Common use of Support Payments Clause in Contracts

Support Payments. (i) Sponsor shall provide to Institute funding, including direct and indirect costs, for the Research as provided in this Section 5(a) (“Support Payments”). Support Payments for indirect costs shall not exceed [***] percent ([***]%) of the total direct costs invoiced. Such Support Payments will be made within [***] of Sponsor’s receipt of invoices for costs actually incurred pursuant to the agreed Research Plan. (ii) The aggregate Support Payments made to Institute shall not be less than (i) [***] per year in the two-year period beginning on the Effective Date and (ii) [***] per year for each year thereafter during the Term. If, at the end of the applicable period, the aggregate Support Payments are less than the applicable minimum amount, Sponsor shall remit the amount needed to increase the aggregate Support Payments to the applicable minimum within [***] of the end of the applicable period. (iii) If this Agreement is terminated prior to completion of the Research, the sum payable under this Section 5(a) will be pro-rated based on actual work performed and actual expenses incurred, including non-cancelable commitments, prior to termination. (iv) It is agreed to and understood by the parties that the aggregate amount of the Support Payments is an estimate of the cost of research to be conducted by the Institute hereunder, but that Sponsor shall not be liable for any payments or costs in excess of the Support Payments, unless Sponsor expressly agrees in writing to provide additional funds; provided, that nothing in this Agreement or a Research Plan shall obligate Institute to incur direct or indirect costs for Research in excess of actual Support Payments. Institute shall not be required to perform work in excess of Support Payments Funding for any work to be performed in connection with the Project that would require payments by Sponsor in excess of those described in this Section 5, must be agreed to by Sponsor and the Institute in writing prior to the initiation of any such work. (v) In the event that for any project conducted in the Research (i) costs incurred for the applicable project will exceed by [***] percent ([***]%) or more the budgeted costs provided in the Research Plan for such project, or (ii) the project fails to timely achieve one or more material objectives set forth for the Research Plan due to the fault of the Institute, or is materially delayed due to the fault of the Institute, then Sponsor may terminate the applicable Research Plan with [***] notice; provided, that such termination shall not relieve Sponsor of its obligations under Section 5(a)(ii) with respect to costs incurred under the agreed Research Plan. For clarity, termination of a Research Plan shall not reduce Sponsor’s obligation to fund Research under Section 5(a)(ii) pursuant to an agreed Research Plan nor Institute’s obligation to perform that Research.