Research Expenses. 3.1 Company shall bear such costs and expenses (including, without limitation, University’s general administration costs) necessary for or relating to the conduct of the Research Project as set forth in Schedule A (the “Research Expenses”).
3.2 Unless otherwise agreed by the Parties, Company shall pay the Research Expenses to University within [sixty days from the date of this Agreement] or [on or before the due date set forth in the applicable invoice issued by University]. All payments by Company hereunder shall be made by wire transfer to the bank account as instructed separately by University.
3.3 In the event of early termination of this Agreement or discontinuation of the Research Project pursuant to Article 16, Company shall pay all Research Expenses which have been incurred by University up to the date of such termination or discontinuation.
3.4 All payments by Company hereunder shall be made without any withholding or deductions unless withholding is required by applicable laws. If any taxes are withheld under applicable laws, Company shall forthwith pay such additional amount as is necessary to ensure that the net amount actually received by University is equal to the amount that University would have received as if no tax had been withheld.
Research Expenses. The Oil Costs, with the exception of the Costs related to fixed assets, shall be recoverable and deductible starting in their year of implementation or according to the choice of the Contractor at an annual rate of amortization chosen by the latter and applicable according to the system of straight-line amortization. In particular, for the purposes of the recovery of the Oil Costs provided in Article 21.1 of the Contract and for the determination of the net taxable profit of the Contractor, research expenses for Hydrocarbons incurred by the Contractor including in particular geological and geophysical expenses and the exploration drilling expenses (except for the productive exploration drilling expenses, which shall be capitalized) shall be considered as being recoverable and deductible charges in their entirety starting in their year of implementation or may be amortized according to a system of amortization chosen by the Contractor.
Research Expenses. COMPANY shall bear the direct costs, indirect costs and resident fee (i.e. acceptance fee of the resident researcher set forth in Article 4.3, if any) respectively specified in (i), (ii) and (iii) of Section 8 of the Research Program (hereinafter referred to as the "Research Expenses"). COMPANY shall pay the Research Expenses in accordance with the applicable invoice issued by TU by the due date of payment prescribed in said invoice. All bank fees required for and taxes to be imposed on the payment of the Research Expenses shall be borne by COMPANY, and these amounts shall not be deducted by COMPANY from the invoiced amount of the Research Expenses. If COMPANY fails to pay the Research Expenses by the due date of payment, COMPANY shall be obligated to pay late charges calculated at the rate of five percent (5%) per annum in accordance with the number of days from the day following the due date for payment to the day on which the payment is actually made. TU shall be responsible for carrying out accounting of the Research Expenses. COMPANY may review accounting records and documents kept by TU with respect to the Research Expenses during the term of this Agreement and for three (3) years following any termination of this Agreement. Upon completion or discontinuation of the Joint Research, all the unused balance of the direct costs, if any, may be refunded to COMPANY by TU, at the request of COMPANY. TU shall not be obligated to refund the indirect costs and resident fee to COMPANY in any case. If a shortage of the Research Expenses is expected as a result of an extension of the research period, the parties hereto shall discuss and determine whether COMPANY should pay the amount covering the shortage to TU.
Research Expenses. All expenses of the Research shall be borne by the Party incurring such expenses without contribution from or offset by the other Party, unless otherwise agreed in writing by the Parties or expressly provided herein.
Research Expenses. Except as otherwise expressly provided by this Agreement, each Party shall bear its own internal research, development and regulatory costs.
Research Expenses. Nuvelo will reimburse Archemix for the Minimum FTE Funding Requirement per year during each Contract Year during the Research Program Term of this Agreement. Nuvelo shall pay twenty five percent (25%) of the annual Minimum FTE Funding Requirement for each Contract Year quarterly in advance; provided that, in the event that an approved Research Plan sets forth a number of FTE’s higher than those indicated in the Minimum FTE Funding Requirement, then Nuvelo shall pay quarterly in advance twenty five percent (25%) of the annual FTE funding requirement based on the number of FTEs set forth in the Research Plan.
Research Expenses. Elanco shall reimburse Intrexon for its incurred Intrexon Research Costs [*****] subject to adjustments in accordance with Section 4.1(c)(ii) or (iii).
Research Expenses. COMPANY shall bear the direct costs and indirect costs respectively specified in (i) and (ii) of Section 7 of the Research Program (hereinafter referred to as the "Research Expenses"). COMPANY shall pay the Research Expenses in accordance with the applicable invoice issued by TU by the due date of payment prescribed in said invoice. All bank fees required for and taxes to be imposed on the payment of the Research Expenses shall be borne by COMPANY, and these amounts shall not be deducted by COMPANY from the invoiced amount of the Research Expenses. If COMPANY fails to pay the Research Expenses by the due date of payment, COMPANY shall be obligated to pay late charges calculated at the rate of five percent (5%) per annum in accordance with the number of days from the day following the due date for payment to the day on which the payment is actually made. TU shall be responsible for carrying out accounting of the Research Expenses. COMPANY may review accounting records and documents kept by TU with respect to the Research Expenses during the term of this Agreement and for three (3) years following any termination of this Agreement. Upon completion or discontinuation of the Sponsored Research, all the unused balance of the direct costs, if any, may be refunded to COMPANY by TU, at the request of COMPANY. TU shall not be obligated to refund the indirect costs to COMPANY in any case. If a shortage of the Research Expenses will be expected as a result of an extension of the research period, the parties hereto shall discuss and determine whether COMPANY should pay the amount covering the shortage to TU.
Research Expenses. 3.8.1 Zymeworks and Merck shall each bear all expenses associated with their respective duties under Section 3 of this Agreement, except as expressly set forth below and further specified in Attachment 3.8, Budget and Payment Schedule, attached to this Agreement.
3.8.2 Subject to the payment provisions in this Section 3.8, Merck shall pay Zymeworks up to […***…] USD ($[…***…]) in accordance with the Budget and Payment Schedule set forth in Attachment 3.8 for performance of Zymework’s activities set forth in the Antibody Development Work Plan. Zymeworks shall be solely responsible for any amounts owed to Third Parties engaged by Zymeworks pursuant to Section 3.1.1(c).
3.8.3 To the extent that the amounts paid to Zymeworks for goods or services to be provided under this Section 3.8 are subject to any sales, use, rental, personal property, value added or any other taxes, payment of said taxes is Zymeworks’ responsibility, subject to any applicable exemption entitlement. Zymeworks shall be liable for any and all taxes on any and all income it receives from Merck under this Section 3.8.
3.8.4 All amounts invoiced pursuant to this Section 3.8 shall be paid to Zymeworks within […***…] calendar days following receipt of such original invoice together with the following information: (i) the applicable purchase order number under which the service was performed, (ii) the amount due, (iii) the calculation of such amount due, and (iv) applicable supporting documentation. The purchase order number is required for payment. All invoices shall be directed as indicated in Attachment 3.8 for payment. Merck shall have the right to make a reasonable request for additional information from Zymeworks for the purposes of determining the sufficiency of the service performed and the amount, and Zymeworks shall respond to such request promptly and reasonably. Merck may dispute any invoiced amount by providing written notice to Zymeworks within […***…] of receipt of the applicable invoice. Merck is not obligated to pay any invoiced amount that is the subject of a good faith dispute until such dispute is resolved, provided that Merck pays any undisputed invoiced amount. Once an invoice dispute is resolved, the invoice shall be paid within […***…] calendar days of such resolution.
Research Expenses. The costs of conducting each Research Plan shall be as follows:
3.10.1 In relation to the [***] Licensed Targets each Party shall be solely responsible for the costs and expenses incurred by such Party in connection with the performance of the Development activities assigned to such Party under and in accordance with each Research Plan and applicable Research Budget, except that [***] that are [***] shall be reimbursed [***] in advance.
3.10.2 In relation to the [***] Licensed Target, [***] shall reimburse [***] for [***] utilized in performance of activities under the relevant Research Plan in accordance with the Research Budget attached to the relevant Research Plan. In the event that [***] reasonably expects that it will incur any costs, fees or expenses in any Quarter in excess of [***] ([***]%) above the Research Budget for such Quarter with respect to any Research Plan, then [***] shall notify the JSC in writing thereof, and upon receipt of such notice the JSC may approve any amendment to the applicable Research Budget to cover any such excess costs, fees or expenses. In the event that the JSC delays, conditions or refuses its consent to approve any such amendment then [***] shall not be liable for any delay or failure to perform such activities under the applicable Research Plan, for which such costs, fees or expenses are required to be incurred. Any overspend in any Quarter which constitutes an increase of [***] ([***]%) or below over the Research Budget for such Quarter will be automatically deemed to be approved by the JSC. In the event of any underspend of the Research Budget by [***], then [***] shall be entitled to carry such underspend forward to subsequent Quarters. Based on the information currently available to it, [***] estimates that total resource requirements up to IND filing will be a maximum of [***] ([***]) FTE per Research Plan.
