WHEREAS, the Children's Vaccine Initiative (hereinafter referred to as 'the CVI') is a coalition of governments, multilateral and bilateral agencies, non-governmental organizations including foundations and associations, and industry dedicated to ensuring the availability of safe, effective and affordable vaccines, the development and introduction of improved and new vaccines and strengthening the capacity of developing countries in vaccine development, production and use in immunization programs;

WHEREAS, at the initiative of the United Nations Development Programme (hereinafter referred to as 'UNDP'), the Republic of Korea has agreed to be the host country of a newly created International Vaccine Institute (hereinafter referred to as 'the Institute') dedicated to strengthening the capacity of developing countries in the field of vaccine technology and carrying out vaccine-related research and development;

WHEREAS, the parties to this Agreement consider the Institute as an instrument to contribute to achieving the goals of the CVI;

WHEREAS, the parties to this Agreement wish to create the Institute as an international organization with suitable governance, juridical personality, and appropriate international status, privileges and immunities and other conditions necessary to enable it to operate effectively towards the attainment of its objectives;

WHEREAS, the parties to this Agreement wish to establish the Institute as an integral part of the CVI policy framework, strategy and activities;

NOW, THEREFORE, the Parties signatory hereto agree as follows:

Article I
ESTABLISHMENT
There shall be established an independent international organization entitled the "International Vaccine Institute" which will operate in accordance with the Constitution appended hereto as an integral part

Article II
RIGHTS, PRIVILEGES, and IMMUNITIES
The Government of the Republic of Korea grants the Institute the same rights, privileges and immunities as are customarily accorded to a similar type of international organization.

Privileges and immunities are granted to the Members of the Board of Trustees, the Director and staffs of the Institute as is stipulated in Article VIII, Article IX and Article XIII or the Constitution of the Institute hereto appended and to experts performing missions for the Institute.

Article III
DEPOSITARY
The Secretary-General of the United Nations shall be the Depositary of this Agreement.

Article IV
SIGNATURE
This Agreement shall be open for signature by states and intergovernmental organizations at Headquarters of the United Nations. It shall remain open for signature for a period of two years from 28 October 1996 unless such period is extended prior to its expiry by the Depositary at the request of the Board of Trustees of the Institute.

Article V
CONSENT TO BE BOUND
This Agreement shall be subject to ratification, acceptance, or approval by the signatory states and intergovernmental organizations referred to in Article IV.

Article VI
ACCESSION
After the expiration of the period specified in Article IV, the present Agreement shall remain open for accession by any state or intergovernmetnal organization, contingent upon approval by the Board of Trustees of the Institute by simple majority.

Article VII
Settlement of Disputes
The Parties shall attempt to settle any dispute as to the interpretation or application of this Agreement by negotiations or by any other mutually agreed method.
If the dispute is not settled in accordance with Paragraph 1, within a period of ninety (90) days from the request by either party to settle it, it shall, at the request of either Party, be referred to arbitration.
The arbitral tribunal shall be composed of three arbitrators. Each Party shall choose one arbitrator and the third, who shall be the chairperson of the tribunal, to be chosen jointly by the Parties. If the tribunal is not constituted within three (3) months of the request for arbitration, the appointment of the arbitrators not yet designated shall be made by the President of the International Court of Justice at the request of either Party.
In the event of a vacancy in the presidency of the International Court of Justice or of the inability of the President to exercise the functions of the presidency, or in the event that the President should be a national of the Party to the dispute, the appointment herein provided for may be made by the vice-president of the court or, failing him, by the senior judge.

Unless the Parties decide otherwise, the tribunal shall determine its own procedure.

The tribunal shall apply the principles and rules of international law and its award shall be final and binding on both Parties.

Article VIII
ENTRY INTO FORCE
This Agreement and the Constitution appended thereto shall come into force immediately after three instruments of ratification, acceptance, approval or accession have been deposited with the Secretary-General.

For each state or intergovernmental organization depositing an instrument of ratification, acceptance, approval, or accession, after the entry into force of this Agreement, the Agreement shall enter into force on the first day of the month after the date of deposit of the respective instrument.

Article IX
DENUNCIATION
Any Party to this Agreement may, by written instrument to the Depositary, denounce this Agreement. Such denunciation of the consent to be bound shall become effective three months after the date on which such instrument is received.

Article X
TERMINATION
This Agreement shall be terminated three months after the Institute is dissolved under the Article XXI of the Constitution.

Article XI
AUTHENTIC TEXT
The authentic text of the present Agreement, including the Constitution appended thereto, shall be in the English language.

IN WITNESS WHEREOF, the undersigned representatives of states and intergovernmental organizations have signed this Agreement in a single original in the English language.