Provision Language
4. Reporting
4.1. Reports. Afrigen shall provide MPP with the following reports:
(a) quarterly and final financial reports in a format agreed with MPP, which shall:
(i) for quarterly reports
A. be sent within 10 working days after the end of each calendar quarter (with the first quarterly financial report covering the period from the 01 December 2023 until the end of the first calendar quarter after the Effective Date); and
B. contain the comparison between the actual spending of the Grant versus the Budget during the preceding quarter(s) accumulatively, in USD currency;
(ii) for the final financial report:
A. be sent by 31 January 2025 or within ten (10) working dates from the completion of the Project or exhaustion of the Grant, the earlier of which to occur; and
B. contain the comparison between the actual spending of the Grant versus the Budget during the term of the Agreement; and (iii) be sent to the address set forth in Section 7 of Annexure 1
(“Financial Report”). All financial payments reported this Section 4.1 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 6.3.
(b) quarterly and final technical report, which shall:
(i) for quarterly technical reports:
A. be sent within 10 working days after the end of each calendar quarter (with the first quarterly technical report covering the period from the 01 December 2023 until the end of the first calendar quarter after the Effective Date); and
B. describe the status and progress on the Project during the preceding quarter(s) accumulatively, including detail (i) the activities performed and achievements, (ii) any delayed and/or overdue activities, and (iii) the activities to be performed and/or completed during the next quarter;
(ii) for the final technical report:
A. be sent by 31 January 2025 or within ten (10) working dates from the completion of the Project or exhaustion of the Grant, the earlier of which to occur; and
B. describe all activities performed and achievements of the Project during the term of the Agreement; and (iii) be sent to the address set forth in Section 7 of Annexure 1,
(“Technical Report”),
(each a “Report”, and together, the “Reports”).
4.2. Submission and Revision.
(a) Before submitting any Report to MPP, Afrigen must ensure that the Report meets all applicable requirements for that Report.
(b) MPP shall, within ten (10) working days after submission of a Report (or such other period agreed in writing by the Parties), notify Afrigen that it either approves or rejects the Report. If MPP rejects the Deliverable, MPP shall supply Afrigen with its comments, including a list of the deficiencies, at the time of rejection.
(c) Afrigen shall, within ten (10) working days (or such other period agreed in writing by the Parties) of receipt of MPP’s comments, prepare a revised Report that addresses MPP’s comments and re-submit it to MPP for approval, in which event sub-Sections (a) and (b) above and this sub-Section (c) shall apply to that revised Report.
4.3. Approval. The Parties must repeat the process of Section 4.2, a maximum two (2) times in order for MPP to approve the Report. Without limiting MPP’s rights or remedies, if MPP does not approve the Report on the second repeat of Section 4.2, MPP may (a) terminate this Agreement, (b) grant Afrigen a new deadline in order to meet the applicable requirements, or (c) initiate the dispute resolution process provided for in Section 13.1(a). For the avoidance of doubt, the dispute resolution process shall not include 13.1(b). For the avoidance of doubt, no act or omission of MPP in connection with this Section constitutes deemed approval of a Report, and approval of a Report does not occur until MPP notifies Afrigen in writing that the Report has been approved. Upon acceptance of a Report by MPP, Afrigen will certify and sign the Report as complete and accurate, and provide MPP with a copy.
4.4. Informal Reporting and Communication. Notwithstanding the provision of a Report, upon reasonable request by MPP, Afrigen shall provide MPP with information on the status and progress of the Project and any other information requested by MPP. The Parties shall engage in routine, collaborative communications as required throughout the performance of the Project.
5. Delay and Suspension
5.1. Delays. If there is an actual or anticipated delay in the completion of an activity or deliverable of the Project within the timeframe specified in Annexure 1 of this Agreement, Afrigen undertakes to (a) promptly inform MPP in writing in case of such delay; and (ii) take all steps reasonably required by MPP to prevent, limit, or rectify such delay. Without limiting MPP’s other rights or remedies it may have against Afrigen in connection with the delay caused by Afrigen, MPP may specify a revised timeline for the completion an activity or deliverable of the Project.
6. Financial Records, Inspection 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. 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 MPP shall be conducted in a manner as to not unduly delay the progress of the Project or any other activities of Afrigen.
6.3. Audit. MPP or its authorised 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 non-compliance 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
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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.
8.3. Grant to MPP. Afrigen hereby grants to MPP a non-exclusive, transferable, sublicensable, irrevocable, fully paid-up, royalty-free, worldwide, license to practice and have practiced the data and the Inventions for the purposes of fulfilling its mission to facilitate the development and equitable access of health technologies in low- and middle-income countries (as defined by the World Bank). In the event that MPP wishes to make such Inventions available for other purposes, MPP and Afrigen will enter into good-faith negotiations. Afrigen agrees to provide to MPP a licence in relation to its background rights, as referred to in Section 8.1. only to the extent necessary to enable the use and exercise of the Inventions made by Afrigen hereunder. MPP shall have the right to share the data generated under the Program with WHO for further sharing with any third parties for the purposes of fulfilling its mission to facilitate the development and equitable access of mRNA technologies in low- and middle-income countries