Common use of Research Program Funding Clause in Contracts

Research Program Funding. 3.1.1 Pfizer will fund the research to be performed by Rigel, pursuant to the Agreement, according to the following schedule: COMMITMENT YEAR ANNUAL COMMITMENT 1 $2,350,000.00 2 $2,350,000.00 The funding payments of two million three hundred and fifty thousand dollars ($2,350,000.00) shall support the work of the equivalent of ten (10) full time employees ("FTEs") of Rigel. 3.1.2 All funding payments shall be made quarterly in advance for work scheduled to be performed by Rigel during any three (3) month period, against Rigel's invoice for the FTEs allocated to the Research Program for such three (3) month period. Adjustments as necessary to reflect the work actually performed by Rigel shall be made at the end of each three (3) month period and shall be reflected in Rigel's invoice for the next three (3) month period. It is understood that all payments pursuant to this Section are non-creditable and non-refundable. Rigel shall also furnish to Pfizer the name and percent effort of each Rigel employee assigned to perform the Research Plan during each three (3) month period. 3.1.3 The amount of the funding payment for each quarter shall be based on the work in progress pursuant to the applicable Research Plan and the associated annual budget for Research Program personnel (FTEs); provided, however, that the aggregate amount of funding payments made in any commitment year shall not exceed the annual commitment for such commitment year. 3.1.4 Rigel shall keep for three (3) years from the conclusion of the Research Period complete and accurate records of its expenditures of payments received by it pursuant to this Research Agreement. The records shall conform to generally accepted accounting practices (GAAP) as applied to similar companies similarly situated. Pfizer shall have the right at its own expense during the Research Period and during the subsequent three-year period to appoint an independent certified public accountant reasonably acceptable to Rigel to inspect said records to verify the accuracy of the FTE allocation, pursuant to the Research Plan. Upon reasonable notice by Pfizer, Rigel shall make its records available for inspection by the independent certified public accountant during regular business hours at the place or places where such records are customarily kept, to verify the accuracy of the FTE allocation. This right of inspection shall not be exercised more than once in any calendar year and not more than once with respect to records covering any specific period of time. All information concerning such expenditures, and all information learned in the course of any audit or inspection, shall be deemed to be Rigel's Confidential Information. The failure of Pfizer to request verification of any expenditures before or during the three-year period shall be considered acceptance by Pfizer of the accuracy of such FTE allocation, and Rigel shall have no obligation to maintain any records pertaining to such report or statement beyond such three year period. The results of such inspection, if any, shall be binding on the parties. 3.1.5 If Pfizer, in its sole, unfettered discretion, extends the Research Program for a third year as set forth in Section 8.4, Pfizer shall pay Rigel two million five hundred thousand dollars ($2,500,000.00) with respect to the extension period on the same terms and conditions set forth in this Section 3. The funding payments shall support the work of ten (10) Rigel FTEs.

Research Program Funding. 3.1.1 Pfizer will fund the research to be performed by Rigel, pursuant to the Agreement, according to the following schedule: COMMITMENT YEAR ANNUAL COMMITMENT 1 $2,350,000.00 2 $2,350,000.00 The funding payments of two million three hundred and fifty thousand dollars ($2,350,000.00) [ * ] shall support the work of the equivalent of ten (10) full time employees ("FTEs") of Rigel. 3.1.2 All funding payments shall be made quarterly in advance for work scheduled to be performed by Rigel during any three (3) month period, against Rigel's invoice for the FTEs allocated to the Research Program for such three (3) month period. Adjustments as necessary to reflect the work actually performed by Rigel shall be made at the end of each three (3) month period and shall be reflected in Rigel's invoice for the next three (3) month period. It is understood that all payments pursuant to this Section are non-creditable and non-refundable. Rigel shall also furnish to Pfizer the name and percent effort of each Rigel employee assigned to perform the Research Plan during each three (3) month period. 3.1.3 The amount of the funding payment for each quarter shall be based on the work in progress pursuant to the applicable Research Plan and the associated annual budget for Research Program personnel (FTEs); provided, however, that the aggregate amount of funding payments made in any commitment year shall not exceed the annual commitment for such commitment year. 3.1.4 Rigel shall keep for three (3) years from the conclusion of the Research Period complete and accurate records of its expenditures of payments received by it pursuant to [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. this Research Agreement. The records shall conform to generally accepted accounting practices (GAAP) as applied to similar companies similarly situated. Pfizer shall have the right at its own expense during the Research Period and during the subsequent three-year period to appoint an independent certified public accountant reasonably acceptable to Rigel to inspect said records to verify the accuracy of the FTE allocation, pursuant to the Research Plan. Upon reasonable notice by Pfizer, Rigel shall make its records available for inspection by the independent certified public accountant during regular business hours at the place or places where such records are customarily kept, to verify the accuracy of the FTE allocation. This right of inspection shall not be exercised more than once in any calendar year and not more than once with respect to records covering any specific period of time. All information concerning such expenditures, and all information learned in the course of any audit or inspection, shall be deemed to be Rigel's Confidential Information. The failure of Pfizer to request verification of any expenditures before or during the three-year period shall be considered acceptance by Pfizer of the accuracy of such FTE allocation, and Rigel shall have no obligation to maintain any records pertaining to such report or statement beyond such three year period. The results of such inspection, if any, shall be binding on the parties. 3.1.5 If Pfizer, in its sole, unfettered discretion, extends the Research Program for a third year as set forth in Section 8.4, Pfizer shall pay Rigel two million five hundred thousand dollars ($2,500,000.00) [ * ] with respect to the extension period on the same terms and conditions set forth in this Section 3. The funding payments shall support the work of ten (10) Rigel FTEs.

Research Program Funding. 3.1.1 Pfizer will fund the research to be performed by Rigel, pursuant to the Agreement, according to the following schedule: COMMITMENT YEAR ANNUAL COMMITMENT 1 $2,350,000.00 2 $2,350,000.00 The funding payments of two million three hundred and fifty thousand dollars ($2,350,000.00) shall support the work of the equivalent of ten (10) full time employees ("FTEs") of Rigel. 3.1.2 All funding payments shall be made quarterly in advance for work scheduled to be performed by Rigel during any three (3) month period, against Rigel's invoice for the FTEs allocated to the Research Program for such three (3) month period. Adjustments as necessary to reflect the work actually performed by Rigel shall be made at the end of each three (3) month period and shall be reflected in Rigel's invoice for the next three (3) month period. It is understood that all payments pursuant to this Section are non-creditable and non-refundable. Rigel shall also furnish to Pfizer the name and percent effort of each Rigel employee assigned to perform the Research Plan during each three (3) month period. 3.1.3 The amount of the funding payment for each quarter shall be based on the work in progress pursuant to the applicable Research Plan and the associated annual budget for Research Program personnel (FTEs); provided, however, that the aggregate amount of funding payments made in any commitment year shall not exceed the annual commitment for such commitment year. 3.1.4 Rigel shall keep for three (3) years from the conclusion of the Research Period complete and accurate records of its expenditures of payments received by it pursuant to [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. this Research Agreement. The records shall conform to generally accepted accounting practices (GAAP) as applied to similar companies similarly situated. Pfizer shall have the right at its own expense during the Research Period and during the subsequent three-year period to appoint an independent certified public accountant reasonably acceptable to Rigel to inspect said records to verify the accuracy of the FTE allocation, pursuant to the Research Plan. Upon reasonable notice by Pfizer, Rigel shall make its records available for inspection by the independent certified public accountant during regular business hours at the place or places where such records are customarily kept, to verify the accuracy of the FTE allocation. This right of inspection shall not be exercised more than once in any calendar year and not more than once with respect to records covering any specific period of time. All information concerning such expenditures, and all information learned in the course of any audit or inspection, shall be deemed to be Rigel's Confidential Information. The failure of Pfizer to request verification of any expenditures before or during the three-year period shall be considered acceptance by Pfizer of the accuracy of such FTE allocation, and Rigel shall have no obligation to maintain any records pertaining to such report or statement beyond such three year period. The results of such inspection, if any, shall be binding on the parties. 3.1.5 If Pfizer, in its sole, unfettered discretion, extends the Research Program for a third year as set forth in Section 8.4, Pfizer shall pay Rigel two million five hundred thousand dollars ($2,500,000.00) with respect to the extension period on the same terms and conditions set forth in this Section 3. The funding payments shall support the work of ten (10) Rigel FTEs.

Research Program Funding. 3.1.1 Pfizer will fund the research to be performed by Rigel, pursuant to the Agreement, according to the following schedule: COMMITMENT YEAR ANNUAL COMMITMENT 1 $2,350,000.00 2 $2,350,000.00 The funding payments of two million three hundred and fifty thousand dollars ($2,350,000.00) shall support the work of the equivalent of ten (10) full time employees ("FTEs") of Rigel. 3.1.2 All funding payments shall be made quarterly in advance for work scheduled to be performed by Rigel during any three (3) month period, against Rigel's invoice for the FTEs allocated to the Research Program for such three (3) month period. Adjustments as necessary to reflect the work actually performed by Rigel shall be made at the end of each three (3) month period and shall be reflected in Rigel's invoice for the next three (3) month period. It is understood that all payments pursuant to this Section are non-creditable and non-refundable. Rigel shall also furnish to Pfizer the name and percent effort of each Rigel employee assigned to perform the Research Plan during each three (3) month period. 3.1.3 The amount of the funding payment for each quarter shall be based on the work in progress pursuant to the applicable Research Plan and the associated annual budget for Research Program personnel (FTEs); provided, however, that the aggregate amount of funding payments made in any commitment year shall not exceed the annual commitment for such commitment year. 3.1.4 Rigel shall keep for three (3) years from the conclusion of the Research Period complete and accurate records of its expenditures of payments received by it pursuant to 7 <PAGE> this Research Agreement. The records shall conform to generally accepted accounting practices (GAAP) as applied to similar companies similarly situated. Pfizer shall have the right at its own expense during the Research Period and during the subsequent three-year period to appoint an independent certified public accountant reasonably acceptable to Rigel to inspect said records to verify the accuracy of the FTE allocation, pursuant to the Research Plan. Upon reasonable notice by Pfizer, Rigel shall make its records available for inspection by the independent certified public accountant during regular business hours at the place or places where such records are customarily kept, to verify the accuracy of the FTE allocation. This right of inspection shall not be exercised more than once in any calendar year and not more than once with respect to records covering any specific period of time. All information concerning such expenditures, and all information learned in the course of any audit or inspection, shall be deemed to be Rigel's Confidential Information. The failure of Pfizer to request verification of any expenditures before or during the three-year period shall be considered acceptance by Pfizer of the accuracy of such FTE allocation, and Rigel shall have no obligation to maintain any records pertaining to such report or statement beyond such three year period. The results of such inspection, if any, shall be binding on the parties. 3.1.5 If Pfizer, in its sole, unfettered discretion, extends the Research Program for a third year as set forth in Section 8.4, Pfizer shall pay Rigel two million five hundred thousand dollars ($2,500,000.00) with respect to the extension period on the same terms and conditions set forth in this Section 3. The funding payments shall support the work of ten (10) Rigel FTEs.