Common use of Accounting of Shared Cost; and Reports Clause in Contracts

Accounting of Shared Cost; and Reports. All costs and out-of-pocket expenses that are to be shared by the Parties on a [***] basis pursuant to Section 3.1.2, ("Shared Costs") shall be reviewed by the Parties each calendar quarter to determine the amount of Shared Costs incurred by each Party for such calendar quarter hereunder. Within sixty (60) days of the end of each calendar quarter (or as otherwise mutually agreed by the Parties), each Party shall provide to the other Party and the Steering Committee a report detailing the total Shared Costs incurred by it, with respect to Section 6.1.1 on a Secreted Protein Candidate-by-Secreted Protein Candidate basis and for Products incorporating such Secreted Protein Candidate whose apportionment of costs are not otherwise the subject of a separate agreement between the Parties (or, if applicable, between a Party and its Affiliate and/or a Third Party), on a Product-by-Product basis, and: (a) if DELTAGEN incurred more than [***] of the total Shared Costs for a calendar quarter, then DELTAGEN shall invoice HYSEQ for the amount representing the difference between the percentage paid by DELTAGEN and the [***] (the "HYSEQ Deficiency") and HYSEQ shall pay DELTAGEN the HYSEQ Deficiency within thirty (30) days of its receipt of such invoice; or (b) if HYSEQ incurred more than [***] of the total Shared Costs for a calendar quarter, then DELTAGEN shall pay HYSEQ the amount representing the difference between the percentage paid by HYSEQ and the [***] (the "DELTAGEN Deficiency") within thirty (30) days of notifying HYSEQ of the total Shared Costs incurred by the Parties. In the event there is a good faith dispute over an amount owed by HYSEQ under this Section 6.1.2, the disputed portion of the payment may be delayed, and such payment shall not be considered delinquent pending a resolution of the Parties' dispute, other than with respect to the terms and conditions of Section 13.7.

Accounting of Shared Cost; and Reports. All costs and out-of-pocket expenses that are to be shared by the Parties on a [***[ * ] basis pursuant to Section 3.1.2, ("“Shared Costs"”) shall be reviewed by the Parties each calendar quarter to determine the amount of Shared * Confidential portions of this document have been redacted and have been filed separately with the Commission. Costs incurred by each Party for such calendar quarter hereunder. Within sixty (60) days of the end of each calendar quarter (or as otherwise mutually agreed by the Parties), each Party shall provide to the other Party and the Steering Committee a report detailing the total Shared Costs incurred by it, with respect to Section 6.1.1 on a Secreted Protein Candidate-by-Secreted Protein Candidate basis and for Products incorporating such Secreted Protein Candidate whose apportionment of costs are not otherwise the subject of a separate agreement between the Parties (or, if applicable, between a Party and its Affiliate and/or a Third Party), on a Product-by-Product basis, and: (a) if DELTAGEN incurred more than [***[ * ] of the total Shared Costs for a calendar quarter, then DELTAGEN shall invoice HYSEQ for the amount representing the difference between the percentage paid by DELTAGEN and the [***[ * ] (the "“HYSEQ Deficiency"”) and HYSEQ shall pay DELTAGEN the HYSEQ Deficiency within thirty (30) days of its receipt of such invoice; or (b) if HYSEQ incurred more than [***[ * ] ([ * ]) of the total Shared Costs for a calendar quarter, then DELTAGEN shall pay HYSEQ the amount representing the difference between the percentage paid by HYSEQ and the [***[ * ] ([ * ]) (the "“DELTAGEN Deficiency"”) within thirty (30) days of notifying HYSEQ of the total Shared Costs incurred by the Parties. In the event there is a good faith dispute over an amount owed by HYSEQ under this Section 6.1.2, the disputed portion of the payment may be delayed, and such payment shall not be considered delinquent pending a resolution of the Parties' ’ dispute, other than with respect to the terms and conditions of Section 13.7.

Accounting of Shared Cost; and Reports. All costs and out-of-pocket expenses that are to be shared by the Parties on a [***] basis pursuant to Section 3.1.2, ("“Shared Costs"”) shall be reviewed by the Parties each calendar quarter to determine the amount of Shared Costs incurred by each Party for such calendar quarter hereunder. Within sixty (60) days of the end of each calendar quarter (or as otherwise mutually agreed by the Parties), each Party shall provide to the other Party and the Steering Committee a report detailing the total Shared Costs incurred by it, with respect to Section 6.1.1 on a Secreted Protein Candidate-by-Secreted Protein Candidate basis and for Products incorporating such Secreted Protein Candidate whose apportionment of costs are not otherwise the subject of a separate agreement between the Parties (or, if applicable, between a Party and its Affiliate and/or a Third Party), on a Product-by-Product basis, and: (a) if DELTAGEN incurred more than [***] of the total Shared Costs for a calendar quarter, then DELTAGEN shall invoice HYSEQ for the amount representing the difference between the percentage paid by DELTAGEN and the [***] (the "“HYSEQ Deficiency"”) and HYSEQ shall pay DELTAGEN the HYSEQ Deficiency within thirty (30) days of its receipt of such invoice; or (b) if HYSEQ incurred more than [***] of the total Shared Costs for a calendar quarter, then DELTAGEN shall pay HYSEQ the amount representing the difference between the percentage paid by HYSEQ and the [***] (the "“DELTAGEN Deficiency"”) within thirty (30) days of notifying HYSEQ of the total Shared Costs incurred by the Parties. In the event there is a good faith dispute over an amount owed by HYSEQ under this Section 6.1.2, the disputed portion of the payment may be delayed, and such payment shall not be CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. considered delinquent pending a resolution of the Parties' ’ dispute, other than with respect to the terms and conditions of Section 13.7.