R&D Costs Sample Clauses

R&D Costs. Each Party shall keep (and shall cause its Affiliates and sublicensees to keep) complete and accurate records pertaining to their respective R&D Costs (including all FTEs actually working on the R&D Collaboration) in sufficient detail to permit the other Party (the “Auditing Party” to confirm the accuracy of the R&D Costs (including all costs underlying the AMYRIS FTE Rates and Related Allocation as set forth in Exhibit E and analogous costs for TOTAL) charged (in whole or in part) to the Auditing Party. Such records shall be kept for a period of two (2) years following the relevant reporting period. The Auditing Party shall have the right to cause an independent, certified public accountant reasonably acceptable to the other Party (the “Audited Party”) to audit such records to confirm their accuracy. Such audits may be conducted no more than once during each twelve (12) month period and shall be made during normal business hours upon reasonable prior written notice to the Audited Party. Such accountant shall enter into a customary confidentiality agreement with the Audited Party in form and substance reasonably acceptable to the Audited Party to keep all information inspected in such audit confidential, except that such accountant may report to the Auditing Party and the Audited Party the results of such audit, including any inaccuracies in any invoices or amounts paid to the Audited Party by the Auditing Party and the factual bases for such inaccuracies. Any such audit shall be for the sole purpose of verifying the Audited Party’s R&D Costs funded by the Auditing Party. Results of any such audit hereunder shall be made available promptly to both Parties in writing. If any such audit shows that the Auditing Party overpaid the Audited Party amounts actually owed under this Agreement, the Audited Party shall reimburse to the Auditing Party within thirty (30) days of the date such audit results are provided to the Audited Party the amounts of such overpayment, with interest at the prime rate of interest quoted in the Money Rates section of the Wall Street Journal (New York Edition) calculated annually (or the maximum legal annual interest rate, whichever is lower) from the date such amount was actually owed under this Agreement until the Audited Party actually pays the Auditing Party such amounts of overpayment. If any such audit shows that the Auditing Party underpaid the Audited Party amounts actually owed under this Agreement, the Auditing Party shall pay...
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R&D Costs. (a) FTEs. An FTE rate determined in accordance with this Section 2.1.3 shall be used for purposes of determining the R&D Costs incurred with respect to R&D Personnel; provided, however, that in the event such FTE rate does not accurately reflect Introgen's actual costs associated with the R&D Program, Introgen may, at its option, determine such R&D Costs in accordance with GAAP and provide Gendux with a written description of such determination. The FTE rate shall be [*]) (as adjusted below). The FTE rate includes all salary, employee benefits, materials and other expenses including support staff and overhead for or associated with an FTE, but does not include travel and lodging expenses incurred by such FTEs in performance of the R&D Program (which travel and lodging expenses shall be included in R&D Costs separately under Section 2.1.3(b) below). Effective beginning with the calendar year 2001, the FTE rate shall increase no more than once annually by the greater of the percentage increase, if any, in (1) the Radfxxx Xxxociates Annual Biotechnology Compensation and Benefits Survey (for the smallest geographic region that includes Houston, Texas) or (2) the Consumer Price Index, in either case since the Effective Date, or the last such increase, whichever is later, upon thirty (30) days prior written notice to Gendux and such increase shall be effective for the then-current and all subsequent Development Plans and Budgets hereunder until further modified under this Section 2.1.3.
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R&D Costs. RSVC shall reimburse BH all (a) costs documented and incurred by BH after the Effective Date in connection with the research and development of Licensed Product as specifically contemplated in the R&D Plan, in accordance with agreed upon budget for such costs set forth in each such R&D Plan or as otherwise agreed to by RSVC. RSVC shall reimburse such costs within […***…] days after receipt of an invoice issued by BH following the end of each calendar month, such invoices to reflect exactly the designated BH component of the latest development budget approved by the RSVC Development Committee under the Research and Development Funding Agreement between RSVC and Astellas for said month (or if the budget is not segregated into monthly increments, then such invoices shall equal one third (1/3) of the applicable quarterly budget), plus actual contractor and other pass-through expenses incurred by BH during the month in accordance with such development budget, and such invoices to describe such costs in reasonable detail and provide appropriate supporting documentation. Any requests by BH for adjustments to invoice amounts (for example, to cover changes in currency exchange rates or cost-of-living compensation adjustments for employees) will constitute proposed changes to the development budget and, as such, will require approval of the RSVC Development Committee under the Research and Development Funding Agreement between RSVC and Astellas.
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R&D Costs. (a) Amgen shall pay to EnteraBio for the performance of EnteraBio’s activities under the Work Plan of each Post Effective-Date Program during the one (1) year period following the date in which the Parties agree in writing on the initiation of the applicable Post Effective-Date Program (the “First Year”), an aggregate amount of Two Hundred and Twenty-Five Thousand Dollars ($225,000) (such payment amount contemplated in this Section 7.1.2(a), the “First Year R&D Payment”). (b) Amgen shall pay to EnteraBio for the performance of EnteraBio’s activities under the Work Plan of each Collaboration Program, during the one (1) year period following the one (1) year anniversary of the date in which the Parties agreed in writing on the initiation of the applicable Collaboration Program, which for the Initial Program shall mean the Effective Date (the “Second Year”), an aggregate amount of Four Hundred and Fifty Thousand Dollars ($450,000) (such payment amount contemplated in this Section 7.1.2(b), the “Second Year R&D Payment”). (c) Within thirty (30) days after the initiation of the applicable Post Effective-Date Program, Amgen shall pay to EnteraBio an amount equal to Two Hundred Twenty-Five Thousand Dollars ($225,000) as a prepayment for the First Year R&D Payment. ______________ Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on a confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment. (d) Within thirty (30) days after the one (1) year anniversary of the Effective Date, or the initiation of the applicable Collaboration Program, as applicable, Amgen shall pay to EnteraBio an amount equal to Two Hundred Twenty-Five Thousand Dollars ($225,000) as a prepayment for the Second Year R&D Payment. (e) Within thirty (30) days after the two (2) year anniversary of the Effective Date, or the initiation of the applicable Collaboration Program, as applicable, Amgen shall pay to EnteraBio an amount equal to Two Hundred Twenty-Five Thousand Dollars ($225,000) for the remaining balance of the Second Year R&D Payment. (f) The Parties shall discuss in good faith additional Amgen payments to EnteraBio for R&D activities performed by EnteraBio under the Work Plan of any Collaboration Program following the Second Year.
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R&D Costs. Each party shall be responsible for its own R&D costs. The parties acknowledge that DSM shall not include any costs of DSM R&D in the DSM Costs billed to Martek unless expressly agreed by Martek in advance in writing and Martek shall not include any costs of Martek R&D in the Martek Costs billed to DSM unless expressly agreed by DSM in advance in writing. The costs involved in an approved Jointly Funded ARA Research Project shall be shared equally, unless otherwise agreed to by the Committee in writing and any corresponding payment reconciliations shall be made on a yearly basis.
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R&D Costs. Each party shall be responsible for its own R&D costs. The parties acknowledge that DSM shall not include any costs of DSM R&D in the DSM Cost per Unit of ARA billed to Martek unless expressly agreed by Martek in advance in writing and Martek shall not include any costs of Martek R&D in the Martek Cost per Unit of ARA billed to DSM unless expressly agreed by DSM in advance in writing. The costs involved in an approved Jointly Funded ARA Research Project shall be shared equally, unless otherwise agreed to by the Committee in writing and any corresponding payment reconciliations shall be made on a yearly basis. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. D. Section 7.1(e) of the Agreement is hereby deleted in its entirety and replaced with the following:
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R&D Costs. (a) Except as set forth below, Novo Nordisk shall be solely responsible for all R&D Costs incurred by the Parties in performing the R&D Activities (in accordance with the then-current R&D Plan, the then-current R&D Budget and Section 8.2), and except with respect to Permitted Overages or as otherwise set forth in Section 3.1.2(b), Novo Nordisk shall not be required to pay more than what is set forth in the then-current R&D Budget. The RCA PM MACROBUTTON DocID \\4126-6252-2948 v34 Parties shall incur R&D Costs solely related to those R&D Activities set forth in the then-current R&D Plan. A budget overage of up to [***] of the budgeted R&D Costs set forth in the then-current R&D Budget for R&D Activities specified in the R&D Plan for any Calendar Year shall be deemed to be automatically approved by the JSC (a “Permitted Overage”) and shall be borne solely by Novo Nordisk. Subject to this Section 3.1.2, each RCA PM Party shall conduct the R&D Activities allocated to such RCA PM Party in accordance with R&D Budget. Notwithstanding the foregoing, an RCA PM Party shall have no obligation to incur any R&D Costs in excess of the then-current R&D Budget (plus Permitted Overages), except as otherwise set forth in Section 3.1.2(b). (b) (i) If the JSC approves an amendment to increase the R&D Budget for a Calendar Year in accordance with Section 2.4 (including in the event of [***]) requested by a Party, then Novo Nordisk shall be solely responsible for the resulting increase in R&D Costs in accordance with Section 3.1.2(a); (ii) if the R&D Costs for a Calendar Year exceed the then-current R&D Budget (plus Permitted Overages) for such Calendar Year other than as set forth in the foregoing clause (i) (each, a “Cost Responsibility Matter”), then the JSC shall meet to discuss such matter and: (A) any R&D Costs in excess of the then-current R&D Budget (plus Permitted Overages), to the extent such excess R&D Costs resulted from: [***] (each ((1)-(5)), an “RCA PM Party At-Fault Matter”), such excess R&D Costs shall be borne solely by [***]; (B) the RCA PM Parties shall not be obligated to perform any R&D Activities that are Cost Responsibility Matters but not RCA PM Party At-Fault Matters unless and until the associated R&D Budget excess is approved by Novo Nordisk in accordance with Section 2.4; (C) to the extent approved by Novo Nordisk in accordance with Section 2.4, any R&D Budget excess amounts for R&D Activities that are Cost Responsibility Matters but not RCA PM Part...
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Related to R&D Costs

  • Development Costs Licensee shall be responsible for all of its costs and expenses in connection with the Development of, and obtaining and maintaining Regulatory Approvals for, the Licensed Products in the Field in the Territory.

  • Direct Costs The Contractor shall separately identify each item of deleted and added work associated with the change or other condition giving rise to entitlement to an equitable adjustment, including increases or decreases to unchanged work impacted by the change. For each item of work so identified, the Contractor shall propose for itself and, if applicable, its first two tiers of subcontractors, the following direct costs: (1) Material cost broken down by trade, supplier, material description, quantity of material units, and unit cost (including all manufacturing burden associated with material fabrication and cost of delivery to site, unless separately itemized); (2) Labor cost broken down by trade, employer, occupation, quantity of labor hours, and burdened hourly labor rate, together with itemization of applied labor burdens (exclusive of employer’s overhead, profit, and any labor cost burdens carried in employer’s overhead rate); (3) Cost of equipment required to perform the work, identified with material to be placed or operation to be performed; (4) Cost of preparation and/or revision to shop drawings and other submittals with detail set forth in paragraphs (e)(1) and (e)(2) of this clause; (5) Delivery costs, if not included in material unit costs; (6) Time-related costs not separately identified as direct costs, and not included in the Contractor’s or subcontractors’ overhead rates, as specified in paragraph

  • Project Costs Simultaneously with the execution of this Agreement, the Company shall disclose to the Department all of the Project Costs which the Company seeks to include for purposes of determining the limitation of the amount of the Credit pursuant to Section 5-30 of the Act and provide to the Department a Schedule of Project Costs in the form as attached hereto as Exhibit C.

  • Expenses and Costs Each Borrower, jointly and severally, agrees to pay and to save the Agent and the Lenders harmless for the payment of all fees, out-of-pocket disbursements, and other costs and expenses incurred by or on behalf of the Agent or any Lender arising in any way in connection with this Amendment, or any other document relating to indebtedness described in the recitals to this Amendment, including the fees and expenses of Dickinson Wright PLLC, counsel to the Agent, and AlixPartners, LLC, cxxxxxxxxx xx xxx Agent, and specifically including, without limitation, (a) the cost of any financial audit or inquiry conducted by the Agent, any Lender or their consultants, (b) the fees and expenses of counsel for the Agent or any Lender for the work performed as a result of the Borrowers' defaults or financial problems, and for the preparation, examination and approval of this Amendment or any documents in connection with this Amendment, (c) for the payment of all fees and out-of-pocket disbursements incurred by the Agent or any Lender, including attorneys' fees, in any way arising from or in connection with any action taken by the Agent or any Lender to monitor, advise, enforce or collect the obligations described in the recitals hereto or to enforce any obligations of the Borrowers or any Guarantor under this Amendment or the other documents referred to herein, including any actions to lift the automatic stay or to otherwise in any way participate in any bankruptcy, reorganization or insolvency proceeding of any Borrower or Guarantor or in any trial or appellate proceedings, and (d) any expenses or fees (including attorneys' fees) incurred in relation to or in defense of any litigation instituted by any Borrower, any Guarantor or any third party against the Agent or any Lender arising from or relating to the obligations described in the recitals hereto or this Amendment, including any so-called "lender liability" action. All of these expenses and fees (including attorneys' fees) shall be part of the Obligations owing under the Credit Agreement, and shall be secured by all of the collateral described in the Collateral Documents. In the event the Borrowers fail to pay any such fees, expenses and costs within five (5) days of being invoiced therefor, the Agent or the Lenders, as the case may be, shall be permitted to charge the accounts of any Borrower for such fees, expenses and costs, without prejudice to any other rights or remedies of the Agent or the Lenders. The rights and remedies of the Agent and the Lenders contained in this paragraph shall be in addition to, and not in lieu of, the rights and remedies contained in the Credit Agreement, the Collateral Documents and as otherwise provided by law.

  • Start-Up Costs The Government of Ontario will provide:

  • Estimated Costs The proposed GMP Change Order shall include separately identified dollar amounts, stated as fixed sums, for Actual Costs as estimated by the Design-Builder for the complete construction of the Project, which amount shall include the all Trade Contract and Subcontract Sums, costs of materials, and any Component Change Order Sums;

  • Program Costs a. The Seller Parties shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO Property. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then, to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereof. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participant, then (1) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2) to the extent the withheld or deducted Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; and

  • Patent Costs Within 30 days after receiving a statement from Stanford, ***** will reimburse Stanford: (A) $ to offset Licensed Patent’s patenting expenses, including any interference or reexamination matters, incurred by Stanford before the Effective Date; and (B) for all Licensed Patent’s patenting expenses, including any interference or reexamination matters, incurred by Stanford after the Effective Date. In all instances, Stanford will pay the fees prescribed for large entities to the United States Patent and Trademark Office.

  • Excess Costs If the Permitted Costs exceeds the Finish Allowance, then Tenant shall pay all such excess costs (“Excess Costs”), provided, however, Landlord will, prior to the commencement of construction of Tenant’s Improvements, advise Tenant of the sum of the Contract Sum and the Construction Management Fee (the “Cost Estimate”). Tenant shall have five (5) business days from and after the receipt of such advice within which to approve or disapprove the Contract Sum and Cost Estimate. If Tenant fails to approve same by the expiration of the fifth such business day, then Tenant shall be deemed to have approved the Proposed Contract Sum and Cost Estimate. If Tenant disapproves the Contract Sum and Cost Estimate within such five (5) business day period, then Tenant shall either reduce the scope of Tenant’s Improvements such that the Contract Sum and Construction Management Fee do not exceed the Finish Allowance or, at Tenant’s option, Landlord shall obtain two (2) additional bids, provided that each day beyond such five (5) business day period and until the rebid is accepted by Tenant shall constitute a Tenant Delay hereunder. The foregoing process shall continue until a Contract Sum and Cost Estimate are accepted or deemed accepted by Tenant. Landlord and Tenant must approve (or be deemed to have approved) the Contract Sum for the construction of Tenant’s Improvements in writing prior to the commencement of construction.

  • Subcontract Costs Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts and this Agreement.

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