VARIATION AGREEMENT NO. 1 TO CONSULTANCY AGREEMENT
Exhibit 99.4
Execution version
VARIATION AGREEMENT NO. 1 TO CONSULTANCY AGREEMENT
THIS VARIATION AGREEMENT NO. 1 TO CONSULTANCY AGREEMENT (this “Agreement”) is dated 12 May 2024 (“Effective Date”) and is made by and between:
| (1) | GENOMICS INNOVATIONS COMPANY LIMITED, a company organized under the laws of the Kingdom of Saudi Arabia with a registered office at Building Xx. 0000, 0000 Xx Xxxxxxx Xxxxxxxx, 00000 Xxxxxx, Xxxxxxx of Saudi Arabia (“Company”); and |
| (2) | CENTOGENE N.V., a public company (naamloze vennootschap) organized under the laws of the Kingdom of the Netherlands and registered with the Chamber of Commerce (Xxxxx van Koophandel) under registration number 72822872, having its head office address at Xx Xxxxxxx 0, 00000 Xxxxxxx, Xxxxxxx (“NV”), each a Party and together the Parties. |
Background
| (A) | The Parties entered into a Consultancy Agreement on 27 November 2023 (the “Consultancy Agreement”). |
| (B) | The purpose of this Agreement is to amend and vary the Consultancy Agreement in accordance with Clause 31 thereof and with effect from the date hereof as specifically set out herein. |
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and NV agree as follows:
Agreed Terms
| 1. | TERMS DEFINED IN THE AGREEMENT |
In this Agreement, and unless otherwise defined herein, capitalized terms defined in the Consultancy Agreement and used in this Agreement have the meaning set out in the Consultancy Agreement. The rules of interpretation set out in Clause 1 of the Consultancy Agreement shall apply to this Agreement as if set out herein.
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| 2. | VARIATION |
| 2.1 | Clause 5.3.1 of the Consultancy Agreement is hereby deleted and restated in its entirety as follows: |
“Upon the achievement of each milestone event by NV set forth below (each, an “Operational Milestone”), and subject to clause 5.3.2, Company shall pay to NV the corresponding milestone-based fee (the “Operational Milestone Fee”) in accordance with the payment schedule set out below:
| Operational Milestone | Operational Milestone Fee |
Criteria
for demonstrating achievement of Operational Milestone |
Estimated
timeline for completion of Operational Milestone |
Build-up and transfer of wet lab capable of conducting the wet-lab services described in Phase 4 of Schedule 2 (Scope of Services)
(“First Operational Milestone”) |
SAR Ten million (10,000,000.00) | Completion of Phase 4 as set forth on Schedule 2 (Scope of Services) | Eighteen (18) months following Construction Completion |
Accreditation of wet lab and dry lab, with stand-alone Accreditation for Company
(“Second Operational Milestone”)
|
SAR Twenty million (20,000,000.00) | Receipt of Accreditation for Company | Thirty (30) months following Construction Completion” |
| 3. | GENERAL |
| 3.1 | This Amendment will be deemed effective as of the Effective Date. All other terms of the Consultancy Agreement shall continue in full force and effect and each Party agrees to be bound by its terms in all respects (as amended herein). |
| 3.2 | This Agreement shall be read together and form part of the Consultancy Agreement and to the extent of any inconsistency between the provisions of the Consultancy Agreement and this Agreement, the provisions of this Agreement shall prevail. Clauses 20 to 35 of the Consultancy Agreement shall apply mutatis mutandis to this Agreement. |
* * *
Execution Version of the Variation Agreement No.1 to Consultancy Agremeent entered into between Genomics Innovations Company Limited and Centogene N.V.
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Execution version
This Agreement has been executed in two (2) counterparts, of which Company and NV have kept one copy each.
For and on behalf of GENOMICS INNOVATIONS COMPANY LIMITED
| Signed by: | |||
| Name: | Xxxxxx Xxxxxxxxxx | ||
| Title: | Chairman | ||
| Date: | 12 May 2024 | ||
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For and on behalf of CENTOGENE N.V
| Signed by: | |||
| Name: | Xxx Xxxxxxxx | ||
| Title: | Chief Executive Officer | ||
| Date: | 12 May 2024 | ||
| Name: | Xxxxxx Xxxxx | ||
| Title: | Chief Financial Officer, Legal & IT | ||
| Date: | 12 May 2024 | ||
Execution Version of the Variation Agreement No.1 to Consultancy Agremeent entered into between Genomics Innovations Company Limited and Centogene N.V.
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