Costs for Performing the Moderna RSV Lead Activities Sample Clauses

Costs for Performing the Moderna RSV Lead Activities. Notwithstanding anything in Section 8 or elsewhere in the Agreement to the contrary, the Parties agree that Merck will reimburse Moderna for all Out-of-Pocket Costs and FTE Costs incurred by Moderna and its Affiliates directly in connection with the performance of Moderna RSV Lead Activities (other than with respect to costs associated with the Manufacture of RSV Drug Product, which are addressed above), in accordance with the budget, including amounts and schedules, set forth in the Amended RSV R&D Plan, on a Calendar Quarter-by-Calendar Quarter basis, provided that to the extent such Out-of-Pocket Costs and FTE Costs, in the aggregate, exceed [***] of the budgeted costs, then such excess Out-of-Pocket Costs and FTE Costs shall be eligible for [***]. Any changes to the budget set forth in the Amended RSV R&D Plan, including amounts in connection with the performance of activities that are not included in the Amended RSV R&D Plan or that are not specifically included in the budget set forth therein, shall require review and approval by the JSC, which approval may come in any written form [***]. Moderna will send a reasonably [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED detailed invoice to Merck for each Calendar Quarter, which invoice will include [***] during such Calendar Quarter. All of the foregoing shall be auditable by Merck pursuant to Section 8.6(c) of the Agreement. Merck agrees to pay undisputed amounts in each such invoice within [***] days of Merck’s receipt thereof.
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Related to Costs for Performing the Moderna RSV Lead Activities

  • Permitted Activities The Executive shall devote his entire business time, attention and energies to the Business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from:

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  • LIMITED ACTIVITIES Except for activities in connection with the Offering, the Formation Transactions or in the ordinary course of business, the Operating Partnership and the Operating Partnership Subsidiaries have not engaged in any material business or incurred any material obligations.

  • Bank Provides Diverse Financial Services and May Generate Profits as a Result Customer acknowledges that Bank or its Affiliates may have a material interest in transactions entered into by Customer with respect to the Account or that circumstances are such that Bank may have a potential conflict of duty or interest. For example, Bank or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets, or earn profits from any of these activities. Customer acknowledges that Bank or its Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of Customer. Bank is not under any duty to disclose any such information.

  • ADDITIONAL ACTIVITIES I agree that during the period of my employment by the Company I will not, without the Company's express written consent, engage in any employment or business activity which is competitive with, or would otherwise conflict with, my employment by the Company. I agree further that for the period of my employment by the Company and for one (l) year after the date of termination of my employment by the Company I will not induce any employee of the Company to leave the employ of the Company.

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  • Investment Management and Related Activities Except as set forth on Schedule 3.25 of the Company Disclosure Schedule, none of the Company, any of its Subsidiaries or the Company’s or its Subsidiaries’ directors, officers or employees is required to be registered, licensed or authorized under the laws or regulations issued by any Governmental Authority as an investment adviser, a broker or dealer, an insurance agency or company, a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, investment adviser, representative or solicitor, a counseling officer, an insurance agent, a sales person or in any similar capacity with a Governmental Authority.

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