Annual Volume Commitment has the meaning given in Section 3(b)(iii).
Annual Volume Commitment Term has the meaning given in Section 3(b)(iv).
Cost of Goods Sold or COGS means the total cost of production, manufacturing, packaging, temperature monitoring devices as required by WHO guidelines on the international packaging and shipping of vaccines (WHO/IVB/05.23) or any later revision, vaccine vial monitors, and delivery in accordance with INCOTERM FCA to the designated airport as determined in accordance with the Foundations COGS Principles and Assessment Methodology Handbook available at: https://docs.gatesfoundation.org/Documents/Production_Economics_Vaccines_2016.pdf, which may be modified from time to time.
Eligible Countries means all GAVI Eligible Countries and GAVI Transitioned Countries plus other Low and Low-Middle Income Countries as identified by the World Bank and any other counties eligible for financial support by the GAVI COVAX AMC. As of the date of the last signature below, Eligible Countries consist of those countries listed in Exhibit A. Based on the definition of Eligible Countries as set forth in this Section 2, countries may be removed from or added to Exhibit A.
GAVI Eligible Countries means all countries which are deemed GAVI-eligible countries by GAVI, including those in preparatory or accelerated transition, as such GAVI-eligible countries may be added or deleted by the GAVI from time to time.
GAVI Transitioned Countries means all countries which were at one time deemed GAVI-eligible countries by GAVI.
Government or Governmental Authority means (i) the government of the United States, or any other state, provincial, local, or foreign government (as applicable), and any department, subdivision, agency, or authority of any of the forgoing or (ii) any court, tribunal or regulatory body having competent jurisdiction over Icosavax, the Foundation, Covid Vaccine, or any of the transactions contemplated by this Agreement, as applicable.
Person means (i) an individual; (ii) a partnership, a limited liability partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, an estate, or any other type of entity; (iii) a joint venture; (iv) an unincorporated organization; (v) a Government or Governmental Authority; or (vi) any non-governmental organization not otherwise covered by the foregoing.
Price Commitment has the meaning given in Section 3(b)(ii).
Project shall mean the project described in the Investment Document referenced in the Grant Agreement.
Public Sector Purchaser shall mean any of the following seeking to purchase Covid Vaccine for use in an Eligible Country: