3. Project Funding
3.1 Project Funding. CEPI agrees to contribute funding for the Project of up to a maximum amount of US $34,022,694 United States Dollars subject to the terms and conditions of this Agreement. The budget for the Project (excluding the Partner Contribution) as of the Effective Date is set out in Schedule 4.
3.3 Work Packages. The Project to be funded under this Agreement comprises a number of Work Packages. The Work Package Statements and Work Package Budgets agreed between the Parties for the Work Packages are set out in Schedule 5. The undertakings in those documents setting forth the undertakings hereunder (like to Develop, Manufacture and market) shall prevail the undertakings set forth in general terms hereunder. This shall also apply to parameters set forth in those Work Packages that deal with or modify the CEPI Production Timeframe. As of the Effective Date, the Parties have agreed upon three (3) Work Packages which form an integral part of this Agreement, subject to the terms and conditions of this Agreement. [*****] further Work Packages [*****] will be finalized and signed between the Parties after the Effective Date subject to a successful Stage Gate Review.
3.4 First Payment. CEPI’s practice is to make biannual funding payments in advance for the work planned to take place in the next [*****] period. CEPI will pay the [*****] tranche of CEPI funding for the Work Packages to the Partner within [*****] of the latter of receipt by CEPI of a payment request for the relevant amount or execution of this Agreement by the last of the Parties hereto.
3.5 Subsequent payments. Partner must request payment of subsequent tranches of CEPI funding by providing CEPI with:
3.5.1. a payment request for the relevant amount on or prior to the date set out in the relevant payment schedule;
3.5.2. Quarterly Reports for two calendar quarters immediately prior to the payment request; and
3.5.3. up to date, true, complete and accurate Financial Documents.
CEPI will pay subsequent tranches of CEPI funding for the relevant Work Package(s) within [*****] of receipt of the documents referred to above.
CEPI may reschedule or adjust future payments of CEPI funding to address any Underspend that is not returned to CEPI and is carried over by notice in writing to the Partner.
3.8 No obligation to fund. CEPI is not obliged to make any payment of CEPI funding to the Partner under this Agreement where:
3.8.1. CEPI and/or the Partner have not agreed and/or signed the applicable Work Package Statement; and/or
3.8.2. the Partner has breached a material obligation set out in this Agreement that is incapable of remedy or has not been remedied within the applicable cure period;
3.9 Use of CEPI funding. Partner agrees to use CEPI funding and Partner Contribution in accordance with the Work Package Budgets for the purposes described in the relevant Work Package Statements unless otherwise agreed in writing by CEPI in advance.