enter into the Detailed Design Contract and the Construction Contract, pursuant to which the design and construction, respectively, of the Cleanroom Suites (the Build-Out) shall be conducted in conformance with Translate Bios requirements (as mutually agreed by the Parties) and the terms of and conditions of this Agreement. The Parties agree that the Build-Out, and specifically design of the Cleanroom Suites, shall be a joint effort between the Parties who shall share responsibility in ensuring that the Cleanroom Suites satisfy Translate Bios objectives. For clarity, the rights of Translate Bio set forth in Section 2.7 of the Agreement shall apply with respect to the warehouse space funded by the Translate Bio Capital Investment, provided that AMRI shall be able to use unoccupied ambient space within the warehouse for temporary storage of consumables unrelated to mRNA manufacture, but shall make such space available as needed for Translate Bio purposes.
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Section 2.8(d) is hereby replaced in its entirety with the following:
(i) Monthly Payment. On a monthly basis during the Term, beginning with the month immediately following the Build-Out Completion, Translate Bio shall have an obligation to pay AMRI an amount equal to (a) one million U.S. Dollars ($1,000,000) (as may be increased pursuant to the immediately following paragraph, the Translate Bio Monthly Fee), plus (b) the Incremental Monthly Fee (as defined in Section 3.2), if any (the Translate Bio Monthly Fee and the Incremental Monthly Fee , collectively, the Aggregate Monthly Payment). Translate Bio shall owe a pro-rated payment for the month during which the Build-Out Completion occurs, equivalent to: the Translate Bio Monthly Fee (i) divided by the number of days in such month, and (ii) multiplied by the number of days remaining in such month following the day of the month that Build-Out Completion occurred (inclusive of such day). The Parties agree that the Translate Bio Monthly Fee shall be made to AMRI in exchange for the Suite Retention and the Development Services (excluding any Batches covered by the Incremental Monthly Fee and any services expressly set forth in Exhibit D, which shall be subject to the charges set forth therein). Notwithstanding the foregoing, the Parties agree that Translate Bio shall be obligated to pay the Translate Bio Monthly Fee, irrespective of whether AMRI is providing Development Services during the relevant monthly period, Furthermore, the Translate Bio Monthly Fee is not refundable or transferrable, and is not creditable to any future services or periods covered by this Agreement.
AMRI may implement an increase in the Translate Bio Monthly Fee once annually, beginning on January 1 of each calendar year following the first anniversary of Build-Out Completion, in an amount equal to three percent (3%) of the then-current Translate Bio Monthly Fee. AMRI shall provide Translate Bio with written notice of any such increase at least [**] prior to its effective date.
(ii) Invoicing and Payments.
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Translate Bio Monthly Fee. AMRI shall provide an invoice to Translate Bio for the Translate Bio Monthly Fee [**] prior to the first day of the applicable month, and Translate Bio shall make payment of such Translate Bio Monthly Fee on the first Business Day of such month.