Textová podoba smlouvy Smlouva č. 14994583: objednávka dodávky vakcín proti COVID-19

Příloha isrs 1504-20.pdf

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                        Vaccine Order form

This Vaccine Order Form is submitted by:

      the Czech Republic (the “Participating Member State”), represented for the purposes of
      signing this Vaccine Order Form by Radek Policar, Deputy Minister for Legislation and
      Legal Affairs,

to:

      Pfizer Inc. incorporated in Delaware (Registration Number 0383418) with its registered
      address at 235 East 42nd Street, 10017 New York City, NY (UNITED STATES),
      represented for the purposes of signing this Vaccine Order Form by Nanette Cocero,
      Vaccine Global President (“Pfizer”);

      and

      BioNTech Manufacturing GmbH, registered with the commercial register of the lower
      court (Amstgericht) of Mainz. Germany under HRB 47548. with its registered address at
      An ger Goldgrube 12, 55131 Mainz. Germany (“BioNTech”).

      (Pfizer and BioNTech together the “Contractor”).

The Participating Member State and Contractor are together referred to as the “Parties” and
each individually as a “Party”.

WHEREAS

    — Contractor and the European Commission, acting on behalf of and in the name of the
          Participating Member States, entered into an Advance Purchase Agreement for the
         purchase and supply of Contractor’s Vaccine for EU Member States dated 20
         November 2020 (the “APA”), the terms of which are binding on the Participating
         Member States and must be read in conjunction with this Vaccine Order Form.

    — The APA provides that each Participating Member State will submit to Contractor a
         Vaccine Order Form through which Contractor shall make available and deliver to the
         relevant Participating Member State a proportion of the Contracted Doses or Additional
         Order as applicable, in accordance with the allocation provided by the Commission
         pursuant to Article 1.6.3 of the APA and at the price and conditions as set out in the
         APA.

    — In accordance with Article 1.5.2 of the APA, the Czech Republic hereby places its order
         for its full allocated portion of the Contracted Doses or Additional Order (as
         applicable).
                                                       Article I

                                                  Subject matter

1. This Vaccine Order Form is submitted by the Czech Republic to Contractor in
    accordance with the terms of the APA, and forms an integral part of the APA. The
    terms and conditions of the APA are incorporated into this Vaccine Order Form by
    reference. In the event of contradiction between this Vaccine Order Form and the APA,
    the terms of the APA prevail regardless of any provision to the contrary. Any
    capitalised terms in this Vaccine Order Form will have the meaning attributed to them
    in the definitions list included in Article 1.2 of the APA.

2. This Vaccine Order Form relates to the order for the Participating Member State’s full
    allocated portion of the Contracted Doses or the relevant Additional Order (as
    applicable) as set out in the allocation provided by the Commission to Contractor
    pursuant to Article 1.6.2 of the APA. The submission of this signed Vaccine Order
    Form by the Member State to Contractor constitutes a binding order by the Member
    State for the purchase of its full allocated portion of the Contracted Doses or the
    relevant Additional Order (as applicable) as follows:

3. By signature of this Vaccine Order Form, the undersigned Member State warrants to
    Contractor that:

a  it is irrevocably and unconditionally bound by the terms of the APA (as

concluded by the Commission on behalf and in the name of the Participating

Member States), including the indemnification obligations and the liability,

limitation of liability and exclusions terms set out therein;

b  the provisions of the APA are enforceable against it in accordance with

its terms;

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c  it shall indemnify the Indemnified Persons in accordance with Article

1.12 (Indemnification) of the APA;

d  it has full right, power and authority to enter into this Vaccine Order

Form and to perform its respective obligations under it;

e  the person executing this Vaccine Order Form is duly authorized to

execute and bind the undersigned Participating Member State to the terms set

forth herein and incorporated by reference.

4. The Participating Member State acknowledges that the Vaccine and materials related
    to the Vaccine, and their components and constituent materials are being rapidly
    developed due to the emergency circumstances of the COVID-19 pandemic and will
    continue to be studied after provision of the Vaccine to the Participating Member States
    under the APA. The Participating Member State further acknowledges that the long­
    term effects and efficacy of the Vaccine are not currently known and that there may be
    adverse effects of the Vaccine that are not currently known. Further, to the extent
    applicable, the Participating Member State acknowledges that the Vaccine shall not be
    serialized.

5. The Participating Member State represents and warrants that all necessary permissions
    and approvals have been or will be obtained prior to the time for performance by the
    Participating Member State, to authorise performance of all of the obligations
    contained herein.

                                                      Article II

                                                Deliver) , Supply

1. Delivery Address. The Delivery Address for the Participating Member State is as
    follows:
2. Supply of the Products
   The Contractor shall supply the Products as further described in the APA.

                                                      Article Ill
                                                 Invoices; Notices

1. Invoice and Payments. Contractor shall invoice the Participating Member State in
    accordance with the terms of the APA. All payments to Contractor or its designated
    Affiliate shall be made in accordance with the terms of the APA.
     Payment shall be made in the following currency pursuant to the provisions of Article
    II. 19.2: Czech koruna (CZK).

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2. Notice. Any notice given under this Vaccine Order Form must a) be made in writing
     in English in paper or electronic format; b) bear the APA number and the number of
     this Vaccine Order Form; c) be made using the relevant communication details set out
     below with respect to the Member State and Contractor (as applicable); d) be sent by
     mail and email:
            Participating Member State:
               Czech Republic
               Ministry of Health of the Czech Republic
               Palackého nám. 375/4, 128 00 Nové Město, Praha

               Radek Policar
               Deputy Minister for Legislation and Legal Affairs
               E-mail:

            Contractor:

            Pfizer, spol. s r. o.
            Stroupežnického 17, 150 00 Praha 5, Czech Republic
            E-mail:

                                                   Article IV.
                                      Entry into Force and Duration

1. This Vaccine Order Form shall enter into force on the date of signature by the Parties
    and will remain into force until termination of the APA, or if the APA expires, until the
    last delivery of Product which in any event must take place within 6 months of such
    expiry.

                                                      Article V.
                             Applicable Law and Settlement of Disputes

1. For the avoidance of doubt, Article 1.13 (Applicable Law and Settlement of Disputes)
    of the APA shall apply to any dispute arising out of the implementation of or in
    connection with this Vaccine Order Form and the Participating Member State
    irrevocably agrees to be bound by the provisions set out therein.

                                         (Signature page follows)

                                                                                                                     6
SIGNATURES

 For the Participating Member State.
 Radek Policar, Deputy Minister for Legislation and Legal Affairs
 Signature:
 Done at Prague, December 8, 2020

 For acceptance of the Vaccine Order Form,
 Pfizer Inc,
 Nanette Cocero , Vaccine Global President
 Signature:
 D< me m New York, NY December 08, 2020
The invoice will be paid only once the Contractor has returned the signed Vaccine Order Form.

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