exhibit1027supplycontrac






W911QY20C0100 (dsoto21610)  Page 1 of 31  1. CONTRACT ID CODE PAGE OF PAGES  1 31  2. AMENDMENT/MODIFICATION NO.  P00003  3. EFFECTIVE DATE  11-Dec-2020  4. REQUISITION/PURCHASE REQ. NO.  SEE SCHEDULE  5. PROJECT NO.(If applicable)  6. ISSUED BY CODE W911QY 7. ADMINISTERED BY (If other than item 6) CODE S2206A  W6QK ACC-APG NATICK DIVISION  BLDG 1 GENERAL GREENE AVENUE  NATICK MA 01760-5011   DEFENSE CONTRACT MANAGEMENT AGENCY  DCMA BOSTON495 SUMMER STREET BOSTON MA 02210-2138      8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code)  MODERNA US, INC.  [***]  200 TECHNOLOGY SQ  CAMBRIDGE MA 02139-3578    9A. AMENDMENT OF SOLICITATION NO.    9B. DATED (SEE ITEM 11)  X  10A. MOD. OF CONTRACT/ORDER NO.  W911QY20C0100  X  10B. DATED (SEE ITEM 13)  09-Aug-2020  CODE 8PTM0 FACILITY CODE  11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS  The above numbered solicitation is amended as set forth in Item 14.  The hour and date specified for receipt of Offer  is extended, is not extended.  Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods:  (a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;  or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers.  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE  DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN  REJECTION OF YOUR OFFER.  If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter  makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.  12. ACCOUNTING AND APPROPRIATION DATA (If required)  13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.  IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.   A. THIS CHANGE ORDER IS ISSUED PURSUANT TO:  (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE  MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.   B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as  changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).  XC. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:  See Block 14 Continuation Page   D. OTHER (Specify type of modification and authority)  E. IMPORTANT:  Contractor is not X is required to sign this document and return __1__ copies to the issuing office.  14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject  matter where feasible.)  Modification Control Number:   dsoto21610  See Block 14 Continuation Page      Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.  15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)  [***]  TEL: [***] EMAIL:  [***]  15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA  BY  16C. DATE SIGNED  11 Dec 2020  (Signature of person authorized to sign) (Signature of Contracting Officer)  EXCEPTION TO SF 30  APPROVED BY OIRM 11-84  30-105-04 STANDARD FORM 30 (REV. 10-83)  Prescribed by GSA  FAR (48 CFR) 53.243      





 






W911QY20C0100 (dsoto21610)  Page 2 of 31  SECTION SF 30 BLOCK 14 CONTINUATION PAGE  SECTION SF 30 - BLOCK 14 CONTINUATION PAGE  The following have been added by full text:  OBLIGATION AMOUNT:  $1,966,598,000  a. The purpose of this modification (P00003) is to:  - Update Moderna TX to Moderna US per contract modification W911QY-20-C-0100-P00001 (Authority H.14  Novation Clause)  - Add and fund new CLINs for acceleration efforts on the base (0001AE $8,408,000) and option 1 (1001  $8,190,000) (Authority FAR 43.103(a))  - Apply incremental funding to CLINs 0003AA, 0003AB, 0003AC, and 0003AD for a total of $300,000,000  (Authority DFARS 252.232-7007)  - Exercise and fund Option 1 CLINs 1001AA, 1001AB, 1001AC for a total of $1,650,000,000 (Authority FAR  52.217-7)  - Change inspection and acceptance terms for SARS-CoV2 mRNA-1273 Vaccine CLIN No’s 0001AC, 0001AD,  1001AA, 1001AB, 1001AC, 2001AA, 2001AB, 2001AC, 3001AA, 3001AB, 3001AC, 4001AA, 4001AB, and  4001AC (0001AE and 1001AE will remain at Destination) from Destination to Origin (Authority FAR 52.243-1)  - Add delivery locations (Authority FAR 52.243-1)  - Update Inspect by DODAAC and update the Contracting Officer (Authority FAR 43.103(b))  - Update the Performance Based Payment Milestone Billing Plan (Attachment 0008, dated 4 December 2020)  and update the associated table in Section G accordingly (Authority FAR 52.232-16)  - Update H.1 Key Personnel and add H.15 Acceleration Production Credit (Authority FAR 43.103(a)(3), Mutual  Agreement of the Parties)  b. This modification was requested by the program office to meet the Government’s mission requirements.  c. The total contract value has increased by $1,666,598,000 from $1,525,000,000 to $3,191,598,000, the total  funded amount has increased by $1,966,598,000 from $1,225,000,000 to $3,191,598,000.  The following have been deleted:  SECTION A - SOLICITATION/CONTRACT FORM  The total cost of this contract was increased by $1,666,598,000.00 from $1,525,000,000.00 to  $3,191,598,000.00.  





 






W911QY20C0100 (dsoto21610)  Page 3 of 31  SECTION B - SUPPLIES OR SERVICES AND PRICES  Global Changes  CLIN 0001 -- CLIN 4002  The manufacturer organization has changed from  MODERNATX, INC.  200 TECHNOLOGY SQ  CAMBRIDGE MA 02139-3578  to  MODERNA US, INC.  200 TECHNOLOGY SQ  CAMBRIDGE MA 02139-3578  SUBCLIN 0003AA  The project Operation Warp Speed has been added.  SUBCLIN 0003AB  The project Operation Warp Speed has been added.  SUBCLIN 0003AC  The project Operation Warp Speed has been added.  SUBCLIN 0003AD  The project Operation Warp Speed has been added.  CLIN 1001  The option status has changed from Option to Option Exercised.  SUBCLIN 1001AA  The option status has changed from Option to Option Exercised.  SUBCLIN 1001AB        The option status has changed from Option to Option Exercised.  





 






W911QY20C0100 (dsoto21610)  Page 4 of 31  SUBCLIN 1001AC  The option status has changed from Option to Option Exercised.  SUBCLIN 1001AE is added as follows:  ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT  0001AE  [***] [***] [***] [***]   Acceleration Efforts  FFP  a. [***]     b.  This subCLIN shall be invoiced in full at the completion of all deliveries on the base  period.  FOB:  Destination  [***]  PROJECT:  Operation Warp Speed  PSC CD:  6505         NET AMT [***]   ACRN AC  CIN:  GFEBS0011584850 00001     [***]    SUBCLIN 1001AD is added as follows:     





 






W911QY20C0100 (dsoto21610)  Page 5 of 31  ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT  1001AD  1 Lot [***] [***]  EXERCISED  OPTION  Acceleration Efforts  FFP        a.  [***].    b.  This subCLIN shall be invoiced in full at the completion of all deliveries on the  option period.  FOB:  Destination  [***]  PROJECT:  Operation Warp Speed  PSC CD:  6505        NET AMT [***]   ACRN AC  CIN: GFEBS001158485000009     [***]    SECTION E - INSPECTION AND ACCEPTANCE  The Acceptance/Inspection Schedule for SUBCLIN 0001AC has been changed from:  INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Destination Government Destination Government  To:     INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Origin Government Origin Government  The Acceptance/Inspection Schedule for SUBCLIN 0001AD has been changed from:  INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Destination Government Destination Government  To:     INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Origin Government Origin Government  The following Acceptance/Inspection Schedule was added for SUBCLIN 0001AE:  INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Destination Government Destination Government  The Acceptance/Inspection Schedule for SUBCLIN 1001AA has been changed from:  INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Destination Government Destination Government  To:      INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Origin Government Origin Government  The Acceptance/Inspection Schedule for SUBCLIN 1001AB has been changed from  INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Destination Government Destination Government  To:      INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Origin Government Origin Government  





 






W911QY20C0100 (dsoto21610)  Page 6 of 31  The Acceptance/Inspection Schedule for SUBCLIN 1001AC has been changed from:  INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Destination Government Destination Government  To:      INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Origin Government Origin Government  The following Acceptance/Inspection Schedule was added for SUBCLIN 1001AD:  INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Destination Government Destination Government  The Acceptance/Inspection Schedule for SUBCLIN 2001AA has been changed from:  INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Destination Government Destination Government  To:      INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Origin Government Origin Government  The Acceptance/Inspection Schedule for SUBCLIN 2001AB has been changed from:  INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Destination Government Destination Government  To:      INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Origin Government Origin Government  The Acceptance/Inspection Schedule for SUBCLIN 2001AC has been changed from:  INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Destination Government Destination Government  To:      INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Origin Government Origin Government     





 






W911QY20C0100 (dsoto21610)  Page 7 of 31  The Acceptance/Inspection Schedule for SUBCLIN 3001AA has been changed from:  INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Destination Government Destination Government  To:      INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Origin Government Origin Government  The Acceptance/Inspection Schedule for SUBCLIN 3001AB has been changed from  INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Destination Government Destination Government  To:      INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Origin Government Origin Government  The Acceptance/Inspection Schedule for SUBCLIN 3001AC has been changed from:  INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Destination Government Destination Government  To:      INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Origin Government Origin Government  The Acceptance/Inspection Schedule for SUBCLIN 4001AA has been changed from:  INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Destination Government Destination Government  To:      INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Origin Government Origin Government  The Acceptance/Inspection Schedule for SUBCLIN 4001AB has been changed from:  INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Destination Government Destination Government  To:      INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Origin Government Origin Government  The Acceptance/Inspection Schedule for SUBCLIN 4001AC has been changed from:  INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Destination Government Destination Government  To:      INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY  Origin Government Origin Government     





 






W911QY20C0100 (dsoto21610)  Page 8 of 31  The following have been modified:  E1. Inspection:  Vaccine CLINs:  Quality inspection of Filled Drug Product (FDP) shall occur when the Contractor performs release testing to confirm  that products complies with Contractor’s release specifications and criteria.  Contractor will submit the Certificate of  Analysis for quality inspection of all drug product lots in BARDA Data Infrastructure (BDI) system.  Initial  Inspection under this contract will be performed at the Contractor’s facility, or the subcontractor facility, by the  BARDA Contracting Officer Technical Representative (COTR).  The Government shall inspect each shipment of product delivered to it hereunder for visible damage and quantity  within [***] of final delivery.  In the event Contractor supplies any product to the Government and it is established  that such Product was damaged or does not include the required quantities at the time of final delivery, the  Government shall promptly notify Contractor in writing within [***].  A BDI extract of the inspection  documentation shall also be submitted in Wide Area Workflow (WAWF) as supporting documentation for invoice  submittals.  Storage CLIN:  In the event the USG requires storage of the FDP to a Vendor Managed Inventory (VMI) location, quantity  inspection shall be conducted by submission of shipping or other documentation into WAWF confirming quantity to  VMI location.  Physical inspection of the FDP shall be conducted upon receipt of product to USG CDC location.  Data CLIN:  Inspection of all reports and Contract Data Requirement List (CDRL) under this contract will be performed at  Destination by duly authorized representative of the Government.  Initial quality inspection of Filled Drug Product (FDP) shall occur when the Contractor performs release testing to  confirm that products complies with Contractor’s release specifications and criteria.  Contractor will submit in  WAWF to the Contracting Officer or the duly authorized representative of the Government with a Certificate of  Analysis for quality inspection of all deliverables.  Initial Inspection under this contract will be performed at the  Contractor’s facility, or the subcontractor facility, by the BARDA Contracting Officer Technical Representative  (COTR).  Final inspection of product shall occur when the Government inspects each shipment of product delivered to it  hereunder for visible damage and quantity within [***] of such delivery.  In the event Contractor supplies any  product to the Government and it is established that such Product was damaged or does not include the required  quantities at the time of delivery, the Government shall promptly notify Contractor in writing within [***].  Final  inspection shall be conducted at the CDC location identified as destination.  In the event the USG requires storage of the FDP to a Vendor Managed Inventory (VMI) location, final quantity  inspection shall be conducted by submission into WAWF of shipping or other documentation confirming quantity to  VMI location.  Final physical inspection of the FDP shall be conducted upon receipt of product to USG location.  Inspection of all reports and Contract Data Requirement List (CDRL) under this contract will be performed at  Destination by duly authorized representative of the Government.  E.2 Acceptance     





 






W911QY20C0100 (dsoto21610)  Page 9 of 31  a. Acceptance at origin shall occur at the contractor or subcontractor facility.  Acceptance at destination shall  occur at a government designated CDC location.  Regardless of where acceptance occurs, the contractor is  responsible for final delivery of Filled Drug Product (FDP) to a government designated CDC location.  b. Acceptance of vaccines under this agreement will be performed by the COTR in the BDI system, which  constitutes government acceptance at origin.  Documentation of acceptance shall be submitted in accordance with  WAWF instructions.  b. Acceptance under this agreement will be performed by Army Contracting Command Aberdeen Proving Ground  (ACC-APG) Natick Contracting Division (NCD) Contracting Officer.  c. Acceptance of storage services under VMI CLIN No. 0002 shall occur upon satisfactory physical and quantity  inspection of FDP upon delivery at USG designated CDC location.  Acceptance of Data CLIN No. 0004 shall occur  in WAWF by the KO.  c. Acceptance of services under VMI SubCLINs ( List CLINS) shall occur upon satisfactory physical and quantity  inspection of FDP upon delivery at USG designated CDC location.  d. The parties acknowledge that acceptance may depend on the compliance with the Contractor’s product  specifications.  The KO and COR may prior to acceptance consult with FDA under its authority under Public Law  115-92 to determine whether the material to be delivered meets the Contractor’s product specifications.  To this end,  Contractor agrees to provide a letter to FDA authorizing the Government to engage in dialog with FDA about the  ultimate compliance of this product with the Contractor’s product specifications prior to acceptance.  BARDA/COR  will accept product according to the approved Product Acceptance Procedure.  SECTION F - DELIVERIES OR PERFORMANCE  The following Delivery Schedule item for SUBCLIN 0001AA has been changed from:   DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] [***]  FOB:  Origin (Shipping Point)    To:       DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] [***]      FOB:  Origin (Shipping Point)  [***]    The following Delivery Schedule item for SUBCLIN 0001AB has been changed from:  





 






W911QY20C0100 (dsoto21610)  Page 10 of 31   DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /  CAGE   [***] [***] N/A  FOB:  Origin (Shipping Point)    To:        DELIVERY DATE QUANTITY SHIP TO ADDRESS  DODAAC /  CAGE   [***] [***] [***]  FOB:  Origin (Shipping Point)  [***]    The following Delivery Schedule item for SUBCLIN 0001AC has been changed from   DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /  CAGE   [***] [***] N/A  FOB:  Destination    To:       DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /  CAGE   [***] [***] [***]  FOB:  Destination  [***]    The following Delivery Schedule item for SUBCLIN 0001AD has been changed from:   DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /  CAGE   [***] [***] N/A  FOB:  Destination    To:         





 






W911QY20C0100 (dsoto21610)  Page 11 of 31   DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] [***]  FOB:  Destination  [***]  The following Delivery Schedule for SUBCLIN 0001AE has been added:   DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] [***]  FOB:  Destination  [***]  The following Delivery Schedule item for SUBCLIN 1001AA has been changed from:   DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] N/A  FOB:  Destination    To:       DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] [***]  FOB:  Destination  [***]  The following Delivery Schedule item for SUBCLIN 1001AB has been changed from:   DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE     





 






W911QY20C0100 (dsoto21610)  Page 12 of 31    [***] [***] N/A  FOB:  Destination    To:        DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] [***]  FOB:  Destination  [***]  The following Delivery Schedule item for SUBCLIN 1001AC has been changed from:   DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] N/A  FOB:  Destination    To:       DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] [***]  FOB:  Destination  [***]  The following Delivery Schedule for SUBCLIN 1001AD has been added:   DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /  CAGE   [***] [***] [***]  FOB:  Destination  [***]     





 






W911QY20C0100 (dsoto21610)  Page 13 of 31    The following Delivery Schedule item for SUBCLIN 2001AA has been changed from:     DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] N/A  FOB:  Destination    To:       DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE  [***] [***] [***]  FOB:  Destination  [***]  The following Delivery Schedule item for SUBCLIN 2001AB has been changed from:   DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE    [***] [***] N/A  FOB:  Destination    To:       DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] [***]  FOB:  Destination  [***]  The following Delivery Schedule item for SUBCLIN 2001AC has been changed from:    To: DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /  CAGE   [***] [***] [***]  FOB:  Destination       





 






W911QY20C0100 (dsoto21610)  Page 14 of 31  To:       DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] [***]  FOB:  Destination  [***]  The following Delivery Schedule item for SUBCLIN 3001AA has been changed from:    DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] [***]  FOB:  Destination    To:       DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] [***]  FOB:  Destination  [***]  The following Delivery Schedule item for SUBCLIN 3001AB has been changed from:    DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] N/A  FOB:  Destination    To:       DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE     





 






W911QY20C0100 (dsoto21610)  Page 15 of 31   [***] [***] [***]    FOB:  Destination  [***]    The following Delivery Schedule item for SUBCLIN 3001AC has been changed from:   DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] N/A  FOB:  Destination    To       DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] [***]    FOB:  Destination  [***]      The following Delivery Schedule item for SUBCLIN 4001AA has been changed from   DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] N/A  FOB:  Destination    To:       DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] [***]    FOB:  Destination  [***]     





 






W911QY20C0100 (dsoto21610)  Page 16 of 31  The following Delivery Schedule item for SUBCLIN 4001AB has been changed from:   DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] N/A    FOB:  Destination    To:       DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] [***]    FOB:  Destination  [***]  The following Delivery Schedule item for SUBCLIN 4001AC has been changed from:   DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] N/A    FOB:  Destination    To:       DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC / CAGE   [***] [***] [***]    FOB:  Destination  [***]      The following have been modified:  F.1 The contractor shall ship mRNA-1273 vaccines to the designated locations listed below.  locations [***] in  the United States.  The contractor shall be responsible for secure shipment of all vaccine product whether acceptance  is conducted at origin or destination.  Delivery Locations:     





 






W911QY20C0100 (dsoto21610)  Page 17 of 31  Location 1  [***]  Location 2  [***]    SECTION G - CONTRACT ADMINISTRATION DATA  Accounting and Appropriation  Summary for the Payment Office  As a result of this modification, the total funded amount for this document was increased by [***]  SUBCLIN 0001AE:  Funding on SUBCLIN 0001AE is initiated as follows:  ACRN:  AC  CIN:  GFEBS001158485000001  Acctng Data:  0212021202220400000665654255 S.0074658.5.33 6100.9000021001  Increase:  [***]  Total:  [***]  Cost Code:  A5XAH  SUBCLIN 0003AA:  AB:  0212020202120400000664643255 S.0074658.5.6.1 6100.9000021001 A5XAH (CIN  GFEBS001158485000002) was increased by [***]  The contract ACRN AB has been added.     





 






W911QY20C0100 (dsoto21610)  Page 18 of 31  The CIN GFEBS001158485000002 has been added.  The Cost Code A5XAH has been added.  SUBCLIN 0003AB:  AB:  0212020202120400000664643255 S.0074658.5.6.1 6100.9000021001 A5XAH (CIN  GFEBS001158485000003) was increased by [***]  The contract ACRN AB has been added.  The CIN GFEBS001158485000003 has been added.  The Cost Code A5XAH has been added.  SUBCLIN 0003AC:  AB:  0212020202120400000664643255 S.0074658.5.6.1 6100.9000021001 A5XAH (CIN  GFEBS001158485000004) was increased by [***]  The contract ACRN AB has been added.  The CIN GFEBS001158485000004 has been added.  The Cost Code A5XAH has been added.  SUBCLIN 0003AD:  AB:  0212020202120400000664643255 S.0074658.5.6.1 6100.9000021001 A5XAH (CIN  GFEBS001158485000005) was increased by [***]  The contract ACRN AB has been added.  The CIN GFEBS001158485000005 has been added.  The Cost Code A5XAH has been added.  SUBCLIN 1001AA:  AC:  0212021202220400000665654255 S.0074658.5.33 6100.9000021001 A5XAH (CIN  GFEBS001158485000006) was increased by [***]  The contract ACRN AC has been added.  The CIN GFEBS001158485000006 has been added.  The Cost Code A5XAH has been added.  SUBCLIN 1001AB:  AD:  0212021202220400000665654255 S.0074658.5.33.1 6100.9000021001 A5XAH (CIN  GFEBS001158485000007) was increased by [***]  The contract ACRN AD has been added.  The CIN GFEBS001158485000007 has been added.  The Cost Code A5XAH has been added.  SUBCLIN 1001AC:  AE:  0212021202220400000665654255 S.0074658.5.33.2 6100.9000021001 A5XAH (CIN  GFEBS001158485000008) was increased by [***]  The contract ACRN AE has been added.  The CIN GFEBS001158485000008 has been added.  The Cost Code A5XAH has been added.  SUBCLIN 1001AD:  Funding on SUBCLIN 1001AD is initiated as follows:  ACRN:  AC  





 






W911QY20C0100 (dsoto21610)  Page 19 of 31  CIN:  GFEBS001158485000009  Acctng Data:  0212021202220400000665654255 S.0074658.5.33 6100.9000021001  Increase:  [***]  Total:  [***]  Cost Code:  A5XAH  The following have been modified:  In no event shall any understanding or agreement, contract modification, change order, or other matter in deviation  from the terms of this contract between the Contractor and a person other than the Contracting Officer be effective  or binding upon the Government.  All such actions must be formalized by a proper contractual document executed  by the Contracting Officer.  Procuring Contracting Officer:  [***]  Bldg. 1, General Greene Avenue  Natick, MA 01760-5011  Contract Specialist:  [***]  Bldg. 1, General Greene Avenue  Natick, MA 01760-5011  [***]  Biologist/Project Officer  200 C Street, SW  Washington, DC 20201  [***]  Moderna US, Inc.  200 Technology SQ.  Cambridge, MA 02139-3578  Moderna US, Inc.  200 Technology SQ.  Cambridge, MA 02139-3578  





 






W911QY20C0100 (dsoto21610)  Page 20 of 31  Notification of revision or changes to names or email addresses will be provided by official correspondence from the  PCO/ACO or office of the PCO/ACO in lieu of a contract modification.  This does not apply to any such revisions  or changes in the event this contract includes a key personnel clause.  Performance-based payments (PBP) are authorized under this contract in accordance with FAR 52.232-32.  The  contractor shall bill for the PBP upon achievement of the completion criteria identified in Attachment 0007,  Performance-based Payment Milestone Table.  Upon achievement of the completion criteria, the contractor shall bill  for the PBP for the base and each option IAW the following schedule:  0001AA BASE $ 94,861,200  0001AB BASE $ 139,129,760  0001AC BASE $ 189,322,400  0001AD BASE $ 208,694,640    $ 632,008,000       [***] [***] [***] [***]  [***] [***] [***] [***]  [***] [***] [***] [***]   [***] [***]       [***] [***] [***] [***]  [***] [***] [***] [***]  [***] [***] [***] [***]    [***] [***]    Delivery Invoicing: PBPs are a type of contract financing and are recouped by the Government through deductions  of payments otherwise due to the contractor for the partial or complete delivery of contract items.  The deductions  are made by applying a liquidation rate to the price of delivered contract items.  Attachment 0008, Performance- based Payment Milestone Billing Plan, identifies the contractor invoicing schedule for liquidation.  The contractor  shall submit all invoices IAW Attachment 0008 dated 4 December 2020.  252.232- 7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018)  (a) Definitions.  As used in this clause—  “Department of Defense Activity Address Code (DoDAAC)” is a six position code that uniquely identifies a unit,  activity, or organization.  “Document type” means the type of payment request or receiving report available for creation in Wide Area  WorkFlow (WAWF).  “Local processing office (LPO)” is the office responsible for payment certification when payment certification is  done external to the entitlement system.  “Payment request” and “receiving report” are defined in the clause at 252.232-7003, Electronic Submission of  Payment Requests and Receiving Reports.  





 






W911QY20C0100 (dsoto21610)  Page 21 of 31  (b) Electronic invoicing.  The WAWF system provides the method to electronically process vendor payment  requests and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (DFARS)  252.2327003, Electronic Submission of Payment Requests and Receiving Reports.  (c) WAWF access.  To access WAWF, the Contractor shall—  (1) Have a designated electronic business point of contact in the System for Award Management at  https://www.sam.gov; and  (2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration  available at this web site.  (d) WAWF training.  The Contractor should follow the training instructions of the WAWF Web-Based Training  Course and use the Practice Training Site before submitting payment requests through WAWF.  Both can be  accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.  (e) WAWF methods of document submission.  Document submissions may be via web entry, Electronic Data  Interchange, or File Transfer Protocol.  (f) WAWF payment instructions.  The Contractor shall use the following information when submitting payment  requests and receiving reports in WAWF for this contract or task or delivery order:  (1) Document type.  The Contractor shall submit payment requests using the following document type(s):  COMBO  (ii) For fixed price line items—  (A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting  Officer.  Invoice and receiving report document type  (B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the  requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the  Contracting Officer.  N/A  (iii) For customary progress payments based on costs incurred, submit a progress payment request.  (iv) For performance based payments, submit a performance based payment request.  (v) For commercial item financing, submit a commercial item financing request.  (2) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the  contract.  (3) Document routing.  The Contractor shall use the information in the Routing Data Table below only to fill in  applicable fields in WAWF when creating payment requests and receiving reports in the system.    





 






W911QY20C0100 (dsoto21610)  Page 22 of 31  Routing Data Table  Field Name in WAWF Data to be entered in WAWF  Pay Official DoDAAC HQ0337  Issue By DoDAAC W911QY  Admin DoDAAC S2206A  Inspect By DoDAAC W56XNH  Acceptor W911QY  Ship To TDB    (4) Payment request.  The Contractor shall ensure a payment request includes documentation appropriate to the  type of payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition  Regulation 52.216-7, Allowable Cost and Payment, as applicable.  (5) Receiving report.  The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix  F.  (g) WAWF point of contact.  (1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity’s  WAWF point of contact.  [***]  (2) Contact the WAWF helpdesk at [***], if assistance is needed.  (End of clause)  FOR REFERENCE:  https://www.acq.osd.mil/dpap/dars/pgi/pgi_htm/current/PGI204_71.htm#payment_instructions  SECTION H - SPECIAL CONTRACT REQUIREMENTS  The following have been modified:  





 






W911QY20C0100 (dsoto21610)  Page 23 of 31  Any key personnel specified in this contract are considered to be essential to work performance.  At least thirty (30)  calendar days prior to the Contractor voluntarily diverting any of the specified individuals to other programs or  contracts the Contractor shall notify the Contracting Officer and shall submit a justification for the diversion or  replacement and a request to replace the individual.  The request must identify the proposed replacement and  provide an explanation of how the replacement’s skills, experience, and credentials meet or exceed the requirements  of the contract (including, when applicable, Human Subjects Testing requirements).  If the employee of the  Contractor is terminated for cause or separates from the Contractor voluntarily with less than thirty (30) calendar- day notice, the Contractor shall provide the maximum notice practicable under the circumstances.  The Contractor  shall not divert, replace, or announce any such change to key personnel without the written consent of the  Contracting Officer.  The contract will be modified to add or delete key personnel as necessary to reflect the  agreement of the parties.  The following individuals are determined to be key personnel  Name Title  [***] [***]  [***] [***]  [***] [***]  [***] [***]  [***] [***]  [***] [***]  [***] [***]    The Contractor agrees to assign to the contract those persons whose resumes/CVs were submitted with the proposal  who are necessary to fill the requirements of the contract.  No substitutions shall be made except in accordance with  this clause.  All requests for substitution must provide a detailed explanation of the circumstance necessitating the proposed  substitution, a complete resume for the proposed substitute and any other information requested by the contracting  officer to approve or disapprove the proposed substitution.  All proposed substitutes must have qualifications that  are equal to or higher than the qualifications of the person to be replaced.  The contracting officer or authorized  representative will evaluate such requests and promptly notify the contractor of his approval or disapproval thereof.  Performance under this contract may require the Contractor to access non-public data and information proprietary to  a Government agency, another Government Contractor or of such nature that its dissemination or use other than as  specified in the work statement would be adverse to the interests of the Government or others.  Neither the  Contractor, nor Contractor personnel, shall divulge nor release data nor information developed or obtained under  performance of this contract, except authorized by Government personnel or upon written approval of the CO which  the KO will provide in accordance with OWS or other Government policies and/or guidance.  The Contractor shall  not use, disclose, or reproduce proprietary data that bears a restrictive legend, other than as specified in this contract,  or any information at all regarding this agency.  The Contractor shall comply with all applicable Government requirements for protection of non-public information.   Unauthorized disclosure of nonpublic information is prohibited by the Government’s rules.  Unauthorized disclosure  may result in termination of the contract, replacement of a Contractor employee, or other appropriate redress.   Neither the Contractor nor the Contractor’s employees shall disclose or cause to be disseminated, any information  concerning the operations of the activity, which could result in, or increase the likelihood of, the possibility of a  breach of the activity’s security or interrupt the continuity of its operations.  No information related to data obtained under this contract shall be released or publicized without the prior written  consent of the COR, whose approval shall not be unreasonably withheld, conditioned, or delayed, provided that no  





 






W911QY20C0100 (dsoto21610)  Page 24 of 31  such consent is required to comply with any law, rule, regulation, court ruling or similar order; for submission to any  government entity’ for submission to any securities exchange on which the Contractor’s (or its parent corporation’s)  securities may be listed for trading; or to third parties relating to securing, seeking, establishing or maintaining  regulatory or other legal approvals or compliance, financing and capital raising activities, or mergers, acquisitions,  or other business transactions.  The exceptions identified in this paragraph apply to all disclosures under this Section  H.3 except to the extent that a disclosure is otherwise prohibited by law.  The contractor shall not release any reports, manuscripts, press releases, or abstracts about the work being performed  under this contract without written notice in advance to the Government.  (a) Unless otherwise specified in this contract, the contractor may publish the results of its work under this contract.   The contractor shall promptly send a copy of each submission to the COR for security review prior to submission.   The contractor shall also inform the COR when the abstract article or other publication is published, and furnish a  copy of it as finally published.  (b) Unless authorized in writing by the CO, the contractor shall not display the DoD logo including Operating  Division or Staff Division logos on any publications.  (c) The contractor shall not reference the products(s) or services(s) awarded under this contract in commercial  advertising, as defined in FAR 31.205-1, in any manner which states or implies DoD approval or endorsement of the  product(s) or service(s) provided.  (d) The contractor shall include this clause, including this section (d) in all subcontracts where the subcontractor  may propose publishing the results of its work under the subcontract.  The contractor shall acknowledge the support  of the Department of Health and Human Services, Office of the Assistant Secretary for Preparedness and Response,  Biomedical Advanced Research and Development Authority whenever publicizing the work under this contract in  any media by including an acknowledgement substantially as follows:  “This project has been funded in whole or in part with Federal funds from the Office of the Assistant Secretary for  Preparedness and Response, Biomedical Advanced Research and Development Authority, under Contract Number  W911QY-20-C-0100.”  a. Confidential information, as used in this article, means non-public information or data of a personal nature  about an individual, or proprietary information or data submitted by or pertaining to an institution or organization.  b. The Contracting Officer and the Contractor may, by mutual consent, identify elsewhere in this contract specific  information and/or categories of information which the Government will furnish to the Contractor or that the  Contractor is expected to generate which is confidential.  Similarly, the Contracting Officer and the Contractor may,  by mutual consent, identify such confidential information from time to time during the performance of the contract.   Failure to agree will be settled pursuant to the “Disputes” clause.  c. If it is established elsewhere in this contract that information to be utilized under this contract, or a portion  thereof, is subject to the Privacy Act, the Contractor will follow the rules and procedures of disclosure set forth in  the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of  records determined to be subject to the Privacy Act.  d. Confidential information, as defined in paragraph (a) of this article, shall not be disclosed without the prior  written consent of the individual, institution, or organization.  (e) Whenever the Contractor is uncertain with regard to the proper handling of material under the contract, or if the  material in question is subject to the Privacy Act or is confidential information subject to the provisions of this  





 






W911QY20C0100 (dsoto21610)  Page 25 of 31  article, the Contractor shall obtain a written determination from the Contracting Officer prior to any release,  disclosure, dissemination, or publication.  (f) Contracting Officer Determinations will reflect the result of internal coordination with appropriate program and  legal officials.  (g) The provisions of paragraph (d) of this article shall not apply to conflicting or overlapping provisions in other  Federal, State or local laws.  This contract involves supply of a product that requires FDA pre-market approval or clearance before commercial  authorization.  Contractor is seeking FDA authorization or clearance for the commercialization of mRNA-1273,  Moderna vaccine for SARS-CoV-2 Coronavirus (the “Technology”).  The Contractor is the Sponsor of the  Regulatory Application (an investigational new drug application (IND), investigational device exemption (IDE),  emergency use authorization (EUA), new drug application (NDA), biologics license application (BLA), premarket  approval application (PMA), or 510(k) pre-market notification filing (510(k)) or another regulatory filing submitted  to FDA) for the technology.  As the Sponsor of the Regulatory Application to FDA (as the terms “sponsor” and  “applicant” are defined or used in at 21 CFR §§3.2(c), 312.5, 600.3(t), 812.2(b), 812 Subpart C, or 814.20), the  Contractor has certain standing before the FDA that entitles it to exclusive communications related to the Regulatory  Application.  Accordingly, the Contractor and the Government agree to the following:  a. DoD Medical Product Priority.  PL 115-92 allows the DoD to request, and FDA to provide, assistance to  expedite development of products to diagnose, treat, or prevent serious or life-threatening diseases or conditions  facing American military personnel.  The contractor recognizes that only the DoD can utilize PL 115-92.  As such,  the contractor will work proactively with the Government to leverage this law to its maximum potential under this  contract.  The contractor shall submit Public Law 115-92 Sponsor Authorization Letter that will be delivered to the  designated OWS POC(s) within [***]of award.  b. [***]  Performance Based Payments (PBPs) have been authorized as a method of financing under this contract.  In the  event the Moderna’s mRNA-1273 COVID Vaccine is unsuccessful in its bid to obtain EUA or FDA approval, the  Government may issue a Termination for Convenience (T4C) in whole or in part, on this contract.  Upon notice of a  T4C, the contractor shall submit a termination settlement proposal, IAW FAR 52.249-2, Termination for  Convenience of the Government (Fixed-Price).  In accordance with the Public Readiness and Emergency Preparedness Act (“PREP Act”), Pub. L. No. 109-148,  Division C, Section 2, as amended (codified at 42 U.S.C. § 247d-6d and 42 U.S.C. § 247d-6e), as well as the  Secretary of HHS’s Declaration Under the Public Readiness and Emergency Preparedness Act for Medical  Countermeasures Against COVID-19, 85 Fed. Reg. 15198 (Mar. 17, 2020, effective Feb. 4, 2020), and amended on  April 15, 2020, 85 Fed. Reg. 21012 (together, the “Prep Act Declaration”):  (i) This Agreement is being entered into for purposes of facilitating the manufacture, testing, development,  distribution, administration, and use of “Covered Countermeasures” for responding to the COVID-19 public health  emergency, in accordance with Section VI of the PREP Act Declaration;  





 






W911QY20C0100 (dsoto21610)  Page 26 of 31  (ii) Contractor’s performance of this Agreement falls within the scope of the “Recommended Activities” for  responding to the COVID-19 public health emergency, to the extent it is in accordance with Section III of the PREP  Act Declaration; and  (iii) Contractor is a “Covered Person” to the extent it is a person defined in Section V of the PREP Act  Declaration.  Therefore, in accordance with Sections IV and VII of the PREP Act Declaration as well as the PREP Act (42 U.S.C.  § 247d-6d), the Department of Defense contracting via assisted acquisition on behalf of the HHS, expressly  acknowledges and agrees that the HHS Declaration cited above, specifically its language providing immunity from  suit and liability is applicable to this acquisition as long as Contractors activities fall within the terms and conditions  of the PREP Act and the PREP Act Declaration.  The Government may not use, or authorize the use of, any products or materials provided under this contract, unless  such use occurs in the United States (or a U.S. territory where U.S. law applies such as embassies, military and  NATO installations) and is protected from liability under a declaration issued under the PREP Act, or a successor  COVID-19 PREP Act Declaration of equal or greater scope.  Any use where the application of the PREP Act is in  question will be discussed with Moderna prior to use and, if the parties disagree on such use, the dispute will be  resolved according to the “Disputes Clause” (52.233-1)  The items and technology covered by this Contract are being developed for both civil and military applications.    [***]  





 






W911QY20C0100 (dsoto21610)  Page 27 of 31  1. In recognition of the Government’s significant funding for the development and manufacturing of the product in  this contract and the Government’s need to provide sufficient quantities of a COVID-19 vaccine to protect the  United States population, the Government shall have the remedy described in this section to ensure sufficient supply  of the product to meet the needs of the public health or national security.  This remedy is not available to the  Government unless and until both of the following conditions ((a) and (b)) are met:  a. Moderna gives written notice, required to be submitted to the Government no later than [***], of:  i. any formal management decision to terminate manufacturing of this product vaccine prior to delivery of any  doses to USG under this contract, including all exercised options, other than as a result of clinical failure, or serious  technical or safety reasons or;  ii. any formal management decision to discontinue sale of this product vaccine to the Government prior to delivery  of any doses to USG under this contract, including all exercised options, other than as a result of clinical failure, or  serious technical or safety reasons; or  iii. any filing that anticipates Federal bankruptcy protection; and  b. Moderna has submitted an Emergency Use Authorization application under §564 of the FD&C Act or a  biologics license application provisions of §351(a) of the Public Health Service Act (PHSA).  2. If both conditions listed in section 1 occur, Moderna, upon the request of the Government, shall provide the  following items necessary for the Government to pursue manufacturing of this product vaccine with a third party for  exclusive sale to the U.S. Government:  a. a writing evidencing a non-exclusive, nontransferable, irrevocable (except for cause), royalty-free paid-up  license to practice or have practiced for or on behalf of the U.S. Government any Moderna Background Patent,  Copyright, other Moderna Intellectual Property, Moderna Know-How, Moderna Technical Data rights necessary to  manufacture doses of the mRNA-1273 vaccine;  b. necessary FDA regulatory filings or authorizations owned or controlled by Moderna related to this product  vaccine and any confirmatory instrument pertaining thereto; and  c. any outstanding Deliverables contemplated or materials purchased under this contract.  3. This remedy will remain available until the end of the contract.    





 






W911QY20C0100 (dsoto21610)  Page 28 of 31  During the course of performance under this contract, the Government may require storage of the filled drug product  (FDP) before delivery to the final government location.  In these circumstances, the Government will accept FDP at  the contractor facility (Origin).  The contractor; however, shall continue to be responsible for secure delivery of the  vaccine to its final destination as identified on this contract.  [***].  The Parties acknowledge that background intellectual property and technical data assertions have been made and  evaluated by the parties.  The parties agree that, should additional information relevant to these assertions become  available, the parties will reevaluate said assertions as necessary in the future.  Upon Moderna, US, Inc.’s registration in the System for Award Management, the Government will, at the  Contractor’s request, complete a novation of this Contract to recognize Moderna US, Inc. as a counterparty instead  of Moderna TX, Inc.  This novation will be completed through a modification executed by the Government that  identifies Moderna US, Inc.  as the contracting party for all purposes as if it had originally executed the Contract.  [***]     





 






W911QY20C0100 (dsoto21610)  Page 29 of 31        SECTION I - CONTRACT CLAUSES  The following have been modified:  252.232- 7007 LIMITATION OF GOVERNMENT’S OBLIGATION (APR 2014)  (a) Contract line item 0003 is incrementally funded.  For this item, the sum of $300,000,000.00 of the total price is  presently available for payment and allotted to this contract.  An allotment schedule is set forth in paragraph (j) of  this clause.  (b) For items(s) identified in paragraph (a) of this clause, the Contractor agrees to perform up to the point at which  the total amount payable by the Government, including reimbursement in the event of termination of those item(s)  for the Government’s convenience, approximates the total amount currently allotted to the contract.  The Contractor  is not authorized to continue work on those item(s) beyond that point.  The Government will not be obligated in any  event to reimburse the Contractor in excess of the amount allotted to the contract for those item(s) regardless of  anything to the contrary in the clause entitled “TERMINATION FOR THE CONVENIENCE OF THE  GOVERNMENT.” As used in this clause, the total amount payable by the Government in the event of termination  of applicable contract line item(s) for convenience includes costs, profit and estimated termination settlement costs  for those item(s).  (c) Notwithstanding the dates specified in the allotment schedule in paragraph (j) of this clause, the Contractor will  notify the Contracting Officer in writing at least ninety days prior to the date when, in the Contractor’s best  judgment, the work will reach the point at which the total amount payable by the Government, including any cost for  termination for convenience, will approximate 85 percent of the total amount then allotted to the contract for  performance of the applicable item(s).  The notification will state (1) the estimated date when that point will be  reached and (2) an estimate of additional funding, if any, needed to continue performance of applicable line items up  to the next scheduled date for allotment of funds identified in paragraph (j) of this clause, or to a mutually agreed  upon substitute date.  The notification will also advise the Contracting Officer of the estimated amount of additional  funds that will be required for the timely performance of the item(s) funded pursuant to this clause, for subsequent  period as may be specified in the allotment schedule in paragraph (j) of this clause, or otherwise agreed to by the  parties.  If after such notification additional funds are not allotted by the date identified in the Contractor’s  notification, or by an agreed substitute date, the Contracting Officer will terminate any item(s) for which additional  funds have not been allotted, pursuant to the clause of this contract entitled “TERMINATION FOR THE  CONVENIENCE OF THE GOVERNMENT”.   





 






W911QY20C0100 (dsoto21610)  Page 30 of 31    (d) When additional funds are allotted for continued performance of the contract line item(s) identified in paragraph  (a) of this clause, the parties will agree as to the period of contract performance which will be covered by the funds.   The provisions of paragraph (b) through (d) of this clause will apply in like manner to the additional allotted funds  and agreed substitute date, and the contract will be modified accordingly.  (e) If, solely by reason of failure of the Government to allot additional funds, by the dates indicated below, in  amounts sufficient for timely performance of the contract line item(s) identified in paragraph (a) of this clause, the  Contractor incurs additional costs or is delayed in the performance of the work under this contract and if additional  funds are allotted, an equitable adjustment will be made in the price or prices (including appropriate target, billing,  and ceiling prices where applicable) of the item(s), or in the time of delivery, or both.  Failure to agree to any such  equitable adjustment hereunder will be a dispute concerning a question of fact within the meaning of the clause  entitled “disputes.”  (f) The Government may at any time prior to termination allot additional funds for the performance of the contract  line item(s) identified in paragraph (a) of this clause.  (g) The termination provisions of this clause do not limit the rights of the Government under the clause entitled  “DEFAULT.” The provisions of this clause are limited to work and allotment of funds for the contract line item(s)  set forth in paragraph (a) of this clause.  This clause no longer applies once the contract if fully funded except with  regard to the rights or obligations of the parties concerning equitable adjustments negotiated under paragraphs (d) or  (e) of this clause.  (h) Nothing in this clause affects the right of the Government to this contract pursuant to the clause of this contract  entitled “TERMINATION FOR CONVENIENCE OF THE GOVERNMENT.”  (i) Nothing in this clause shall be construed as authorization of voluntary services whose acceptance is otherwise  prohibited under 31 U.S.C. 1342.  (j) The parties contemplate that the Government will allot funds to this contract in accordance with the following  schedule:  On execution of contract $0.00   Modification P00003 dated 11 Dec 2020 - $300,000,000  (End of clause)  SECTION J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS  The following have been modified:  Document Type Description Page # Date  Exhibit A CDRLs 15 18 July 2020  Attachment 0001 Supply Chain Resiliency Plan for CDRL A010 3 23 July 2020  





 






W911QY20C0100 (dsoto21610)  Page 31 of 31  Attachment 0002 Security Plan 7 23 July 2020  Attachment 0003 Dose Tracking Template Draft Moderna Excel 15 July 2020  Attachment 0004 Data Rights 3 7 August 2020  Attachment 0005 [***] 2 7 August 2020  Attachment 0006 ModernaTx, Inc. Background Intellectual Property 3 6 August 2020  Attachment 0007 Performance Base Payment Milestone Schedule 2 7 August 2020  Attachment 0008 Performance Base Payment Milestone Billing Plan 17 4 December 2020  Attachment 0009 HRPAS Moderna Letter 1 3 September 2020    (End of Summary of Changes)