Common use of Research Program Funding Clause in Contracts

Research Program Funding. In consideration for its performance of the Research Program, Pfizer will pay Xenogen Cranbury up to Nine Million Dollars ($9,000,000) upon receipt of invoice from Xenogen Cranbury, payable as follows: Within thirty (30) days of the execution of this Agreement, a fee of One Million Dollars ($1,000,000) to be utilized for staffing, administrative and equipment acquisition costs over and above normal on going expenses. Within thirty days of the execution of the Agreement, a fee of One Million Dollars ($1,000,000) to be utilized for Start-UP Costs. On the first business day of each calendar quarter during the first and second years of this Agreement, a payment of *** against Xenogen Cranbury’s invoice for such calendar quarter work to be performed and costs to be incurred in such calendar quarter; On the first business day of each calendar quarter during the third year of this Agreement, a payment of *** against Xenogen Cranbury’s invoice for such calendar quarter work to be performed and costs to be incurred in such calendar quarter; During the third year of this Agreement, payments aggregating up to *** in equal *** CONFIDENTIAL TREATMENT REQUESTED quarterly installments, due on the first business day of each quarter, against Pfizer’s receipt from Xenogen Cranbury during that year of quarterly reports containing Results achieved pursuant to the Research Plan, including detailed data regarding the phenotypic analysis of Transgenic Animals and Xenogen Cranbury’s invoice for such report; and

Research Program Funding. In consideration for its performance of the Research Program, Pfizer will pay Xenogen Cranbury up to Nine Million Dollars ($9,000,000) upon receipt of invoice from Xenogen Cranbury, payable as follows: Within thirty (30) days of the execution of this Agreement, a fee of One Million Dollars ($1,000,000) to be utilized for staffing, administrative and equipment acquisition costs over and above normal on going expenses. Within thirty days of the execution of the Agreement, a fee of One Million Dollars ($1,000,000) to be utilized for Start-UP Costs. On the first business day of each calendar quarter during the first and second years of this Agreement, a payment of [*** *] against Xenogen Cranbury’s invoice for such calendar quarter work to be performed and costs to be incurred in such calendar quarter; On the first business day of each calendar quarter during the third year of this Agreement, a payment of [*** *] against Xenogen Cranbury’s invoice for such calendar quarter work to be performed and costs to be incurred in such calendar quarter; During the third year of this Agreement, payments aggregating up to [*** *] in equal *** CONFIDENTIAL TREATMENT REQUESTED quarterly installments, due on the first business day of each quarter, against Pfizer’s receipt from Xenogen Cranbury during that year of quarterly reports containing Results achieved pursuant to the Research Plan, including detailed data regarding the phenotypic analysis of Transgenic Animals and Xenogen Cranbury’s invoice for such report; and

Research Program Funding. In consideration for its performance of the ------------------------- Research Program, Pfizer will pay Xenogen Cranbury up to Nine Million Dollars ($9,000,000) upon receipt of invoice from Xenogen Cranbury, payable as follows: : (a) Within thirty (30) days of the execution of this Agreement, a fee of One Million Dollars ($1,000,000) to be utilized for staffing, administrative and equipment acquisition costs over and above normal on going expenses. ; (b) Within thirty days of the execution of the Agreement, a fee of One Million Dollars ($1,000,000) to be utilized for Start-UP Costs. ; (c) On the first business day of each calendar quarter during the first and second years of this Agreement, a payment of *** against Xenogen Cranbury’s 's invoice for such calendar quarter for work to be performed and costs to be incurred in such calendar quarter; ; (d) On the first business day of each calendar quarter during the third year of this Agreement, a payment of *** against Xenogen Cranbury’s 's invoice for such calendar quarter work to be performed and costs to be incurred in such calendar quarter; ; (e) During the third year of this Agreement, payments aggregating up to *** in equal *** CONFIDENTIAL TREATMENT REQUESTED quarterly installments, due on the first business day of each quarter, against Pfizer’s 's receipt from Xenogen Cranbury during _________________________ *** CONFIDENTIAL TREATMENT REQUESTED that year of quarterly reports containing Results achieved pursuant to the Research Request Plan, including detailed data regarding the phenotypic analysis of Transgenic Animals and Xenogen Cranbury’s 's invoice for such report; and (f) Up to *** against delivery by Xenogen Cranbury to Pfizer of protocols for Track I and Track II Assays, as described in the Research Plan attached hereto, as the same may be amended by the parties, of which sum *** shall be payable upon Xenogen Cranbury's completion of Phase 1B of Track I and initiating the testing of Control Animals in Track I Assays, the protocols for which Xenogen Cranbury shall have prepared and submitted to Pfizer for its approval (such approval not to be unreasonably withheld); and the remaining *** shall be payable upon Xenogen Cranbury's completion of Phase 1B of Track II and initiating the testing of Control Animals in Track II Assays, the protocols for which Xenogen Cranbury shall have prepared and submitted to Pfizer for its approval (such approval not to be unreasonably withheld). (g) At Pfizer's option, it may be extend this Agreement for two successive one-year periods by providing 90 days' prior written notice to Xenogen Cranbury. (h) If during the term of this Agreement Pfizer requests Xenogen Cranbury to perform phenotypic analysis on Transgenic Animals in addition to those Trangenic Animals identified in the Research Plan, Xenogen Cranbury will perform such services, allocating its capacity to perform such services for Pfizer on a priority basis, to the extent it is reasonably able to do so, consistent with Xenogen Cranbury's existing and anticipated contractual commitments. Such services shall be priced at the same rate as reflected in the Research Plan.

Research Program Funding. In consideration for its performance of the Research Program, Pfizer will pay Xenogen Cranbury up to Nine Million Dollars ($9,000,000) upon receipt of invoice from Xenogen Cranbury, payable as follows: : (a) Within thirty (30) days of the execution of this Agreement, a fee of One Million Dollars ($1,000,000) to be utilized for staffing, administrative and equipment acquisition costs over and above normal on going expenses. . (b) Within thirty days of the execution of the Agreement, a fee of One Million Dollars ($1,000,000) to be utilized for Start-UP Costs. . (c) On the first business day of each calendar quarter during the first and second years of this Agreement, a payment of *** against Xenogen Cranbury’s invoice for such calendar quarter work to be performed and costs to be incurred in such calendar quarter; ; (d) On the first business day of each calendar quarter during the third year of this Agreement, a payment of *** against Xenogen Cranbury’s invoice for such calendar quarter work to be performed and costs to be incurred in such calendar quarter; ; (e) During the third year of this Agreement, payments aggregating up to *** in equal *** CONFIDENTIAL TREATMENT REQUESTED GRANTED quarterly installments, due on the first business day of each quarter, against Pfizer’s receipt from Xenogen Cranbury during that year of quarterly reports containing Results achieved pursuant to the Research Plan, including detailed data regarding the phenotypic analysis of Transgenic Animals and Xenogen Cranbury’s invoice for such report; and (f) Up to *** against delivery by Xenogen Cranbury to Pfizer of protocols for Track I and Track II Assays, as described in the Research Plan attached hereto, as the same may be amended by the parties, of which sum *** shall be payable upon Xenogen Cranbury’s completion of Phase IB of Track I and initiating the testing of Control Animals in Track I Assays, the protocols for which Xenogen Cranbury shall have prepared and submitted to Pfizer for its approval (such approval not to be unreasonably withheld); and the remaining *** shall be payable upon Xenogen Cranbury’s completion of Phase IB of Track II and initiating the testing of Control Animals in Track II Assays, the protocols for which Xenogen Cranbury shall have prepared and submitted to Pfizer for its approval (such approval not to be unreasonably withheld). At Pfizer’s option, it may extend this Agreement for two successive one-year periods by providing 90 days’ prior written notice to Xenogen Cranbury. If during the term of this Agreement Pfizer requests Xenogen Cranbury to perform phenotypic analysis on Transgenic Animals in addition to those Transgenic Animals identified in the Research Plan, Xenogen Cranbury will perform such services, allocating its capacity to perform such services for Pfizer on a priority basis, to the extent it is reasonably able to do so, consistent with Xenogen Cranbury’s existing and anticipated contractual commitments. Such services shall be priced at the same rate as reflected in the Research Plan.