Master Alliance Provisions Guide (MAPGuide)

MPP – Afrigen Biologics, COVID-19 mRNA-Based Vaccines and Therapeutics, Grant Agreement

  • Business model | Payment Structures

3. Grant Payment

3.1 Grant for the Project. Subject to the terms and conditions of this Agreement, and Afrigen’s compliance therewith, MPP will fund Afrigen for performing the Project in accordance with the approved budget attached as Attachment 2 and incorporated herein (“Budget). The maximum amount hereunder shall not exceed the amount of EUROS 39 million. Subject to Section 11.2 “Grant Reduction”, MPP shall have the right to increase or decrease the total amount of the grant in accordance with the needs and the performance of the Project.

3.2 Loan Agreement. MPP shall deduct the amounts provided to Afrigen under the Bridge Loan Agreement between the Parties dated 30 September 2021 (“Loan Agreement”) from grant amount set out in Section 3.1 hereabove. Prior to the first payment request under this Agreement, Afrigen shall submit a financial and technical report(s) in relation to the use of the amounts provided under the Loan Agreement, covering the period from the 29th of September 2021 till the first Disbursement Request under this Agreement.

3.3 Budget. The funds provided under this Agreement are to be spent by Afrigen exclusively in accordance with the Budget. The Parties shall have the right to perform Budget revisions on a quarterly basis. Afrigen shall request MPP’s prior written approval if there is a variance of +/- 5% versus annual amounts set out in the Budget. Any request for Budget modification must include sufficient documentation to justify such request.

3.4 Disbursement Request. MPP shall make payments of the grant hereunder on a quarterly basis upon receipt of collectively the following:

a) the disbursement request from Afrigen based on the Project requirements (“Disbursement Request”), plus an estimated rolling advance of one month.

b) financial report in accordance with this Agreement regarding the previous payment, showing the extent of the previous payment spent in accordance with the Budget.

c) satisfactory technical report in accordance with Section 5 herebelow.

3.5 Payments. MPP shall pay the amounts in accordance with each Disbursement Request within 30 days from its receipt via a bank transfer to the Afrigen account set forth in Attachment 2.

4. Use of Funds.

Afrigen acknowledges and agrees that the grant hereunder is provided for non commercial purposes only. During the Project term, Afrigen shall use the equipment, materials or goods, purchased or generated with the grant provided hereunder, for the purpose of the Project only. Title to any equipment, materials or goods purchased or generated with the grant provided hereunder shall vest in Afrigen during the Project provided Afrigen uses such exclusively for the Project. Upon completion of the Project or termination of this Agreement, if Afrigen wishes to:

a. use any equipment, goods or materials purchased through this grant for commercial purposes; or

b. either sell, donate or otherwise transfer the said equipment, goods or materials,

Afrigen shall request a prior written consent from MPP. Should MPP provide such consent, Afrigen agrees to reimburse MPP for fair market value of such commercial use.