Common use of Research Funding Clause in Contracts

Research Funding. (a) During each Collaboration Term and in connection with any wind-down activities contemplated by Section 13.4. Gilead shall reimburse Hookipa for all Out-of-Pocket Costs actually incurred (with no markup) by Hookipa in connection with the applicable Program, to the extent specifically contemplated in the applicable Research Plan and in accordance with the applicable Research Budget. Gilead shall reimburse the undisputed amount of such Out-of-Pocket Costs incurred in a [***] within [***] days after receipt from Hookipa of an invoice therefor issued within [***] days after the end of such [***]. (b) During each Collaboration Term for a Program, Gilead shall reimburse Hookipa at the FTE Rate for the costs of any FTEs (not to exceed the number of FTEs specified in the applicable Research Plan for such Program for any period without first obtaining, in each case, Gilead’s prior written consent) actually performing activities allocated to Hookipa under such Research Plan. Hookipa shall provide to Gilead, within [***] days after the end of each [***] during each Collaboration Term, a report indicating the number of FTEs actually provided by Hookipa with respect to each Program during such [***], Hookipa shall use standard industry systems and processes to record the number of hours and FTEs actually applied to each Program, which systems and processes shall be consistently and equitably applied to all Hookipa research programs with Third Parties. Gilead shall reimburse Hookipa the undisputed amount for such FTE costs incurred in a [***] within [***] days after receipt from Hookipa of an invoice therefor issued within [***] days after the end of each [***]. (c) For clarity, Gilead shall not be obligated to reimburse Hookipa for any costs or expenses incurred by Hookipa in the course of its activities under the Programs, other than: (i) those costs and expenses expressly identified in this Section 9.6 or elsewhere in this Agreement; (ii) reimbursement for the supply of Licensed Products to Gilead in accordance with the terms of any supply agreement entered into by the Parties pursuant to Section 7.2; or (iii) any other costs and expenses approved by Gilead in writing in advance.

Research Funding. (a) During each Collaboration Term and in connection with any wind-down activities contemplated by Section 13.4. Gilead shall reimburse Hookipa for all Out-of-Pocket Costs actually incurred (with no markup) by Hookipa in connection with Alnylam will fund 100% of the applicable Program, to costs of conducting the extent specifically contemplated in the applicable Research Plan and Program in accordance with the applicable Research Plan (collectively, the “Research Costs”) to the extent that such Research Costs are incurred under the Budget. Gilead shall reimburse the undisputed amount of such Out, including without limitation FTEs (whether employed by Isis or Alnylam) plus any out-of-Pocket Costs incurred pocket expenses specified in a the Research Plan. By [***] ], 2009 with respect to the second Calendar Quarter of 2009 and thereafter within [**] Days following [**] days after receipt from Hookipa of an invoice therefor issued within each Calendar Quarter, Alnylam will pay Isis [**] for the Alnylam-funded Isis FTEs assigned to the Research Program for such Calendar Quarter (a prorated amount shall be payable for any portion of a Calendar Quarter). With respect to any work to be performed in support of the Research Program during the [**] days after following the end of such Restatement Date, if the Parties have not agreed on an initial Research Plan, then Alnylam will make [***]. (b) During each Collaboration Term for a Program, Gilead shall reimburse Hookipa at the FTE Rate for the costs of any FTEs (not to exceed the number of FTEs specified in the applicable Research Plan ] payments for such Program for any period without first obtaining, in each case, Gilead’s prior written consent) actually performing activities allocated to Hookipa under such Research Plan. Hookipa shall provide to Gilead, within work based on [**] Isis FTEs. No later than [**] days after following the end of each [***] during each Collaboration TermCalendar Quarter, Isis will provide Alnylam with a report indicating of the number of FTEs actually provided assigned to the Research Program with a summary of the FTEs who performed under the Research Program (“Actual FTE Costs”) and a reasonably detailed accounting of all other Research Costs actually incurred by Hookipa with respect to each Program Isis during such Calendar Quarter (“Actual External Costs”). Alnylam shall not be responsible for any Research Costs incurred by Isis that exceed the [***], Hookipa shall use standard industry systems and processes to record the number of hours and FTEs actually applied to each Program, which systems and processes shall be consistently and equitably applied to all Hookipa research programs with Third Parties. Gilead shall reimburse Hookipa the undisputed ] amount for such FTE costs incurred in a [***] within [***] days after receipt from Hookipa of an invoice therefor issued within [***] days after the end of each [***]. (c) For clarity, Gilead shall not be obligated to reimburse Hookipa for any costs or expenses incurred by Hookipa in the course of its activities under Budget for the Programswork specified in the Research Plan to be conducted by Isis (“Excess Amount”), other than: unless the RMC approves an amendment to the Budget to include such Excess Amount. Similarly, (i) those costs Alnylam will promptly provide Isis a summary of the Alnylam FTEs who performed under the Research Program for a given Calendar Quarter and expenses expressly identified in this Section 9.6 or elsewhere in this Agreement; a reasonably detailed accounting of all other Research Costs actually incurred by Alnylam during such Calendar Quarter, and (ii) reimbursement Research Costs incurred by Alnylam that exceed the total amount in the Budget for the supply work specified in the Research Plan to be conducted by Alnylam will not reduce the amounts committed in the Budget to fund Isis’ Research Costs. In addition, upon reasonable request, each Party shall provide the other Party with reasonable documentation of Licensed Products to Gilead in accordance Research Costs incurred by such Party during the Research Term and shall grant the other Party reasonable audit rights consistent with the terms of any supply agreement entered into by the Parties pursuant to set forth in Section 7.2; or (iii) any other costs and expenses approved by Gilead 9.3 in writing in advanceconnection with such Research Costs.

Research Funding. During the Term and subject to the terms and conditions of this Agreement, CELTIC shall bear the reasonable and documented costs and expenses of the Collaboration Work (the “Research Expenses”) as set forth in this Section 2.6. (a) During each The Steering Committee shall, prior to commissioning any Collaboration Term Work to a Party, solicit such Party’s good faith estimate as to (i) the actual dollar amount of Research Expenses that would be incurred by such Party in performing such Collaboration Work and (ii) how long it would take such Party to perform such Collaboration Work. Such Party shall, promptly after the Steering Committee’s solicitation therefor, report such good faith estimate in connection with any wind-down activities contemplated by Section 13.4. Gilead shall reimburse Hookipa for all Out-of-Pocket Costs actually incurred (with no markup) by Hookipa in connection with the applicable Program, writing to the extent specifically contemplated Steering Committee, and, if such good faith estimate is accepted by the Steering Committee in the applicable Research Plan writing, then such Party shall perform such Collaboration Work for such amounts and in accordance with the applicable Research Budget. Gilead shall reimburse the undisputed amount of during such Out-of-Pocket Costs incurred in a [***] within [***] days after receipt from Hookipa of an invoice therefor issued within [***] days after the end of such [***]time period. (b) During each Collaboration Term Upon reasonable written notice to NTI, CELTIC shall have the right, either itself or using CELTIC’s independent certified public accountants, to audit those books and records as may be necessary to verify the accuracy of the reports furnished by NTI to CELTIC pursuant to Section 2.9. If an independent certified public accountant is used by CELTIC for a Programthe conduct of such audits, Gilead the report prepared by such independent public accountant shall reimburse Hookipa be provided to NTI at the FTE Rate for same time it is sent or otherwise provided to CELTIC and shall contain the costs conclusions of the independent public accountant regarding the audit. In the event an audit conducted by an independent public accountant concludes there has been any FTEs overpayment by CELTIC, NTI shall remit to CELTIC within thirty (not to exceed the number of FTEs specified in the applicable Research Plan for such Program for any period without first obtaining, in each case, Gilead’s prior written consent30) actually performing activities allocated to Hookipa under such Research Plan. Hookipa shall provide to Gilead, within [***] days after NTI’s receipt of the end of each [***] during each Collaboration Termauditor’s report, a report indicating the number of FTEs actually provided by Hookipa with respect to each Program during such [***], Hookipa shall use standard industry systems and processes to record the number of hours and FTEs actually applied to each Program, which systems and processes shall be consistently and equitably applied to all Hookipa research programs with Third Parties. Gilead shall reimburse Hookipa the undisputed amount for such FTE costs incurred in a [***] within [***] days after receipt from Hookipa of an invoice therefor issued within [***] days after the end of each [***]. (c) For clarity, Gilead shall not be obligated to reimburse Hookipa for any costs or expenses incurred by Hookipa in the course of its activities under the Programs, other than: (i) those costs the amount of such overpayment and expenses expressly identified in this Section 9.6 or elsewhere in this Agreement; (ii) reimbursement if such overpayment exceeds five percent (5%) of the total amount paid or payable for the supply of Licensed Products to Gilead in accordance with calendar year then being audited, the terms of any supply agreement entered into by the Parties pursuant to Section 7.2; or (iii) any other costs reasonable fees and expenses approved of CELTIC in commissioning or performing such audit, subject to reasonable substantiation. Any NTI information received or obtained by Gilead CELTIC in writing in advanceconnection with an audit under this Section 2.6 is Confidential Information for purposes of Section 8.1.

Research Funding. Pfizer will make the following one-time payments (aeach a “Preclinical Milestone Payment”) During each Collaboration Term and in connection with any windto Collaborator within forty-down activities contemplated by Section 13.4. Gilead shall reimburse Hookipa for all Out-of-Pocket Costs actually incurred five (with no markup45) by Hookipa in connection with days of receipt of invoice from Collaborator upon the first achievement of the applicable Programevent listed below for the Research Plans for each Infectious Disease Target (each, to the extent specifically contemplated in the applicable Research Plan and in accordance with the applicable Research Budgeta “Preclinical Milestone Event”). Gilead shall reimburse the undisputed amount of such Out-of-Pocket Costs incurred in a [***] within [***] days after receipt from Hookipa of an invoice therefor issued within [***] days after the end of such [***]. (b) During each Collaboration Term for a Program, Gilead shall reimburse Hookipa at the FTE Rate for the costs of any FTEs (not to exceed the number of FTEs specified in the applicable Research Plan for such Program for any period without first obtaining, in each case, Gilead’s prior written consent) actually performing activities allocated to Hookipa under such Research Plan. Hookipa shall provide to Gilead, within [***] days after the end of each [***] during each Collaboration Term, a report indicating the number of FTEs actually provided by Hookipa with respect to each Program during such [***], Hookipa shall use standard industry systems and processes to record the number of hours and FTEs actually applied to each Program, which systems and processes shall be consistently and equitably applied to all Hookipa research programs with Third Parties. Gilead shall reimburse Hookipa the undisputed amount for such FTE costs incurred in a [***] within [***] days after receipt from Hookipa of an invoice therefor issued within [***] days after the end of each [***]. ] [***] Pfizer will make the following one-time Preclinical Milestone Payments to Collaborator within forty-five (c45) For claritydays of receipt of invoice from Collaborator upon the first achievement of the applicable Preclinical Milestone Event listed below for the Research Plans for each cancer Target. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Collaborator shall be solely responsible for all expenses it incurs in performing its obligations under the Research Program; provided, Gilead shall not be obligated however, that if Pfizer requests changes or additions to reimburse Hookipa for any costs the Research Plan that cause additional fees or expenses (including but not limited to cost of labor) to be incurred by Hookipa Collaborator, then the Parties shall agree in advance on the course amount of its activities under the Programs, other than: (i) those costs such additional fees and expenses expressly identified in this Section 9.6 or elsewhere in this Agreement; (ii) reimbursement and Pfizer shall pay Collaborator for the supply of Licensed Products to Gilead in accordance with the terms of any supply agreement entered into by the Parties pursuant to Section 7.2; or (iii) any other costs such additional fees and expenses approved within forty-five (45) days following Pfizer’s receipt of an invoice therefor. Upon completion of a Preclinical Milestone Event, Collaborator will submit an invoice which shall be accompanied by Gilead in writing in advancereasonable supporting documentation evidencing achievement of the Preclinical Milestone Event and Pfizer will pay Collaborator within forty-five (45) days following Pfizer’s receipt of each such properly documented invoice.

Research Funding. (a) During each Collaboration Term and in connection with any wind-down activities contemplated by Section 13.4. Gilead shall reimburse Hookipa for all Out-of-Pocket Costs actually incurred (with no markup) by Hookipa in connection with Alnylam will fund 100% of the applicable Program, to costs of conducting the extent specifically contemplated in the applicable Research Plan and Program in accordance with the applicable Research Plan (collectively, the “Research Costs”) to the extent that such Research Costs are incurred under the Budget. Gilead shall reimburse the undisputed amount of such Out, including without limitation FTEs (whether employed by Isis or Alnylam) plus any out-of-Pocket Costs incurred pocket expenses specified in a the Research Plan. By [***] ], 2009 with respect to the second Calendar Quarter of 2009 and thereafter within [***] days after receipt from Hookipa Days following [***] each Calendar Quarter, Alnylam will pay Isis [***] for the Alnylam-funded Isis FTEs assigned to the Research Program for such Calendar Quarter (a prorated amount shall be payable for any portion of an invoice therefor issued within a Calendar Quarter). With respect to any work to be performed in support of the Research Program during the [***] days after following the end of such Restatement Date, if the Parties have not agreed on an initial Research Plan, then Alnylam will make [***]. (b) During each Collaboration Term for a Program, Gilead shall reimburse Hookipa at the FTE Rate for the costs of any FTEs (not to exceed the number of FTEs specified in the applicable Research Plan ] payments for such Program for any period without first obtaining, in each case, Gilead’s prior written consent) actually performing activities allocated to Hookipa under such Research Planwork based on [***] Isis FTEs. Hookipa shall provide to Gilead, within No later than [***] days after following the end of each Calendar Quarter, Isis will provide Alnylam with a report of the number of FTEs actually assigned to the Research Program with a summary of the FTEs who performed under the Research Program (“Actual FTE Costs”) and a reasonably detailed accounting of all other Research Costs actually incurred by Isis during such Calendar Quarter (“Actual External Costs”). Alnylam shall not be responsible for any Research Costs incurred by Isis that exceed the [***] during each Collaboration Term, a report indicating the number of FTEs actually provided by Hookipa with respect to each Program during such [***], Hookipa shall use standard industry systems and processes to record the number of hours and FTEs actually applied to each Program, which systems and processes shall be consistently and equitably applied to all Hookipa research programs with Third Parties. Gilead shall reimburse Hookipa the undisputed amount for such FTE costs incurred in a [***] within [***] days after receipt from Hookipa of an invoice therefor issued within [***] days after the end of each [***]. (c) For clarity, Gilead shall not be obligated to reimburse Hookipa for any costs or expenses incurred by Hookipa in the course of its activities under Budget for the Programswork specified in the Research Plan to be conducted by Isis (“Excess Amount”), other than: unless the RMC approves an amendment to the Budget to include such Excess Amount. Similarly, (i) those costs Alnylam will promptly provide Isis a summary of the Alnylam FTEs who performed under the Research Program for a given Calendar Quarter and expenses expressly identified in this Section 9.6 or elsewhere in this Agreement; a reasonably detailed accounting of all other Research Costs actually incurred by Alnylam during such Calendar Quarter, and (ii) reimbursement Research Costs incurred by Alnylam that exceed the total amount in the Budget for the supply work specified in the Research Plan to be conducted by Alnylam will not reduce the amounts committed in the Budget to fund Isis’ Research Costs. In addition, upon reasonable request, each Party shall provide the other Party with reasonable documentation of Licensed Products to Gilead in accordance Research Costs incurred by such Party during the Research Term and shall grant the other Party reasonable audit rights consistent with the terms of any supply agreement entered into by the Parties pursuant to set forth in Section 7.2; or (iii) any other costs and expenses approved by Gilead 9.3 in writing in advanceconnection with such Research Costs.

Research Funding. ​ (a) During each Collaboration Term and in connection with any wind-down activities contemplated by Section 13.4. Gilead shall reimburse Hookipa for all Out-of-Pocket Costs actually incurred (with no markup) by Hookipa in connection with the applicable Program, to the extent specifically contemplated in the applicable Research Plan and in accordance with the applicable Research Budget. Gilead shall reimburse the undisputed amount of such Out-of-Pocket Costs incurred in a [***] within [***] days after receipt from Hookipa of an invoice therefor issued within [***] days after the end of such [***]. (b) During each Collaboration Term for a Program, Gilead shall reimburse Hookipa at the FTE Rate for the costs of any FTEs (not to exceed the number of FTEs specified in the applicable Research Plan for such Program for any period without first obtaining, in each case, Gilead’s prior written consent) actually performing activities allocated to Hookipa under such Research Plan. Hookipa shall provide to Gilead, within [***] days after the end of each [***] during each Collaboration Term, a report indicating the number of FTEs actually provided by Hookipa with respect to each Program during such [***], Hookipa shall use standard industry systems and processes to record the number of hours and FTEs actually applied to each Program, which systems and processes shall be consistently and equitably applied to all Hookipa research programs with Third Parties. Gilead shall reimburse Hookipa the undisputed amount for such FTE costs incurred in a [***] within [***] days after receipt from Hookipa of an invoice therefor issued within [***] days after the end of each [***].. ​ (c) For clarity, Gilead shall not be obligated to reimburse Hookipa for any costs or expenses incurred by Hookipa in the course of its activities under the Programs, other than: (i) those costs and expenses expressly identified in this Section 9.6 or elsewhere in this Agreement; (ii) reimbursement for the supply of Licensed Products to Gilead in accordance with the terms of any supply agreement entered into by the Parties pursuant to Section 7.2; or (iii) any other costs and expenses approved by Gilead in writing in advance.. ​

Research Funding. (a) During each Collaboration Term and in connection with any wind-down activities contemplated In consideration of the performance by Section 13.4. Gilead shall reimburse Hookipa ImmunoGen of the Research Program, Centocor will pay ImmunoGen for all Out-of-Pocket Costs actually incurred (with no markup) FTEs used by Hookipa ImmunoGen in connection with the applicable Program, such Research Program and pursuant to the extent specifically contemplated Research Budget, as described in the applicable Research Plan and/or agreed to by the Parties, at a rate per FTE equal to the FTE Rate. From time to time after the Effective Date, the Parties shall agree in writing upon the number of FTEs required of ImmunoGen for agreed-upon portions of the Research Program and Centocor shall pay the FTE Cost for the FTEs reflected in accordance with such written agreement. If, at any time during the applicable Research Budget. Gilead Term of this Agreement, ImmunoGen determines that the actual number of FTEs for a particular period agreed to by the Parties is [******] to [******] by [********] the FTE number set forth in such written agreement for such period, ImmunoGen shall reimburse give Centocor prompt written notice of same and the undisputed amount of such Out-of-Pocket Costs incurred Parties shall discuss in a good faith whether to [********] the [***] within [***] days after receipt from Hookipa of an invoice therefor issued within [***] days after the end of such [***]. (b) During each Collaboration Term for a Program, Gilead shall reimburse Hookipa at the FTE Rate for the costs of any FTEs (not *****] or to exceed the number of FTEs specified in the applicable Research Plan for such Program for any period without first obtaining, in each case, Gilead’s prior written consent) actually performing activities allocated to Hookipa under such Research Plan. Hookipa shall provide to Gilead, within [********] days after the end of each [********] during each Collaboration Termto be [********], a report indicating the number of FTEs actually provided by Hookipa with respect to each Program during such that such [***], Hookipa shall use standard industry systems and processes to record the number of hours and FTEs actually applied to each Program, which systems and processes shall be consistently and equitably applied to all Hookipa research programs with Third Parties. Gilead shall reimburse Hookipa the undisputed amount for such FTE costs incurred in a *********] are [********] within ImmunoGen will maintain complete and accurate records which are relevant to its expenditure of Research Program funding provided to it by Centocor pursuant to this Article 5.3 as well as the purchase of any dedicated Equipment pursuant to Section 4.4 hereof. At the request of Centocor, upon at least [********] days after receipt from Hookipa of business days’ prior written notice, but no more often than once per year, and at its sole expense (except as otherwise provided herein), ImmunoGen shall permit an invoice therefor issued within independent certified public accountant reasonably selected by Centocor and reasonably acceptable to ImmunoGen to inspect (during regular business hours) the relevant records required to be maintained by ImmunoGen under this Section 5.2. At Centocor’s request, the accountant shall be entitled to audit the then-preceding [***] days after the end of each [***]. (c) For clarity] years of ImmunoGen’s records for purposes of verifying ImmunoGen’s records concerning FTEs. To the extent requested by ImmunoGen, Gilead the accountant shall not be obligated enter into a confidentiality agreement with both Parties substantially similar to reimburse Hookipa for any costs or expenses incurred the provisions of Section 6 limiting the disclosure and use of such information by Hookipa in such accountant to authorized representatives of the course of its activities under Parties and the Programs, other than: (i) those costs and expenses expressly identified in purposes germane to this Section 9.6 or elsewhere in 5.2. The results of any such audit shall be made available to both Parties and shall be binding on both Parties. Centocor agrees to treat the results of any such accountant’s review of ImmunoGen’s records under this Agreement; (ii) reimbursement for the supply Section 5.2 as Confidential Information of Licensed Products ImmunoGen subject to Gilead in accordance with the terms of Section 6. If any supply agreement entered into such audit reveals that the actual FTEs expended by ImmunoGen are less than the Parties pursuant amount of FTEs ImmunoGen indicated was expended, ImmunoGen shall promptly pay Centocor the amount of overpayment (plus interest thereon at the rate provided in Section 5.7 above) made by Centocor with respect to such FTEs and if any such audit reveals that the actual FTEs expended by ImmunoGen was in excess of the amount of FTEs ImmunoGen indicated was expended, Centocor shall promptly pay ImmunoGen the amount of underpayment (plus interest thereon at the rate provided in Section 7.2; or (iii5.7 above) any other costs and expenses approved by Gilead in writing in advancewith respect to such FTEs.