Common use of Research Program Funding Clause in Contracts

Research Program Funding. Amgen shall fund and Array shall conduct the Research Program(s) at the following effort levels ("Funding Commitment"): 5.1.1 Beginning on November 1, 2001, Amgen shall provide funding to Array for [***] performing activities under the Research Programs or pursuant to Section 5.7 below, through the [***] of the Research Program Initial Term. [***] CONFIDENTIAL TREATMENT OF REDACTED PORTIONS HAS BEEN REQUESTED 5.1.2 Each Array Researcher FTE allocated to the 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 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 "FTE Rate"). 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. [***]. 5.1.6 At any time during the term of the Research 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 remaining term of the Research Program will 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, as set forth in the Supplies Budget section of the Research Plan, or as otherwise authorized in writing by the Research Committee. Other than as specifically set forth in Section 5.1, Amgen shall have no obligation to reimburse Array for any costs and expenses incurred by Array in the performance of the Research Program.

Research Program Funding. Amgen shall fund and Array shall conduct In consideration for Vertex's performance of its obligations under the Research Program(sProgram (including its FTE staffing obligations pursuant to Section 2.3), upon the terms and conditions contained herein, Merck shall pay Vertex: (a) at the following effort levels ("Funding Commitment"): 5.1.1 Beginning on November 1, 2001, Amgen shall provide funding to Array for [***] performing activities under 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 Programs 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 pursuant to Section 5.7 below, through before [***]. The required payments are based upon the following assumptions: (a) the [***] of FTEs which Vertex will have employed in the Research Program Initial Term. [***] CONFIDENTIAL TREATMENT OF REDACTED PORTIONS HAS BEEN REQUESTED 5.1.2 Each Array Researcher FTE allocated to for the Research Program under the Research Plan will be funded by Amgen during the Initial Term at a rate [***] and, if the term portion of the Research Program 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 that ends on [***] (the "FTE RateEarly Period"). 5.1.3 Payment by Amgen to Array for ) will be [***]; (b) the first quarter of the Research Program shall be made within [***] days after of FTEs which Vertex will have employed in 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 Research Program for the upcoming quarter. 5.1.4 In the event that for any quarter portion of the Research Program beginning on January 1, 2005 and ending upon 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. Term [***]. 5.1.6 At ; and (c) the annual rate per FTE is [***]. If the average FTE level for any time during the term of the Research ProgramEarly Period, either party may propose in writing an increase Calendar Year 2005, or decrease of the number of FTEs, but the other party is not obligated to accept such proposal, and any Funding Commitment for the remaining term remainder of the Research Program will 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 increased or decreased only reduced by mutual written agreement. 5.1.7 It is understood 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 agreed applied to compensate Vertex for FTE levels in subsequent periods that Amgen exceed the level for those periods as specified above. In any such subsequent period, Vertex shall reimburse Array for be entitled to receive out of any remaining FTE Shortfall Amount a payment equal to the actual cost value (computed with reference to the FTE rate specified in (c) above) of fine chemicals and screening supplies and reagents, as set forth any FTEs employed in the Supplies Budget section Research Period in excess of the Research Plan, or as otherwise authorized in writing by the Research Committee. Other than as specifically set forth in Section 5.1, Amgen shall have no obligation to reimburse Array FTE level specified above for any costs and expenses incurred by Array in the performance of the Research Programsuch period.

Research Program Funding. Amgen shall fund and Array shall conduct Unless the Research Program(sProgram is terminated pursuant to Section 2.2, (a) at Regeneron shall pay Adicet an annual research funding fee of five million Dollars ($5,000,000) on each of the following effort levels first and second anniversaries of the Effective Date, ("Funding Commitment"): 5.1.1 Beginning on November 1, 2001, Amgen b) Regeneron shall provide funding to Array for pay Adicet the additional one-time fee of [***] performing activities under upon the Research Programs filing of the first IND for a Collaboration ICP, provided that such IND filing occurs on or pursuant to Section 5.7 below, through before [***]; and (c) Regeneron shall pay Adicet the additional one-time fee of [***] upon the designation by Adicet of a second Collaboration ICP as a clinical product candidate hereunder meeting the Research Program Initial Term. [***] CONFIDENTIAL TREATMENT OF REDACTED PORTIONS HAS BEEN REQUESTED 5.1.2 Each Array Researcher FTE allocated to the 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 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 "FTE Rate"). 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 candidate declaration criteria set forth the actual Array Researcher FTEs from the previous quarter on Schedule 7 and the estimated FTEs for the upcoming quarter. 5.1.4 In the event request by Adicet of a meeting with a Regulatory Authority regarding such ICP, provided 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 designation and License Agreement, dated October 26, 2000, Amgen provided funding to Array for a research collaboration. request occurs on or before [***]. 5.1.6 At any time during . Adicet shall submit to Regeneron an invoice for each payment and Regeneron shall remit payment by the term later of the Research Programdate specified in the preceding sentence or ten (10) Business Days after receipt of such invoice, either party may propose except that if the milestone in writing an increase or decrease of clause (c) in the number of FTEsprevious sentence is achieved prior to [***], but the other party is Regeneron shall not be obligated to accept make the payment associated with such proposal, and any Funding Commitment for milestone until [***]. Adicet shall use the remaining term of the Research Program will 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, as set forth in the Supplies Budget section of the Research Plan, or as otherwise authorized in writing by the Research Committee. Other than as specifically set forth in research funding fees it receives from Regeneron pursuant to this Section 5.1, Amgen shall have no obligation 14.2 to reimburse Array for any costs and expenses incurred by Array in the performance of fund activities related to the Research Program. 1.16 The first sentence of Section 14.3(a) is amended to read in full as follows: For each Quarter during the applicable Royalty Term, Adicet shall pay non-refundable, non-creditable royalties to Regeneron on Net Sales of Adicet Royalty Products or Mice Derived Adicet ICP Product incorporating a Mice Derived Adicet Targeting Moiety covered by the second sentence of Section 1.92 during such Quarter (and for clarity, Section 14.6 shall not apply), on a Collaboration Target-by-Collaboration Target basis, equal to the following percentage of Net Sales: 1.17 The Agreement is amended to add Section 16.1(g), immediately following 16.1(f):

Research Program Funding. Amgen shall fund and Array shall conduct In consideration for Vertex’s performance of its obligations under the Research Program(sProgram (including its FTE staffing obligations pursuant to Section 2.3), upon the terms and conditions contained herein, Merck shall pay Vertex: (a) at the following effort levels ("Funding Commitment"): 5.1.1 Beginning on November 1, 2001, Amgen shall provide funding to Array for [***] performing activities under 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 Programs 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 pursuant to Section 5.7 below, through before [***]. The required payments are based upon the following assumptions: (a) the [***] of FTEs which Vertex will have employed in the Research Program Initial Term. [***] CONFIDENTIAL TREATMENT OF REDACTED PORTIONS HAS BEEN REQUESTED 5.1.2 Each Array Researcher FTE allocated to for the Research Program under the Research Plan will be funded by Amgen during the Initial Term at a rate [***] and, if the term portion of the Research Program 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 that ends on [***] (the "FTE Rate"). 5.1.3 Payment by Amgen to Array for “Early Period”) will be [***]; (b) the first quarter of the Research Program shall be made within [***] days after of FTEs which Vertex will have employed in 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 Research Program for the upcoming quarter. 5.1.4 In the event that for any quarter portion of the Research Program beginning on January 1, 2005 and ending upon 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. Term [***]. 5.1.6 At ; and (c) the annual rate per FTE is [***]. If the average FTE level for any time during the term of the Research ProgramEarly Period, either party may propose in writing an increase Calendar Year 2005, or decrease of the number of FTEs, but the other party is not obligated to accept such proposal, and any Funding Commitment for the remaining term remainder of the Research Program will 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 increased or decreased only reduced by mutual written agreement. 5.1.7 It is understood 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 agreed applied to compensate Vertex for FTE levels in subsequent periods that Amgen exceed the level for those periods as specified above. In any such subsequent period, Vertex shall reimburse Array for be entitled to receive out of any remaining FTE Shortfall Amount a payment equal to the actual cost value (computed with reference to the FTE rate specified in (c) above) of fine chemicals and screening supplies and reagents, as set forth any FTEs employed in the Supplies Budget section Research Period in excess of the Research Plan, or as otherwise authorized in writing by the Research Committee. Other than as specifically set forth in Section 5.1, Amgen shall have no obligation to reimburse Array FTE level specified above for any costs and expenses incurred by Array in the performance of the Research Programsuch period.

Research Program Funding. Amgen shall fund and Array shall conduct In consideration for Vertex’s performance of its obligations under the Research Program(sProgram (including its FTE staffing obligations pursuant to Section 2.3), upon the terms and conditions contained herein, Merck shall pay Vertex: (a) at the following effort levels ("Funding Commitment"): 5.1.1 Beginning on November 1, 2001, Amgen shall provide funding to Array for [***] performing activities under 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 Programs 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 pursuant to Section 5.7 below, through before [***]. The required payments are based upon the following assumptions: (a) the [***] of FTEs which Vertex will have employed in the Research Program Initial Term. [***] CONFIDENTIAL TREATMENT OF REDACTED PORTIONS HAS BEEN REQUESTED 5.1.2 Each Array Researcher FTE allocated to for the Research Program under the Research Plan will be funded by Amgen during the Initial Term at a rate [***] and, if the term portion of the Research Program 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 that ends on [***] (the "FTE Rate"). 5.1.3 Payment by Amgen to Array for “Early Period”) will be [***]; (b) the first quarter of the Research Program shall be made within [***] days after of FTEs which Vertex will have employed in 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 Research Program for the upcoming quarter. 5.1.4 In the event that for any quarter portion of the Research Program beginning on January 1, 2005 and ending upon 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. Term [***]. 5.1.6 At ; and (c) the annual rate per FTE is [***]. If the average FTE level for any time during the term of the Research ProgramEarly Period, either party may propose in writing an increase Calendar Year 2005, or decrease of the number of FTEs, but the other party is not obligated to accept such proposal, and any Funding Commitment for the remaining term remainder of the Research Program will 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 increased or decreased only reduced by mutual written agreement. 5.1.7 It is understood 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 agreed applied to compensate Vertex for FTE levels in subsequent periods that Amgen 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 reimburse Array for be entitled to receive out of any remaining FTE Shortfall Amount a payment equal to the actual cost value (computed with reference to the FTE rate specified in (c) above) of fine chemicals and screening supplies and reagents, as set forth any FTEs employed in the Supplies Budget section Research Period in excess of the Research Plan, or as otherwise authorized in writing by the Research Committee. Other than as specifically set forth in Section 5.1, Amgen shall have no obligation to reimburse Array FTE level specified above for any costs and expenses incurred by Array in the performance of the Research Programsuch period.

Research Program Funding. Amgen shall fund and Array shall conduct In consideration for Bionomics’ performance of its obligations under the Research Program(sProgram, 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 obligations under the Research Program, upon the terms and conditions contained herein, Merck shall pay 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 (i) at for the following effort levels ("Funding Commitment"): 5.1.1 Beginning on November 1, 2001, Amgen shall provide funding to Array for [***] performing activities under the Research Programs or pursuant Program, in a [***] within [***] days following the Effective Date, but subject to the provisions of Section 5.7 below5.2.2 and (ii) thereafter, through for the remaining [***] of the Research Program Initial Term. [***] CONFIDENTIAL TREATMENT OF REDACTED PORTIONS HAS BEEN REQUESTED 5.1.2 Each Array Researcher FTE allocated to (or such shorter or longer duration of the Research Program under the Research Plan will be funded by Amgen during the Initial Term at a rate [***] and, if the term remainder of the Research Program is extended for an [***] Term pursuant to Section 2.10.1this Agreement), 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 "FTE Rate"). 5.1.3 Payment by Amgen to Array for the first quarter of the Research Program shall be made within in arrears in Calendar Quarterly installments due [***] days after Merck’s receipt of the Effective Date. Thereafter payments shall be made by Amgen to Array quarterly, report described in advanceSection 5.2.2. 5.2.2 Bionomics shall, within [***] days after receipt following the end of an invoice from Array each Calendar Quarter (including each Calendar Quarter during the first twelve (12) months of the Research Program) during which sets forth Bionomics is providing FTE support, deliver to Merck a written report detailing the actual Array Researcher number of FTEs from the previous quarter and the estimated FTEs actually utilized in such Calendar Quarter for the upcoming quarter. 5.1.4 In 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 for any quarter the actual number of the Research Program FTEs provided by Bionomics are less that the number of Array Researcher FTEs funded by Amgen as set forth in Section 2.8, as applicable, then Merck shall only be responsible for payment for such quarter shall exceed the lesser number of Array Researcher FTEs devoted FTEs. Notwithstanding the foregoing, with respect 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 first twelve (12) months of the Research Program, Array in the event that the number of FTEs actually utilized in such twelve (12) months is less than the number of FTEs for which Merck made payment in advance pursuant to clause (i) of Section 5.2.1, then at Merck’s option, Bionomics shall promptly reimburse Amgen either refund or credit Merck for the difference between the payment made by Merck and the actual payment due for such excess at the applicable FTE Rate. 5.1.5 The parties acknowledge FTEs (provided that under a Research and License Agreement, dated October 26, 2000, Amgen provided funding to Array if Merck opts for a research collaboration. refund, such refund shall be made by Bionomics within [***]] days following notice by Merck thereof and if Merck opts for a credit, Merck shall be entitled to a credit against any future FTE amounts payable by Merck pursuant to this Section 5.2). 5.1.6 At any time during the term of the Research 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 remaining term of the Research Program will 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, 5.2.3 Except as set forth in the Supplies Budget section of the Research PlanSections 5.2.1 or 5.2.2, or as otherwise authorized Bionomics shall be solely responsible for (and shall not be entitled to reimbursement for) any other costs in writing by the Research Committee. Other than as specifically set forth in Section 5.1, Amgen shall have no obligation to reimburse Array for any costs and expenses incurred by Array in the performance of performing the Research Program.