Common use of R&D Payments Clause in Contracts

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 to Palomar written notice of such termination to pay Palomar any additional R&D Payments. In the event that G▇▇▇▇▇▇▇ is obligated to pay Palomar one or more R&D Payments after the termination of this Agreement as provided above, all such R&D Payments shall become due and payable within thirty (30) days of when any such termination becomes effective. All R&D Payments shall be non-creditable and non-refundable and there shall be no right of set-off with respect thereto.

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 to Palomar written notice of such termination to pay Palomar any additional R&D Payments. In the event that G▇▇▇▇▇▇▇▇ is obligated to pay Palomar one or more R&D Payments after the termination of this Agreement as provided above, all such R&D Payments shall become due and payable within thirty (30) days of when any such termination becomes effective. All R&D Payments shall be non-creditable and non-refundable and there shall be no right of set-off with respect thereto.

R&D Payments. For the first ten thirteen (1013) 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 nine million, one hundred thousand dollars (US $7,000,0009,100,000) in the aggregate, and no more than seven million five nine million, one hundred thousand dollars (US $7,000,0009,100,000) 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 to Palomar written notice of such termination to pay Palomar any additional R&D Payments. In the event that G▇▇▇▇▇▇▇▇ is obligated to pay Palomar one or more R&D Payments after the termination of this Agreement as provided above, all such R&D Payments shall become due and payable within thirty (30) days of when any such termination becomes effective. All R&D Payments shall be non-creditable and non-refundable and there shall be no right of set-off with respect thereto.