Comparison Table of Standard Material Transfer Agreements (SMTA2s) Under WHO PIP Framework 16.04.2026.xlsx

	A	B	C	D	E	F	G	H	I	J	K	L	M	N	O	P	Q	R	S	T	U	V
1		Comparison Table of Standard Material Transfer Agreements (SMTA2s) Under WHO PIP Framework
2		Adam Strobeyko, Legal Advisor, Governing Pandemics initiative, Global Health Centre, Geneva Graduate Institute
3		This comparison table synthesizes publicly available SMTA2s signed between WHO and manufacturers of vaccines and/or antivirals, as listed at: https://www.who.int/initiatives/pandemic-influenza-preparedness-framework/standard-material-transfer-agreement-2-(smta2)/list-of-signed-agreements-cat-a. The table compares agreements provision by provision, using the article numbering as it appears in the signed contracts, not in PIP Framework Template SMTA2 Text. Where it is not included in article heading, the subject matter of an article is added by the author in brackets for the ease of navigation. Each provision is assessed against two baselines: the PIP Framework SMTA2 Template (Annex 2 of the PIP Framework) and the most common language across signed SMTA2 agreements. Original contracts are accessible via hyperlinks in the company name cells. Confidential term sheets attached to the agreements are not included in this table. This table reflects the author's own analysis. All errors and omissions are the author's alone. Feedback and updates are welcome at adam.strobejko@graduateinstitute.ch
4			✓ standard PIP SMTA2 Template language		✓ Most common SMTA2 language		Deviation from the standard language
5
6		CATEGORY A — Vaccine & Antiviral Manufacturers
7	Article number, as it figures in signed SMTA2		PIP Framework SMTA2 Template	Most Common SMTA2 Language	Adimmune	BIKEN	CNBG	Denka Seiken	GPO (Thailand)	Green Cross	GSK (Glaxo)	KDSV	KM Biologics	MedImmune	Sanofi Pasteur	Seqirus	Serum Inst. India	Sinovac	SK BioScience	Takeda	Zydus Lifesciences	Article number, as it figures in signed SMTA2
8	Art. 2 Subject Matter of the Agreement		"PIP biological materials as defined in Section 4.1 of the Framework (hereinafter “Materials”) transferred to the Recipient are subject to the provisions of this Agreement."	Same as PIP Framework SMTA2 Template. Stylistic variation: "transferred to the Company" instead of "transferred to the recipient": "PIP biological materials as defined in Section 4.1 of the Framework (hereinafter “Materials”) transferred to the Company are subject to the provisions of this Agreement."	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	Art. 2 Subject Matter of the Agreement
9	Art. 3 Definitions		(a) As provided for in Section 4 of the Pandemic Influenza Preparedness Framework for the sharing of influenza viruses and access to vaccines and other benefits. (b) Other terms as agreed by the parties.	(a) Terms defined in Section 4 of the PIP Framework shall have the same meaning when used in the context of this Agreement. (b) Other terms as may be agreed by the Parties in writing. (c) “Term Sheets” shall mean the terms and conditions describing the rights and obligations of each Party with regard to each of the Commitments (as defined below).	Omits clause (b) "Other terms as may be agreed...". Adds clause (c): "the Company shall be construed to refer not only to Adimmune Corporation, but also to any other company within the Adimmune Corporation of companies or affiliates thereof."	Adds clause (d): "For the purposes of this Agreement, the Company shall be construed to refer not only to BIKEN, but also to any other company within the BIKEN group of companies or affiliates."	Adds clause (d): "For the purposes of this Agreement, the Company shall be construed to refer to not only CNBG, but also to any company within the CNBG group of companies or affiliates listed in the Term Sheets."	✓ Most common SMTA2 language	Adds clause (d): "For the purposes of this Agreement, the company shall be construed to refer only to the GPO."	Adds clause (d): "For the purposes of this Agreement, the Company shall be construed to refer not only to Green Cross Corporation, but also to any other company within the Green Cross group of companies or affiliates thereof."	Omits clause (b) "Other terms as may be agreed...". Adds clause (c): "the Company shall be construed to refer not only to GlaxoSmithKline Biologicals S.A., but also to any other company within the GlaxoSmithKline group of companies or affiliates thereof."	✓ Most common SMTA2 language	Adds clause (d): "For the purposes of this Agreement, the Company shall be construed to refer not only to KM Biologics, but also to any other company within the group of companies to which KM Biologics belongs or affiliates thereof."	✓ Most common SMTA2 language	Adds clause: "For the purposes of this Agreement, the Company shall be construed to refer Sanofi Pasteur and its affiliates. For the avoidance of doubt, “affiliates” in the Sanofi Pasteur group of companies refers to any company which directly or indirectly controls, is controlled by or is under common control with Sanofi Pasteur. For the purposes hereof, control shall mean the direct or indirect ownership of more than fifty per cent (50%) of the equity or more than fifty per cent (50%) of the voting rights."	Adds clause (d): "For the purposes of this Agreement, the Company shall be construed to refer not only to Seqirus UK Limited, but also to any other company within the Seqirus UK Limited group of companies."	✓ Most common SMTA2 language	Adds clause (d): "For the purposes of this Agreement, the Company shall be construed to refer to Sinovac Biotech Co., Ltd. and its affiliates."	Omits clause (b) "Other terms as may be agreed...". Adds clause (c): "the Company shall be construed to refer not only to SK bioscience Co., Ltd, but also to any other company within the SK bioscience Co., Ltd group of companies or affiliates thereof."	Adds clause (d): "For the purposes of this Agreement, the Company shall be construed to refer not only to Takeda Pharmaceutical Company Limited, but also to any other company within the Takeda group of companies or affiliates thereof including but not limited to Takeda Vaccines, Inc."	Omits clause (b) "Other terms as may be agreed...". Adds clause (c): "the Company shall be construed to refer not only to Zydus Lifesciences Limited, but also to any other company within the Zydus Lifesciences Limited group of companies or affiliates thereof."	Art. 3 Definitions
10	Art. 4 Obligations of WHO		To be agreed by the parties.	"WHO will report to the Advisory Group any exceptional transfers of Materials authorized by the Director-General under Article 5.4 below."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language. Stylistic variation: "the Materials" instead of "Materials"	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language. Stylistic variation: "the Materials" instead of "Materials"	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language. Stylistic variation: "the Materials" instead of "Materials"	✓ Most common SMTA2 language	✓ Most common SMTA2 language. Stylistic variation: "the Materials" instead of "Materials"	Art. 4 Obligations of WHO
11	Art. 5.1.1(1) (Vaccine donations)		Donate at least 10% of real time pandemic vaccine production to WHO	"Donate eight percent (8%) of real time pandemic vaccine production to WHO (see Annex 1)."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	"Donate five percent (5%) of real time pandemic vaccine production to WHO (see Annex 1)."	"Donate seven percent (7%) of real time pandemic vaccine production to WHO (see Annex 1)."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	"Donate 9% of real time pandemic vaccine production to WHO (see Annex 1)."	"Donate 7,5 % (seven and half per cent) of real time pandemic vaccine production to WHO (see Annex 1)."	"Donate 10% of real time pandemic vaccine production to WHO (see Annex 1)."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	Art. 5.1.1(1) (Vaccine donations)
12	Art. 5.1.1(2) (Vaccine reservations)		"Reserve at least 10% of real time pandemic vaccine production at affordable prices to WHO"	"Reserve two percent (2%) of real time pandemic vaccine production at affordable prices to WHO (see Annex 2)."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	"Reserve five percent (5%) of real time pandemic vaccine production at affordable prices to WHO (see Annex 2)."	"Reserve three percent (3%) of real time pandemic vaccine production at affordable prices to WHO (see Annex 2)."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	"Reserve 1% of real time pandemic vaccine production at affordable prices to WHO (see Annex 2)."	"Reserve 7,5 % (seven and half per cent) of real time pandemic vaccine production at affordable prices to WHO (see Annex 2)."	"Reserve 2.5% of real time pandemic vaccine production at affordable prices to WHO (see Annex 2)."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	Art. 5.1.1(2) (Vaccine reservations)
13	(Technology transfer to developing countries)		"Grant to manufacturers in developing countries licenses on mutually agreed terms that should be fair and reasonable including in respect of affordable royalties, taking into account development levels in the country of end use of the products, on technology, know-how, products and processes for which it holds IPR for the production of (i) influenza vaccines, (ii) adjuvants, (iii) antivirals and/or (iv) diagnostics."	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	(Technology transfer to developing countries)
14	(Technology transfer to WHO)		"Grant royalty-free licenses to manufacturers in developing countries or grant to WHO royalty-free, non-exclusive licenses on IPR, which can be sublicensed, for the production of pandemic influenza vaccines, adjuvants, antivirals products and diagnostics needed in a pandemic. WHO may sublicense these licenses to manufacturers in developing countries on appropriate terms and conditions and in accordance with sound public health principles."	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	Not included.	(Technology transfer to WHO)
15	Art. 5.2 (handling of materials)		"The Recipient shall ensure that the PIP biological materials are handled in accordance with applicable WHO guidelines and national bio-safety standards."	Same as PIP Framework. Stylistic variation: refers to "The Company" instead of "the Recipient": "The Recipient shall ensure that the PIP biological materials are handled in accordance with applicable WHO guidelines and national bio-safety standards."	✓ standard PIP SMTA2 Template language. Mentions "bio-safety standards" instead of "national bio-safety standards"	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	Art. 5.2 (handling of materials)
16	Art. 5.4 (further transfer)		The recipient shall only further transfer the PIP biological materials if the prospective recipient has concluded an SMTA with the World Health Organization. Any such further transfer shall be reported to the World Health Organization. The Director-General may, under exceptional circumstances, allow the PIP biological materials to be transferred to a prospective recipient while requesting this aforementioned recipient to enter into an SMTA, and report to the “Advisory Group” accordingly.	Same as PIP Framework SMTA2 Template, with stylistic variation: "The Company shall only further transfer the Materials if the prospective recipient has concluded a Standard Material Transfer Agreement (“SMTA”) with WHO. The Company shall report any such further transfers to WHO. The Director-General may, under exceptional circumstances, allow the Materials to be transferred to a prospective recipient while requesting this aforementioned recipient to enter into an SMTA."	Adds a clause: "For the avoidance of doubt, such transfers are understood not to include provision by the Company of Materials for utilization on its behalf to entities under contract to the Company, provided that (a) the Materials are returned to the Company or destroyed, in accordance with appropriate bio-safety standards, at the end of utilization; and, (b) the Materials shall not be utilized by such entities for research, development or production other than as directed by the Company; and, (c) the Company shall, in such cases, remain fully responsible for the compliance by such entities of the obligations for handling the Materials in accordance with this Agreement."	✓ standard PIP SMTA2 Template language	Adds a clause: "For the avoidance of doubt, such transfers are understood not to include provision by the Company of Materials for utilization on its behalf to entities under contract to the Company, provided that (a) the Materials are returned to the Company or destroyed, in accordance with appropriate bio-safety standards, at the end of utilization; and, (b) the Materials shall not be utilized by such entities for research, development or production other than as directed by the Company; and, (c) the Company shall, in such cases, remain fully responsible for the compliance by such entities of the obligations for handling the Materials in accordance with this Agreement."	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	Adds a clause: "For the avoidance of doubt, such transfers are understood not to include provision by the Company of Materials for utilization on its behalf to entities under contract to the Company, provided that (a) the Materials are returned to the Company or destroyed, in accordance with appropriate bio-safety standards, at the end of utilization; and, (b) the Materials shall not be utilized by such entities for research, development or production other than as directed by the Company; and, (c) the Company shall, in such cases, remain fully responsible for the compliance by such entities of the obligations for handling the Materials in accordance with this Agreement."	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	Adds a clause: "For the avoidance of doubt, such transfers are understood not to include provision by the Company of Materials for utilization on its behalf to entities under contract to the Company, provided that (a) the Materials are returned to the Company or destroyed, in accordance with appropriate bio-safety standards, at the end of utilization; and, (b) the Materials shall not be utilized by such entities for research, development or production other than as directed by the Company; and, (c) the Company shall, in such cases, remain fully responsible for the compliance by such entities of the obligations for handling the Materials in accordance with this Agreement."	✓ standard PIP SMTA2 Template language	Adds a clause: "For the avoidance of doubt, such transfers are understood not to include provision by the Company of Materials for utilization on its behalf to entities under contract to the Company, provided that (a) the Materials are returned to the Company or destroyed, in accordance with appropriate bio-safety standards, at the end of utilization; and, (b) the Materials shall not be utilized by such entities for research, development or production other than as directed by the Company; and, (c) the Company shall, in such cases, remain fully responsible for the compliance by such entities of the obligations for handling the Materials in accordance with this Agreement."	Adds a clause: "For the avoidance of doubt, such transfers are understood not to include provision by the Company of Materials for utilization on its behalf to entities under contract to the Company, provided that (a) the Materials are returned to the Company or destroyed, in accordance with appropriate bio-safety standards, at the end of utilization; and, (b) the Materials shall not be utilized by such entities for research, development or production other than as directed by the Company; and, (c) the Company shall, in such cases, remain fully responsible for the compliance by such entities of the obligations for handling the Materials in accordance with this Agreement."	✓ standard PIP SMTA2 Template language	Adds a clause: "For the avoidance of any doubt, such restricted transfers are understood not to include provision by the Company of Materials for utilization on its behalf to entities under contract to the Company, provided that in such case (a) the Materials are returned to the Company or destroyed in accordance with the appropriate bio- safety standards in Japan or other applicable country at the end of utilization; and (b) the Materials shall not be utilized by such entities for research, development or production other than as directed by the Company; and (c) the Company shall, in such cases, remain fully responsible for the compliance by such entities of the obligations for handling the Materials in accordance with this Agreement."	✓ standard PIP SMTA2 Template language	Art. 5.4 (further transfer)
17	Art. 5.6 Manufacturer Notice		Not included.	Not included in 11 agreements.	"In the event that the Company enters into any contract or formal agreement with a manufacturer for the purpose of using the Materials for commercialization, public use or regulatory approval of that manufacturer’s vaccines, diagnostics, or pharmaceuticals, the Company shall: (a) Inform the manufacturer that it will be contacted by WHO to discuss conclusion of an SMTA 2 (if one is not already concluded); and (b) Inform WHO of the use of the Materials on behalf of that manufacturer and provide WHO with the name of said manufacturer..."	Not included	Not included	Not included	"In the event that the Company enters into any contract or formal agreement with a manufacturer for the purpose of using the Materials for commercialization, public use or regulatory approval of that manufacturer’s vaccines, diagnostics, or pharmaceuticals, the Company shall: (a) Inform the manufacturer that it will be contacted by WHO to discuss conclusion of an SMTA 2 (if one is not already concluded); and (b) Inform WHO of the use of the Materials on behalf of that manufacturer and provide WHO with the name of said manufacturer..."	Not included	"In the event that the Company enters into any contract or formal agreement with a manufacturer for the purpose of using the Materials for commercialization, public use or regulatory approval of that manufacturer’s vaccines, diagnostics, or pharmaceuticals, the Company shall: (a) Inform the manufacturer that it will be contacted by WHO to discuss conclusion of an SMTA 2 (if one is not already concluded); and (b) Inform WHO of the use of the Materials on behalf of that manufacturer and provide WHO with the name of said manufacturer..."	Not included	Not included	Not included	Not included	Not included	Not included	Not included	"In the event that the Company enters into any contract or formal agreement with a manufacturer for the purpose of using the Materials for commercialization, public use or regulatory approval of that manufacturer’s vaccines, diagnostics, or pharmaceuticals, the Company shall: (a) Inform the manufacturer that it will be contacted by WHO to discuss conclusion of an SMTA 2 (if one is not already concluded); and (b) Inform WHO of the use of the Materials on behalf of that manufacturer and provide WHO with the name of said manufacturer..."	Not included	"In the event that the Company enters into any contract or formal agreement with a manufacturer for the purpose of using the Materials for commercialization, public use or regulatory approval of that manufacturer’s vaccines, diagnostics, or pharmaceuticals, the Company shall: (a) Inform the manufacturer that it will be contacted by WHO to discuss conclusion of an SMTA 2 (if one is not already concluded); and (b) Inform WHO of the use of the Materials on behalf of that manufacturer and provide WHO with the name of said manufacturer..."	Art. 5.6 Manufacturer Notice
18	Art. 6.1 Term Sheets		Not included.	"The Term Sheets specify the terms for each of the Commitments in Article 5 above, and shall form Annexes 1 and 2 of the Agreement. The Annexes shall be an integral part of this Agreement."	Adds a clause "For the avoidance of doubt, the provisions of the Term Sheets shall conform to the provisions of this Agreement and this Agreement is understood to apply in full to the Term Sheets."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	Art. 6.1 Term Sheets
19	Art. 6.2 (review of term sheets)		Not included.	At the request of either Party at any time, but at a minimum every four (4) years from the signature of this Agreement, the Parties will review the provisions contained in the Term Sheets to evaluate if modification is necessary and the Term Sheets may be adapted by mutual agreement of the Parties as a result of such review. Any modifification requested by either Party shall be discussed by the Parties in good faith and the Parties shall use best reasonable efforts to agree on such modifications within three months of starting such discussions."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	"...the Parties shall use best reasonable efforts to agree on such modifications within three (3) months of starting such discussions." [STYLISTIC: same meaning - no legal effect] ("three (3) months" in place of standard "three months")	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	"...the Parties shall use best reasonable efforts to agree on such modifications within three months of starting such discussions, provided however that failure to reach agreement shall not obligate either Party to accept any modification."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	Art. 6.2 (review of term sheets)
20	Art. 6.3 (review of term sheets in a pandemic)		Not included.	"In case of an imminent risk of a pandemic, and at the latest upon declaration by WHO of a pandemic, the Parties will review (and if necessary adapt) the Term Sheets with the objective of ensuring that all mechanisms are in place to enable the speedy implementation of the Commitments once a pandemic is declared. The Parties will also conduct an after action review of the Term Sheets after the end of a pandemic event."	"In case of an imminent risk of a pandemic, and at the latest upon declaration or determination by WHO of an influenza pandemic (hereinafter referred to and defined for purposes of the Term Sheets as a "Pandemic Declaration"), the Parties will review (and if necessary adapt) the Term Sheets with the objective of ensuring that all mechanisms are in place to enable the speedy implementation of the Commitments once an influenza pandemic is declared or determined." After-action review sentence absent.	"In case of an imminent risk of a pandemic, and at the latest upon declaration by WHO of a pandemic, the Parties will review (and if necessary adapt) the Term Sheets with the objective of ensuring that all mechanisms are in place to enable the speedy implementation of the Commitments once a pandemic is declared." After-action review sentence absent.	"In case of an imminent risk of a pandemic, and at the latest upon declaration by WHO of a Phase 5 (as defined by the WHO definition of pandemic phases in place at the effective date of this Agreement), the Parties will review (and if necessary adapt) the Term Sheets with the objective of ensuring that all mechanisms are in place to enable the speedy implementation of the Commitments once a pandemic is declared. The Parties will also conduct an after action review of the Term Sheets after the end of a pandemic event."	✓ Most common SMTA2 language	Refers to "influenza pandemic" only: "In case of an imminent risk of an influenza pandemic, and at the latest upon declaration by WHO of an influenza pandemic, the Parties will review (and if necessary adapt) the Term Sheets with the objective of ensuring that all mechanisms are in place to enable the speedy implementation of the Commitments once an influenza pandemic is declared. The Parties will also conduct an after action review of the Term Sheets after the end of the pandemic event."	"In case of an imminent risk of a pandemic, and at the latest upon declaration by WHO of a pandemic, the Parties will review (and if necessary adapt) the Term Sheets with the objective of ensuring that all mechanisms are in place to enable the speedy implementation of the Commitments once a pandemic is declared." After-action review sentence absent.	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	"In case of an imminent risk of a pandemic, and at the latest upon declaration by WHO of a pandemic, the Parties will review (and if necessary adapt) the Term Sheets with the objective of ensuring that all mechanisms are in place to enable the speedy implementation of the Commitments once a pandemic is declared." After-action review sentence absent.	"In case of an imminent risk of a pandemic, at the latest upon declaration by WHO of a Phase 5 (as defined by the WHO definition of pandemic phases in place at the effective date of this Agreement), the Parties will review (and if necessary adapt) the Term Sheets with the objective of ensuring that all mechanisms are in place to enable the speedy implementation of the Commitments once a pandemic is declared. The Parties will also conduct an after action review of the Term Sheets after the end of a pandemic event."	✓ Most common SMTA2 language	"In case of an imminent risk of a pandemic, at the latest upon declaration by WHO of a Phase 5 (as defined by the WHO definition of pandemic phases in place at the effective date of this Agreement), the Parties will review (and if necessary adapt) the Term Sheets with the objective of ensuring that all mechanisms are in place to enable the speedy implementation of the Commitments once a pandemic is declared. The Parties will also conduct an after action review of the Term Sheets after the end of a pandemic event."	✓ Most common SMTA2 language	"In case of an imminent risk of an influenza pandemic emergency, and at the latest upon the determination by the WHO Director-General of a public health emergency of international concern for influenza pursuant to the International Health Regulations (2005) ("PHEIC"), the Parties will review (and if necessary adapt) the Term Sheets with the objective of ensuring that all mechanisms are in place to enable the speedy implementation of the Commitments. The Parties will also conduct an after action review of the Term Sheets following the end of an influenza pandemic emergency."	✓ Most common SMTA2 language	"In case of an imminent risk of an influenza pandemic emergency, and at the latest upon the determination by the WHO Director-General of a public health emergency of international concern for influenza pursuant to the International Health Regulations (2005) ("PHEIC"), the Parties will review (and if necessary adapt) the Term Sheets with the objective of ensuring that all mechanisms are in place to enable the speedy implementation of the Commitments. The Parties will also conduct an after action review of the Term Sheets following the end of an influenza pandemic emergency."	Art. 6.3 (review of term sheets in a pandemic)
21	Art. 7.1 Dispute resolution		If a dispute cannot be resolved through negotiations or other non-binding means of the parties’ choice, disputes shall be subject to binding arbitration on conditions that are mutually agreed by the parties.	If a dispute cannot be resolved after three-months from its beginning, through negotiations or other amicable, non-binding means of the Parties' choice, including conciliation, disputes shall be subject to, and finally settled under, binding arbitration on conditions that are mutually agreed by the Parties. The Parties agree that such conditions include use of the Rules of Arbitration of the International Chamber of Commerce by a panel of three arbitrators appointed in accordance with the said Rules. The seat of the arbitration shall be in Geneva, Switzerland. The arbitral proceedings shall be conducted in English.	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	Art. 7.1 Dispute resolution
22	Art. 7.2 (Interpretation of matters not covered by Agreement's terms)		"To be agreed by the parties"	"Any matter relating to the interpretation or application of this Agreement which is not covered by its terms will be resolved by reference to the laws of Switzerland."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	Art. 7.2 (Interpretation of matters not covered by Agreement's terms)
23	Art. 8 Liability and indemnity		"To be agreed by the parties."	"Provisions on liability and indemnity are contained in the relevant Term Sheets."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	Art. 8 Liability and indemnity
24	Art. 9 Privileges and immunities		"Nothing in or relating to these clauses shall imply the obligation of WHO to submit to any national legislation or jurisdiction, or be deemed a waiver of any of the privileges and immunities of WHO in conformity with the Convention on the Privileges and Immunities of the Specialized Agencies approved by the General Assembly of the United Nations on November 21, 1947 or otherwise under any national or international law, convention or agreement"	Same as the PIP Framework SMTA2 Template: "Nothing in or relating to these clauses shall imply the obligation of WHO to submit to any national legislation or jurisdiction, or be deemed a waiver of any of the privileges and immunities of WHO in conformity with the Convention on the Privileges and Immunities of the Specialized Agencies approved by the General Assembly of the United Nations on November 21, 1947 or otherwise under any national or international law, convention or agreement."	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	✓ standard PIP SMTA2 Template language	Art. 9 Privileges and immunities
25	Art. 10.1 Name & Emblem		"To be agreed by the parties"	"Except as otherwise explicitly provided in this Agreement, neither Party shall, in any statement or material of an advertising or promotional nature, refer to the relationship of the Parties under this Agreement, or otherwise use the other Party's name, acronym and/or emblem, without the prior written consent of that other Party."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	Art. 10.1 Name & Emblem
26	Art. 11 Warranties		"To be agreed by the parties"	"Each Party warrants to the other Party that it has the full power to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights and benefits granted by it to the other Party under this Agreement."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	Art. 11 Warranties
27	Art. 12 Duration of Agreement		"To be agreed by the parties"	"This Agreement will become effective upon the signing by both Parties and shall remain in effect until 31 December 2031, unless terminated by either Party in accordance with Article 13 below."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	"This Agreement will become effective upon the signing by both Parties and shall remain in effect unless terminated by either Party in accordance with Article 13 below."	✓ Most common SMTA2 language	"This Agreement will become effective upon the signing by both Parties and shall remain in effect unless terminated by either Party in accordance with Article 13 below."	Art. 12 Duration of Agreement
28	Art. 13.1Termination (Notice)		"To be agreed by the parties"	"Either Party shall have the right to terminate this Agreement at any time with one hundred and eighty (180) days written notice to the other Party. If a pandemic occurs during such notice period, all obligations under this Agreement will survive and termination will take effect only after both fulfilment of the obligations by the Parties under the respective Term Sheet and the announcement of the end of the pandemic." Variation: 3 agreements specify "influenza pandemic" (narrower than generic "pandemic").	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	Refers to "influenza pandemic": "Either Party shall have the right to terminate this Agreement at any time with one hundred and eighty (180) days written notice to the other Party. If an influenza pandemic occurs during such notice period, all obligations under this Agreement will survive and termination will take effect only after both fulfilment of the obligations by the Parties under the respective Term Sheet and the announcement of the end of the influenza pandemic emergency."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	Refers to "influenza pandemic": "Either Party shall have the right to terminate this Agreement at any time with one hundred and eighty (180) days written notice to the other Party. If an influenza pandemic occurs during such notice period, all obligations under this Agreement will survive and termination will take effect only after both fulfilment of the obligations by the Parties under the respective Term Sheet and the announcement of the end of the influenza pandemic emergency."	✓ Most common SMTA2 language	Refers to "influenza pandemic": "Either Party shall have the right to terminate this Agreement at any time with one hundred and eighty (180) days written notice to the other Party. If an influenza pandemic occurs during such notice period, all obligations under this Agreement will survive and termination will take effect only after both fulfilment of the obligations by the Parties under the respective Term Sheet and the announcement of the end of the influenza pandemic emergency."	Art. 13.1Termination (Notice)
29	Art. 13.2 Termination (Materials)		"To be agreed by the parties"	"In case of a termination of this Agreement by the Company, the Company shall, when such termination takes effect, immediately cease any and all use of any Materials and shall return to the provider or destroy (as advised by the provider) any such Materials"	"In case of a termination of this Agreement, the Company shall, when such termination takes effect, immediately cease any and all use of any Materials and shall return to the provider or destroy (as advised by the provider) any such Materials. “Use of any Materials” is understood to mean that the Company’s development, testing, production or marketing of influenza vaccines or anti- viral medicines utilizes in any way, Materials or information to the extent such information ts related to the Materials and not in the public domain."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	"In case of a termination of this Agreement, the Company shall, when such termination takes effect, immediately cease any and all use of any Materials and shall return to the provider or destroy (as advised by the provider) any such Materials. “Use of any Materials” is understood to mean that the Company’s development, testing, production or marketing of influenza vaccines or anti-viral medicines utilizes in any way, Materials or information to the extent such information is related to the Materials and not in the public domain.	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	Art. 13.2 Termination (Materials)
30	Art. 14 Force Majeure		"To be agreed by the parties."	"No Party shall be liable for any delay in the performance of or failure to perform its obligations under this Agreement, where such delay or failure is caused by Force Majeure (“Force Majeure” is defined in the relevant Term Sheets)."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	Art. 14 Force Majeure
31	Art. 15.1 Notice Method		Not included.	"Any notice to be given between the Parties shall be effectively given if sent by letter, fax or similar means of communication, postage prepaid or charged to the sender and addressed to the other Party at the address shown below:"	"Any notice to be given between the Parties shall be effectively given if sent by email and addressed to the other Party at the address shown below:"	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	Art. 15.1 Notice Method
32	Art. 15.2 Entire Agreement		Not included.	"This Agreement, including any current or future Annexes, contains all the rights, obligations and terms made by the Parties in connection with the subject matter detailed herein. Any amendment of the Agreement, including any amendment of this section 15.2, is only valid if made in writing as an amendment to this Agreement and signed by authorized signatories of the Parties."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	Adds supersedes clause: "...and replaces and supersedes the SMTA 2 executed on 18 December 2012 and any amendment thereto between the parties."	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	✓ Most common SMTA2 language	Art. 15.2 Entire Agreement
33	Art. 15.4 Anti-Corruption		Not included.	Not included in 14 agreements. 2 agreements include Art. 15.4 (Adimmune, GSK): anti-corruption compliance clause.	"Each Party agrees that it shall comply in all material respects with all applicable laws to that Party, including, if applicable, anti-corruption laws with respect to the performance of the Party's obligations under this Agreement."	Not included	Not included	Not included	Not included	Not included	"Each Party agrees that it shall comply in all material respects with all applicable laws to that Party, including, if applicable, anti-corruption laws with respect to the performance of the Party's obligations under this Agreement."	Not included	Not included	Not included	Not included	Not included	Not included	Not included	Not included	Not included	Not included	Art. 15.4 Anti-Corruption
34	Article number, as it figures in signed SMTA2		PIP Framework SMTA2 Template	Most Common SMTA2 Language	Adimmune	BIKEN	CNBG	Denka Seiken	GPO (Thailand)	Green Cross	GSK (Glaxo)	KDSV	KM Biologics	MedImmune	Sanofi Pasteur	Seqirus	Serum Inst. India	Sinovac	SK BioScience	Takeda	Zydus Lifesciences	Article number, as it figures in signed SMTA2
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100