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. [“Stage Gate” means a point of control where the Parties determine as to whether a Work Package/Additional Work Package has been completed or a Milestone Criterion has been achieved.]
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;
3.15 Partner Financial Records. The Partner shall maintain and retain the Partner Financial Records for [*****] from the end of the financial year the records relate to.
3.16 Audit by CEPI. The Partner shall provide access to the Partner Financial Records to auditors and other personnel from or appointed by CEPI: (i) annually at a mutually agreeable time and location, (ii) on request from CEPI, where CEPI has reasonable grounds indicating that the Partner is in breach of a material obligation under this Agreement, has misapplied CEPI funding or misstated the Partner Contribution; and (iii) on request from CEPI where CEPI is subject to a financial review or audit required by law or by one or more of CEPI’s funders. Such access shall include the right to reasonably inspect during regular business hours at times coordinated with the Partner any equipment or facilities acquired or funded under the CEPI funding or Partner Contribution. CEPI shall bear the cost of the audit unless the Partner is shown to have breached a material obligation of this Agreement, have misapplied CEPI funding or overstated the Partner Contribution. In these circumstances the Partner shall bear the reasonable costs of CEPI’s auditors.