Common use of Balancing Payment Clause in Contracts

Balancing Payment. 6.4.1 Gavi shall be entitled to give notice to Novavax at any time that the Novavax Doses (or any part thereof) are not required for allocation under the COVAX Facility (such excess volume of Vaccine, which shall not include the Cancelled Doses, the “Remaining Doses”). On receipt of such notification Novavax shall use Commercially Reasonable Endeavours to sell the Remaining Doses outside of the COVAX Facility. 6.4.2 If Novavax has been unable to sell all of the Remaining Doses, despite using Commercially Reasonable Endeavours to do so, and such Remaining Doses become Wasted, Novavax shall inform Gavi of the number of such Wasted Remaining Doses (the “Balancing Doses”) and Gavi shall pay to Novavax a balancing payment to be calculated according to Clause 6.4.3 (the “Balancing Payment”). 6.4.3 Subject to Clause 6.4.4, the Balancing Payment shall be calculated according to the following formula: [***] where: (i) [***] (ii) [***] (iii) [***] (iv) [***] 6.4.4 Provided the applicable portion of the Advanced Payment Amount has been received by Novavax pursuant to Clause 6.2, the sum of all Balancing Payments paid and payable shall not exceed: (i) USD [***]; or (ii) from date the Vaccine receives Emergency Use Listing by the WHO, USD [***], (the “Balancing Payment Cap”). If the aggregate sum of any Balancing Payments paid and payable would exceed the Balancing Payment Cap, the amount of any payable Balancing Payment shall be reduced such that the Balancing Payment Cap is not exceeded.

Balancing Payment. 6.4.1 Gavi shall be entitled to give notice to Novavax at any time that the Novavax Doses (or any part thereof) are not required for allocation under the COVAX Facility (such excess volume of Vaccine, which shall not include the Cancelled Doses, the “Remaining Doses”). On receipt of such notification Novavax shall use Commercially Reasonable Endeavours to sell the Remaining Doses outside of the COVAX Facility. 6.4.2 If Novavax has been unable to sell all of the Remaining Doses, despite using Commercially Reasonable Endeavours to do so, and such Remaining Doses become Wasted, Novavax shall inform Gavi of the number of such Wasted Remaining Doses (the “Balancing Doses”) and Gavi shall pay to Novavax a balancing payment to be calculated according to Clause 6.4.3 (the “Balancing Payment”). 6.4.3 Subject to Clause 6.4.4, the Balancing Payment shall be calculated according to the following formula: [***] where: (i) [***] (ii) [***] (iii) [***] (iv) [***] 6.4.4 Provided the applicable portion of the Advanced Payment Amount has been received by Novavax pursuant to Clause 6.2, the sum of all Balancing Payments paid and payable shall not exceed: (i) USD [***]; or (ii) from date the Vaccine receives Emergency Use Listing by the WHO, USD [***], (the “Balancing Payment Cap”). If the aggregate sum of any Balancing Payments paid and payable would exceed the Balancing Payment Cap, the amount of any payable Balancing Payment shall be reduced such that the Balancing Payment Cap is not exceeded.the