3. Grant Payment
3.6 Financial Reports. Each financial report shall:
a) be sent within 10 working days after the end of each calendar quarter [quarter month – 1st quarter ending March 2022.] in a format to be shared by MPP, which may be updated from time to time;
b) be issued in USD currency, taking into account the average exchange rate OANDA (https://www.oanda.com) of the reported period;
c) contain the comparison between the actual spending versus the budgeted amounts;
d) be certified as complete and accurate by an authorized official of Afrigen for the activities performed;
e) be sent to the address set forth in Attachment 2.
3.7 Annual Financial Statement. In addition to quarterly financial reports under this Agreement as per Section 3.6, Afrigen shall provide to MPP an audited annual statement comprising the following elements by the 05th February of each year:
a) audited annual project financial report of Afrigen; and
b) a questionnaire, in a format to be provided by MPP, regarding the use of funds under this Agreement. Such questionnaire shall be signed by Afrigen’s statutory auditors.
3.8 Final Statement. A final statement of cumulative costs incurred marked “FINAL” must be submitted to MPP no later than 60 days after completion or termination of the Project. The final statement of costs shall constitute the final financial report of Afrigen. All payments hereunder shall be provisional and subject to adjustment within the total estimated cost under this Agreement in the event such adjustment is the result of a finding against Afrigen pursuant to Section 6.2.
5. Project Reports and Inspections
5.1 Reports. In addition to meetings of the Project Committee, Afrigen shall provide quarterly technical reports describing progress on the Project, including the pre-clinical, clinical, regulatory data and other information as otherwise reasonably requested by MPP. Afrigen shall also submit to MPP:
a) two interim technical reports in the middle of the Project performance, the date of such report shall be targeted for 31 December 2022 and 31 December 2023 and can be modified by mutual agreement between the Parties; and
b) a final technical report within 60 days of completion of the Project or termination of this Agreement, whichever first occurs,
in both cases containing the summary of the pre-clinical and clinical data generated under the Project, and all deliverables and achievements under the Project in detail.
5.2 Continuous Information. Afrigen shall notify MPP promptly in case of any significant issues in the performance of the Project.
5.3 Inspections. MPP, or its nominees and experts, shall have the right to inspect and review the progress of the Project at the location(s) where the Project has been performed, upon reasonable notice and at mutually agreeable times and locations. Access to facilities, relevant data, test results and computations used or generated hereunder shall be made reasonably available when such inspections are conducted. Inspections by all be conducted in a manner as to not unduly delay the progress of the Project or any other activities of Afrigen.
6. Financial Records and Audits
6.1 Records. Afrigen shall maintain supporting documentation for all costs associated with the Project, including records substantiating time and/or percentage of effort for all salaries paid or funds expended with funds provided under this Agreement. All records and documentation related to this Agreement shall be maintained in accordance with applicable laws and regulations and generally accepted accounting principles for a period of five years from completion of the Project.
6.2 Audit. MPP or its authorized representative shall have the right to review and audit all costs alleged to have been incurred hereunder and those records required by Section 6.1 at agreed upon times and locations. Afrigen shall provide MPP with copies of any audit report which presents any instance of noncompliance with laws or regulations relating to the performance or administration of this Agreement. Afrigen shall also provide copies of any response to any such report and a plan for corrective action. Afrigen shall maintain a separate accounting cost code specific to this grant, and all costs and income properly relating to this grant shall be accounted for through that cost code. Afrigen shall ensure that appropriate records are kept supporting the entries made on the cost code.
8. Intellectual Property
8.2 Inventions. “Inventions” means all ideas, inventions or discoveries conceived, first created or made in the performance the Project, and if solely by MPP shall be owned by MPP, solely by Afrigen shall be owned by Afrigen, or jointly by Afrigen and MPP shall be jointly owned by the Parties. In case of joint ownership, both MPP and Afrigen shall ask for the other Party’s prior written consent for the exercise of such joint ownership including, without limitation any disposal, protection, sale, management or security over such rights. Afrigen will provide MPP with a disclosure of all the data generated under this Agreement and each Invention in such detail as MPP may reasonably require in the reports provided in accordance with Section 6.1.