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Message: Re: FutTheWuk / Re: opty / Re: Now I Understand How You And Some Others Think
9
Mar 15, 2011 12:58PM
11
Mar 15, 2011 05:11PM

I did not make your point. You are failing to see my point and/or have a skewed idea of how this arrangement works. The section you cited discusses the funding arrangement and has nothing to do with actual charges. Following is an excerpt from the ComAG

"4.2 Upon the submission of customary and appropriate invoices and
other supporting documentation, P-Newco shall reimburse TPL for the payment of
all legal and third-party expert fees and other related third-party costs and
expenses, including without limitation those incurred in connection with patent
maintenance and prosecution and third party "DeCaps" and third party expert
analysis relating thereto (the "TPL Direct Reimbursable Expenses") incurred by
TPL in connection with the Project and in conformity with the applicable
Business Plan, as well as all TPL Direct Reimbursable Expenses not in conformity
with the applicable Business Plan, to the extent approved by the P-Newco
Management Committee. All such reimbursement shall be made prior to the due date
indicated on the invoice.

4.3 P-Newco shall make payment to TPL of $ *** no later than three
(3) days prior to the start of each fiscal quarter from the Working Capital Fund
to cover indirect and other expenses related to the Project which do not
constitute TPL Direct Reimbursable Expenses ("TPL Other Project Expenses").
Advances to TPL made pursuant to this Section 4.3 shall be nonaccountable and
nonrecoupable, but shall offset the amounts owed TPL pursuant to Section
6.1(a)(iv)(b) of the Operating Agreement in the manner contemplated by such
Section 6.1(a)(iv)(b). At such time as the Working Capital Fund exceeds
$ *** after the first $ *** has been generated pursuant to the
Commercialization, such quarterly payment shall be increased (but not decreased)
to one-eighth of the amount of the Working Capital Fund."

TPL can charge expense based on the above. PDS pays those expenses MINUS any prepayment made thru the funding agreement you cite.

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