Preclinical Research Costs. Regeneron shall be responsible for the payment of the Preclinical Research Costs that are set forth in the approved Preclinical Research Budget for each Work Plan and that are actually incurred by CytomX in connection with Preclinical Research performed under this Agreement. ​. Within ​ days after the end of each Calendar Quarter, CytomX shall provide Regeneron with a good faith reasonable estimate of its Preclinical Research Costs actually incurred in such prior Calendar Quarter and within ​ days after the end of each Calendar Quarter, CytomX shall provide Regeneron with a detailed, written report of its Preclinical Research Costs actually incurred in such prior Calendar Quarter, such reporting specifying the Preclinical Research activities actually performed, the Preclinical Research FTE Costs and Preclinical Research Out-of-Pocket Expenses actually incurred for such Preclinical Research activities. Within ​ days after the end of each Calendar Quarter, CytomX shall invoice Regeneron for its Preclinical Research Costs actually incurred in such prior Calendar Quarter. Regeneron shall pay any undisputed amounts ​ days after receipt of such invoice. CytomX shall cooperate with any reasonable request of Regeneron to confirm the information in any such invoice(s). All Preclinical Research Budgets in each Work Plan shall specify the Preclinical Research FTE Costs and the Preclinical Research Out-of-Pocket Expenses required for CytomX to perform its activities under such Work Plan. CytomX will keep complete and accurate records of its Preclinical Research Costs with respect to each Product and each Collaboration Program for a period of ​ years after the end of the Calendar Year in which such Preclinical Research Costs were incurred in accordance with Accounting Standards.

Research Decision-Making. Except as otherwise expressly provided in this Agreement, all matters regarding the Research Program will be decided by unanimous agreement by the JDC, other than the selection of the Research Candidates, which will be selected by the JSC in accordance with [Section 2.4].

Joint Research Agreement. This Agreement will be understood to be a joint research agreement in accordance with 35 USC § 103(c)(3) to Research, Develop and Commercialize Research Candidates, Development Candidates and Products in the Territory, provided that neither Party will be required by this reference to have any Patent take advantage of or become subject to such § 103(c)(3) except in accordance with the provisions of this Agreement regarding Prosecution and Maintenance of such Patent.

Legacy Research License. Primary hereby grants Legacy a nonexclusive license in the Legacy Field under Primary Know-How and Primary Patent Rights to the extent necessary to enable Legacy to perform Legacy’s obligations under the Existing Ag Agreement.

Guideline for the Österreichische Forschungsförderungsgesellschaft mbH for the funding of applied research, development and innovation (FFG guideline “KMU”)

Funding by the funding donor constitutes a real grant that is not subject to sales tax, since no exchange of services takes place, but there is public interest in carrying out the research project.

The maximum aid intensity according to the current Union state aid framework for the funding of research, development and innovation amounts to 45.0%.

Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

Funding Indemnification. If any payment of principal on a Eurocurrency Rate Loan occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurocurrency Rate Loan is not made or continued, or a Floating Rate Advance is not converted into a Eurocurrency Rate Advance, in any such case, on the date specified by any Borrower for any reason other than default by the Lenders, or a Eurocurrency Rate Advance is not prepaid on the date specified by the Company or any other Borrower for any reason, the Company shall indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain the Eurocurrency Rate Loan.