Provision Language
Definitions
“Permitted Purchaser” shall mean a CEPI Partner or Permitted Third Party Purchaser that, in each case, purchases Reserved Material.
“Reimbursement Trigger” shall mean any of the following: (i) Dynavax’s receipt of payment for any Initial Reserved Material, Additional Reserved Material or any Extra Reserved Material from any Permitted Purchaser, or (ii) Dynavax’s decision to use the Reserved Material itself.
3. Financial Terms
3.1 Loan Advance
a) Initial Loan Amount and Additional Loan Amount. CEPI shall make available to Dynavax an interest–free, forgivable, unsecured loan for up to a sum equivalent to the manufacturing cost of the Initial Reserved Material, and, if applicable, the Additional Reserved Material (in each case, the “Manufacturing Cost”), based on a Manufacturing Cost per kilogram of Dynavax Material of [***], which shall be advanced by CEPI to Dynavax in two installments, upon receipt of a written loan drawdown notice in the form attached hereto as Exhibit C (a “Loan Drawdown Notice”) for each such installment, as follows:
[Redacted Table]
*The second installment of the Manufacturing Cost shall be payable on a kilogram–by–kilogram basis, based on [***] of the Manufacturing Cost per kilogram (i.e., [***]), upon the applicable Release Date for a particular quantity of Dynavax Material, written notice of which shall be provided by Dynavax to CEPI.
(b) Extra Loan Amount. If Dynavax identifies Extra Capacity and CEPI exercises its First Right in accordance with Section 2.1(c) above, then effective as of the First Right Exercise Date, CEPI shall make available to Dynavax an interest–free, forgivable , unsecured loan for a sum equivalent to the Extra Manufacturing Cost (the “Extra Loan Amount”), which shall be advanced by CEPI to Dynavax in installments, with the first installment equal to [ *** ] of the Extra Manufacturing Cost to be due on the First Right Exercise Date and the second installment equal to [***] of the Extra Manufacturing Cost to be due on the Release Date of the Extra Reserved Material in accordance with the table set forth in Section 3.1(a) (including the note to such table), mutatis mutandis , upon receipt of a Loan Drawdown Notice for each such installment.
Loan Drawdown Notices pursuant to Section 3.1(a) and this Section 3.1(b) shall specifically refer to this Agreement and shall be delivered by Dynavax to CEPI via email to [*** ] fifteen (15) Business Days in advance of the due date except for the first advance which will be made as soon as reasonably practicable after the first Loan Drawdown Notice. The form of the first Loan Drawdown Notice is set out in Exhibit C and the form of subsequent Loan Drawdown Notices shall be agreed in writing between the Parties.
3.2 Reimbursement of Loan Amount. Within 30 days of a Reimbursement Trigger:
(a) in respect of any Initial Reserved Material or Additional Reserved Material, Dynavax shall reimburse to CEPI a portion of the Initial Loan Amount or Additional Loan Amount (as applicable) advanced to Dynavax equal to the Manufacturing Cost for the quantity of Initial Reserved Material or Additional Reserved Material (as applicable) that is the subject of the Reimbursement Trigger;
(b) in respect of any Extra Reserved Material, Dynavax shall reimburse to CEPI a portion of the Extra Loan Amount advanced to Dynavax equal to the Extra Manufacturing Cost for the quantity of Extra Reserved Material that is the subject of the Reimbursement Trigger.
The Parties acknowledge and agree that provided that Dynavax is in material compliance with the material terms of this Agreement, Dynavax shall have no obligation to repay any portion (up to 100%) of the applicable Loan Amount in respect of any Reserved Material that, for any reason, is not subject to a Reimbursement Trigger at the end of the Term and that has been destroyed in accordance with Section 10.1). For clarity, the total amount that Dynavax is obligated to repay to CEPI pursuant to this Section 3.2 shall not exceed the total Loan Amount actually advanced by CEPI to Dynavax pursuant to Section 3.1.