Research Program Funding. In consideration for Vertex's performance of its obligations under the Research Program (including its FTE staffing obligations pursuant to Section 2.3), upon the terms and conditions contained herein, Merck shall pay Vertex:
(a) [***] for the period from the Effective Date through December 31, 2004, such payment to be made by Merck in two equal installments of [***], the first of which will be paid within [***] and the second of which will be paid [***]; and
(b) additional research support thereafter at an annual rate of [***] for the balance of the Research Program Term (the "Annual Research Fees"), such payments to be made in equal payments of US [***] per Calendar Quarter, payable in advance, with the first such quarterly payment due on or before [***]. The required payments are based upon the following assumptions: (a) the [***] of FTEs which Vertex will have employed in the Research Program for the portion of the Research Program that ends on [***] (the "Early Period") will be [***]; (b) the [***] of FTEs which Vertex will have employed in the Research Program for the portion of the Research Program beginning on January 1, 2005 and ending upon the termination of the Research Program Term [***]; and (c) the annual rate per FTE is [***]. If the average FTE level for any of the Early Period, Calendar Year 2005, or the remainder of the Research Program Term after Calendar Year 2005 is less than the level specified above for that period (the difference being referred to in this section as an "FTE Shortfall"), then the amount of funding specified above for that period shall be reduced by an amount (the "FTE Shortfall Amount") that bears the same relation to the total funding specified for that period as the FTE Shortfall bears to the projected FTE level for that period. The FTE Shortfall Amount shall be carried over from period to period and applied to compensate Vertex for FTE levels in subsequent periods that exceed the level for those periods as specified above. In any such subsequent period, Vertex shall be entitled to receive out of any remaining FTE Shortfall Amount a payment equal to the value (computed with reference to the FTE rate specified in (c) above) of any FTEs employed in the Research Period in excess of the FTE level specified above for such period.
Research Program Funding. In consideration for its performance of the Research Program, Pfizer will pay Xenogen Cranbury up to Nine Million Dollars ($9,000,000) upon receipt of invoice from Xenogen Cranbury, payable as follows: Within thirty (30) days of the execution of this Agreement, a fee of One Million Dollars ($1,000,000) to be utilized for staffing, administrative and equipment acquisition costs over and above normal on going expenses. Within thirty days of the execution of the Agreement, a fee of One Million Dollars ($1,000,000) to be utilized for Start-UP Costs. On the first business day of each calendar quarter during the first and second years of this Agreement, a payment of *** against Xenogen Cranbury’s invoice for such calendar quarter work to be performed and costs to be incurred in such calendar quarter; On the first business day of each calendar quarter during the third year of this Agreement, a payment of *** against Xenogen Cranbury’s invoice for such calendar quarter work to be performed and costs to be incurred in such calendar quarter; During the third year of this Agreement, payments aggregating up to *** in equal *** CONFIDENTIAL TREATMENT REQUESTED quarterly installments, due on the first business day of each quarter, against Pfizer’s receipt from Xenogen Cranbury during that year of quarterly reports containing Results achieved pursuant to the Research Plan, including detailed data regarding the phenotypic analysis of Transgenic Animals and Xenogen Cranbury’s invoice for such report; and
Research Program Funding. 3.1.1 Pfizer will fund the research to be performed by Rigel, pursuant to the Agreement, according to the following schedule: COMMITMENT YEAR ANNUAL COMMITMENT 1 $2,350,000.00 2 $2,350,000.00 The funding payments of two million three hundred and fifty thousand dollars ($2,350,000.00) shall support the work of the equivalent of ten (10) full time employees ("FTEs") of Rigel.
3.1.2 All funding payments shall be made quarterly in advance for work scheduled to be performed by Rigel during any three (3) month period, against Rigel's invoice for the FTEs allocated to the Research Program for such three (3) month period. Adjustments as necessary to reflect the work actually performed by Rigel shall be made at the end of each three (3) month period and shall be reflected in Rigel's invoice for the next three (3) month period. It is understood that all payments pursuant to this Section are non-creditable and non-refundable. Rigel shall also furnish to Pfizer the name and percent effort of each Rigel employee assigned to perform the Research Plan during each three (3) month period.
3.1.3 The amount of the funding payment for each quarter shall be based on the work in progress pursuant to the applicable Research Plan and the associated annual budget for Research Program personnel (FTEs); provided, however, that the aggregate amount of funding payments made in any commitment year shall not exceed the annual commitment for such commitment year.
3.1.4 Rigel shall keep for three (3) years from the conclusion of the Research Period complete and accurate records of its expenditures of payments received by it pursuant to this Research Agreement. The records shall conform to generally accepted accounting practices (GAAP) as applied to similar companies similarly situated. Pfizer shall have the right at its own expense during the Research Period and during the subsequent three-year period to appoint an independent certified public accountant reasonably acceptable to Rigel to inspect said records to verify the accuracy of the FTE allocation, pursuant to the Research Plan. Upon reasonable notice by Pfizer, Rigel shall make its records available for inspection by the independent certified public accountant during regular business hours at the place or places where such records are customarily kept, to verify the accuracy of the FTE allocation. This right of inspection shall not be exercised more than once in any calendar year and not more than once with respect to records coveri...
Research Program Funding. Fuso shall pay to GenVec funding for the Research Program of seven hundred fifty thousand dollars ($750,000) each year during the Research Program Term. Such amounts shall be paid to GenVec in equal quarterly installments of one hundred eighty-seven thousand five hundred dollars ($187,500), in advance. The initial payment shall be paid within fourteen (14) days from the Effective Date and subsequent payments shall be made on or before the applicable quarterly anniversary of the Effective Date. Such payments shall be made without withholding for taxes or any other charge and, subject to Section 2.6.3, shall be non-refundable.
Research Program Funding. During the period commencing on the Effective Date and continuing until the expiration of the Term, Lilly shall pay ImmunoGen the FTE Cost for the conduct of ImmunoGen Activities on a quarterly basis in arrears. Within [***] days following the last day of each Calendar Quarter during the Term, ImmunoGen shall provide a report and invoice setting forth the aggregate number of hours devoted by ImmunoGen employees in performing ImmunoGen Activities during such Calendar Quarter [***]. Within [***] days from the date of its receipt of each such invoice, Lilly will pay to ImmunoGen the invoice amount due as reimbursement for the ImmunoGen Activities in accordance with Section 5.3 hereof. If Lilly disputes any charge contained in an invoice, it will pay any undisputed amount in accordance with the preceding sentence, and the disputed amount will be addressed under the dispute resolution provisions of Section 11.12 hereof.
Research Program Funding. Alnylam agrees to fund the Research Program during the Research Term. The terms and conditions of such funding are set forth in the budget (the “Budget”) and payment schedule for the Research Program set forth in Exhibit B. Research Program funds will be used by AlCana and UBC solely in the performance of the Research Program for wages, supplies, operating expenses and other expenses as set forth in the Budget.
Research Program Funding. Dainippon shall support RiboGene's costs of conducting the Research Program by making research payments as follows: Due Date Amount -------- ------ Signing of this Agreement US$2,000,000 First Anniversary of this Agreement US$2,000,000 Second Anniversary of this Agreement US$2,000,000 RiboGene shall provide Dainippon with a statement of the details of RiboGene's estimated costs of conducting the Research Program prior to the above payment by Dainippon and quarterly reports describing actual costs and expenses actually incurred at RiboGene. Any costs incurred by RiboGene during the Tail End Period for conducting research activities assigned to it by the Research Committee will be reimbursed by Dainippon. If an installment of the Research Program Funding would have become due on a date after Dainippon gives notice of termination of this Agreement pursuant to Section 11.2, then on such date Dainippon shall pay only such portion of the installment as shall apply to the remaining period of the Research Term which will occur after such date. If any amount of the Research Program Funding already paid by Dainippon hereunder is not used for the Research Program upon termination of this Agreement except for material breach by Dainippon, such unused amount shall be refunded to Dainippon.
Research Program Funding. Juno shall make the following payments to Editas for the research to be conducted under the Research Program: (a) within [**] days after the first day of each [**] month period during the Research Program Term, an amount equal to [**] FTEs, or such other number of FTEs to be devoted by Editas to the conduct of the Research Program and paid for by Juno during such [**] month period as the Parties may have agreed and provided in the Research Plan, as such number may have been increased or decreased in accordance with Section 2.4, multiplied by the FTE Rate; and (b) the costs of one-time specialized reagents, the identity and costs for which are as identified in the Research Plan, not to exceed [**] dollars ($[**]) unless otherwise agreed by the Parties and provided in the Research Plan, within [**] days after presentation of an invoice therefor. In the event that the number of FTEs devoted by Editas to the conduct of the Research Program is adjusted in accordance with Section 2.4 during any [**] month period during the Research Program Term so that such number is more or less than the forecasted number of FTEs on which Juno’s payment for such [**] month period was based under Section 6.2(a), then the following shall apply: (1) in the event such number is less than the forecasted number and results in an overpayment by Juno, Juno may deduct the amount of such overpayment from any future amounts payable to Editas under Section 6.2(a), provided that if no further payments are due under Section 6.2(a), Editas shall refund such overpayment within [**] days after presentation of an invoice therefor; and (2) in the event such number is more than the forecasted number and results in an underpayment by Juno, Juno shall pay such additional amounts to cure such underpayment within [**] days after presentation of an invoice therefor.
Research Program Funding. During the Research Program Term, Fuso agrees to spend an aggregate of one million dollars ($1,000,000) per year on funding for the Research Program.
(a) Two hundred fifty thousand dollars ($250,000) of such total shall be expended by Fuso each year on research conducted in Japan with regard to the Research Program, all or a portion of which will be used to sponsor research in the laboratory of Dr. Ohno pursuant to Section 2.1.4(b) above, and a portion of which may be used by Fuso to conduct research at its facility.
(b) Fuso shall pay to GenVec the remaining seven hundred fifty thousand dollars ($750,000) per year for the Research Program. Such amounts shall be used by GenVec for its direct and indirect costs incurred in connection with Research Program activities approved by the Steering Committee, including, without limitation, research and development activities by GenVec, sponsored research at DFCI the supply by GenVec (subject to Section 6.2 below) of Collaboration Products for the conduct of clinical trials (including clinical trials in Japan) pursuant to the applicable Development Plan, the preparation and transfer of documents in support of clinical trials of Collaboration Products in Japan, patent prosecution by GenVec, travel and management expenses related to the Research Program, and general support of technology development by GenVec.
(c) The parties anticipate that the amount of the funding provided in Sections 2.3.1(a) and (b) above will support the activities to be conducted in connection with the Research Program with the goal of identifying and commencing the development of * and filing an application for authorization for *. It is understood and agreed that GenVec shall have no obligation to expend any amount on the Research Program in excess of the amounts paid by Fuso to GenVec for the conduct of the Research Program. GenVec shall use reasonable efforts to conduct the Research Program activities approved by the Steering Committee in a cost efficient manner consistent with the Research Program budget and GenVec's customary practices.
Research Program Funding. Unless the Research Program is terminated pursuant to Section 2.2, (a) Regeneron shall pay Adicet an annual research funding fee of five million Dollars ($5,000,000) on each of the first and second anniversaries of the Effective Date, (b) Regeneron shall pay Adicet the additional one-time fee of [***] upon the filing of the first IND for a Collaboration ICP, provided that such IND filing occurs on or before [***]; and (c) Regeneron shall pay Adicet the additional one-time fee of [***] upon the designation by Adicet of a second Collaboration ICP as a clinical product candidate hereunder meeting the candidate declaration criteria set forth on Schedule 7 and the request by Adicet of a meeting with a Regulatory Authority regarding such ICP, provided that such designation and request occurs on or before [***]. Adicet shall submit to Regeneron an invoice for each payment and Regeneron shall remit payment by the later of the date specified in the preceding sentence or ten (10) Business Days after receipt of such invoice, except that if the milestone in clause (c) in the previous sentence is achieved prior to [***], Regeneron shall not be obligated to make the payment associated with such milestone until [***]. Adicet shall use the research funding fees it receives from Regeneron pursuant to this Section 14.2 to fund activities related to the Research Program.
1.16 The first sentence of Section 14.3(a) is amended to read in full as follows: For each Quarter during the applicable Royalty Term, Adicet shall pay non-refundable, non-creditable royalties to Regeneron on Net Sales of Adicet Royalty Products or Mice Derived Adicet ICP Product incorporating a Mice Derived Adicet Targeting Moiety covered by the second sentence of Section 1.92 during such Quarter (and for clarity, Section 14.6 shall not apply), on a Collaboration Target-by-Collaboration Target basis, equal to the following percentage of Net Sales:
1.17 The Agreement is amended to add Section 16.1(g), immediately following 16.1(f):
