Common use of FUNDING THE RESEARCH Clause in Contracts

FUNDING THE RESEARCH. The Company undertakes to pay to Yeda the total amount (in US Dollars) of the Research Budget (being US $79,446 (seventy-nine thousand, four hundred and forty-six United States Dollars)) in 12 (twelve) equal 3 (three) monthly instalments, payable in advance at the beginning of each 3 (three) month period during the Research Period, the first such payment to be made on the date of signature of this Agreement. In the event that the Research to be performed in any calendar quarter (“the relevant calendar quarter”) is not performed during such calendar quarter or prior thereto, the Company shall be entitled to: (a) postpone payment of the instalment in respect of the second calendar quarter following the relevant calendar quarter (i.e., the instalment due at the beginning of the 3rd (third) calendar month following the expiry of the relevant calendar quarter), until such time as such part of the Research has been performed, provided that written notification is given to Yeda to such effect no later than 7 (seven) days after the end of the relevant calendar quarter; and/or (b) to terminate the Research Period, by written notice to Yeda, no later than 14 (fourteen) days prior to the date of expiry of the first calendar quarter following the relevant calendar quarter, in which event the Research Period and the performance of Research hereunder shall cease at the end of such calendar quarter. An invoice in respect of an instalment paid as aforesaid shall be issued by Yeda promptly after the receipt by Yeda of such instalment. All payments of the Research Budget shall be made by direct wire transfer to Yeda’s bank account, the details of which are as follows: Bank Hapoalim B.M. Rehovot branch #615 account no. 37852; swift: XXXXXXXX. For the removal of doubt, nothing contained in this Agreement shall prevent Yeda and/or the Institute from obtaining further finance for the Research from other entities, provided that, in Yeda’s reasonable opinion, such other entities are not granted any rights in respect of the Research and/or the Licensed Information which prejudices any rights granted to the Company under the Licence, and provided further that the obtaining of further finance for Research in the field of depression shall be subject to the prior written consent of the Company which shall not be withheld or delayed unreasonably. For the removal of doubt, the results of any research at the Institute financed by other entities shall not form part of the Licensed Information and shall not be subject to the Licence hereunder. For the further removal of doubt, the Company shall not bear the consequences (whether financial or otherwise) of the obtaining by Yeda of such additional funding, in any manner whatsoever, all of the aforegoing without derogating from any of the Company’s obligations under this Agreement.

FUNDING THE RESEARCH. The Company undertakes to pay to Yeda the total amount Research Budget (in US Dollars) as follows: (i) with regard to the first year of the Research Budget Period (being commencing on April 9, 2003), the amount of US $79,446 450,000 (seventy-nine thousand, four hundred and forty-six fifty thousand United States Dollars), of which a non-refundable installment of US $225,000 (two hundred and twenty five thousand United States Dollars) shall be due and payable on October 9, 2003 and a non-refundable installment of US $225,000 (two hundred and twenty five thousand United States Dollars) shall be due and payable on January 9, 2004; and (ii) with regard to the second and third years of the Research Period, respectively, an amount which shall be not less than US $900,000 (nine hundred thousand United States Dollars) and not more than US $1,000,000 (one million United States Dollars) per year to be determined by mutual agreement of the parties no later than 30 (thirty) days prior to the commencement of the relevant year, in 12 4 (twelvefour) equal 3 (three) monthly instalmentsnon-refundable installments, payable in advance at the beginning of each 3 (three) month period during such year. If the Research Period, parties fail to reach agreement within the first such payment time frame referred to be made on above regarding the date of signature of this Agreement. In the event that the Research to be performed in any calendar quarter (“the relevant calendar quarter”) is not performed during such calendar quarter or prior thereto, the Company shall be entitled to: (a) postpone payment of the instalment in respect of the second calendar quarter following the relevant calendar quarter (i.e., the instalment due at the beginning of the 3rd (third) calendar month following the expiry of the relevant calendar quarter), until such time as such part amount of the Research has been performed, provided that written notification is given to Yeda to such effect no later than 7 (seven) days after Budget payable for the end second or third year of the relevant calendar quarter; and/or (b) to terminate the Research Period, by written notice to Yeda, no later than 14 (fourteen) days prior to the date of expiry of the first calendar quarter following the relevant calendar quarter, in which event the Research Period (as the case may be), then the Research Budget for such year shall be US $900,000 (nine hundred thousand United States Dollars) and Yeda shall procure the performance of Research hereunder shall cease at the end of for such calendar quarterreduced amount. An invoice in respect of an instalment installment paid as aforesaid shall be issued by Yeda promptly after the receipt by Yeda of such instalmentinstallment. All payments of the Research Budget shall be made by direct wire transfer to Yeda’s 's bank account, the details of which are as follows: Bank Hapoalim B.M. Rehovot branch #615 account noYeda shall notify to the Company. 37852; swift: XXXXXXXXIn the event that the Research Budget for any given year during the Research Period is not fully utilised during such year, the unutilised portion of research funds shall be added to the Research Budget for the following year. For the removal of doubt, nothing contained in this Agreement shall prevent Yeda and/or the Institute from obtaining further shall not obtain finance for the Research from other entities, unless such financing has been approved by the Company and provided that, in Yeda’s reasonable opinion, that such other entities are not granted any rights in respect of the Research and/or the Licensed Information which prejudices prejudice any rights granted to the Company under the Licence, and provided further that the obtaining of further finance for Research in the field of depression shall be subject to the prior written consent of the Company which shall not be withheld or delayed unreasonably. For the removal of doubt, the results of any research at the Institute financed by other entities shall not form part of the Licensed Information and shall not be subject to the Licence hereunder. For the further removal of doubt, the Company shall not bear the consequences (whether financial or otherwise) of the obtaining by Yeda of such additional funding, in any manner whatsoever, all of the aforegoing without derogating from any of the Company’s obligations under this Agreement.

FUNDING THE RESEARCH. The Company undertakes to pay to Yeda the total amount (in US Dollars) of the Research Budget (being US $79,446 (seventy-nine thousand, four hundred and forty-six United States Dollars)) in 12 (twelve) equal 3 (three) monthly instalments, payable in advance at the beginning of each 3 (three) month period during the Research Period, the first such payment to be made on the date of signature of this Agreement. In the event that the Research to be performed in any calendar quarter (“the relevant calendar quarter”) is not performed during such calendar quarter or prior thereto, the Company shall be entitled to: (a) postpone payment of the instalment in respect of the second calendar quarter following the relevant calendar quarter (i.e., the instalment due at the beginning of the 3rd (third) calendar month following the expiry of the relevant calendar quarter), until such time as such part of the Research has been performed, provided that written notification is given to Yeda to such effect no later than 7 (seven) days after the end of the relevant calendar quarter; and/or (b) to terminate the Research Period, by written notice to Yeda, no later than 14 (fourteen) days prior to the date of expiry of the first calendar quarter following the relevant calendar quarter, in which event the Research Period and the performance of Research hereunder shall cease at the end of such calendar quarter. An invoice in respect of an instalment paid as aforesaid shall be issued by Yeda promptly after the receipt by Yeda of such instalment. All payments of the Research Budget shall be made by direct wire transfer to Yeda’s bank account, the details of which are as follows: Bank Hapoalim B.M. Rehovot branch #615 account no. 37852; swift: XXXXXXXX. For the removal of doubt, nothing contained in this Agreement shall prevent Yeda and/or the Institute from obtaining further finance for the Research from other entities, provided that, in Yeda’s reasonable opinion, such other entities are not granted any rights in respect of the Research and/or the Licensed Information which prejudices any rights granted to the Company under the Licence, and provided further that the obtaining of further finance for Research in the field of depression shall be subject to the prior written consent of the Company which shall not be withheld or delayed unreasonably. For the removal of doubt, the results of any research at the Institute financed by other entities shall not form part of the Licensed Information and shall not be subject to the Licence hereunder. For the further removal of doubt, the Company shall not bear the consequences (whether financial or otherwise) of the obtaining by Yeda of such additional funding, in any manner whatsoever, all of the aforegoing without derogating from any of the Company’s obligations under this Agreement. Ref.: 05-2595-04-4 L/88017/4000/407949/1 No.: 60604-001