[Ip-health] Unredacted Pfizer contract with Dominican Republic, shows broad indemnity provisions for COVID-19 vaccine sales

Luis Gil Abinader luis.gil.abinader at keionline.org
Wed Mar 3 07:23:29 PST 2021


Link: https://www.keionline.org/35485

Unredacted Pfizer contract with Dominican Republic, shows broad indemnity
provisions for COVID-19 vaccine sales

Posted on March 3, 2021 by Luis Gil Abinader

On March 1, 2021, KEI obtained a copy of the binding term sheet between
Pfizer/BioNTech and the Dominican Republic for the supply of their COVID-19
vaccine in the country. The document, requested via the freedom of
information law in the Dominican Republic and released without redactions,
is available here:
https://www.keionline.org/misc-docs/Pfizer-DominicanRepublic-Vaccine-Term-Sheet-19Jan2021.pdf
It is available in English and Spanish.

Pfizer has asked some Latin American countries for “indemnity from civil
cases, meaning that the company would not be held liable for rare adverse
effects or for its own acts of negligence, fraud or malice,” according to a
recent report from the Bureau of Investigative Journalism. “This includes
those linked to company practices – say, if Pfizer sent the wrong vaccine
or made errors during manufacturing.” In comments featured in the Bureau of
Investigative Journalism report, Georgetown Law professor Lawrence Gostin
explained that “[s]ome liability protection is warranted, but certainly not
for fraud, gross negligence, mismanagement, failure to follow good
manufacturing practices.”

Appendix A of the binding term sheet between Pfizer/BioNTech and the
Dominican Republic includes provisions relating to the liability and
indemnity, which the parties agreed to include in the definite agreement.
The appendix states that the Dominican government will “indemnify, defend,
and hold harmless” Pfizer, BioNTech, and their affiliates, “from and
against any and all suits, claims, actions, demands, losses, damages,
liabilities, settlements, penalties, fines, costs, and expenses (including
reasonable attorneys’ fees and other expenses of an investigation or
litigation), whether sounding in contract, tort, intellectual property, or
any other theory, and whether legal, statutory, equitable or otherwise
(collectively, “Losses”) arising out of, relating to, or resulting from the
Vaccine, including but not limited to any stage of design, development,
investigation, formulation, testing, clinical testing, manufacture,
labeling, packaging, transport, storage, distribution, marketing,
promotion, sale, purchase, licensing, donation, dispensing, prescribing,
administration, provision, or use of the vaccine.”

Put simply, the Dominican Republic will “indemnify, defend, and hold
harmless” Pfizer even if the company makes a mistake in the “[…]
manufacture, labeling, packaging, transport, storage, distribution,
marketing, promotion, sale, purchase, licensing, donation, dispensing,
prescribing, administration, provision, or use of the vaccine.” This
includes, for instance, failures to keep the vaccines at the recommended
temperatures during transportation to the country. The provision is yet
another example of how Pfizer is using national governments to de-risk the
commercialization of their vaccine.


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