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. Page 3 of 23 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.
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. page 3 of 25 Portions of this Exhibit, indicated by the xxxx “ [***],” 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.
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.
