 29
II.8. Subcontracting 29
II.9. Amendments 29
II.10. Assignment 30
II.11. Force majeure 30
II.12. Reduction in price 30
II.13. Suspension of the APA 31
II.14. Termination of the APA 32
II.15. Payment Requests, Invoices, Value Added Tax and e-invoicing 35
II.16. Payments 35
II.17. Checks and audits 37
Annex I List of participating Member States 40
Annex II Template Vaccine Order Form 41
Annex III Annex 7 to Commission Decision C(2020) 4192 final of 18 June 2020 - Agreement between the Commission and Member States on procuring COVID-19 vaccines on behalf of the Member States and related procedures 45
Annex IV Preliminary Specification of the Product 52
Annex V List of (planned) manufacturing network partners 53
Annex VI Goods Received Form (preliminary) 54
Annex VII Description of the contractor's intended utilisation of the up-front payment and the second up-front payment 56
I. Special Conditions
If there is any conflict between different
provisions in this APA, the following rules must be applied:
All documents issued by the contractor
(such as end-user agreements, general terms and conditions, etc.) are held inapplicable, unless they are issued under or in accordance
with this APA (such as the final specifications, (formal) notifications, etc.). In all circumstances,
in the event of contradiction between this APA and documents issued by the contractor, this APA prevails,
regardless of any provision to the contrary in the contractor's documents.
For the purpose of this APA, the
following definitions (indicated in italics in the text) apply:
Additional Doses up-front payment':
the up-front payment relating to the Additional European Doses as specified in Article I.17.2(b).
Additional European Doses':
the additional number of doses, which may be ordered by the Commission in accordance with Article I.7.2.
company, partnership or other entity that controls, is controlled by, or is under common control with the contractor.
For purposes of this definition only, "control" means (a) to possess, directly or indirectly, the power to direct
the management or policies of an entity, whether through ownership of voting securities, by contract relating to voting
rights or corporate governance or otherwise, or (b) to own, directly or indirectly, more than 50 % of the outstanding voting
securities or other ownership interest of such entity, provided that, if applicable law requires a minimum percentage of
local ownership, control will be established by direct or indirect beneficial ownership of 100 % of the maximum ownership
interest that may, under such applicable law, be owned by foreign interests, provided, however, that regarding the contractor,
the term affiliate shall not include [], [] and/or any other companies controlled by [] and/or [] that
are not subsidiaries of the contractor.
Apparent defect': any
defect of the Product existent at the moment of delivery at the delivery site of the relevant participating Member
State that has been identified or could have been identified upon visual inspection of the pallet or grouping box of the Product
or the temperature monitoring device. It may include a physical damage, a leakage, an incorrect labelling or temperature readings
or recordings that deviate from the required cold chain specifications.
Breach of obligations':
failure by the contractor to fulfil one or more of its contractual obligations, unless the APA (i) states explicitly
that the non-fulfilment of an obligation shall not result in any consequences or (ii) provides for a specific consequence other
than those set forth in Article II.14.
CMO': a contract manufacturing
Commission': the European
Confidential information or document':
any information or document disclosed or given between the Parties or on their behalf in the context of the negotiation
and conclusion of the APA (including the terms of the APA and the Vaccine Order Forms) and/or the performance
of the APA. It does not include any information (i) the receiving Party can prove was known to it prior to the date
of disclosure; (ii) the receiving Party can prove was lawfully obtained from a third party without any obligation of confidentiality;
(iii) is or becomes part of the public domain other than through any act or omission of the receiving Party; or (iv) is
independently developed by the receiving Party without use of or reference to the disclosing Party's confidential
information or documents, as evidenced by the receiving Party's records.
Conflict of interest':
a situation where the impartial and objective performance of this APA by the contractor is compromised for reasons
involving family, emotional life, political or national affinity, economic interest, any other direct or indirect personal interest,
or any other shared interest with the Commission, the participating Member State or any third party related to the
subject matter of this APA, it being understood that the conclusion, implementation and performance of further agreements
on the provision of the Product shall not constitute a conflict of interest.
Contractor': CUREVAC
AG with its seat in T bingen, registered with the commercial register of the local court of Stuttgart under HRB 754041.
the pandemic as further described in the Recitals.
the delivery site as indicated in the relevant Vaccine Order Form.
Dose': the amount of
the Product as specified in Article I.6.3.
EU marketing authorisation':
the approval under the relevant provisions of Regulation (EC) 726/2004 of the European Parliament and of the Council of 31 March
2004 laying down Union procedures for the authorisation and supervisions of medicinal products for human and veterinary use and
establishing a European Medicines Agency, by the European Commission necessary for the placing on the market of the Product
for vaccination in the territory of the European Union, including conditional marketing authorisation in accordance with Article
14-a of Regulation 726/2004 and Commission Regulation 507/2006/EC.
Final specification':
the final specification of the Product as to be determined by contractor in accordance with in Article I.6.2.
unforeseeable, exceptional situation or event beyond the control of the Parties that prevents either of them from fulfilling
any of their obligations under the APA. The situation or event must not be attributable to error or negligence on the part
of the Parties or on the part of the subcontractors and must prove to be inevitable despite their exercising due diligence.
Defaults of service, defects in equipment or material or delays in making them available, labour disputes, strikes and financial
difficulties may not be invoked as force majeure, unless they are caused by a relevant case of force majeure.
Formal notification' (or
formally notify'): form of communication between the Parties made in writing by mail or e-mail in English,
which provides the sender with compelling evidence that the message was delivered to the specified recipient.
Fraud': an act or omission
committed in order to make an unlawful gain for the perpetrator or another by causing a loss to the Union's financial interests,
and relating to: i) the use or presentation of false, incorrect or incomplete statements or documents, which has as its effect
the misappropriation or wrongful retention of funds or assets from the Union budget, ii) the non-disclosure of information in violation
of a specific obligation, with the same effect or iii) the misapplication of such funds or assets for purposes other than those
for which they were originally granted, which damages the Union's financial interests.
GDP': good distribution
Last updated: Jan 19, 2021