Common use of Research Program Funding Clause in Contracts

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 Vertex's ARRIS’s performance of its obligations under the Research Program (including its FTE staffing obligations pursuant Program, and subject to Section 2.3), upon the terms and conditions contained herein, Merck MERCK shall pay VertexARRIS: (a) For the First Year of the Research Program Term: an amount equal to [***] (representing [***] per Full Time Equivalent (“FTE”) for the period from the Effective Date through December 31[***]), 2004, such payment to be made by Merck payable in two four equal quarterly installments of [***], the ] each. 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 such quarterly installment of [***] for shall be due upon execution of this Agreement by both parties. The remaining three such quarterly installments of [***] each shall be due on the balance first day of the respective three month period, i.e., on February 1, 1997, May 1, 1997 and August 1, 1997. Should the parties agree to amend the Research Program Term (to require [***] additional FTEs during the "Annual Research Fees")First Year, the additional payment for such payments to be made in FTE(s) shall equal payments of US [***] per Calendar Quarter, payable in advance, with the first such quarterly payment due on or before [***]FTE. The required payments are based upon the following assumptions: (a) the [***] of FTEs which Vertex will have employed in indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Research Program for Securities and Exchange Commission. (b) For the portion Second Year of the Research Program that ends on Term: an amount equal to [***] (the "Early Period") will be representing [***] per FTE for [***]; (b) the ), payable in four quarterly installments of [***] each. Such quarterly installments shall be due on the first day of FTEs which Vertex will have employed in the respective three month period, i.e., on November 1, 1997, February 1, 1998, May 1, 1998 and August 1, 1998. If the JRC determines to accelerate the Research Program during the Second Year by requiring up to as many as [***] during the Second Year, the parties shall amend the Research Program accordingly and the additional payment for the portion such FTE(s) shall equal [***] per FTE. (c) For any Third Year of the Research Program beginning on January 1, 2005 and ending upon the termination of Term: If the Research Program Term is extended for a Third Year as set forth in Section 2.8 above, payments for such Third Year shall equal [***]; 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 periodrequired FTE.

Research Program Funding. In consideration for Vertex's performance of its obligations under Amgen shall fund and Array shall conduct the Research Program Program(s) at the following effort levels (including its FTE staffing obligations pursuant "Funding Commitment"): 5.1.1 Beginning on November 1, 2001, Amgen shall provide funding to Section 2.3), upon the terms and conditions contained herein, Merck shall pay Vertex: (a) Array for [***] 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 performing activities under the Research Program Term (the "Annual Research Fees")Programs or pursuant to Section 5.7 below, 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) through the [***] of FTEs which Vertex will have employed in the Research Program for Initial Term. [***] CONFIDENTIAL TREATMENT OF REDACTED PORTIONS HAS BEEN REQUESTED 5.1.2 Each Array Researcher FTE allocated to the portion Research Program under the Research Plan will be funded by Amgen during the Initial Term at a rate [***] and, if the term of the Research Program that ends on is extended for an [***] pursuant to Section 2.10.1, each Array Researcher FTE allocated to the Research Program under a Research Plan, or performing activities pursuant to Section 5.7 below, will be funded by Amgen at a mutually-agreed rate [***] (the "Early PeriodFTE Rate") will ). 5.1.3 Payment by Amgen to Array for the first quarter of the Research Program shall be made within [***] days after the Effective Date. Thereafter payments shall be made by Amgen to Array quarterly, in advance, within [***] days after receipt of an invoice from Array which sets forth the actual Array Researcher FTEs from the previous quarter and the estimated FTEs for the upcoming quarter. 5.1.4 In the event that for any quarter of the Research Program the number of Array Researcher FTEs funded by Amgen for such quarter shall exceed the number of Array Researcher FTEs devoted to the conduct of the Research Program in such quarter, Amgen shall be entitled to credit any such excess against the Funding Commitment in the next quarter. In the event that upon termination of the Research Program the aggregate number of Array Researcher FTEs funded by Amgen over the term of the Research Program shall exceed the aggregate number of Array Researcher FTEs devoted to the conduct of the Research Program over the term of the Research Program, Array shall promptly reimburse Amgen for such excess at the applicable FTE Rate. 5.1.5 The parties acknowledge that under a Research and License Agreement, dated October 26, 2000, Amgen provided funding to Array for a research collaboration. [***]; (b) . 5.1.6 At any time during the [***] term of FTEs which Vertex will have employed in the Research Program Program, either party may propose in writing an increase or decrease of the number of FTEs, but the other party is not obligated to accept such proposal, and any Funding Commitment for the portion remaining term of the Research Program beginning on January 1will be increased or decreased only by mutual written agreement. 5.1.7 It is understood and agreed that Amgen shall reimburse Array for the actual cost of fine chemicals and screening supplies and reagents, 2005 and ending upon as set forth in the termination Supplies Budget section of the Research Program Term [***]; and (c) Plan, or as otherwise authorized in writing by the annual rate per FTE is [***]Research Committee. If the average FTE level Other than as specifically set forth in Section 5.1, Amgen shall have no obligation to reimburse Array for any of costs and expenses incurred by Array in the Early Period, Calendar Year 2005, or the remainder performance 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 periodProgram.

Research Program Funding. In consideration for Vertex's ’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 Vertex's Bionomics’ performance of its obligations under the Research Program (including Program, in accordance with the terms and conditions contained herein, Merck shall pay Bionomics as follows: 5.2.1 In consideration for Bionomics’ provision of FTEs for the performance of its FTE staffing obligations pursuant to Section 2.3)under the Research Program, upon the terms and conditions contained herein, Merck shall pay Vertex: to Bionomics the FTE Rate per Calendar Year for each FTE provided by Bionomics in accordance with Section 2.8, as applicable. Such FTE funding shall be payable (ai) for the [***] for the period from the Effective Date through December 31Research Program, 2004, such payment to be made by Merck in two equal installments of a [***], the first of which will be paid ] within [***] days following the Effective Date, but subject to the provisions of Section 5.2.2 and the second of which will be paid [***]; and (bii) additional research support thereafter at an annual rate of [***] thereafter, 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 remaining [***] of FTEs which Vertex will have employed in the Research Program for the portion (or such shorter or longer duration 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 pursuant to this Agreement), in arrears in Calendar Quarterly installments due [***] days after Merck’s receipt of the report described in Section 5.2.2. 5.2.2 Bionomics shall, within [***] days following the end of each Calendar Year 2005 Quarter (including each Calendar Quarter during the first twelve (12) months of the Research Program) during which Bionomics is providing FTE support, deliver to Merck a written report detailing the number of FTEs actually utilized in such Calendar Quarter for the performance of Research Program activities, including a description of the activities performed (and Merck shall have the right, itself or via an independent certified public accounting firm of nationally recognized standing selected by Merck and reasonably acceptable to Bionomics, to audit Bionomics’ records in connection therewith, which audit shall be in accordance with Section 5.6, mutatis mutandis). For clarity, unless otherwise mutually agreed in writing by the Parties, (i) in no event shall Bionomics be entitled to receive payment for (and Bionomics shall be solely responsible for) any FTEs in a given Calendar Quarter which are in excess of the number of FTEs authorized to be utilized to conduct the Research Program activities in such Calendar Quarter as set forth in Section 2.8 and (ii) in the event that the actual number of FTEs provided by Bionomics are less that the number of FTEs as set forth in Section 2.8, as applicable, then Merck shall only be responsible for payment for such lesser number of FTEs. Notwithstanding the foregoing, with respect to the first twelve (12) months of the Research Program, in the event that the number of FTEs actually utilized in such twelve (12) months is less than the level specified above number of FTEs for that period which Merck made payment in advance pursuant to clause (i) of Section 5.2.1, then at Merck’s option, Bionomics shall either refund or credit Merck for the difference being referred to in this section as an "FTE Shortfall")between the payment made by Merck and the actual payment due for such FTEs (provided that if Merck opts for a refund, then the amount of funding specified above for that period such refund shall be reduced made by an amount (the "FTE Shortfall Amount") that bears the same relation to the total funding specified Bionomics within [***] days following notice by Merck thereof and if Merck opts 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 perioda credit, Vertex Merck shall be entitled to receive out of a credit against any remaining future FTE Shortfall Amount a payment equal amounts payable by Merck pursuant to the value this Section 5.2). 5.2.3 Except as set forth in Sections 5.2.1 or 5.2.2, Bionomics shall be solely responsible for (computed with reference and shall not be entitled to the FTE rate specified reimbursement for) any other costs in (c) above) of any FTEs employed in performing the Research Period in excess of the FTE level specified above for such periodProgram.

Research Program Funding. In consideration for Vertex's ’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 * Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 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.