SCOPE AND MANAGEMENT OF THE RESEARCH PROJECT Sample Clauses

SCOPE AND MANAGEMENT OF THE RESEARCH PROJECT. 2.1 Research activities Conduct and INTERCEPT Payments to TES TES shall conduct research activities (such activities to include but not be limited to synthetic, computational and analytical chemistry, and screening) to discover, identify, optimize Compounds, as set forth in the Research Program. TES will allocate for the performance of the research activities: [***] full time equivalent (“FTE”) chemists and [***] FTEs [***] during the Term. INTERCEPT will pay to TES a maximum amount of €1,000,000 (one million euros) during the Term of the Agreement, provided such FTEs are allocated and activities performed in accordance with the Research Program, as well as documented as detailed below. Payments will be made in equal quarterly installments with the first payment made within 5 business days of the Effective Date of this Agreement and subsequent payments to be made within 5 business days of each subsequent quarterly period. TES shall exercise commercially reasonable efforts in the performance of the research activities in accordance with the agreed activities and timelines specified in the Research Program. An initial outline of the Research Plan is attached hereto as Exhibit A and may be adjusted from time to time by INTERCEPT following suitable discussions between the Parties. Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. page 3 of 15
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SCOPE AND MANAGEMENT OF THE RESEARCH PROJECT. 2.1 Research activities Conduct and INTERCEPT Payments to Consultant Consultant shall provide to INTERCEPT and TES scientific guidance, supervision and coordination of research activities (such activities to include but not be limited to synthetic, computational and analytical chemistry and screening) to discover, identify, optimize and develop Compounds as set forth in the Research Program. Consultant agrees to make himself available to render the Services as requested by Intercept at such times and locations as may be mutually agreed and to perform such Services in a professional and workmanlike manner. INTERCEPT will pay to Consultant fifty thousand euros (€50,000) and one hundred thousand euros (€100,000) on an annualized basis for consulting services and Inventions, Know How, Improvements and Patent Rights, respectively, during the Term of this Agreement payable as follows: €37,500 on October 31, 2011; €37,500 on January 31, 2012; €37,500 on April 30, 2012 and €37,500 on July 31, 2012. All such payments shall be made in Euros, the lawful currency of the European Community, within ten (10) business days of such payment due date. Consultant will also be eligible for a fifty thousand euro performance (€50,000) bonus based on the success of the Research Collaboration. Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. page 3 of 13
SCOPE AND MANAGEMENT OF THE RESEARCH PROJECT. 2.1 Research activities Conduct and INTERCEPT Payments to Consultant Consultant shall provide to INTERCEPT scientific guidance, supervision and coordination of research activities, such activities to include but not be limited to process chemistry development and synthesis of Compounds, as requested from time to time by the Company, and further detailed in Exhibit A. Consultant agrees to make himself available to render the Services as requested by Intercept at such times and locations as may be mutually agreed and to perform such Services in a professional and workmanlike manner. INTERCEPT will pay to Consultant Thirty Thousand euros (€30,000) and Seventy Thousand euros (€70,000) on an annualized basis for consulting services and IP, respectively, during the Term of this Agreement as follows: €25,000 on March 31, 2012; €25,000 on June 30, 2012; €25,000 on September 30, 2012; and €25,000 on December 31, 2012. All such payments shall be made in Euros, the lawful currency of the European Community within ten (10) business days of such payment due date.

Related to SCOPE AND MANAGEMENT OF THE RESEARCH PROJECT

  • Development of the Project The Board of Managers shall take such actions as shall be required to cause either the Company or the Management Company (as defined in Section 9(b) below) to perform and complete the construction and other development work as contemplated and/or required under the NVR Purchase and Sale Agreements, or any other construction company selected by the Board of Managers (the “Development Work”), substantially in accordance with the Project Plan, at a cost to the Company not exceeding the total cost set forth in the Budget, in a manner consistent with this Agreement and all applicable laws, ordinances, rules, regulations or requirements (including, without limitation, those with respect to discrimination) of governmental authorities, and in compliance with any covenants, conditions or restrictions affecting all or any portion of the Property.

  • Collaboration Management Promptly after the Effective Date, each Party will appoint a person who will oversee day-to-day contact between the Parties for all matters related to the management of the Collaboration Activities in between meetings of the JSC and will have such other responsibilities as the Parties may agree in writing after the Effective Date. One person will be designated by Merck (the “Merck Program Director”) and one person will be designated by Moderna (the “Moderna Program Director,”) together will be the “Program Directors”. Each Party may replace its Program Director at any time by notice in writing to the other Party. Any Program Director may designate a substitute to temporarily perform the functions of that Program Director by written notice to the other Party. The initial Program Directors will be: For Moderna: [***] For Merck: [***]

  • Projects 3.3.1 Exult Supplier shall perform the impact analysis as described in Section 4.

  • Project The Land and all improvements thereon, including the Building, the Parking Facilities, and all Common Areas.

  • Development Work Do, or cause to be done, such development and other work as may be reasonably necessary to protect from diminution and production capacity of the Mortgaged Property and each producing well thereon.

  • Research Program The term “Research Program” shall mean the research program to be undertaken by TSRI under the direction and control of the Principal Investigator as expressly set forth on Exhibit A hereto.

  • Development Activities NovaDel shall not be required to commence any Development Activities until Licensee has paid at least twenty-five percent (25%) of the non-refundable License Fee described in Section 4.4.

  • Collaboration Each Party shall provide to the enforcing Party reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including to be named in such action if required by Applicable Laws to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts, including determination of litigation strategy and filing of material papers to the competent court. The non-enforcing Party shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the enforcing Party.

  • Research Matters By entering into this Agreement, the Placement Agent does not provide any promise, either explicitly or implicitly, of favorable or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s selection as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent providing favorable or any research coverage of the Company. In accordance with FINRA Rule 2711(e), the parties acknowledge and agree that the Placement Agent has not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatened to change research, a rating or a price target, to the Company or inducement for the receipt of business or compensation.

  • Information Systems Acquisition Development and Maintenance a. Client Data – Client Data will only be used by State Street for the purposes specified in this Agreement.

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