Posted: March 3rd, 2022

Final Project DUE BY 24 HRS

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 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 nationstate 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.
Internal Memorandum
Subject to Attorney-Client Privilege
March 14, 2021
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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,
Internal Memorandum
Subject to Attorney-Client Privilege
March 14, 2021
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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.
Internal Memorandum
Subject to Attorney-Client Privilege
March 14, 2021
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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. I need help writing my essay – research paper 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.

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