Funding contract, dated July 2, 2012, by and between Arsanis Biosciences GmbH and sterreichische Forschungsfrderungsgesellschaft mbH (English translation)
Exhibit 10.26
Project no. 837128/30000 TICK/SAI
Funding contract
agreed between
Österreichische Forschungsförderungsgesellschaft mbH (FFG)
as funding donor
and
ARSANIS Biosciences GmbH
Helmut-Qualtinger-Gasse 2
1030 Vienna
Company register number FN 354305m
as funding recipient.
1 Awarding of the funding
| 1.1 | On the basis of the funding application “Development of human monoclonal antibody based product against severe hospital associated bacterial infections” submitted via eCall on 5/11/2012 and based on the professional decision of the advisory board during the session of 6/27/2012, a funding for the following project is awarded: | |
| Project number: 837128 eCall number:3122344 Previous project number: 832915 Project name (subject of the agreement): Development of human monoclonal antibody based product against severe hospital-associated bacterial infections Program: Basic program | ||
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| Österreichische Forschungsförderungsgesellschaft mbH Sensengasse 1 1090 Vienna | Tel +43 (0)57755-0 Fax+43 (0)57755-97900 www.ffg.at, ***@*** FN 252263a HG Vienna |
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2 Project duration
| 2.1 | The overall project duration begins on 5/13/2011 and ends on 5/31/2015. |
| 2.2 | The funding of the entire project by the FFG is dependent on the results discernible in the submitted reports, the continued fulfillment of the evaluation and decision criteria, the budget available to the funding donor, as well as a renewed positive funding decision. |
3 Funding period
| 3.1 | The objective funding period of the project begins on 5/1/2012 as the acceptance deadline and ends on 4/30/2013. |
4 Type and level of funding
| 4.1 | The funding is provided in the following form for the funding period specified in section 3: |
| Funding form | Amount up to max. | |||
| FFG grant (HT BMWFJ) | EUR 964,200.00 | |||
| FFG loan | EUR 580,000.00 | |||
Loan conditions
| Interest rate | 1.0% p.a. on current account basis | |
| Repayment date: | on 6/30/2020 EUR | |
| Repayment amount: | EUR 580,000.00 | |
| Interest and loan collection: | in direct debit | |
| Interest stipulation: | half-yearly in retrospect or on loan maturity |
| 4.2 | The subsidized financing of the project amounts to 70.0% of the applicable and eligible project costs. The remaining funding of the project costs is the responsibility of the funding recipient. Based on the planning data, the funding cash value amounts to EUR 992,715.00, that is 45.0% related to the eligible costs according to point 5.1. |
| 4.3 | The maximum funding cash value according to the applicable community guidelines for state R&D aid amounts to 45.0%. |
| 4.4 | The consequence of the shortfall of the eligible project costs is an aliquot reduction of the funding. |
| 4.5 | The eligible project costs according to section 5 as well the costs reported through interim and final settlements do not represent any cost acknowledgment before an assessment by the FFG. The final amount of the eligible total project costs as well as the funding are determined only after completion of the project during invoice verification. |
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| Österreichische Forschungsförderungsgesellschaft mbH Sensengasse 1 1090 Vienna | Tel +43 (0)57755-0 Fax+43 (0)57755-97900 www.ffg.at, ***@*** FN 252263a HG Vienna |
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5 Eligible costs
| 5.1 | The funding is subject to the following eligible project costs: |
| Personnel costs | EUR 1,233,400.00 | |||
| R&D infrastructure use | EUR 112,700.00 | |||
| General and material costs | EUR 380,000.00 | |||
| Third-party services | EUR 460,000.00 | |||
| Travel expenses | EUR 20,000.00 | |||
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| Total eligible costs | EUR 2,206,100.00 |
| 5.2 | Eligible costs are all those costs and expenses attributable to the project that result directly, actually and additionally from the usual operating costs for the duration of the funded research activity. Additional supplementary provisions to the eligible costs can arise from FFG guidelines and from the “guidelines for handling project costs in funding applications”. |
| 5.3 | Substantial changes to the cost structure require the prior written approval of the FFG. |
| 5.4 | The sales tax levied on the costs of the service is not eligible. In so far as this sales tax demonstrably and finally is to be borne by the funding recipient and consequently no pre-tax deduction is applicable for him/her, it is taken into account as an eligible cost component. The—in whatever way—recoverable sales tax is not eligible, if the funding recipient does not get it back. If the tax office regards a grant not as a taxable service of the funding recipient to the funding donor according to BGBI no. 663 of the 1994 sales tax, but as contractual remuneration and sales tax is thus payable to the tax office by the funding recipient, the contractual remuneration is to be regarded as gross remuneration. An additional separate sales tax settlement is—for whatever legal reason—excluded. |
| 5.5 | If the amortization period of an item (section 285 ABGB), which is purchased to carry out the project, exceeds the funding period, the depreciation costs are eligible in the manner specified according to the FFG basis programs guidelines and in the “guidelines for handling the project costs in funding requests and reports”. |
| 5.6 | The funding means of the funding donor must not be used for the creation of reserves and provisions according to BGBI no. 400 of the 1988 income tax law. The funding means must be used only for the services and objectives set out in the funding request. |
| 5.7 | Recognized eligible costs are those which have arisen after receipt of the funding request. |
| 5.8 | The costs incurred by the funding recipient or his/her partners from preparation of the contract, or any transfer charges, must be borne by these parties and do not constitute eligible costs. |
| 5.9 | The funding donor reserves the right to defer, reduce or suspend payment of funding, if and as long as circumstances are such that the orderly execution of the sponsored project appears not to be guaranteed (e.g. the cost justification is not provided as planned). |
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| Österreichische Forschungsförderungsgesellschaft mbH Sensengasse 1 1090 Vienna | Tel +43 (0)57755-0 Fax+43 (0)57755-97900 www.ffg.at, ***@*** FN 252263a HG Vienna |
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6 Project-specific conditions and requirements
| 6.1 | Project-specific special conditions and requirements |
| 1. | Before payment of the 1st installment, installment, the positive completion of the audit of project 832915 must be demonstrated by the FFG. |
| 2. | The personnel and travel costs have generally been reduced. |
7 Payment of the funding
| 7.1 | Payment of the 1st installment in the amount of 50% of the accepted funding means follows after completion of the funding contract and fulfillment of the conditions and requirements agreed in Article 6. |
Payment of the second installment in the amount of 30% follows after approval of an interim report and an interim settlement, where 50% of the approved total costs must be shown, as well as after fulfillment of the conditions and requirements agreed in Article 6.
Payment of the final installment in the amount of 20% of total guaranteed funding means follows after fulfillment of the conditions and requirements (final settlement, final reports, etc.) and after inspection and approval of the usage certificate (relief) by the FFG.
| 7.2 | The transfer is made to the following account of the funding recipient |
| Account owner: | ARSANIS Biosciences GmbH | |
| Bank name: | ||
| IBAN: | ||
| BIC/SWIFT: |
8 Reporting obligations
| 8.1 | The funding recipient must report the implementation of the funded project by submitting technical reports (interim and final reports) and settlements to the FFG according to point 3 of the General Funding Conditions. Reporting and accounting must take place via eCall (https://ecall.ffg.at). Use of the forms defined in eCall is mandatory. Further documents must be made available to the FFG on request. |
9 Contract changes
| 9.1 | Changes to the current contract can be only made in written form. This applies also to a departure from this provision. |
| 9.2 | If necessary, subsequent changes to the agreed conditions and requirements can be made under special circumstances by mutual agreement in the form of written additional agreements, after reconsideration by the advisory board. |
10 Liability
| 10.1 | The funding recipient must be liable without limit to the FFG for adherence to all contractual conditions. The funding recipient is also liable for the behavior of third parties for whom he/she is responsible (e.g. owners, corporate bodies, etc.). The funding recipient indemnifies and holds the FFG harmless against the claims of third parties. |
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| Österreichische Forschungsförderungsgesellschaft mbH Sensengasse 1 1090 Vienna | Tel +43 (0)57755-0 Fax+43 (0)57755-97900 www.ffg.at, ***@*** FN 252263a HG Vienna |
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11 Severability clause
| 11.1 | If a provision of this funding contract proves ineffective, the effectiveness of the remaining provisions of the funding contract are not affected. The contracting parties undertake to replace an ineffective provision by a provision that comes closest to the purpose of the contract. |
12 Applicable law
| 12.1 | This contract and all its annexes are subject to Austrian law excluding the reference provisions of the Austrian IPRG [International Private Law Act]. |
13 Jurisdiction
| 13.1 | The competent court in Vienna has jurisdiction in all litigation arising from the granting of funds. The FFG also retains the right to sue the funding recipient in his/her general jurisdiction. |
14 Contract components
| 14.1 | The following documents are the integral elements of the funding contract: |
| • | the funding request (“Development of human monoclonal antibody based product against severe hospital associated bacterial infections”) in the version of 5/11/2012, submitted via eCall |
| • | General funding conditions for funding contracts in the current version (1/26/2009) |
| • | FFG basis program guidelines in the current version (3/22/2012) |
| • | Guidelines for handling of project costs in funding requests and reports for projects with funding contracts according to FTE and FFG guidelines, version 1.3 |
| 14.2 | The following are regarded as the legal basis of this funding contract: |
| • | Österreichische Forschungsförderungsgesellschaft mbH establishment act (research funding, structure reform act) in the currently applicable version |
| • | the guidelines for the Österreichische Forschungsförderungsgesellschaft mbH for the funding of research, technology, development and innovation (FFG guidelines GZ: BMVIT-609.986/0005- 111/12/2008 and BMWA-98.310/0032-C1/10/2008) |
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| Österreichische Forschungsförderungsgesellschaft mbH Sensengasse 1 1090 Vienna | Tel +43 (0)57755-0 Fax+43 (0)57755-97900 www.ffg.at, ***@*** FN 252263a HG Vienna |
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The funding recipient confirms his/her awareness of all contract components and accepts them without reservation.
It is hereby noted that the objective funding offer must be deemed as revoked, if the
funding recipient does not return it signed to the FFG within 3 months.
For the funding donor:
Österreichische Forschungsförderungsgesellschaft mbH (FFG)
[seal:]
Austrian Research Promotion Agency mbH (FFG)
Vienna, on 7/2/2012
| /s/ Dr. Henriette Egerth-Stadlhuber | /s/ Dr. Klaus Pseiner | |||
| Dr. Henrietta Egerth-Stadlhuber Managing Director | Dr. Klaus Pseiner Managing Director |
Funding recipient
Vienna, on 7/2/2012
| /s/ Eszter Nagy |
(Add company signature, name and position in block letters, company stamp)
Attachments:
Guidelines for the Österreichische Forschungsförderungsgesellschaft mbH for funding of research, technology, development and innovation (FFG guidelines) on link http://www.ffg.at/content/foerderrichtlinien
General funding conditions for funding contracts in the current version (1/26/2009)
FFG basis program guidelines in the current version (3/22/2012)
Guidelines for handling of project costs in funding requests and reports for projects with
funding contracts according to FTE and FFG guidelines, version 1.3
.
| Österreichische Forschungsförderungsgesellschaft mbH Sensengasse 1 1090 Vienna | Tel +43 (0)57755-0 Fax+43 (0)57755-97900 www.ffg.at, ***@*** FN 252263a HG Vienna |
| |
ARSANIS Biosciences GmbH
Attention Dr. Eszter Nagy
Helmut-Qualtinger-Gasse 2
1030 Vienna
Account statement on 12/31/2012
Project 837128
Development of human monoclonal antibody based product against severe hospital associated bacterial infections
| Account no.: | 18371280 | |||
| Financial year: | 2012 | |||
| Redemption amount (EUR): | 580,000.00 | |||
| Repayment date: | 6/30/2020 | |||
| Interest rate: | 1.00 | % |
| Balance on 12/31/2011 (EUR) | 0.00 | |||||
| Document date | Posting text | Transaction amount (EUR) | ||||
| 09.20.2012 | 837128 DA rate 1 BP basis | -290.000,00 | ||||
| 12.03.2012 | 837128 ZNS [interest] 1.0% on 12/31/2012 | -826,00 | ||||
| 12.13.2012 | 837128 DA rate 2 BP basis | -174.000,00 | ||||
| 12.27.2012 | 837128 ZNS [interest] 1.0% on 12/31/2012 | 826,00 | ||||
| Total debits (EUR) | 464,826.00 | |||||
| Total credits (EUR) | 826.00 | |||||
| Balance on 12/31/2012 (EUR) | -464,000.00 | |||||
.
| Österreichische Forschungsförderungsgesellschaft mbH Sensengasse 1 1090 Vienna | Tel +43 (0)57755-0 Fax+43 (0)57755-97900 www.ffg.at, ***@*** FN 252263a HG Vienna |
ARSANIS Biosciences GmbH
Attention Dr. Eszter Nagy
Helmut-Qualtinger-Gasse 2
1030 Vienna
Account statement on 12/31/2013
Project 837128
Development of human monoclonal antibody based product against severe hospital associated bacterial infections
| Account no.: | 18371280 | |||
| Financial year: | 2013 | |||
| Redemption amount (EUR): | 580,000.00 | |||
| Redemption date: | 6/30/2020 | |||
| Interest rate: | 1.00 | % |
| Balance on 12/31/2012 (EUR) | -464,000.00 | |||||
| Document date | Posting text | Transaction amount (EUR) | ||||
| 06.03.2013 | 837128 ZNS [interest] 1.0% on 6/30/2013 | -2.337,00 | ||||
| 07.01.2013 | 837128 ZNS [interest] 1.0% on 6/30/2013 | 2.337,00 | ||||
| 09.19.2013 | 837128 DA rate 3 | -116.000,00 | ||||
| 12.02.2013 | 837128 ZNS [interest] 1.0% on 12/31/2013 | -2.707,00 | ||||
| 12.31.2013 | 837128 ZNS [interest] 1.0% on 12/31/2013 | 2.707,00 | ||||
| Total debits (EUR) | 121,044.00 | |||||
| Total credits (EUR) | 5,044.00 | |||||
| Balance on 12/31/2013 (EUR) | -580,000.00 | |||||
| Österreichische Forschungsförderungsgesellschaft mbH Sensengasse 1 1090 Vienna | Tel +43 (0) 57755-0 Fax+43 (0) 57755-97900 www.ffg.at, ***@*** FN 252263a HG Vienna |
ARSANIS Biosciences GmbH
Attention Dr. Eszter Nagy
Helmut-Qualtinger-Gasse 2
1030 Vienna
Account statement on 12/31/2014
Project 837128
Development of human monoclonal antibody based product against severe hospital associated bacterial infections
| Account no.: | 18371280 | |||
| Financial year: | 2014 | |||
| Redemption amount (EUR): | 580,000.00 | |||
| Redemption date: | 6/30/2020 | |||
| Interest rate: | 1.00 | % |
| Balance on 12/31/2013 (EUR) | -580,000.00 | |||||
| Document date | Posting text | Transaction amount (EUR) | ||||
| 06.02.2014 | 837128 ZNS [interest] 1.0% on 6/30/2014 | -2.920,00 | ||||
| 06.30.2014 | 837128 ZNS [interest] 1.0% on 6/30/2014 | 2.920.0 | ||||
| 12.01.2014 | 837128 ZNS [interest] 1.0% on 12/31/2014 | -2.968,0 | ||||
| 12.31.2014 | 837128 ZNS [interest] 1.0% on 12/31/2014 | 2.968,0 | ||||
| Total debits (EUR) | 5,888.00 | |||||
| Total credits (EUR) | 5,888.00 | |||||
| Balance on 12/31/2013 (EUR) | -580,000.00 | |||||
.
| Österreichische Forschungsförderungsgesellschaft mbH Sensengasse 1 1090 Vienna | Tel +43 (0) 57755-0 Fax+43 (0) 57755-97900 www.ffg.at, ***@*** FN 252263a HG Vienna |
ARSANIS Biosciences GmbH
Attention Dr. Eszter Nagy
Helmut-Qualtinger-Gasse 2
1030 Vienna
Account statement on 12/31/2014
Project 837128
Development of human monoclonal antibody based product against severe hospital associated bacterial infections
| Account no.: | 18371280 | |||
| Financial year: | 2015 | |||
| Redemption amount (EUR): | 580,000.00 | |||
| Redemption date: | 6/30/2020 | |||
| Interest rate: | 1.00 | % |
| Balance on 12/31/2014 (EUR) | -580,000.00 | |||||
| Document date | Posting text | Transaction amount (EUR) | ||||
| 06.01.2015 | 837128 ZNS [interest] 1.0% on 6/30/2015 | -2.920,00 | ||||
| 06.30.2015 | 837128 ZNS [interest] 1.0% on 6/30/2015 | 2.920,00 | ||||
| Total debits (EUR) | 2,920.00 | |||||
| Total credits (EUR) | 2,920.00 | |||||
| Balance on 12/31/2013 (EUR) | -580,000.00 | |||||
| Österreichische Forschungsförderungsgesellschaft mbH Sensengasse 1 1090 Vienna | Tel +43 (0) 57755-0 Fax+43 (0) 57755-97900 www.ffg.at, ***@*** FN 252263a HG Vienna |
