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I N T E R N A L M E M O R A N D U M

T H I S M E M O R AN D U M S U B J E C T T O AT T O R N E Y - C L I E N T P R I V I L E GE

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 company’s vaccine to the COVID-19 virus is entering the production and distribution stage.

The vaccine presents some limited potential adverse impacts to end-users. Our regulatory filings present this information and statistical analysis. Our filings do not advocate for authorization. The Company has no formal position on these decisions. Our role in the response to the COVID-19 pandemic is vaccine design and manufacture only. We believe, however, that the benefits of our product will mitigate governments to sua sponte initiate emergency use authorizations. Such risk/benefit analysis must be the sole responsibility of nation-states/purchasers.

The company will not solicit any continuing emergency use authorizations. Purchasers will be required to address any suspension of an authorization internally. Once a nation- state grants initial emergency use authorization, our obligations concerning data collection, analysis, and reporting shall terminate. We will not provide access to any internal scientific or anecdotal information collected by the Company after an emergency use authorization is granted. These policies were adopted at a meeting of the Board of Directors on February 1, 2021.

We anticipate achieving full production capacity within the fiscal next quarter (Q2) providing supply-chain issues can be resolved.

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Pre-existing orders are significant. Our purchasers are a wide variety of nation-states. We also anticipate sales to, or through, the COVAX initiative, WHO, and other transnational entities. Forward guidance suggests our satisfaction of these orders will positively impact our top, and bottom, line financial positions.

To preserve the monetary gain of this scientific effort, we will require that nation-state and transnational purchasers guaranty immunity from civil suit or indemnification. We will also require immunity/pre-emptive pardon regarding any form of potential criminal liability. In-house counsel has opined that such legal/political demands are not inconsistent with our legal obligations, especially vis-à-vis the United States’ Foreign Corrupt Practices Act of 1977 (FCPA) (15 U.S.C. § 78dd-1, et seq.).

The world applauds our current medical progress and inoculation efforts. The Board believes that this supportive atmosphere will dissipate with remarkable alacrity. The Board notes increasing export licensing restrictions, excessive bulk purchases, and a reluctance by economically secure nation-states to cooperate in the distribution of vaccine to economically compromised nation-states. These actions have the potential to reflect adversely on the Company as these political decisions manifest themselves in medical implications, i.e., morbidity and mortality. The Board desires to pre-emptively address this anticipated deflection toward our manufacturing and distribution efforts.

Each sales venue presents unique legal and ethical issues. In-house counsel does not foresee significant civil or criminal liability from third and fourth world nations given the continuing internal tensions present in those venues. First and second world nation-states present not insignificant concerns. Criminal and civil immunity and indemnification protections could be rescinded by any, or all, of these political groupings. Further, second-party sales to nation-states identified as state sponsors of terrorism present a unique set of issues. For these reasons, the development, distribution, and monetization of our vaccine could produce a variety of ethical and legal issues in all these venues. Unlike legal issues which typically are contained within a given country and are quantifiable, ethical issues could become transnational and risk becoming financially uncontrollable.

The legal department is already mobilizing internally, including the retention of outside counsel, in preparation for litigation in those jurisdictions identified as most concerning. The Board of Directors vested the Office of General Counsel with plenary control over vaccine-related litigation at its February 1, 2021 meeting. At that same meeting, your Office was vested with plenary control over the resolution of ethical issues. The Board of Directors also established a policy that your Office shall communicate only with, and to,

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the Board of Directors in connection with vaccine-related matters. No communication of any form is to occur with your Office and any other subdivision of the Company.

On April 1, 2021 commencing at 9:00AM the Board of Directors will meet to discuss the status of the Company’s vaccine roll-out program. This meeting will last at least three days. All corporate departments will present confidential, internal guidance at this meeting. Your staff is to present regarding the known and potentially unknown ethical challenges and opportunities. Your Office is also expected to identify any unknown unknowns to the best of their ability.

Each member of your staff will be allotted no more than 10 minutes to present on an ethical opportunity they identify. The Board will not ask any questions following a presentation. The Board is seeking at least the following information concerning any identified ethical challenge/opportunity:

1. Identification of stakeholders. 2. Identification of opportunities/challenges and their classification. 3. Any relevant facts of which the Board should be aware regarding the noted

challenge/opportunity. 4. Compliance opportunities and potential liabilities. 5. Suggested resolutions (including normative approaches). 6. Suggested training, police, and audit infrastructure. 7. Suggestion for how the vaccine distribution effort can be integrated into the

Company’s sustainability plan.

The Board does not desire to have a presentation read to them.

There is already a vast amount of objective data to be presented at the meeting from the finance, supply, and operations management divisions. Your staff is urged to diversify its subjective presentations using charts, graphs, pictures, etc.

My staff will incorporate your staffs’ slides into a larger presentation. We do not require a cover slide as a result. Your staffs’ slides must be received by March 19, 2021 so that this inclusion process can be completed. We only require the substantive slide stack from each presenter. In addition, a slide with any references should also be provided. We will consolidate the reference slide into the larger stack.

At the current time only a slide stack is required. Your staff does not need to provide their oral presentations.

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Your staff members must present a visual format their slides. The marketing department is addressing other issues and cannot allot time to internal aesthetic matters. We will select the best visual configuration for universal application. Please note that the audience numbers approximately 50 and social distancing will require that the presentations be made in the 750-seat corporate amphitheater.

I look forward to receiving your staffs’ slide stacks.

Feel free to contact my office if you have questions.