Terms of reference
On 29 May 2020, WHO Director-General and H.E. President of Costa Rica launched a Solidarity Call to Action for the establishment of a WHO-led COVID-19 Technology Access Pool (C-TAP). C-TAP is meant to facilitate and support a transparent and open source global mechanism for sharing and pooling knowledge, intellectual property and data related to existing or new COVID-19 related health technologies in order to scale up their production, supply, availability and affordability in all countries of the world. The Technical Advisory Group will advise and make recommendations to the WHO C-TAP Secretariat regarding implementing partners’ proposed or signed license or technology transfer agreements in relation to the principles set forth in the Solidarity Call to Action within the overall context of global initiatives aimed at realizing equitable global access to COVID-19 health technologies. The Group will advise the WHO C-TAP Secretariat on priority health products to be considered as C-TAP candidates and provide other independent advice on the scientific, technical and strategic matters related to C-TAP as outlined in its functions below.
The Technical Advisory Group (the “TAG”) will act as an advisory body to WHO in this field.
Functions
In its capacity as an advisory body to WHO, the TAG shall have the following functions:
1. To provide independent advice on the scientific, technical and strategic matters related to the WHO COVID-19 Technology Access Pool (C-TAP);
2. To advise the WHO C-TAP Secretariat on relevant information and know-how packages on C-TAP candidate health products to be made available in the C-TAP database and disseminated;
3. To advise and make recommendations to the WHO C-TAP Secretariat regarding license negotiations and other technology transfer agreements taking into account C-TAP partners’ existing mechanisms for negotiations;
4. To advise on how C-TAP could promote transparent and access-oriented licensing or technology transfer agreements;
5. To review and advise on best practices to facilitate technology transfer and local production for needed COVID-19 technologies and how to work with the implementing partners and other stakeholders to implement them.
Operation
1. The TAG shall normally meet at least twice each year. However, WHO may convene additional meetings. TAG meetings may be held in person (at WHO headquarters in Geneva or another location, as determined by WHO) or virtually, via video or teleconference.
TAG meetings may be held in open and/or closed session, as decided by the Chairperson in consultation with WHO.
(a) Open sessions: Open sessions shall be convened for the sole purpose of the exchange of non-confidential information and views and may be attended by Observers (as defined in paragraph III.3 below).
(b) Closed sessions: The sessions dealing with the formulation of recommendations and/or advice to WHO shall be restricted to the members of the TAG and essential WHO Secretariat staff.
2. The quorum for TAG meetings shall be two thirds of the members.
3. WHO may, at its sole discretion, invite external individuals from time to time to attend the open sessions of an advisory group, or parts thereof, as “observers”. Observers may be invited either in their personal capacity, or as representatives from a governmental institution / intergovernmental organization, or from a non-state actor. WHO will request observers invited in their personal capacity to complete a confidentiality undertaking and a declaration of interests form prior to attending a session of the technical advisory group. Invitations to observers attending as representatives from non-state actors will be subject to internal due diligence and conflict of interest considerations in accordance with FENSA. Observers invited as representatives may also be requested to complete a confidentiality undertaking. Observers shall normally attend meetings of the AG at their own expense and be responsible for making all arrangements in that regard.
At the invitation of the Chairperson, observers may be asked to present their personal views and/or the views and policies of their organization. Observers will not participate in the process of adopting decisions and recommendations of the TAG.
4. The TAG may decide to establish smaller working groups (sub-groups of the TAG) to work on specific issues. Their deliberations shall take place via teleconference or video-conference. For these sub-groups, no quorum requirement will apply; the outcome of their deliberations will be submitted to the TAG for review at one of its meetings.
5. TAG members are expected to attend meetings. If a member misses two consecutive meetings, WHO may end his/her appointment as a member of the TAG.
6. A yearly report shall be submitted by the TAG to WHO (the Assistant Director-General of the responsible Division). All recommendations from the TAG are advisory to WHO, who retains full control over any subsequent decisions or actions regarding any proposals, policy issues or other matters considered by the TAG.
7. The TAG shall normally make recommendations by consensus. If, in exceptional circumstances, a consensus on a particular issue cannot be reached, minority opinions will be reflected in the meeting report.
8. Active participation is expected from all TAG members, including in working groups, teleconferences, and interaction over email. TAG members may, in advance of TAG meetings, be requested to review meeting documentation and to provide their views for consideration by the TAG.
9. WHO shall determine the modes of communication by the TAG, including between WHO and the TAG members, and the TAG members among themselves.
10. TAG members shall not speak on behalf of, or represent, the TAG or WHO to any third party.
Composition
1. The TAG shall have between 6 and 10 members who shall serve in their personal capacities to represent the broad range of disciplines relevant to the COVID-19 Technology Access Pool. In the selection of the TAG members, consideration shall be given to attaining an adequate distribution of technical expertise (clinicians and researchers working on COVID-19 health products; access to medicines, diagnostics, vaccines and other health products; public health-oriented intellectual property; technology transfer; business development; pricing, procurement, needs estimation and/or regulation of medicines), geographical representation and gender balance.
2. Members of the TAG, including the Chairperson, shall be selected and appointed by WHO following an open call for experts. The Chairperson's functions include the following: - to chair the meeting of the TAG;
- to liaise with the WHO Secretariat between meetings.
In appointing a Chairperson, consideration shall be given to gender and geographical representation.
3. Members of the TAG shall be appointed to serve for a period of 2 years and shall be eligible for reappointment. A Chairperson is eligible for reappointment as a member of the TAG, but is only permitted to serve as Chairperson for one term. Their appointment and/or designation as Chairperson may be terminated at any time by WHO if WHO's interest so requires or, as otherwise specified in these terms of reference or letters of appointment. Where a member’s appointment is terminated, WHO may decide to appoint a replacement member.
4. TAG members must respect the impartiality and independence required of WHO. In performing their work, members may not seek or accept instructions from any Government or from any authority external to the Organization. They must be free of any real, potential or apparent conflicts of interest. To this end, proposed members/members shall be required to complete a declaration of interests form and their appointment, or continuation of their appointment, shall be subject to the evaluation of completed forms by the WHO Secretariat, determining that their participation would not give rise to a real, potential or apparent conflict of interest.
5. Following a determination that a proposed member’s participation in the TAG would not give rise to a real, potential or apparent conflict of interest, the proposed member will be sent a letter inviting them to be a member of the TAG. Their appointment to the TAG is subject to WHO receiving the countersigned invitation letter and letter of agreement. Notwithstanding the requirement to complete the WHO declaration of interest form, TAG members have an ongoing obligation to inform the WHO of any interests real or perceived that may give raise to a real, potential or apparent conflict of interest.
6. As contemplated in paragraph II.4 above, WHO may, from time to time, request TAG members to complete a new declaration of interest form. This may be before a TAG meeting or any other TAG-related activity or engagement, as decided by WHO. Where WHO has made such a request, the TAG member’s participation in the TAG activity or engagement is subject to a determination that their participation would not give rise to a real, potential or apparent conflict of interest.
7. Where a TAG member is invited by WHO to travel to an in-person TAG meeting, WHO shall, subject to any conflict of interest determination as set out in paragraph II.6 above, issue a letter of appointment as a temporary adviser and accompanying memorandum of agreement (together ‘Temporary Adviser Letter). WHO shall not authorize travel by a TAG member, until it receives a countersigned Temporary Adviser Letter.
8. TAG members do not receive any remuneration from the Organization for any work related to the TAG. However, when attending in-person meetings at the invitation of WHO, their travel cost and per diem shall be covered by WHO in accordance with the applicable WHO rules and policies.
Secretariat
WHO shall provide the secretariat for the TAG, including necessary scientific, technical, administrative and other support. In this regard, the WHO Secretariat shall provide the members in advance of each meeting with the agenda, working documents and discussion papers. Distribution of the aforesaid documents to Observers will be determined by the WHO Secretariat. The meeting agenda shall include details such as: whether a meeting, or part thereof, is closed or open; and whether Observers are permitted to attend.
Information and documentation
1. Information and documentation to which members may gain access in performing TAG related activities shall be considered as confidential and proprietary to WHO and/or parties collaborating with WHO. In addition, by counter signing the letter of appointment and the accompanying terms and conditions referred to in section II(5) above, TAG members undertake to abide by the confidentiality obligations contained therein and also confirm that any and all rights in the work performed by them in connection with, or as a result of their TAG-related activities shall be exclusively vested in WHO.
2. TAG members and Observers shall not quote from, circulate or use TAG documents for any purpose other than in a manner consistent with their responsibilities under these Terms of Reference.
3. WHO retains full control over the publication of the reports of the TAG, including deciding whether or not to publish them.