R&D Payments Clause Samples
The R&D Payments clause defines the terms and conditions under which payments are made for research and development activities between the parties. Typically, it outlines the payment schedule, milestones or deliverables that trigger payments, and any documentation or reporting requirements needed to support payment requests. This clause ensures that both parties have a clear understanding of when and how payments will be made, thereby reducing the risk of disputes and ensuring that funding for R&D activities is provided in a timely and predictable manner.
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R&D Payments. For the first ten (10) full Calendar Quarters after the Effective Date, G▇▇▇▇▇▇▇ shall pay to Palomar for each such Calendar Quarter seven hundred thousand dollars (US $700,000) to support the R&D Activities (each such payment, an “R&D Payment” and collectively the “R&D Payments”) in accordance with Section 1.3(b)(iii). For the avoidance of doubt, G▇▇▇▇▇▇▇ shall be required to pay to Palomar seven million dollars (US $7,000,000) in the aggregate, and no more than seven million five hundred thousand dollars (US $7,000,000) in the aggregate, unless otherwise expressly provided herein, in Section 14.2(d), or as the parties may otherwise agree, in connection with the R&D Program (which amount shall be inclusive of the five hundred thousand dollar (US $500,000) payment made by G▇▇▇▇▇▇▇ to Palomar pursuant to Section 6.1(a) and credited against payments made in connection with the R&D Program as provided in that Section). In the event that this Agreement is terminated by G▇▇▇▇▇▇▇ pursuant to Section 10.4(a) before the final R&D payment becomes due, G▇▇▇▇▇▇▇’▇ shall be obligated to make R&D Payments to Palomar in the amount of four million five hundred thousand dollars ($4,500,000) in the aggregate (against which amount the five hundred thousand dollar ($500,000) payment made by G▇▇▇▇▇▇▇ to Palomar pursuant to Section 6.1(a) shall be credited). In the event that this Agreement is terminated by G▇▇▇▇▇▇▇ pursuant to Section 10.4(b) before the final R&D payment becomes due, G▇▇▇▇▇▇▇ shall be obligated to make R&D Payments to Palomar with respect to the two (2) Calendar Quarters after the Calendar Quarter in which G▇▇▇▇▇▇▇ provides to Palomar written notice of such termination (against which amounts the five hundred thousand dollar ($500,000) payment made by G▇▇▇▇▇▇▇ to Palomar pursuant to Section 6.1(a) shall be credited). In the event that this Agreement is terminated by G▇▇▇▇▇▇▇ pursuant to Section 10.4(d) or by Palomar pursuant to Section 10.3 before the final R&D Payment becomes due, G▇▇▇▇▇▇▇ shall be obligated to pay Palomar all remaining R&D Payments (against which remaining amount the five hundred thousand dollar ($500,000) payment made by G▇▇▇▇▇▇▇ to Palomar pursuant to Section 6.1(a) shall be credited). In the event that this Agreement is terminated by G▇▇▇▇▇▇▇ pursuant to Section 10.3 for Palomar’s uncured material breach before the final R&D Payment becomes due, G▇▇▇▇▇▇▇ shall have no further obligation from and after the date on which G▇▇▇▇▇▇▇ provides t...
R&D Payments. For the first thirteen (13) full Calendar Quarters after the Effective Date, G▇▇▇▇▇▇▇ shall pay to Palomar for each such Calendar Quarter seven hundred thousand dollars (US$700,000) to support the R&D Activities (each such payment, an “R&D Payment” and collectively the “R&D Payments”) in accordance with Section 1.3(b)(iii). For the avoidance of doubt, G▇▇▇▇▇▇▇ shall be required to pay to Palomar nine million, one hundred thousand dollars (US$9,100,000) in the aggregate, and no more than nine million, one hundred thousand dollars (US$9,100,000) hi the aggregate, unless otherwise expressly provided herein, hi Section 14.2(d), or as the parties may otherwise agree, in connection with the R&D Program (which amount shall be inclusive of the five hundred thousand dollar (US$500,000) made by G▇▇▇▇▇▇▇ to Palomar pursuant to Section 6.1 (a) and credited against payments made in connection with the R&D Program as provided in that Section).”
R&D Payments. Purchaser shall pay to Seller all amounts received by Net2Edge that constitute R&D Relief (collectively, the “R&D Payments”). Purchaser shall pay to Seller all R&D Payments no later than ten (10) days following the date on which Net2Edge receives such R&D Payments. Purchaser shall cause Net2Edge to make such elections and take such actions as Seller may reasonably request to claim any R&D Relief, provided that Purchaser shall not be required to take any action that Purchaser reasonably determines would violate any applicable Law. Purchaser shall not be required to make payment to Seller more than once in respect of any R&D Relief.
R&D Payments. In further consideration of InSite's grant of rights to P&U hereunder, including the licenses set forth in Article 2, and subject to the terms and conditions of this Agreement, P&U will pay InSite as follows:
(a) in United States currency by wire transfer to an account designated by InSite, on *.
(b) in United States currency by wire transfer to an account designated by InSite, on *.
(c) in United States currency by wire transfer to an account designated by InSite, on *.
(d) Subject to Section 4.1(b), InSite shall devote and use the research and development payments received under this Section 3.2 solely for the purpose of covering internal and external costs associated with further developing the ISV-900 Technology.
(e) Any additional research and development payments related to the commercialization of the Product shall be determined by the Development Committee. The failure of the Development Committee to agree on any additional research and development payments shall not affect or impair the rights granted to P&U hereunder.
R&D Payments. During the Phase 3 Clinical Trial term and subject to Section 6.2, AnGes shall make non-refundable and non-creditable (except as provided in Section 6.2(a) and 6.2(b)) payments to Vical (each, an “Installment” and collectively, the “R&D Payments”), all of which shall be used exclusively to pay for or reimburse Project Costs, in the amounts set forth below:
(i) On the Effective Date, $6,900,000, pursuant to the Stock Purchase Agreement.
(ii) A second Installment of [ *** ] in cash.
(iii) A third Installment of [ *** ] in cash and [ *** ], pursuant to the Stock Purchase Agreement.
(iv) A fourth Installment of [ *** ] in cash.
(v) A fifth Installment of [ *** ] in cash.
(vi) [ *** ] in cash.
R&D Payments. Licensee shall in addition make R&D Payments to MGI as follows:
(i. two (2) days after the Effective Date of this Agreement, Licensee shall pay MGI *;
R&D Payments. During the Phase 3 Clinical Trial term and subject to Section 6.2, AnGes shall make non-refundable and non-creditable (except as provided in Section 6.2(a) and 6.2(b)) payments to Vical (each, an “Installment” and collectively, the “R&D Payments”), all of which shall be used exclusively to pay for or reimburse actual and documented costs of research and development activities of Vical and its subcontractors in performance of the Phase 3 Clinical Trial, in the amounts and at the times set forth below:
(i) On the Effective Date, $6,900,000, pursuant to the Stock Purchase Agreement.
(ii) By no later than [***], [***] in cash.
(iii) By no later than [***], [***] in cash, and by no later than [***], $3,950,000, pursuant to the Stock Purchase Agreement.
(iv) By no later than [***], [***] in cash.
(v) By no later than [***], [***] in cash.
(vi) By no later than [***], [***] in cash. Notwithstanding the foregoing schedule of Installments, if the Phase 3 Clinical Trial progresses at a faster rate than set forth in the Project Plan, the parties agree to discuss in good faith an acceleration of the schedule of Installments set forth in this Section 6.1(a).
R&D Payments. For the first ten (10) full Calendar Quarters after the Effective Date, ▇▇▇▇▇▇▇▇ shall pay to Palomar for each such Calendar Quarter seven hundred thousand dollars (US $700,000) to support the R&D Activities (each such payment, an “R&D Payment” and collectively the “R&D Payments”) in accordance with Section 1.3(b)(iii). For the avoidance of doubt, ▇▇▇▇▇▇▇▇ shall be required to pay to Palomar seven million dollars (US $7,000,000) in the aggregate, and no more than seven million five hundred thousand dollars (US $7,000,000) in the aggregate, unless otherwise expressly provided herein, in Section 14.2(d), or as the parties may otherwise agree, in connection with the R&D Program (which amount shall be inclusive of the five hundred thousand dollar (US $500,000) payment made by ▇▇▇▇▇▇▇▇ to Palomar pursuant to Section 6.1(a) and credited against payments made in connection with the R&D Program as provided in that Section). In the event that this Agreement is terminated by ▇▇▇▇▇▇▇▇ pursuant to Section 10.4(a) before the final R&D payment becomes due, ▇▇▇▇▇▇▇▇’▇ shall be obligated to make R&D Payments to Palomar in the amount of four million five hundred thousand dollars ($4,500,000) in the aggregate (against which amount the five hundred thousand -29-
R&D Payments