Development Price. (i) The fee for the Preliminary Work to be performed by ISP pursuant to Article 2.A.(i) of this Agreement, shall be [XXXXXXXX], as further described in Exhibit E hereto. This fee shall be invoiced on a monthly basis at the rates set forth in Exhibit E based upon work completed during that month (the “Monthly Development Fee”). The cumulative balance of the monthly Development Fee (the “Fee Balance) shall be payable as provided in Article 5.A(iii) or Article 5.A(iv) hereof. (ii) In order to secure payment of the Fee Balance and any refund to be paid ISP pursuant to Article 5.A.(vi) hereof, AGIX shall grant ISP a security interest in the Equipment pursuant to the Security Agreement to be entered into on the Effective Date by the parties in the form attached hereto as Exhibit N. ISP shall release the security interest in the Equipment granted to it by AGIX pursuant to the Security Agreement upon purchase of the Equipment by ISP pursuant to Article 5.A.(iii) hereof or payment, in full, of the Fee Balance and any refund to be paid ISP pursuant to Article 5.A.(vi) hereof by AGIX pursuant to Articles 5.A(iv) and 5.A.(vi) hereof. (iii) Upon completion of the ANDES clinical trial being conducted by AGIX [XXXXXXXX], if the clinical trial has been successful such that AGIX decides to commence the Commercialization Work , then ISP shall purchase all right and title to, and ownership of, the Equipment in accordance with the terms of this Article 5.A. and otherwise in accordance with Exhibit K hereto. AGIX shall provide ISP with written notice of whether or not AGIX intends to continue to develop Product and if AGIX intends to continue development of Product then ISP shall purchase the Equipment within fifteen (15) days after receipt of said notice. The purchase price for the Equipment shall be satisfied by (a) ISP’s release of AGIX’s obligation to pay the Fee Balance; (b) ISP’s continuing obligation to perform any remaining Preliminary Work pursuant to clause (i) of Article 2.A of this Agreement and the Commercialization Work pursuant to clauses (ii) through (v) of Article 2.A of this Agreement; and (c) payment by ISP of the costs incurred by AGIX in storing the Equipment from the Effective Date until the date the Equipment is so purchased. (iv) If upon completion of the ANDES clinical trial being conducted by AGIX, AGIX determines that it will not continue development of Product then AGIX shall notify ISP in writing and pay the Fee Balance in full within thirty (30) days after giving such written notice. (v) Notwithstanding anything contained herein to the contrary, if the scope of any development work requested by AGIX exceeds that described in Article 2.A. hereof, as said Article may be amended upon mutual written agreement of the parties, ISP shall invoice AGIX for the development work so in excess of said scope at ISP's customary price for such development work and AGIX shall pay such amount as provided in Article 5.D. hereof. (vi) ISP shall pay [XXXXXXXX] of the costs incurred by AGIX in dismantling and crating the Equipment within thirty (30) days after receipt of an invoice from AGIX; provided, however, if AGIX determines that it will not continue development of Product, then AGIX shall refund to ISP the amount so paid by ISP in addition to, and with payment of, the Fee Balance as provided in Article 5.A.(iv), above. (vii) ISP shall have a right of first offer to purchase all right and title to, and ownership of, the Equipment in accordance with Exhibit K hereto, which right of first offer shall extend for a period of ninety (90) days from date of ISP’s receipt of the notice described in Article 5.A.(iv) above. AGIX shall respond to any ISP offer to purchase the Equipment within ninety (90) days of the date of such offer. If ISP purchases the Equipment pursuant to said right of first offer, ISP shall repay the amount refunded to ISP pursuant to Article 5.A.(vi) hereof with payment of the purchase price of the Equipment.
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Development Price. A. Mykotronx shall reimburse AlliedSignal for costs incurred by AlliedSignal for development and transition to production of the Product after the Closing Date up to an amount not to exceed _______________ ($____________) (the "Development Price").
B. The Development Price shall be paid by Mykotronx to AlliedSignal in accordance with the following fee schedule:
(i) The fee for the Preliminary Work Product development costs (as determined by AlliedSignal in accordance with its past practice), which are anticipated to be performed by ISP pursuant to Article 2.A.(i) of this Agreementapproximately $__________, shall be [XXXXXXXX], as further described in Exhibit E hereto. This fee shall be invoiced on a monthly basis at the rates set forth in Exhibit E based upon work completed during that month (the “Monthly Development Fee”). The cumulative balance are payable within 30 days of the monthly Development Fee (the “Fee Balance) shall be payable as provided in Article 5.A(iii) or Article 5.A(iv) hereof.Closing Date;
(ii) In order an amount equal to secure payment $_________ less the amount paid in subsection (i) upon completion of the Fee Balance and any refund to be paid ISP pursuant to Article 5.A.(vimilestone 2.3(2) hereof, AGIX shall grant ISP a security interest as set forth in the Equipment pursuant to the Security Agreement to be entered into on the Effective Date by the parties in the form attached hereto as Exhibit N. ISP shall release the security interest in the Equipment granted to it by AGIX pursuant to the Security Agreement upon purchase of the Equipment by ISP pursuant to Article 5.A.(iii) hereof or payment, in full, of the Fee Balance and any refund to be paid ISP pursuant to Article 5.A.(vi) hereof by AGIX pursuant to Articles 5.A(iv) and 5.A.(vi) hereof.EXHIBIT B;
(iii) Upon $______ upon completion of the ANDES clinical trial being conducted by AGIX [XXXXXXXX], if the clinical trial has been successful such that AGIX decides to commence the Commercialization Work , then ISP shall purchase all right and title to, and ownership of, the Equipment milestone 2.3 (3 ) as set forth in accordance with the terms of this Article 5.A. and otherwise in accordance with Exhibit K hereto. AGIX shall provide ISP with written notice of whether or not AGIX intends to continue to develop Product and if AGIX intends to continue development of Product then ISP shall purchase the Equipment within fifteen (15) days after receipt of said notice. The purchase price for the Equipment shall be satisfied by (a) ISP’s release of AGIX’s obligation to pay the Fee Balance; (b) ISP’s continuing obligation to perform any remaining Preliminary Work pursuant to clause (i) of Article 2.A of this Agreement and the Commercialization Work pursuant to clauses (ii) through (v) of Article 2.A of this Agreement; and (c) payment by ISP of the costs incurred by AGIX in storing the Equipment from the Effective Date until the date the Equipment is so purchased.EXHIBIT B;
(iv) If $______ upon completion of the ANDES clinical trial being conducted by AGIX, AGIX determines that it will not continue development of Product then AGIX shall notify ISP milestone 2.3 (4 and 5) as set forth in writing and pay the Fee Balance in full within thirty (30) days after giving such written notice.EXHIBIT B; and
(v) Notwithstanding anything contained herein up to the contrary, if the scope $________ upon complete of any development work requested by AGIX exceeds that described milestone 2.3 (6) as set forth in Article 2.A. hereof, as said Article may be amended upon mutual written agreement EXHIBIT B and full endorsement of the parties, ISP shall invoice AGIX Product by the NSA.
C. Except for the development work so scheduled payment identified in excess of said scope at ISP's customary price for such development work and AGIX subsection (i) all payments shall pay such amount as provided in Article 5.D. hereof.
(vi) ISP shall pay [XXXXXXXX] of the costs incurred by AGIX in dismantling and crating the Equipment within thirty (30) be net 30 days after receipt upon submission of an invoice from AGIXby AlliedSignal for each milestone identified in subsections ii-v, and each such invoice shall be accompanied by a statement of the incurred costs described in the invoice relating to direct material, labor, applicable labor overhead and material burden consistent with AlliedSignal's disclosed practices and 1% for administration requirements.
D. As soon as practicable after the payment of the Development Price set forth above, AlliedSignal shall determine any variances incurred in the amount of burden included in such payments. If the burden variances in the aggregate is positive, AlliedSignal shall pay the amount of such positive variance to Mykotronx. If the burden variance in the aggregate is negative, Mykotronx shall pay the amount of such negative variance to AlliedSignal; provided, however, if AGIX determines that it will not continue development of Product, then AGIX shall refund to ISP the amount so paid by ISP in addition to, and with payment of, the Fee Balance as provided in Article 5.A.(iv), above.
(vii) ISP shall have a right of first offer to purchase all right and title to, and ownership of, the Equipment in accordance with Exhibit K hereto, which right of first offer shall extend for a period of ninety (90) days from date of ISP’s receipt of the notice described in Article 5.A.(iv) above. AGIX total Development Price including burden variance shall respond to any ISP offer to purchase the Equipment within ninety (90) days of the date of such offer. If ISP purchases the Equipment pursuant to said right of first offer, ISP shall repay the amount refunded to ISP pursuant to Article 5.A.(vi) hereof with payment of the purchase price of the Equipmentnot exceed ______________.
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