* SENSITIVE RELEASABLE TO: Need to know basis enable the Commission to continue the development efforts for the Vaccine for the EU market in the event that AstraZeneca determines to abandon the development efforts hereunder                                      To the extent the Commission, or any third party designated by the Commission, obtains any such license or sublicense from AstraZeneca, the Commission, or any such designated third party, shall be solely liable for all royalties, costs and other expenses incurred by AstraZeneca and payable to a third party in consideration for such license or sublicense (including, but not limited to, payment obligations AstraZeneca has to its upstream licensor for the Vaccine). For the avoidance of doubt, the Commission shall not pay any license fees or royalties that AstraZeneca would not have paid had it proceeded with the Vaccine development efforts. 12.   Term and Termination. 12.1.     Term. This Agreement shall commence on the Effective Date and, unless earlier terminated as provided in Section 12.2 or 12.3 below, shall remain in effect until the last Initial Europe Doses, Optional Doses (if Optional Doses are ordered pursuant to Section 5.2) and Additional Doses (if any are mutually agreed to be ordered pursuant to Section 5.3) are delivered to the Participating Member States pursuant to Article 5. For the avoidance of doubt, this Agreement does not govern the sale of any Doses of Vaccine that do not constitute Initial Europe Doses, Optional Doses or Additional Doses and the terms of this Agreement shall not bind the Parties if they determine to enter into a new agreement governing Doses that do not constitute Initial Europe Doses, Optional Doses or Additional Doses. 12.2.     Termination for Abandonment. (a) In the event that AstraZeneca abandons the development, manufacturing and other efforts hereunder (whether as a result of its determination that the Vaccine cannot be safely or efficaciously developed, manufactured, distributed, or administered or the determination that regulatory approvals for the Vaccine cannot or will not be obtained in a timely manner), AstraZeneca shall notify the Commission of such abandonment and the reasons justifying it and (i) the Commission will have the right to terminate this Agreement prior written notice to AstraZeneca, and (ii) AstraZeneca will have the right to terminate this Agreement                                prior written notice to the Commission. (b) In addition, the Commission can terminate this Agreement if AstraZeneca reasonably determines that the ongoing or planned clinical trials by AstraZeneca and its partners are not likely to be sufficient for approval of the Vaccine as set out in Section 10.2 of this Agreement. (c) In the event either Party terminates this Agreement pursuant to Section 12.2(a), upon the request of the Commission, AstraZeneca shall use Best Reasonable Efforts to: 21

* SENSITIVE RELEASABLE TO: Need to know basis (i)       ensure the transfer of all purchased vials and stoppers to the Commission (or its designee) to be repurposed; (ii)      assign the Commission (or its designee) all purchased or reserved drug product manufacturing capacity from the applicable CMO (to the extent permitted by the agreement between AstraZeneca and such CMO); and (iii)     return to the Commission (or its designee), within thirty (30) days after the date of termination of this Agreement, any portion of the Funding that is unspent, if any, after deducting all expenses incurred by AstraZeneca including any non-cancellable expenses relating to the activities under this Agreement. (d)      Within thirty (30) days following the date of termination of this Agreement, the Commission (with respect to the Initial Funding) and the Participating Member States (with respect to the Subsequent Funding and any other payment, pro rata to the Bi... Without prejudice to the indemnification rights of AstraZeneca and the other Indemnified Persons under Article 14, no additional compensation shall be claimed from the Commission or any Participating Member State for any damages AstraZeneca might incur due to the termination. 12.3.       Termination for cause. The Commission on behalf of the Participating Member States may terminate this Agreement in the following circumstances: (a) if AstraZeneca is in material breach of its obligations (considered as a whole) of this Agreement following notice and an opportunity to cure as set forth below; (b) if the contractor or any person that assumes unlimited liability for the debts of the contractor is in one of the situations provided for in points (a) and (b) of Article 3 136(1) of the Financial Regulation ; 3 Regulation (EU, Euratom) 2018/1046 of the European Parliament and of the Council of 18 July 2018 on the financial rules applicable to the general budget of the Union, amending Regulations (EU) No 1296/2013, (EU) No 1301/2013, (EU) No 1303/2013, (EU) No 1304/2013, (EU) No 1309/2013, (EU) No 1316/2013, (EU) No 223/2014, (EU) No 283/2014, and Decision No 541/2014/EU and repealing Regulation (EU, Euratom) No 966/2012,         OJ        L       193        of       30.7.2018,      p.1      https://eur-lex.europa.eu/legal- content/EN/TXT/?qid=1544791836334&uri=CELEX:32018R1046 22

* SENSITIVE RELEASABLE TO: Need to know basis Prior to any termination under this Section 12.3, the Commission must formally notify AstraZeneca of its intention to terminate the Agreement and the grounds for termination as set forth below. AstraZeneca shall have               following the date of receipt of the formal notification to cure such material breach or dispute the existence of such underlying breach by submitting observations, including the measures it has taken or will take to continue fulfilling its contractual obligations. If the Commission confirms that the measures AstraZeneca has taken or will take cure such breach within such               period, the notice of termination submitted by the Commission on behalf of the Participating Member States shall become null and void. In the event of a dispute of the existence or cure status of any material breach, such dispute shall be subject to Section 18.5 of this Agreement prior to any termination of this Agreement. 12.4.     Survival. The following provisions shall survive expiration or termination of this Agreement: Sections 2 (“Role of the Parties”), 7.6 (Audit of Production Costs), and 7.7 (Late Payments), and Articles 11 (Intellectual Property), 12 (Term and Termination), 14 (Indemnification), 15 (Release; Limitation of Liability, Disclaimer of Warranty), 16 (Confidentiality),17 (Data Protection) and 18 (Miscellaneous). 13.     Representations and Warranties. 13.1.     AstraZeneca. AstraZeneca represents, warrants and covenants to the Commission and the Participating Member States that: (a) the execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action; (b) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (c) this Agreement has been duly executed and is a legal, valid and binding obligation on it, enforceable against it in accordance with its terms; (d) it shall use its Best Reasonable Efforts to ensure that the Initial Europe Doses shall be manufactured in accordance with, and shall comply in all material respects with, current Good Manufacturing Practices in the country where the Initial Europe Doses are manufactured, including adherence to EMA pharmacovigilance regulations; (e) it is not under any obligation, contractual or otherwise, to any Person or third party in respect of the Initial Europe Doses or that conflicts with or is inconsistent in any material respect with the terms of this Agreement or that would impede the complete fulfillment of its obligations under this Agreement; (f) all information, including historic financial information, submitted to the Commission or Participating Member States in relation to this Agreement is true, complete and accurate in all material respects; 23

* SENSITIVE RELEASABLE TO: Need to know basis (g) it has not received public funding from any source for the same costs that are funded by the Commission or the Participating Member States and (h) it shall comply with all Applicable Laws that are applicable to its activities and operations under this Agreement. 13.2.      Commission. The Commission and the Participating Member States represents, warrants and covenants to AstraZeneca that: (a) the execution and delivery of this Agreement by the Commission acting on behalf of itself and the Participating Member States, and the performance by each of them of the transactions contemplated hereby have been duly authorized by all necessary action; (b) the Commission has the power and authority to execute and deliver this Agreement on behalf of itself and the Participating Member States, and the Commission and each of the Participating Member States have the power and authority to perform each of its obligations hereunder, including to satisfy the payment obligations hereunder; (c) this Agreement has been duly executed by the Commission acting on behalf of itself and the Participating Member States and is a legal, valid and binding obligation on each of them, enforceable against it in accordance with its terms; (d) the Commission acting on behalf of itself and the Participating Member States is not under any obligation, contractual or otherwise, to any Person or third party that conflicts with or is inconsistent in any material respect with the terms of this Agreement or that would impede the complete fulfillment of each of its obligations under this Agreement; and (e) the Commission and the Participating Member States shall comply with all Applicable Laws that are applicable to each of its activities and operations under this Agreement. 14.   Indemnification. 14.1.      Member States. Each Participating Member State shall indemnify and hold harmless AstraZeneca, its Affiliates, subcontractors, licensors, and sub-licensees, and officers, directors, employees and other agents and representatives of each (collectively, the “Indemnified Persons”) from and against any and all damages and liabilities, including settlements for which the Indemnifying party has given its consent pursuant to Section 14.2, and necessary legal costs relating to, resulting from or associated with claims for death, physical, mental, or emotional injury, illness, disability, or condition, fear of the foregoing, property loss or damage, and business interruption of the injured party or a Related Person of such injured person (together, “Losses”) relating to or arising from the use or administration of the Vaccine shipped or allocated to its jurisdiction. Such indemnification will be available regardless of where the Vaccine is administered, where the claim is brought, and whether the claim 24

* SENSITIVE RELEASABLE TO: Need to know basis of a Defect originates from the distribution, administration and use, clinical testing or investigation, manufacture, labelling, formulation, packaging, donation, dispensing, prescribing or licensing of the Vaccine in its jurisdiction. Such indemnification will not be available to Indemnified Persons Indemnification under this Section 14.1 will be available for Losses arising from the use and administration of vaccines supplied under this Agreement, regardless of when or where vaccination occurred and regardless of when or where the injury leading to the Losses occurs or is reported. 14.2.      Process. The Indemnified Person shall give (or cause AstraZeneca to give) the Participating Members State(s), as applicable (the “Indemnifying Party”), prompt notice of any claim or lawsuit served upon the Indemnified Person (a “Third Party Claim”) stating the nature and basis of such Third Party Claim and the maximum estimated amount (in euro) of such Third Party Claim, to the extent known (which estimate may be updated from time to time). Notwithstanding the foregoing, no delay or deficiency on the part of the Indemnified Person in so notifying the other shall limit any right of any Indemnified Person to indemnification under this Article 14, except to the extent such failure materially prejudices the defense of such Third Party Claim. Each of the Parties shall (i) use commercially reasonable efforts to mitigate the effects of the claim and (ii) fully cooperate                                                                     in the investigation and defense of any matter which is the subject of indemnification, at the Indemnifying Party’s cost and expense The reasonably informed of the progress of the defense of the Third Party Claim. The Indemnified Person shall have the right to seek settlement or compromise of, and to so settle or compromise, the Third Party Claim; provided that the Indemnified Person shall not settle or compromise a Third Party Claim without the prior written consent of the Indemnifying Party and the Indemnifying Party shall not unreasonably withhold, condition or delay its approval of the settlement of any claim, liability or action covered by this Article 14. 15.    Release; Limitation of Liability for claims other than third party indemnification; Disclaimer of Warranties. 15.1.      Release. The Commission and each of the Participating Member States each within their respective competencies, on behalf of itself, waive and release any claim against AstraZeneca arising out of or relating to: (a) lack of safety or efficacy of the Vaccine, subject to compliance by AstraZeneca with applicable EU regulatory requirements for a pandemic product, limited to manufacture by AstraZeneca of the 25

* SENSITIVE RELEASABLE TO: Need to know basis Vaccine in accordance with Good Manufacturing Practices; (b) use or administration of the Vaccine under pandemic conditions, 15.2.     Limitation of Liability for claims other than third party indemnification. The aggregate liability of AstraZeneca and its Affiliates in respect of claims made by the Commission or Participating Member States, or any affiliates acting on the Commission or Participating Member States’ behalf (as distinguished from claims for third party indemnification), whether for breach of contract, another contractual-based claim, arising in tort (including negligence) or otherwise, arising out of, under or in connection with this Agreement 15.3.     Disclaimer of Warranties. The Parties acknowledge that they are not relying on any understanding, arrangement, statement, representation (including, any negligent misrepresentation but excluding any fraudulent misrepresentation), warranty, condition, term, customary practice, course of dealing or provision except for the warranties set out in this Agreement. All statements, representations, warranties, terms, conditions and provisions (including, any implied by statute or equivalent, case law or otherwise and any implied warranties and/or conditions as to merchantability, satisfactory quality, fitness for purpose and skill and care), other than fraudulent misrepresentations and the provisions set out in this Agreement, are hereby excluded to the maximum extent permissible by law. 16.   Confidentiality. 16.1.     Definition of Confidential Information. In this Agreement, “Confidential Information” shall, subject to Section 16.2 mean: (a) any and all Know-How, software, algorithms, designs, plans, forecasts, analyses, evaluations, research, business information, financial information, business plans, strategies, customer lists, marketing plans, or other information whether oral, in writing, in electronic form, or in any other form; and (b) any physical items, compounds, components, samples or other materials; disclosed by or on behalf of a Partyor any of that Party’s Affiliates (the “Disclosing Party”) to the other Party or any of the other Party’s Affiliates (the “Receiving Party”) before, on or after the Effective Date. 26

* SENSITIVE RELEASABLE TO: Need to know basis 16.2.     Exclusions from Confidential Information. In this Agreement, Confidential Information shall not include any information or materials, for which the Receiving Party can prove: (a) is or becomes public knowledge through no improper conduct on the part of the Receiving Party, the Receiving Party’s Affiliates and/or their respective representatives; (b) is already lawfully possessed by the Receiving Party and/or the Receiving Party’s Affiliates without any obligations of confidentiality or restrictions on use prior to first receiving it from the Disclosing Party; /or (c) is obtained subsequently by the Receiving Party and/or the Receiving Party’s Affiliates from an unrelated third party without any obligations of confidentiality and such unrelated third party is in lawful possession of such information or materials and not in violation of any contractual or legal obligation to maintain the confidentiality of such information or materials; and (d) the Disclosing Party agreed to release the Receiving Party from the confidentiality obligation earlier. 16.3.     Legally Required Disclosure of Confidential Information. The Receiving Party and/or the Receiving Party’s Affiliates may disclose Confidential Information to the extent required by law or regulation or by legal, judicial, regulatory or administrative process or pursuant to an audit or examination by a regulator or self- regulatory organization subject to compliance with this Section. If the Receiving Party is so compelled to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt written notice thereof so that the Disclosing Party may seek a protective order or other appropriate remedy. Subject to its obligations to comply with such subpoenas, court processes or directions, the Receiving Party will reasonably cooperate with the Disclosing Party’s counsel in their efforts to obtain a protective order or other similar remedy to accord some form of confidential treatment to any such Confidential Information of the Disclosing Party. 16.4.     Limitations on Use of Confidential Information. The Receiving Party shall treat all Confidential Information as secret and confidential and shall not use, copy or disclose to any third party any Confidential Information of the Disclosing Party (whether before, on or after the date of this Agreement) except as set out in Section 16.5 below. 16.5.     Use and Disclosures of Confidential Information. The Receiving Party may: (a) ensure the protection of confidential information or documents with the same level of protection as its own confidential information or documents and in any case with due diligence; (b) use and disclose Confidential Information of the Disclosing Party solely to the extent necessary to enable the Receiving Party to exploit the rights granted under 27

* SENSITIVE RELEASABLE TO: Need to know basis this Agreement and/or to perform its obligations under this Agreement; provided, that where any disclosure is required to third parties the Receiving Party shall: (1) only disclose Confidential Information to third parties that have entered into appropriate and legally binding confidentiality and non-use obligations in respect of the Confidential Information disclosed; and (2) procure that such third parties do not further disclose or use Confidential Information. For the avoidance of doubt, the Receiving Party shall not use the Confidential Information with respect to or for any other program or project other than the Vaccine and the express objectives set forth herein. (c) disclose Confidential Information of the Disclosing Party to those of the Receiving Party’s Affiliates, officers and employees to whom such disclosure is necessary (and only disclose that part of the Confidential Information which is necessary) to enable the Receiving Party to exploit the rights granted under this Agreement and/or to perform its obligations under this Agreement and provided that the Receiving Party shall remain responsible for procuring that the Receiving Party’s Affiliates, officers and employees do not further disclose and/or use the Confidential Information for any other purpose; and (d) after giving written notice to the Disclosing Party, disclose any part of the Confidential Information of the Disclosing Party solely to the extent that it is legally required to do so pursuant to an order of a court of competent jurisdiction or other Governmental Authority or otherwise as required by Applicable Law including the laws and regulations applying to any public listing authority, provided that the Receiving Party shall use reasonable endeavors to limit such disclosure and to provide the Disclosing Party with an opportunity to make representations to the relevant court or other Governmental Authority, Regulatory Authority, or allied authority or listing authority. 28

* SENSITIVE RELEASABLE TO: Need to know basis 16.6.     Protection of Confidential Information. The Receiving Party shall at all times maintain documents, materials and other items (including items in electronic form) containing Confidential Information of the Disclosing Party and any copies thereof, in a secure fashion by taking reasonable measures to protect them from theft and unauthorized use and disclosure. Without prejudice to the foregoing, the Receiving Party shall exercise at least the same degree of care to prevent theft and unauthorized disclosure and/or use of the Disclosing Party’s Confidential Information as the Receiving Party exercises in respect of its own confidential material of like importance. 16.7.     Losses of Confidential Material. The Receiving Party shall notify the Disclosing Party immediately if the Receiving Party becomes aware of any unauthorized use or disclosure of, or any unauthorized access to or of any theft or loss of any copies of any Confidential Information of the Disclosing Party. 16.8.     Survival. The provisions of this Article 16 shall commence on the Effective Date and shall continue for so long as either Party has knowledge of any Confidential Information received or derived from the other Party and shall survive termination or expiry of this Agreement for a period of five (5) years in respect of all Confidential Information. 17.      Data protection. 17.1     Processing of personal data by the Commission The sharing of personal data is necessary to support contact with employees and subcontractors in order to collaborate under this Agreement (“In-Scope Personal Data”). The Party receiving the personal data from the other Party shall not process the In-Scope Personal Data for longer than necessary to fulfil the agreed purposes of this Agreement. Any personal data included in or relating to the APA, including its implementation, shall be processed in accordance with Regulation (EU) 2018/1725. Such data shall be processed solely for the purposes of the implementation, management and monitoring of the APA by the data controller. For the purpose of this provision, the data controller for the Commission shall be the Director-General of the European Commission's Directorate-General for Health and Food Safety. The data protection notice is available at https://ec.europa.eu/info/data- protection-public-procurement-procedures_en. The Parties or any other person whose personal data is processed by the data controller in relation to this APA has specific rights as a data subject under Chapter III (Articles 14-25) of Regulation (EU) 2018/1725, in particular the right to access, rectify or erase their personal data and the right to restrict or, where applicable, the right to object to processing or the right to data portability. Should the Parties or any other person whose personal data is processed in relation to this APA have any queries concerning the processing of its personal data, it shall address itself to the data controller. They may also address themselves to the Data Protection Officer of the data controller. They have the right to lodge a complaint at any time to the European Data Protection Supervisor. 29

* SENSITIVE RELEASABLE TO: Need to know basis 17.2    Processing of personal data by the Parties The processing of personal data by the Parties shall meet the requirements of Regulation (EU) 2018/1725 and be processed solely for the following purposes: Contact with employees and subcontractors in order to collaborate under the Agreement. Both Parties agree each act as Data Controllers with regards to the Processing of Personal Data they each undertake. Each Party represents and warrants that it has provided an appropriate data privacy notice and obtained appropriate consent (if legally required) from the data subjects whose In-Scope Personal Data is being shared with the other Party and that such notice and consent is in accordance with Applicable Laws regarding data protection and allows for the desired use of such In-Scope Personal Data. Should a Party learn that it has provided In-Scope Personal Data that may not be shared pursuant to a consent or notice, such Party is responsible for promptly notifying the other Party so that the affected In-Scope Personal Data can be deleted as required. The Parties agree that the responsibility for complying with any communication addressed to one or both Parties under this Agreement made by a Data Subject exercising one or several of his/her data protection rights under Applicable Laws regarding Data Protection (“Data Subjects Requests”) falls to the Party receiving the Data Subject Request in respect of the personal data held and under the responsibility of that Party as data controller. The Parties agree to cooperate and provide reasonable assistance as is necessary to each other to enable them to (1) comply with Applicable Laws regarding Data Protection, (2) comply with Subject Requests and (3) respond to any other queries or complaints from data subjects. In the event a Party suffers a personal data breach, such Party shall ensure it complies with Applicable Laws regarding Data Protection and, if applicable, complies with any obligations to notify Data Protection Supervisory Authority, data subjects or other regulatory bodies as required by Applicable Law regarding the Personal Data Breach. To the extent the Commission or Participating Member State suffers a personal data breach that (1) has an impact on the services provided under this Agreement or (2) relates to In- Scope Personal Data AstraZeneca shared with the Commission or Participating Member State, the Commission or Participating Member State shall promptly notify AstraZeneca about such personal data breach. 18.     Miscellaneous. 18.1.    Interpretation. In this Agreement: (a) Any phrase introduced by the terms “including”, “include” and “in particular” or any similar expression shall be construed as illustrative only and shall not limit the sense of the words preceding these terms; 30