Reimbursement by Xxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this §17 to be paid by it to the Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Bank severally agrees to pay to the Agent (or any such sub-agent) or such Related Party, as the case may be, such Bank’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Bank’s share of the Facility at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Bank), such payment to be made severally among them based on each Bank’s Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Agent (or any such sub-agent) in connection with such capacity. The obligations of the Banks under this subsection (c) are subject to the provisions of §5.1.5.
Reimbursement by Xxxxx. To the extent that a Borrower for any reason fails to indefeasibly pay any amount required under Sections 15 or 16 to be paid by such Borrower to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Bank severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Bank’s Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity.
Reimbursement by Xxxxx. Ionis will reimburse Metagenomi for all (a) Internal Costs and (b) Out-of-Pocket Costs (provided with reasonable supporting documentation), in each case ((a) and (b)), actually incurred by Metagenomi in the performance of the Exploratory Research Activities during the Exploratory Research Term to the extent in compliance with both the Exploratory Research Plan and the amounts budgeted therefor in the Exploratory Research Budget [***] (such amount, the “Metagenomi Exploratory Research Costs”) up to $10,000,000 in the aggregate (the “Reimbursement Cap”). If the aggregated Metagenomi Exploratory Research Costs during the Exploratory Research Term are less than the Reimbursement Cap, then Xxxxx will also reimburse Metagenomi for all (1) Internal Costs and (2) Out-of-Pocket Costs (provided with reasonable supporting documentation), in each case ((1) and (2)), actually incurred by Metagenomi in the performance of the Drug Discovery Activities during the Exploratory Research Term to the extent in compliance with both the applicable Drug Discovery Plans and the amounts budgeted therefor in the applicable Drug Discovery Budgets [***] (“Metagenomi Drug Discovery Costs”) up to [***]. In each Calendar Quarter during the Exploratory Research Term, unless and until Ionis’ aggregated payments under this Section 2.5.1 (Reimbursement by Ionis) reach the Reimbursement Cap, Ionis will pay Metagenomi $500,000 to cover the Metagenomi Exploratory Research Costs and, if applicable, the Metagenomi Drug Discovery Costs for such Calendar Quarter (such amount, the “Quarterly Reimbursement Payments”), within [***] following receipt of an invoice from Metagenomi therefor. No later than [***] following the conclusion of each [***] during the Exploratory Research Term, Metagenomi will provide to Ionis a written report of all Metagenomi Exploratory Research Costs and Metagenomi Drug Discovery Costs incurred by or on behalf of Metagenomi during the applicable [***] (such reports, the “Metagenomi Collaboration Cost Reports”). If the amount set forth in the Metagenomi Collaboration Cost Report for a [***], then no further action is required by the Parties, except that [***]. If the amount set forth in the Metagenomi Collaboration Cost Report for [***], then [***]under this Section 2.5.1 (Reimbursement by Xxxxx). For clarity, Ionis will have the right to [***].
