Master Alliance Provisions Guide (MAPGuide)

Gates Foundation – Visterra, Strategic Relationship Letter Agreement

  • Business model | Governance

4. Withdrawal Right

[…] For redemption or purchase by a third party, Foundation Stock shall be valued at the greater of the Original Purchase Price or the fair market value thereof as determined in good faith by the Board of Directors of the Company. If the Foundation disagrees with such Board determination, it may seek an independent appraisal, in which case the then current fair market value of the Foundation Stock shall be determined by a mutually agreed upon (such agreement not unreasonably withheld) third-party appraiser. The Foundation shall be responsible for the payment of the appraisal fees. […]

8. Prohibited Uses

The Company shall not expend any proceeds of the Foundation’s Investment to carry on propaganda or otherwise to attempt to influence legislation, to influence the outcome of any specific public election or to carry on, directly or indirectly, any voter registration drive, or to participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office within the meaning of Section 4945(d) of the Code. The proceeds of the Foundation’s Investment shall not (i) be earmarked to be used for any activity, appearance or communication associated with the activities described in the foregoing sentence, nor (ii) be intended for benefit, and will not benefit, any person having a personal or private interest in the Foundation, including without limitation, descendants of the founders of the Foundation, or persons related to or controlled by, directly or indirectly, such private interests.