Provision Language
3. Grant Payment
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3.5 Financial Reports. Each financial report shall:
a. be sent in accordance with the timetable reported in Attachment 2 Section D and in a format to be shared by MPP, which format may be updated from time to time;
b. be issued in ZAR currency;
c. contain the comparison between the actual spending versus the budgeted amounts;
d. be certified as complete and accurate by an authorized official of SAMRC for the activities performed;
e. be sent to the address set forth in Attachment 2 Section B.
3.6 Annual Financial Statement. In addition to bi–annual financial reports under this Agreement as per Section 3.5, SAMRC shall provide to MPP an audited annual statement comprising the following elements by September 30 of each year, or as soon as such audited statements are approved by the South African Government after the annual Parliamentary presentation. Such audited statements shall comprise of the following elements:
a. audited annual project financial report of SAMRC; 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 SAMRC’s statutory auditors.
3.7 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 SAMRC. 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 SAMRC pursuant to Section 6.2.
5. Project Reports and Inspections
5.1 Reports. In addition to meetings of the Project Committee, SAMRC shall provide bi–annual technical reports (at the same time as the financial reports as set out in Section 3 hereabove as detailed in Attachment 2 Section D) describing progress on the Project, including the pre–clinical, clinical, regulatory data and other information as otherwise reasonably requested by MPP. SAMRC 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 2022 at 28 February 2023 and for 2023 at 28 February 2024 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. SAMRC 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 SAMRC.
6. Financial Records and Audits
6.1 Records. SAMRC 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. SAMRC 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. SAMRC shall also provide copies of any response to any such report and a plan for corrective action. SAMRC 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. SAMRC 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 SAMRC shall be owned by SAMRC, solely by one of the sub–grantees shall be owned by such sub–grantee or jointly by SAMRC and / or MPP and / or one or more of the sub–grantees shall be jointly owned by the applicable Parties. For the purposes of meeting the requirements for joint ownership in terms of the South African Intellectual Property Rights from Publicly Financed Research and Development Act No. 51 of 2008 and associated regulations (“the IPR Act”) the Parties acknowledge that MPP, SAMRC and the sub–grantees are all contributing resources to the Project and that the joint owners agree on commercialization of such jointly owned Inventions in accordance with the remainder of this Section 8.2 and Section 8.3. In case of joint ownership, MPP and SAMRC and sub–grantee(s), where applicable, 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. SAMRC 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.