Master Alliance Provisions Guide (MAPGuide)

CEPI – Valneva, Chikungunya Vaccine Funding Agreement

  • Business model | Payment Structures

4. Project Funding and Work Package Streams

4.1 Work Package Streams. The IPDP will be organized into discrete phases, corresponding with the Project Budget. The associated activities, budgets, deliverables and timelines for each phase are set out in Work Package streams in the IPDP (each a “Work Package Stream”).

4.2 Project Payments. Payments for the Project will be made in US dollars ($) to Awardee’s bank account identified on the Agreement Summary. CEPI will make payments in advance covering the planned activities for the subsequent six (6) month period, and beginning on the Effective Date of this Agreement.

4.3 Subsequent Tranches. CEPI will pay the initial 6-month tranche of funding after receipt of a payment request by Awardee following signature of this Agreement. All subsequent 6-month tranches will be paid by CEPI within [***] after receipt of all of the following: (i) a payment request by Awardee; and (ii) the required IPDP Report (Annex D) and Financial Reports (Annex F), adjusted appropriately for any underspend from any previous payments.

4.4 Payment when there is a Breach. CEPI is not obliged to pay any tranches of funding for the Project for so long as Awardee is in breach of a material obligation under this Agreement.

4.5 Delayed Payments. CEPI may delay or condition a payment if: a. Awardee has not achieved a milestone by the agreed time, unless such delay has been approved by the JMAG; b. CEPI has been notified that Awardee or any of its Sub-awardees are no longer in compliance with the Warranties under Clause 18 at the time the tranche is requested; or c. Awardee has not completed the payment request form or submitted satisfactory IPDP Reports and/or Financial Reports.

4.6 No Obligation to Fund Additional Work Packages. CEPI may decide not to proceed with any additional or sequential Work Package if it is not in the best interest of CEPI’s mission. For clarity, reference to additional or sequential Work Packages means any Work Package other than the Work Package consisting of the Work Package Streams set out in the IPDP.

4.7 Retained Payment. CEPI will retain [***] of the final payment tranche until Awardee submits the final IPDP Report and Financial Report.

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4.9 The Awardee will:

a. use award payments only in accordance with the IPDP, agreed Work Package Streams and Project Budget;

b. provide a Financial Report to CEPI regarding its expenditures pursuant to the Project Budget, using the template provided in Annex F; and

c. reimburse CEPI for any funding underspend.

5. Financial Management and Oversight

5.1 Financial Practices. Awardee’s financial management of the Project will be governed by controls, good management practices, procedures and standards at least as rigorous as its local Generally Accepted Accounting Principles (GAAP), or International Financial Reporting Standards(IFRS) if adopted by the Awardee, as confirmed in Awardee’s annual audited financial statement.

5.2 Financial Oversight. Subject to the confidentiality provisions contained in Clause 22.4, CEPI, or its designee, will have on-site access toAwardee’s Financial Records [***], at such times as CEPI may request, provided CEPI has given not less than [***] notice, in order that CEPI may monitorAwardee’s expenditure of Project funds. CEPI or its designee will have such on-site access to Awardee’s Financial Records more than [***] in the following circumstances:

i. where CEPI has reasonable grounds indicating that the Awardee is in material breach of this Agreement or has misapplied CEPI Funding; and

ii. where required in the context of an audit of CEPI by one or more of its funders.

5.3 The Awardee will:

a. keep accurate, complete and reliable records of revenues and expenditures under the Project Budget(“Financial Records”) against an individual project code;

b. retain all Financial Records for [***] after termination or expiry of the Project or for any longer period as required by law or Awardee’s own policies and allow CEPI access to such records as set out in Clause 5.2 for such retention period;

c. provide [***] written notice to CEPI before destroying Financial Records;

d. provide up-to-date audited financial statements, as requested by CEPI, and relevant extracts from the auditors’ report for such financial statement as well as the management letter to the auditors; 

e. if requested by CEPI, Awardee will procure Awardee’s external auditors to conduct a Project audit (on and off site) and provide CEPI with audited statements regarding the Project Budget (in accordance with ISA800) at CEPI’s reasonable cost and expense;

f. procure a Project audit as identified above from Sub-Awardees at CEPI’s request and at CEPI’s reasonable cost and expense; and

g. provide information required by the European Communities Court of Auditors and Anti-Fraud Office.