Contributions of the Parties. 2.3.1 Receptos shall be principally responsible for the conduct of Protein Expression, Crystallization Studies and Structure Determination with respect to Target and Receptos shall share with the JRC crystallographic X-ray determined Solutions, partial Solutions, binding site requirements, and three-dimensional models (“Target Structural Information”) achieved by Receptos in the course of the Research Program. In the interest of promoting progress with respect to the goals of the Research Program, the JRC may (i) allocate certain discrete tasks related to Protein Expression, Crystallization Studies and Structure Determination to Lilly, and (ii) in connection with such allocation of tasks in clause (i), direct that the parties engage in material transfer of specified materials and reagents to facilitate the performance of such allocated tasks.
2.3.2 In support of Receptos’s efforts in connection with Crystallization Studies and Structure Determination, Lilly shall ***. *** Confidential material redacted and filed separately with the Commission.
2.3.3 Lilly and Receptos will collaboratively engage in *** through use of Target Structural Information and shall regularly share progress and coordinate ongoing efforts through the JRC with respect to such endeavors.
2.3.4 Lilly and Receptos shall share resources and efforts, as indicated in the Research Plan, directed to the *** as potential Structurally Enabled Hits including ***.
2.3.5 To facilitate the conduct of the Research Program, the JRC shall develop a project time-line, subject to approval by the JSC, reflecting the Parties’ good faith estimates of when the activities to be conducted by the Parties in support of the Research Program are projected to be completed.
Contributions of the Parties. 3.1 The Parties to the Joint Venture shall make the following contributions, in cash, real estate, personal property, intellectual property, services, or other in-kind contributions (the ‘Contributed Assets’), in exchange for Shares in the Contributing Assets and Voting Rights as set out below: Party Contributions Value ($) Share / Voting Rights
(a) [specify]
(b) [specify]
(c) [specify] [If using this option, remove the 4th column of the above table.] [The contributions of each Party are deemed to be equivalent in value and the Parties have equal Shares in the Contributed Assets.}
3.2 The Management Committee may call for additional contributions, over and above those set out above, as may be required for the development of the Joint Venture or for making up its losses. [If applicable: The Parties shall (unless otherwise agreed by all Parties) make such contributions in proportion to their Shares in the Contributed Assets.
3.3 If a Party objects to a call for additional contributions or fails to make an additional contribution when called for by the Management Committee, the other Parties may make the contribution of the objecting or defaulting Party. In such case, the Shares in the Contributed Assets shall be adjusted to take account of the difference in contributions and, if differentiated voting rights have been provided in the Agreement, these rights shall be adjusted accordingly. {Optional: A Party which does not intend or is not able to make any additional contribution decided by the Management Committee may withdraw from the Joint Venture pursuant to Article 18. A Party which objects to the additional contribution decided by the Management Committee, or fails to make it, shall be deemed to be in breach of its obligations as per Article 13 and may be excluded from the Joint Venture pursuant to Article 17.]
3.4 Any dispute concerning the valuation of non-pecuniary Contributed Assets (or any adjustment to Shares in Contributed Assets under Article 3.3) shall be resolved pursuant to Article 32, with the valuations (or any adjustments) being made by the Independent Expert appointed pursuant to Article 32.8.
Contributions of the Parties. [Comment: This Article may be appropriate as a framework to set out principal responsibilities or contributions of each party towards the Alliance. What does each party expect the other to contribute to the Alliance?]
3.1 It is intended that each party shall contribute particular knowledge, skills or services to assist the establishment and success of the Alliance. The general responsibilities of each party are set out in this Article 3.
3.2 The general contributions of ABC towards the Alliance shall be:
3.2.1 [To provide technical assistance (including through the provision of training) in the field of on reasonable terms to be agreed
3.3 The general contributions of XYZ towards the Alliance shall be:
3.3.1 [To use its contacts, knowledge and distribution network in [country] to assist the promotion of [ABC’s products]];
3.3.2 [To assist with the recruitment of local staff, facilities and resources for the operations of the Alliance];
Contributions of the Parties. The Parties will faithfully dedicate reasonable commercial and technological resources to help the business of the JV SERVICE succeed.
Contributions of the Parties a. The Agencies to this MOU will abide by the terms and conditions of this MOU when sharing data and information, including ensuring compliance with security protocols and relevant statutes and regulations, including the Privacy Act. 1x. Data Security and Safeguards
Contributions of the Parties. (I) The Government agrees to reimburse or partially reimburse the cost of the law enforcement officers supplied by the SHA. Reimbursement is subject to the availability of appropriated funding for this purpose. Such funding shall cover services provided from inception of this agreement until such time as the TSA assumes responsibility for said services in accordance with Article 4, Effective Date and Term or such time that this MOA is terminated in accordance with Article 9.
Contributions of the Parties. The County and the City shall contribute to the budget of the CCP in the following percentages from the General Funds of the County and City: County – 30% These percentages (“Allocation Percentages”) reflect the current amount budgeted by the City and County as a proportion of the entire Communications budget. Future contribution percentages shall be based upon call and run volume statistics and reviewed every three years beginning in January 2012, for the fiscal year 2013. In the event any other agency, department or governmental unit is added to the CCP, the percentages shall be renegotiated between the County and the City to reflect usage of the new addition, or upon such other method as the parties shall agree.
Contributions of the Parties. 6.1 DSPT and FEV will (i) share in contributing engineering personnel and equipment necessary to carry out each Party's respective portion of the proposed research and development, (ii) share in contributing the use of facilities, and (iii) share in providing other resources to the development effort. Where practicable, the Parties will bear expenses in proportion to their respective portions of the proposed research and development, with final decisions on sharing of expenses and resources to be made by the Group Managers by mutual agreement.
6.2 Both Parties will [*].
6.3 Both Parties will [*]. [*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
6.4 Both Parties will, as practicable, in a reasonably timely manner, [*], including, but not limited to [*].
6.5 Both Parties will be [*].
6.6 Both Parties will, in general, [*]. [*] will be monitored and compared to the development plan in the Product Appendix and the GPM during the development of the Product or Enhanced Product. [*].
6.7 The Party who manufactures the Products, Enhanced Products and PreExisting Products will be [*]. The purpose of [*] is to [*] on the [*] so that over time [*]. The Parties agree to use reasonable efforts to use information from [*] where commercially reasonable.
6.8 Each Party will [*].
Contributions of the Parties. 5.3.1 HT’s contribution to the registered capital of the JV shall be USD 10,514,000 (say ten million five hundred and fourteen thousand US dollars only), which shall be contributed by HT in cash by equivalent RMB, representing 75.1 % (seventy-five-point one percent) of the total Registered Capital of the JV.
5.3.2 RP’s contribution to the registered capital of the JV shall be USD 3,486,000 (three million four hundred eighty-six thousand US dollars only) in cash by USD, representing 24.9% (twenty-four-point nine percent) of the total Registered Capital of the JV.
5.3.3 As for the conversion between USD and RMB in connection with Registered Capital, the exchange rate shall be referred to the median of the official selling and buying USD-RMB exchange rate published by the People’s Bank of China on the date on which RP make its contributions to the Registered Capital of the JV.
Contributions of the Parties during the Commercialization Period. It is ---------------------------------------------------------------- understood and agreed that, during the Commercialization Period, each party will contribute or license to the Joint Venture its technology and know-how at no cost to the other party or the Joint Venture as described in Sections 3.3(d) and (e) above. If Envirogen and RP participate together in a project outside the Territory pursuant to Article VII, then the technology and know-how of the Joint Venture will be made available to the project at no cost to the other party, the Joint Venture or the specific project outside the Territory. Nothing in the foregoing shall prohibit or restrict the reimbursement, as provided for elsewhere in this Agreement, to either party for the direct costs and expenses actually incurred by each party in performing functions for the Joint Venture in the Territory (or any project of the Joint Venture outside the Territory in which RP participates), utilizing such technology and know-how, and/or providing such technology and know-how to the Project as described in this Agreement, the Development Plan, the Commercialization Agreement and/or the Business Plan.
