06 April 2021 Final

TERM SHEET FOR COVID VACCINE

The undersigned parties hereby agree as follows:

I. The Parties

Unilab, Inc., a corporation duly organized and existing under Philippine Law,
with address at No. 66 United Street, Mandaluyong City, represented herein
by its Vice President, Manuel Montinola (“Unilab”); and _________________
__________________________a corporation duly organized and existing under
Philippine Law, with address at ____________________________, represented
herein by its ________________, _________________________ ( Second Party”);

II. Principles

Faberco Life Sciences, Inc. (“Faberco”) is the exclusive representative of

Serum Institute of India (“SII”) in the Philippines for Covid-19 Vaccine,
currently branded as COVOVAXTM (“Product”) developed by Novavax, Inc.

Faberco has appointed Unilab as its exclusive distributor for the Product for
the private market in the Philippines (the “Territory”).

Second Party is interested to order and secure the Product for its workers.

III. General Conditions

The parties acknowledge that this Term Sheet is being entered into during a
time of pandemic. Thus, both parties acknowledge that the regulatory and
economic environment relating to the Product is dynamic and subject to
continuous changes and adjustments.

Second Party also understands that at the time of the signing of this Term
Sheet, the only pathway for the use of the Product in the Philippine territory
is through the “Emergency Use Authority” to be issued by the Food and Drug
Administration pursuant to Executive Order No. 121, Series of 2020.

While the parties are expected to exert its reasonable efforts in carrying out
their obligations under this Term Sheet, the parties anticipate changes in the
environment that may render the obligations of a party impossible to
perform. In such a case, parties undertake to negotiate in good faith to make
the necessary changes in this Term Sheet.

This Term Sheet is subject to the following general conditions:

 a. Issuance of EUA by the Philippine FDA and the approval of the
Vaccine Expert Panel of the Philippine government for the Product
b. Regulatory and government approvals to sell or supply the Product to
the private market, including compliance with Republic Act No. 11525
and its Implementing Rules and Regulations and the signing of the
Multiparty Agreement for this purpose
c. The execution by the Parties of a definitive Memorandum of
Agreement within 15 days from the time that the government and
manufacturer have allowed the private market to procure the Product,
which date Unilab shall notify the Second Party;
d. Second Party understands that the Product is being made available by
Unilab to the Second Party under an EUA permit from the FDA for the
sole purpose of supplementing the government’s mass immunization
program and to enable the private sector to resume its regular
operations safely. Hence, the Second Party shall provide the vaccine for
free to its workers in accordance with government rules and
regulations. Parties note that under Section VII, C. 3 of the
Implementing Rules and Regulations of Republic Act 11525, after the
inoculation of the priority groups, “private entities may enter into
arrangements with their workers to allow such workers to designate
other persons as vaccine recipients subject to the EUA, the multiparty
agreement and other applicable laws and regulations.” In any case, the
Second Party agrees to comply with relevant government issuances
relating to the sale and purchase by the private sector of Covid-19
vaccines.
e. Second Party shall ensure that the Product is administered only in
accordance with government rules and regulations and shall secure an
informed consent from the end-user.

IV. Order

The Second Party is hereby guaranteeing to order _______ doses of the

Product at an indicative price of no more than One Thousand Philippine
Pesos (P1,000.00) per dose, exclusive of taxes, with an estimated delivery
schedule beginning October 2021 but still subject to availability and
government regulations. Second Party acknowledges that the government
supply requirements shall be prioritized. Unilab shall deliver the Product to
such facility/place as designated by the Second Party within the Philippine
Territory provided the facility/place is accredited by the DOH to receive
Covid-19 Vaccines.

Unilab is not requiring any downpayment from the Second Party as a

requirement to the signing of this Term Sheet. Instead, Unilab shall advance
the downpayment as may be required by Faberco. Thus, Second Party is
expected to fulfill its obligations under this Term Sheet provided the
conditions are met.

V. Pharmacovigilance

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The Second Party shall cooperate with regard to the reporting and handling
of safety information involving the Product supplied under this Term Sheet in
accordance with applicable laws on pharmacovigilance, product recall and
clinical safety.

For product recalls, the Second Party shall be responsible for all costs if the
recall is due to the Second Party’s breach of this Term Sheet or Memorandum
of Agreement, willful act or gross negligence.

VI. Termination of the Term Sheet

If the obligation of Unilab under this Term Sheet has become impossible by
reason of any law, regulatory issuance or safety, this Term Sheet shall be
deemed terminated.

VII. Intellectual Property

The Second Party acknowledges that the Intellectual Property of the Product
is owned by the Developer. The Second Party shall not claim ownership over
the Intellectual Property by reason of this Term Sheet.

VIII. Liability and Indemnification

The Second Party waives and releases any claim against Unilab and its
principals arising out of or relating to: (a) lack of safety or efficacy of the
Product, subject to compliance with applicable regulatory requirements in the
Philippines for a pandemic product; (b) use or administration of the Product
under pandemic conditions, except to the extent such claim arises from
Unilab’s willful misconduct or failure to comply with regulatory issuances; (c)
issues relating to storage or transport conditions including deep cold chain
storage if handled by the Second Party; (d) improper administration of the
Product.

The aggregate liability of Unilab, 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 Term Sheet shall not exceed
the amounts actually paid by the Second Party under this Term Sheet or the
Memorandum of Agreement.

IX. Term

The Parties shall have until July 1, 2021 to sign a definitive Memorandum of
Agreement. After such date, this Term Sheet shall be of no force and effect.
The period may be extended upon mutual agreement of the Parties.

X. Confidentiality

The Parties shall at all times, treat as confidential, and shall not disclose,
divulge, copy, duplicate, record or otherwise reproduce, in whole or in part,
or otherwise make available to any person any information about this Term
Sheet or any subsequent Term Sheet, or any other communication electronic

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or otherwise resulting from the discussions and/exchanges of the Parties,
unless with the consent of the other party.

XI. Governing Law

The validity, construction and performance of the Term Sheet shall be

governed by and interpreted in accordance with the laws of the Republic of
the Philippines.

XII. Severability

If any portion of this Term Sheet is declared to be invalid by a court of law,

such determination shall not prevent the remaining provisions contained
herein from being given full force and effect.

XIII. Counterparts

This Term Sheet may be executed in any number of counterparts, each of

which when so executed and delivered shall be an original, but such
counterparts shall constitute one and the same instrument. Any facsimile or
PDF signature page to this Term Sheet shall be treated for all purposes as an
original, manually-signed, signature page hereto.

XIV. E-Signatures

This Term Sheet may be executed by way of electronic signature. Electronic

signatures shall have the same force and effect as original handwritten
signatures and shall be binding among the parties. In case executed
electronically, the best evidence of this Term Sheet shall be a copy of this
Term Sheet bearing electronic signatures, in portable document format (pdf)
or any other electronic format intended to preserve the original graphic and
pictorial appearance of the document.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures

this ____ day of ______________ at ________________.

UNILAB, INC.
By: By:

_____________________________
Manuel Montinola
Vice President

Signed in the Presence of:

_____________________________ ______________________________
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