INTERNAL MEMORANDUM
TH IS MEMORANDUM SUBJECT TO ATTORNEY-CLIEN T PRIVILEGE
TO: OFFICE OF THE CHIEF ETHICS OFFICER
FROM: OFFICE OF THE CHIEF EXECUTIVE OFFICER AND PRESIDENT
SUBJECT: REQUEST FOR GUIDANCE
DATE: MARCH 14, 2021
CC: OFFICE OF THE GENERAL COUNSEL
Our firm’s vaccine to the COVID-19 virus is coming into the manufacturing and
distribution stage.
The vaccine presents some restricted potential adversarial impacts to end-users. Our
regulatory filings current this info and statistical Assessment. Our filings don’t
advocate for authorization. The Firm has no formal place on these selections. Our
function within the response to the COVID-19 pandemic is vaccine design and manufacture solely.
We imagine, nonetheless, that the advantages of our product will mitigate governments to sua
sponte provoke emergency use authorizations. Such danger/profit Assessment have to be the only
accountability of nation-states/purchasers.
The corporate won’t solicit any persevering with emergency use authorizations. Purchasers
will likely be required to deal with any suspension of an authorization internally. As soon as a nationstate grants preliminary emergency use authorization, our obligations regarding knowledge
assortment, Assessment, and reporting shall terminate. We won’t present entry to any
inside scientific or anecdotal info collected by the Firm after an emergency
use authorization is granted. These insurance policies have been adopted at a gathering of the Board of
Administrators on February 1, 2021.
We anticipate attaining full manufacturing capability throughout the fiscal subsequent quarter (Q2)
offering supply-chain points could be resolved.
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Pre-existing orders are important. Our purchasers are all kinds of nation-states.
We additionally anticipate gross sales to, or by way of, the COVAX initiative, WHO, and different
transnational entities. Ahead steering suggests our satisfaction of those orders will
positively affect our prime, and backside, line monetary positions.
To protect the financial achieve of this scientific effort, we would require that nation-state
and transnational purchasers warranty immunity from civil go well with or indemnification. We
will even require immunity/pre-emptive pardon concerning any type of potential prison
legal responsibility. In-house counsel has opined that such authorized/political calls for are usually not
inconsistent with our authorized obligations, particularly vis-à-vis the US’
Overseas Corrupt Practices Act of 1977 (FCPA) (15 U.S.C. § 78dd-1, et seq.).
The world applauds our present medical progress and inoculation efforts. The Board
believes that this supportive environment will dissipate with outstanding alacrity. The
Board notes growing export licensing restrictions, extreme bulk purchases, and a
reluctance by economically safe nation-states to cooperate within the distribution of
vaccine to economically compromised nation-states. These actions have the potential to
replicate adversely on the Firm as these political selections manifest themselves in
medical implications, i.e., morbidity and mortality. The Board wishes to pre-emptively
handle this anticipated deflection towards our manufacturing and distribution efforts.
Every gross sales venue presents distinctive authorized and moral points. In-house counsel doesn’t
foresee important civil or prison legal responsibility from third and fourth world nations given the
persevering with inside tensions current in these venues. First and second world nation-states
current not insignificant issues. Legal and civil immunity and indemnification
protections could possibly be rescinded by any, or all, of those political groupings. Additional,
second-party gross sales to nation-states recognized as state sponsors of terrorism current a
distinctive set of points. For these causes, the event, distribution, and monetization
of our vaccine might produce quite a lot of moral and authorized points in all these venues.
In contrast to authorized points which generally are contained inside a given nation and are
quantifiable, moral points might turn out to be transnational and danger changing into financially
uncontrollable.
The authorized division is already mobilizing internally, together with the retention of out of doors
counsel, in preparation for litigation in these jurisdictions recognized as most regarding.
The Board of Administrators vested the Workplace of Basic Counsel with plenary management over
vaccine-related litigation at its February 1, 2021 assembly. At that very same assembly, your
Workplace was vested with plenary management over the decision of moral points. The Board of
Administrators additionally established a coverage that your Workplace shall talk solely with, and to,
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the Board of Administrators in reference to vaccine-related issues. No communication of
any kind is to happen along with your Workplace and every other subdivision of the Firm.
On April 1, 2021 commencing at 9:00AM the Board of Administrators will meet to debate the
standing of the Firm’s vaccine roll-out program. This assembly will final a minimum of three
days. All company departments will current confidential, inside steering at this
assembly. Your employees is to current concerning the recognized and doubtlessly unknown moral
challenges and alternatives. Your Workplace can be anticipated to establish any unknown
unknowns to the perfect of their capability.
Every member of your employees will likely be allotted not more than 10 minutes to current on an
moral alternative they establish. The Board won’t ask any questions following a
presentation. The Board is looking for a minimum of the next info regarding any
recognized moral problem/alternative:
1. Identification of stakeholders.
2. Identification of alternatives/challenges and their classification.
three. Any related details of which the Board needs to be conscious concerning the famous
problem/alternative.
four. Compliance alternatives and potential liabilities.
5. Advised resolutions (together with normative approaches).
6. Advised coaching, police, and audit infrastructure.
7. Suggestion for a way the vaccine distribution effort could be built-in into the
Firm’s sustainability plan.
The Board doesn’t need to have a presentation learn to them.
There’s already an unlimited quantity of goal knowledge to be introduced on the assembly from the
finance, provide, and operations administration divisions. Your employees is urged to diversify its
subjective displays utilizing charts, graphs, photos, and so on.
My employees will incorporate your staffs’ slides into a bigger presentation. We don’t require
a canopy slide because of this. Your staffs’ slides have to be acquired by March 19, 2021 in order that
this inclusion course of could be accomplished. We solely require the substantive slide stack from
every presenter. As well as, a slide with any references also needs to be supplied. We’ll
consolidate the reference slide into the bigger stack.
On the present time solely a slide stack is required. Your employees doesn’t want to supply
their oral displays.
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Your employees members should current a visible format their slides. The advertising and marketing division
is addressing different points and can’t allot time to inside aesthetic issues. We’ll
choose the perfect visible configuration for common software. Please be aware that the
viewers numbers roughly 50 and social distancing would require that the
displays be made within the 750-seat company amphitheater.
I sit up for receiving your staffs’ slide stacks.
Be at liberty to contact my workplace you probably have questions.

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