WiOA 6q Amendment No. 46 to the Contribution Agreement Between the Bill & Melinda Gates Foundation and the Trustee for the CGIAR Fund (TF 069018) WHEREAS, a Contribution Agreement dated April 18, 2012 was entered into by the International Bank for Reconstruction and Development (the "Bank") and the Bill & Melinda Gates Foundation (the "Fund Donor," and together with the Bank, the "Parties") (the "Contribution Agreement") for the purpose of receiving funds for the multi-donor trust fund for the CGIAR, TF 069018, and for which capitalized terms used therein and herein are used as defined in the Glossary as such term is defined in Annex I (Defined Terms) attached to such Contribution Agreement; WHEREAS, the Contribution Agreement (also referred to as the Window 3 Contribution Agreement) was entered into for the Fund Donor to provide one or more grants to the CGIAR Fund for specific support to one or more Centers through Window 3, in each case in connection with a written agreement between the Fund Donor and the respective Center as specified herein; and WHEREAS, the Fund Donor wishes to contribute additional funds for Window 3 to the CGIAR Fund; NOW THEREFORE, the Parties hereto agree to amend the Contribution Agreement as follows: I. The Fund Donor hereby agrees to contribute a total amount of US$250,129.00 (the "Contribution") to the CGIAR Fund as specified in paragraph 3 below. 2. The Contribution shall be administered by the Trustee in accordance with the terms and conditions specified in the Contribution Agreement, including Annex I (Defined Terms) (until such time as Annex 1 is replaced by the Glossary through inclusion thereof in the Common Operational Framework, at which time such Glossary shall be incorporated by reference into the Contribution Agreement), Annex 2 (Trustee Provisions), and Annex 3 (Form of W3 Transfer Agreement), as well as the Governance Framework and the CGIAR Principles, which are hereby incorporated by reference, all of which constitute an integral part of the Contribution Agreement. 3. The Fund Donor shall deposit the Contribution in cash through a bank transfer into such account with such bank designated by the Trustee in accordance with the following payment schedule, in each case upon submission of a payment request by the Trustee: (i) US $250,129.00 upon effectiveness of this Amendment ("Installment 1"). 4. When making deposits, the Fund Donor shall instruct its bank to include in its payment details information (remittance advice) field of its SWIFT payment message, information indicating: the amount paid, that the payment is made by the Fund Donor for the CGIAR Fund (TF 069018), and the date of the deposit. 5. Upon receipt and identification of any deposits, and subject to the terms of paragraphs A.2.6 and A.4.3 of Annex 2 attached to the Contribution Agreement, the Trustee shall assign the Contribution as follows: Installment Amount Window Designation CSP Net Allocation I $250,129.00 3 IFPRI $5,002.58 $245,126.42 TOTAL $250,129.00 $5,002.58 $245,126.42 6. (a) The Fund Donor has entered into the International Food Policy Research Institute Grant Agreement OPP 130173 attached hereto as Annex 1 with respect to a portion of the Window 3 funds being provided hereunder to IFPRI, with the understanding that neither the Fund Council nor the Trustee is in a position to ensure that such funds will be used for the purposes and in accordance with the terms specified therein. 7. No portion of the Contribution is earmarked for lobbying activity. 8. The offices responsible for coordination of all matters related to the implementation of the Contribution Agreement and this Amendment are, except as may be notified in writing to the other Contact: For the Trustee (the "Trustee Contact"): For the Fund Donor (the "Fund Donor Contact"): Director Saki Kato Trust Funds and Partnerships Senior Coordinator, Grants and Contracts The World Bank Management 1818 H Street, NW Bill & Melinda Gates Foundation Washington, DC 20433, U.S.A. 1432 Elliott Avenue West Tel: + 1 202 473 7654 Seattle, WA 98119, U.S.A. Fax: + 1 202 614 0249 Tel: + 1 206 709 3 100 Fax: + 1 206 494 7111 9. All other terms of the Contribution Agreement shall remain the same. 10. This Amendment may be executed in separate counterparts and by each of the Parties separately on a separate counterpart, and each such counterpart, when so executed, shall be an original. Such counterparts shall together constitute one and the same instrument. 11. IN WITNESS WHEREOF, the Parties hereto, acting through their duly authorized representatives, have caused this Amendment to be signed in their respective names. This Amendment shall become effective as of the date of the last signature. INTERNATIONAL BANK FOR BILL & MELINDA GATES RECONSTRUCTION AND FOUNDATION DEVELOPMENT, as Tru~stee of he CGIAR Fund Jaehyang So,\]Dlrector, Saki Kato, Senior Coordinator, Grants and Trust Funds and Partnerships Contracts Management Development Finance Bill & Melinda Gates Foundation Date: erpart,a-n 3ec s,c cu5 Date: August 13, 2015 Annex I IePRI Grant Avreeaent OPPi A30173m- t sr informational purposes on iv BILL&MELINDA V F GATES foundation www.gatesfoundation.org August 26, 2015 Trust Funds Accounting Clearance Team International Bank for Reconstruction and Development (World Bank) 1818 H Street, NW Washington, DC 20433 Re: Agreement number OPP 1130173 between IFPRI and the Bill & Melinda Gates Foundation (the Foundation) Dear Trust Funds Accounting Clearance Team: The purpose of this letter is to confirm an error in the "Payment and Reports" clause that was included in the above-referenced agreement. The correct clause is as follows: Payments and Reports. You have directed that the Funders pay the grant funds to the Consultative Group on International Agricultural Research Fund (MTO 069018), which is administered by the IBRD as trustee. We understand and you agree that the IBRD will make disbursements from the grant funds to you or for your benefit solely for the Project, at such times and in such manner as set forth in the Contribution Agreement. This table shows the deliverables (including reports) and milestones for this grant. Where indicated, each Funder's payments are contingent on satisfaction of the listed deliverable and/or milestone. A Funder may authorize changes to its payment and reporting schedules from time to time where appropriate. The Foundation will confirm any such changes in writing. The error shall have no effect on the arrangement between the Foundation and the World Bank and we apologize for any inconvenience this may have caused. Sincerely, Carla Cassinelli Senior Officer, Grants and Contracts Management CC: IFPRI BILL&MELINDA V F GATES foundationll ,.,, June 19, 2015 Marie Ruel Division Director International Food Policy Research Institute 2033 K Street NW Washington, DC 20006-1002 Re: Global Development Grant Number OPP 1130173 Targeting and re-aligning agriculture to improve nutrition (TRAIN) in Bangladesh and India Dear Ms. Rue]: The Bill & Melinda Gates Foundation ("Foundation") is pleased to award International Food Policy Research Institute ("IFPRI") a grant in an amount up to $1,047,507.00 (the "Foundation Funds") for the period beginning on the date IFPRI signs this agreement (the "Start Date") to May 31, 2020 (the "Grant Period"). This agreement (the "Grant Agreement") contains the terms and conditions of this grant. DFID Funding. Support for the Project (as defined below) in an amount up to $2.444,179.00 (the "DFID Funds," and together with the Foundation Funds, the "Grant Funds") will be provided by DFID. The Foundation and DFID are each referred to in this Grant Agreement as a "Funder", and collectively as the "Funders". IFPRI expressly agrees that the terms and conditions for the support of the Project provided by DFID shall be subject to and governed by the terms of the conditions of this Grant Agreement. The Foundation as Disbursement Facilitator. Pursuant to the terms of the Memorandum of Understanding entered into between the Foundation and DFID (the "MOU") on February 11, 2011, DFID and the Foundation have agreed, and IFPRI hereby acknowledges and agrees, that in connection with DFID's support of the Project, the Foundation will serve solely in the capacity of DFID's disbursement facilitator for the benefit of DFID (the "Disbursement Facilitator") in order to facilitate and streamline DFID's funding of the Project and the oversight of IFPRI's compliance with the terms and conditions of this Grant Agreement and the progress of the Project. In this capacity, the Foundation will: (1) disburse DFID Funds to IFPRI pursuant to the terms and conditions of this Grant Agreement and the Budget (as defined below) and such modifications to this Grant Agreement and the Budget as may be approved by DFID from time to time, and any other instructions received from DF[D; (2) receive and remit from IFPRI any funds due to DFID pursuant to this Grant Agreement; (3) oversee IFPRI's compliance with the terms and conditions contained in this Grant Agreement; (4) oversee the progress of the Project; (5) receive and manage all necessary approvals requested by IFPRI from DFID pursuant to this Grant Agreement; and (6) take such other actions as the Foundation determines are (a) consistent with its role as Disbursement Facilitator and (b) appropriate or necessary to facilitate and streamline DFID's funding of the Project and the oversee IFPRI's compliance with the terms of the Grant Agreement and the progress of the Project. All requests, reports and/or information that are to be submitted to DFID under this Grant Agreement shall be submitted by IFPRI to the Foundation, solely in its capacity as Disbursement Facilitator, and the Foundation shall submit such requests, reports and/or information to DFID. The Foundation will communicate DFID's response, if any, to IFPRI. IFPRI acknowledges and agrees that any and all actions taken by the Foundation related to or in accordance with the DFID Funds will be taken by the Foundation solely in its capacity as Disbursement Facilitator, and that the DFID Funds will be disbursed by the Foundation to IFPRI to fund the obligation(s) of DFID under this Grant Agreement and the MOU. As such, IFPRI acknowledges and agrees that the Foundation will not be liable to IFPRI or any other party, either primarily or secondarily, in connection with: (1) the operation, management or oversight of the Project; (2) IFPRI's compliance with the terms of this Grant Agreement; or (3) the use of the DFID Funds. Additionally, the Foundation will not be liable for any actions or failure to act on the part of DFID or for any failure of DFID to provide the DFID Funds, or to satisfy any other commitments required by or related to this Grant Agreement or the MOU. Nothing in this Grant Agreement will constitute the naming of the Foundation as an agent or legal representative of DFID for any purpose whatsoever except as specifically and solely to the extent set forth herein. This Grant Agreement will not be deemed to create any relationship of agency, partnership or joint venture between the Foundation and DFID. Charitable Purpose of the Grant. The charitable purpose of this grant is to address the issue of under- nutrition among women and children in rural Bangladesh using a three-pronged approach that will: (1) increase the availability of, and access to a more diverse diet, either directly via increasing production diversity of poor rural producers or indirectly via increased incomes; (2) improve child feeding, health and sanitation practices through a strong behavior change communications component (BCC); and (3) focus on empowering women (directly, by facilitating greater control over agricultural income and its allocation toward health and nutrition; and indirectly by sensitizing their husbands to support them in their productive and reproductive tasks), as described in your proposal (the "Proposal") dated May 22, 2015 and budget (the "Budget") dated June 17, 2015 (together, the "Project"). Tax Status. IFPRI confirms that under the United States Internal Revenue Code of 1986 (the "Code") it is exempt from federal income tax under section 501(c)(3) and is not a private foundation within the meaning of section 509(a) of the Code. You agree to advise us immediately if there is any change in your organization's tax status during the Grant Period. Use of Grant Funds. Grant Funds may only be used for the Project. Any Grant Funds unexpended or uncommitted at the end of the Grant Period must be promptly returned to the Funders. Any Budget cost category change of more than 10% over the course of the Grant Period must be approved in writing by DFID and the Foundation's Primary Contact in advance. IFPRI may not use the Grant Funds to reimburse any expenses it chose to incur prior to the Start Date. The Foundation will pay IFPRI, or designee, The International Bank for Reconstruction and Development ("IBRD"), the total grant amount specified in the Reporting & Payment Schedule below. IBRD shall use an amount equivalent to 2% of the grant funds to reimburse its costs related to the administration of the funds. Political Campaign/Lobbving Activity. Grant funds may not be used to influence the outcome of any election for public office or to carry on any voter registration drive. There is no agreement, oral or written, permitting the grant funds to be directed to er earmarked for lobbying activity or other attempts to influence local, state, federal, or foreign legislation. You confirm that the amount of funds received from the Foundation each year for this Project, including any other grant funds awarded by the Foundation for the Project, will not exceed the amount budgeted each year for nonlobbying activities. You agree to comply with lobbying, gift and ethics rules applicable to the Project under local, state, federal or foreign law. Investment of Grant Funds. Grant Funds must be invested in highly liquid investments (such as interest-bearing bank accounts) with the primary objective of preservation of principal so that they are available for the Project. The Funders require IFPRI to report the amount of any interest or other income generated by the Grant Funds, including currency conversion gains (collectively "Interest"). Any Interest OPP 1130173 Pag 2 of 8 must be used for the Project. At the end of the Grant Period, any remaining Interest must be applied to other of IFPRI's projects that are being funded by a Funder (current or under consideration). Anti-Terrorism. IFPRI confirms that it is familiar with the U.S. Executive Orders and laws prohibiting the provision of resources and support to individuals and organizations associated with terrorism and the terrorist related lists promulgated by the U.S. Government. IFPRI will use reasonable efforts to ensure that it does not support or promote terrorist activity or related training, or money laundering. Further, IFPRI will assure itself that the Grant Funds will not be made available, either directly or indirectly, to or for the benefit of, persons, groups or entities listed in European Council Regulation EC/2580/2001 (as amended) and/or the Terrorism (United Nations Measures) Orders 2009 of the United Kingdom, or contravene the provisions of those and that of any subsequent applicable anti-terrorism legislation. Fraud and Anti-Corruption. The Funders and IFPRI have a zero tolerance approach towards fraud and fraudulent behavior that may lead to the misuse of Grant Funds. The Funders and IFPRI will promptly inform each other of any event which interferes or threatens to materially interfere with the successful implementation of the Project, whether financed in full or in part by DFID or the Foundation, including credible suspicion of or actual, fraud, corruption or any other financial irregularity or impropriety related to the Project (collectively, "Fraud"). In such event, IFPRI will notify the Foundation, and contact DFID at fraud@dfid.gov.uk or by telephone at 44(0)1355 843551. IFPRI will take timely and appropriate action to investigate credible allegations of Fraud, and cooperate fully with investigations into such matters, whether led by IFPRI, DFID or the Foundation. In the event of any credible indications that Grant Funds may have been subject to Fraud, any Funder (or its delegate(s)) may, at any time during the Grant Period and for a period of up to five (5) years thereafter, arrange for additional Fraud investigations, on-the-spot checks and/or inspections of Project records to be carried out. If Fraud is established by such investigations, IFPRI agrees to work with the Funders and use its reasonable best efforts to recover the amount of funds subject to Fraud and restore them to the Project account or, at the direction of a Funder, directly to the Funder whose funds were affected. During such period(s) of investigation, IFPRI acknowledges and accepts the right of a Funder to suspend, withhold or terminate funding in accordance with the terms and conditions of this Grant Agreement. Subgrants and Subcontracts. IFPRI has the exclusive right to select subgrantees and subcontractors for the Project. The Funders have not earmarked the use of the Grant Funds for any specific subgrantee or subcontractor. IFPRI, and not the Funders, is responsible for ensuring that all subgrantees and subcontractors use Grant Funds consistent with this Grant Agreement and the Proposal. Neither IFPRI nor its subgrantees or subcontractors may make any statement or otherwise imply to donors, investors, media or the general public that the Funders directly fund the activities of any subgrantee or subcontractor. Any agreements with subgrantees and subcontractors IFPRI engages to assist with the Project must include the following language: "Your organization has been selected to participate in this Project at our discretion. You may not make any statement or otherwise imply to donors, investors, media or the general public that you are a direct grantee of the Bill & Melinda Gates Foundation ("Foundation") or the Department for International Development of the United Kingdom of Great Britain and Northern Ireland ("DFID"). You may state that fFPRI is the Foundation and DFID's grantee and that you are a subgrantee or subcontractor of IFPRI for the Project." Due Diligence. In utilizing the Grant Funds, IFPRI will exercise the same care in the discharge of its functions under this Grant Agreement as it exercises with respect to the administration and management of its own resources and affairs. IFPRI will cooperate fully to resolve any due diligence issues raised by a Funder (or a Funder's delegate(s)) regarding [Organization's] internal controls and systems, and agrees to notify the Funders of any material changes to [Organization's] procedures, controls or operating environment that are relevant to the Project during the Grant Period. In addition, IFPRI will assess the internal controls and systems of any subgrantees or subcontractors of the Project prior to disbursing funds OPPll130173 PaW 3 of 8 to such entities, and at regular intervals throughout the Grant Period, as appropriate given the amount of the Grant Funds and risks of the Project. Such assessments should address: (1) the reliability and integrity of the organization's financial controls, systems and processes; (2) the effectiveness and efficiency of its Project operations; (3) its procedures for safeguarding Project assets; and (4) its compliance with applicable law. Upon request, IFPRI will share the results of such assessments with the Funders. Payments and Reports. IFPRI has directed that the Funders pay the grant funds to the Consultative Group on International Agricultural Research Fund (MTO 069018), which is administered by the IBRD as trustee. We understand and IFPRI agrees that the IBRD will make disbursements from the grant funds to IFPRI or for its benefit solely for the Project, at such times and in such manner as set forth in the Contribution Agreement which governs the trust relationship between IFPRI and the IBRD. This table shows the deliverables (including reports) and milestones for this grant. Where indicated, each Funder's payments are contingent on satisfaction of the listed deliverable and/or milestone. A Funder may authorize changes to its payment and reporting schedules from time to time where appropriate. The Foundation will confirm any Such changes in writing Payment Amount and Date Due by Reporting Period Foundation DFID Funds Milestone or Deliverable Funds Upto $250,129.00 Within 15 days Up to Countersigned Agreement ---- ---- of receipt of $583,635.00 countersigned Agreement Up to Up to Progress Report and copy of $255,345.00 $595,804.00 Annual Audited Accounts July 15, 2016 Project Start Date September 2016 December 2016 for 2015 y Up to Up to Progress Report and copy o' $154,472.00 $360,434.00 Annual Audited Accounts July 15, 2017 June 1, 2016 to September 2017 December 2017 for 2016 May 31, 2017 Up to Up to Progress Report and copy of J 201 $193,412.00 $451,295.00 Annual Audited Accounts July 15, 2018 une 1,27 to September 2018 December 2018 for 2017 May 31, 2018 Up to Up to Progress Report and copy of June 1, 2018 to $194,149.00 $453,011.00 Annual Audited Accounts July 15, 2019 May31, 2019 September 2019 December 2019 for 2018 Final Report and copy of $0.00 $0.00 Annual Audited Accounts July 31, 2020 Project Start Date for 2019to May 31, 2020 for 2019 Award Total Award Total Up to Up to --------- $1,047,507.00 $2,444,179.00 Milestones. For a report to be satisfactory, IFPRI must demonstrate meaningful progress, as determined by each Funder, against the milestones contained in this Grant Agreement and the Proposal. Milestones may be added or modified during the Grant Period. The Foundation will confirm any agreed changes to the milestones in writing. OPP 1130173 PaE 4 ot8 Report Templates. IFPRI is required to submit one or more reports regarding the expenditure of Grant Funds and its progress on the Project according to the Payments and Reports schedule using the Foundation's templates or forms, which the Foundation will make available to you and which may be modified from time to time. Please submit reports electronically to the Foundation Program Officer and Program Coordinator. The Foundation will send you an email with the contact information for these individuals. IFPRI also agrees to submit other reports that a Funder may reasonably request. Annual Audited Accounts. IFPRI is required to submit audited annual accounts ("Annual Audited Accounts") to the Foundation for each annual project cycle within the Grant Period within two months from the end of each annual Project cycle. Such Annual Audited Accounts must: (1) be signed by IFPRI's Finance Office (or its equivalent) and be certified by IFPRI's external auditors as being a true reflection of the Project's finances for the relevant period; (2) show DFID's Funds and the Foundation Funds as separate items of income; and (3) bear original signatures. Communications, Meetines and Visits. IFPRI agrees to be in regular communication with the Funders throughout the Grant Period regarding IFPRI's progress and to notify the Funders in writing promptly of any major development that is likely to have a material impact on IFPRI's ability to achieve the Project objectives. IFPRI and relevant Project staff agree to be available for periodic meetings and phone calls with each Funder's staff to discuss the Project and, upon request, to facilitate visits by a Funder to any site where work on the Project is conducted. Record Maintenance and Inspection. The Funders requires that IFPRI maintain adequate records for the Project to enable the Funders to easily determine how the Grant Funds were expended. IFPRI's books and records must be made available for inspection by a Funder or its designee at reasonable times to permit such Funder to monitor and conduct an evaluation of operations under this grant. Compliance. If (a) any Funder is not reasonably satisfied with IFPRI's progress on the Project; (b) significant leadership or other changes occur that a Funder believes may threaten the Project; or (c) IFPRI fails to comply with any term or condition of this Grant Agreement, the Foundation will notify IFPRI of the concerns and provide IFPRI with a reasonable period of time to address them. If no resolution satisfactory to a Funder is reached within that time period, such Funder may, at its discretion, terminate its support of the Project and/or grant. If a Funder determines that the cause of its concerns cannot be remedied, such Funder may immediately terminate, suspend, or withhold payment of such Funder's Grant Funds to the grant. On termination, if requested by a Funder, IFPRI agrees to promptly return to such Funder any unspent and uncommitted DFID Funds or Foundation Funds, as the case may be (as of the date of termination), previously disbursed to IFPRI by such Funder for the Project. Research and Evaluation. The Funders value research and evaluation of the projects they fund. IFPRI agrees to inform the Funders of any research or evaluation it conducts or commissions regarding the Project and to provide to the Funders a copy of any report or findings from the research or evaluation. A Funder or its evaluation partner will notify IFPRI in writing of its inclusion in any research project undertaken by such Funder. If IFPRI is selected to participate in a Funder's-sponsored research or evaluation for the Project, IFPRI agrees to (a) allow and facilitate such Funder's evaluation partner to implement an evaluation plan; (b) identify an on-site evaluation coordinator who will serve as a contact; (c) facilitate the collection of data; and (d) permit such Funder to disseminate the results of the researchor evaluation. A Funder's evaluation partner will provide appropriate privacy and other protections to participants. Indemnification. IFPRI agrees to indemnify, defend and hold each Funder harmless from and against any and all liability, loss, and expense (including reasonable attorneys' fees and expenses) or claims for injury or damages arising out of or resulting from, or that are alleged to arise out of or result from, the actions or omissions by IFPRI or of any of its officers, agents, employees, subgrantees, contractors or OPPi 130173 PaW Sof8 subcontractors with respect to the grant. IFPRl agrees that any activities by a Funder in connection of suggested modifications to the Project, will not modify or waive a Funder's rights under this paragraph. The Funders will not be responsible for the activities of any person or third party engaged by IFRPI for the Project pursuant to this Grant Agreement, nor will a Funder be liable for any costs incurred by IFRPI in terminating the engagement of any such person Publications. You will seek prompt publication of any data and results generated from the Project in a peer-reviewed journal, treatise or trade publication, as applicable. Such publication may be delayed for a reasonable period for the sole purpose of seeking patent protection, provided the patent application is drafted, filed and managed in a manner that best furthers the charitable purpose of this grant. You will also use good faith efforts to ensure that your subcontractors and sub-grantees likewise seek prompt publication of any data and results generated from the Project. You will cite all actual or pending publications in the next progress or final report that you submit to the Foundation. Global Access. You will manage and conduct the Project, and the technologies, products, services, other innovations, information and material arising from the Project, in a manner that ensures "Global Access." Global Access requires that (a) the knowledge and information gained during the Project be promptly and broadly disseminated and (b) the technologies, products, services and other innovations be made available and accessible at reasonable cost to people most in need within developing countries. You confirm that you anticipate achieving Global Access through descriptions provided in your Proposal and answers you provide to the Foundation during the course of pre- and post-grant due diligence. The Foundation is making this grant in reliance on these descriptions and answers, and you agree to comply with them. Your Global Access obligations will survive the Grant Period. You agree that all intellectual property rights in all technologies, products, services, other innovations, information and material (including but not limited to reports, data, designs, processes, whether or not electronically stored) produced by you or your subgrantee(s) and subcontractor(s), researcher(s) and the researcher(s)' personnel, and arising from research funded through the Project (collectively, "Project Results"), will be the property of IFPRI and subgrantee(s) or subcontractor(s) (colectively "Project Collaborator(s)"). Project Collaborator(s) will grant to each Funder, if requested, a perpetual, world- wide, non-exclusive, irrevocable, royalty-free, fully paid-up, sub-licensable license to make, use, sell, reproduce, modify or distribute all such Project Results for the purpose of ensuring that Global Access'is achieved. However, if Project Collaborator(s) wish to apply for a patent for a particular application arising out of the Project, they may request that publication of data be withheld until the patent has been applied for. After that time, the data must be made freely available and the above-referenced license rights shall apply thereto. The Funders should be consulted about any request of this kind at an early stage, and any license(s) granted must be managed in a way that is consistent with the requirements of Global Access. Your commitment to Global Access in regard to Project Results will survive the Grant Period and you agree that any sub-grant(s) or subcontract(s) related to the Project shall be consistent with this provision. If no Global Access Milestones are listed in the table above, the following does not apply, however, please be aware that to further define your Global Access commitments, you may be required to complete the following milestones by the due dates listed in the table above (the "Global Access Milestone(s)"): 1. Global Access Strategy 2. Agreements required related to the Program, if any No material changes will be made to the plans and strategies contained in the Global Access Milestone(s) after it has been approved by the Foundation, without prior written agreement from the Foundation. Your Global Access obligations regarding Project Results, including those described in the Global Access Milestone(s) will survive the Grant Period. OPPI 130173 Pag 6 of 8 Research Involving Human Subjects. IFPRI agrees that no funds will be expended to enroll human subjects in any research project subject to Institution Review Board (IRB) or independent ethics committee (IEC) approval until such approval has been obtained for each site. Coverage for all Sites. IFPRI agrees that for each venue in which any part of the Project is conducted (either by your organization or a subgrantee or subcontractor) all legal and regulatory approvals for the activities being conducted will be obtained in advance of commencing the regulated activity. You further specifically agree that no funds will be expended to enroll human subjects until the necessary regulatory and ethical bodies' approvals are obtained. Regulated Research. The coverage requirements set forth in the preceding paragraph include but are not limited to regulations relating to: research involving human subjects; clinical trials, including management of data confidentiality; research involving animals; research using substances or organisms classified as Select Agents by the U.S. Government; use or release of genetically modified organisms; research use of recombinant DNA; and/or use of any organism, substance or material considered to be a biohazard, including adherence to all applicable standards for transport of specimens, both locally and internationally, as appropriate. As applicable, regulated activities and their documentation are to be conducted under the applicable international, national, and local standards. Documentation of research results should be consistent with regulations and the need to establish corroborated dates of invention and reduction to practice with respect to inventions where this is relevant. Provision of Care for Human Subjects Research. In keeping with "Good Clinical Practice" standards, you will disclose to subjects and the IRBs what care and/or referrals will be available through participation in the study. Institutional policies regarding what care will be provided to personnel who are injured as a result of their work on the Project should similarly be developed, approved and implemented with notice to the employees. Grant Announcements, Public Reports and Use of Funders Name and Logo. Each Funder will include information on this grant in its periodic public reports and may make grant information public at any time on its web page and as part of press releases, public reports, speeches, newsletters, and other public documents. If IFPRI wishes to issue a press release or announcement regarding the award of this grant, IFPRI must obtain advance approval from each Funder of the press release and the date of release (except as provided below). IFPRI also agrees to obtain advance approval from a Funder for any other use of such Funder's name (except provided below) or logo. Each Funder shall have the right to approve subsequent press releases or reports that are directly related to the grant. IFPRI is authorized to use each Funder's name (but not logo) in regular reports that describe the nature of IFPRI's grant and research activities, such as reports to its Board of Trustees and Annual Reports. Please contact Grantee.Comms(igatesfoundation.org at least two weeks before any press release, announcement or other publication date. Further information is available at the following link: htp7/w vw .Llatesfoundation.org/orantseeker/Documents/Guidelines Communications for Grantees.doc Counterparts; Original. This Grant Agreement, including any amendments, may be executed in counterparts which, when taken together, will constitute one Grant Agreement. Copies of this Grant Agreement will be equally binding as originals and faxed or scanned and emailed counterpart signatures will be sufficient to evidence execution, though a Funder may require IFPRI to deliver original signed documents. Assignment. This Grant Agreement or any of the rights or obligations under this Grant Agreement may not be assigned without each Funder's prior written consent. An assignment includes (a) any transfer of OPP 1130173 Pap 7 of 8 the Project; (b) an assignment by operation of law, including a merger or consolidation; or (c) the sale or transfer of all or substantially all of IFPRI's assets. Entire Agreement, Severability and Amendment. This Grant Agreement is the entire agreement between the parties and supersedes any prior oral or written agreements or communications between the parties regarding its subject matter. The provisions of this Grant Agreement are severable so that if any provision is found to be invalid, illegal, or unenforceable, such finding shall not affect the validity, construction, or enforceability of any remaining provision. This Grant Agreement may be amended only by a mutual written agreement of the parties. Please sign and return this letter to Mary Heinlein, Grants Coordinator. Please keep a copy for your records. If you have any questions, please contact your grants Officer, Carla Cassinelli, at Carla.Cassinei@Gatesfoundation.org or + 206-709-3551. We value our relationship with IFPRI and believe this project will contribute significantly to the knowledge of the agriculture sector and help identify opportunities for maximizing impact in this space. Sincerely, Shawn Baker Director, Nutrition Global Development IFPRI, by its authorized representative, agrees to the terms and conditions of this Grant Agreement. Shenggen Fan Date Director General OPPi 130173 Pag 8 of 8