Common use of Certain Costs Clause in Contracts

Certain Costs. (a) All out-of-pocket costs and fees payable to a Governmental Authority associated with transferring to Purchaser or one of its Affiliates the Transferred IP Rights and the Transferred Governmental Authorizations for the Products conveyed to Purchaser hereunder shall be borne and paid solely by Purchaser when due; provided, however, that if any such amount shall be incurred by Seller, Purchaser shall, subject to receipt of satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller such out-of-pocket costs and fees. (b) All out-of-pocket costs and expenses associated with removing and moving any Purchased Asset to a location designated by Purchaser shall be borne and paid by Purchaser when due and all Liabilities arising in connection therewith shall be borne by Purchaser; provided, however, that if any amount or Liability should be incurred by Seller in connection with such removing and moving, Purchaser shall, subject to receipt of satisfactory evidence of Seller’s incurrence thereof, promptly pay Seller its reasonable, customary and documented out-of-pocket costs, expenses and Liabilities. (c) In addition to the expenses subject to reimbursement as set forth in Section 2.12(a) and Section 2.12(b), Purchaser shall reimburse Seller for the expenses set forth on Section 2.12(c) of the Disclosure Schedules. All undisputed amounts of such reimbursement shall be made within thirty (30) days of Seller’s presentation of documentation of the payment of such expenses.

Certain Costs. (a) All out-of-pocket costs and fees payable to a Governmental Authority associated with transferring to Purchaser or one of its Affiliates the Transferred IP Rights and the Transferred Governmental Authorizations for the Products conveyed to Purchaser hereunder shall be borne and paid solely by Purchaser when due; provided, however, that if any such amount shall be incurred by Seller, Purchaser shall, subject to receipt of satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller such out-of-pocket costs and fees. (b) All out-of-pocket costs and expenses associated with removing and moving any Purchased Asset shipping the Transferred Inventory to a location designated by Purchaser Collegium shall be borne and paid by Purchaser Collegium; provided, however, that if any out-of-pocket costs or expenses should be incurred by Depomed in connection with shipping any of the Transferred Inventory to a location designated by Collegium, Collegium shall, subject to receipt of satisfactory evidence of Depomed’s incurrence thereof, promptly pay Depomed its reasonable, customary and documented out-of-pocket costs and expenses. (b) Subject to the terms and conditions of the applicable CMO Supply Agreement, all out-of-pocket costs, expenses and Liabilities incurred directly by or on behalf of Depomed or AbbVie Ltd. (“AbbVie”) in connection with the transfer of all technology and equipment related to the Manufacture of Nucynta® ER from the current manufacturer (Xxxxxxx Ortho LLC and Xxxxxxx Pharmaceuticals, Inc. (collectively, “Xxxxxxx”)) to AbbVie, as contemplated in Exhibit B to that certain Development and Manufacturing Services Agreement, by and between Depomed and AbbVie, dated as of June 15, 2016 (the “Manufacturing Tech Transfer Plan”) (including all of such costs and expenses associated with the following (regardless of whether or not they are expressly contemplated in the Manufacturing Tech Transfer Plan): removing and moving any equipment, materials or technology from Xxxxxxx’x current manufacturing facility in Puerto Rico to AbbVie’s designated location in Puerto Rico, implementation of the aforementioned technology in AbbVie’s facilities and the associated requirements imposed by any Regulatory Authority (e.g., to perform bioequivalence studies)) will be borne and paid by Depomed when due due, and all Liabilities arising in connection therewith shall be borne by PurchaserDepomed; provided, however, that if Depomed incurs any amount costs, expenses or Liability should be incurred by Seller Liabilities in connection excess of the costs and expenses associated with such removing and movingthe aforementioned activities as a result of any modifications or additions made to the Manufacturing Tech Transfer Plan at the request of Collegium after the Closing Date, Purchaser then Collegium shall, subject to receipt of satisfactory evidence of SellerDepomed’s incurrence thereof, promptly pay Seller its reasonable, customary Depomed such incremental Certain information in this document has been omitted and documented out-of-pocket costs, expenses filed separately with the Securities and Liabilities. (c) In addition Exchange Commission. Confidential treatment has been requested with respect to the expenses subject to reimbursement as set forth in Section 2.12(a) and Section 2.12(b), Purchaser shall reimburse Seller for the expenses set forth on Section 2.12(c) of the Disclosure Schedules. All undisputed amounts of such reimbursement shall be made within thirty (30) days of Seller’s presentation of documentation of the payment of such expensesomitted portions marked [***].

Certain Costs. (a) All out-of-pocket costs and fees payable to a Governmental Authority associated with transferring to Purchaser or one of its Affiliates the Transferred IP Rights and the Transferred Governmental Authorizations for the Products conveyed to Purchaser hereunder shall be borne and paid solely by Purchaser when due; provided, however, that if any such amount shall be incurred by Seller, Purchaser shall, subject to receipt of satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller such out-of-pocket costs and fees. (b) All out-of-pocket costs and expenses associated with removing and moving any Purchased Asset shipping the Transferred Inventory to a location designated by Purchaser Collegium shall be borne and paid by Purchaser Collegium; provided, however, that if any out-of-pocket costs or expenses should be incurred by Depomed in connection with shipping any of the Transferred Inventory to a location designated by Collegium, Collegium shall, subject to receipt of satisfactory evidence of Depomed’s incurrence thereof, promptly pay Depomed its reasonable, customary and documented out-of-pocket costs and expenses. (b) Subject to the terms and conditions of the applicable CMO Supply Agreement, all out-of-pocket costs, expenses and Liabilities incurred directly by or on behalf of Depomed or AbbVie Ltd. (“AbbVie”) in connection with the transfer of all technology and equipment related to the Manufacture of Nucynta® ER from the current manufacturer (Xxxxxxx Ortho LLC and Xxxxxxx Pharmaceuticals, Inc. (collectively, “Xxxxxxx”)) to AbbVie, as contemplated in Exhibit B to that certain Development and Manufacturing Services Agreement, by and between Depomed and AbbVie, dated as of June 15, 2016 (the “Manufacturing Tech Transfer Plan”) (including all of such costs and expenses associated with the following (regardless of whether or not they are expressly contemplated in the Manufacturing Tech Transfer Plan): removing and moving any equipment, materials or technology from Xxxxxxx’x current manufacturing facility in Puerto Rico to AbbVie’s designated location in Puerto Rico, implementation of the aforementioned technology in AbbVie’s facilities and the associated requirements imposed by any Regulatory Authority (e.g., to perform bioequivalence studies)) will be borne and paid by Depomed when due due, and all Liabilities arising in connection therewith shall be borne by PurchaserDepomed; provided, however, that if Depomed incurs any amount costs, expenses or Liability should be incurred by Seller Liabilities in connection excess of the costs and expenses associated with such removing and movingthe aforementioned activities as a result of any modifications or additions made to the Manufacturing Tech Transfer Plan at the request of Collegium after the Closing Date, Purchaser then Collegium shall, subject to receipt of satisfactory evidence of SellerDepomed’s incurrence thereof, promptly pay Seller its reasonableDepomed such incremental amounts. For clarity, customary the parties agree and documented out-of-pocket costs, expenses and Liabilities. (c) In addition acknowledge that any modifications of the Manufacturing Tech Transfer Plan made at the request of Collegium shall be subject to the expenses subject to reimbursement as set forth in Section 2.12(a) and Section 2.12(b)prior written consent of Depomed, Purchaser which consent shall reimburse Seller for the expenses set forth on Section 2.12(c) of the Disclosure Schedules. All undisputed amounts of such reimbursement shall not be made within thirty (30) days of Seller’s presentation of documentation of the payment of such expensesunreasonably withheld, conditioned or delayed.

Certain Costs. (a) All out-of-pocket costs and fees payable to a Governmental Authority associated with transferring to Purchaser or one of its Affiliates the Transferred IP Rights and the Transferred Governmental Authorizations for the Products conveyed to Purchaser hereunder shall be borne and paid solely by Purchaser when due; provided, however, that if any such amount shall be incurred by Seller, Purchaser shall, subject to receipt of satisfactory evidence of Seller’s payment thereof, promptly reimburse Seller such for its out-of-pocket costs and feescosts. (b) All out-of-pocket costs and expenses associated with removing and moving any Purchased Asset to a location designated by Purchaser shall be borne and paid solely by Purchaser when due and all Liabilities arising in connection therewith shall be borne by Purchaserdue; provided, however, that if any such amount or Liability should shall be incurred by Seller in connection at the request of Purchaser or with such removing and movingPurchaser’s prior written consent, Purchaser shall, subject to receipt of satisfactory evidence of Seller’s incurrence payment thereof, promptly pay reimburse Seller for its reasonable, customary and documented out-of-pocket costs, expenses and Liabilities. (c) In addition to All Inventories that are held by Seller after the expenses subject to reimbursement as set forth Closing, whether they have been returned, have expired or have been deemed unusable or not fit for sale, will be destroyed in Section 2.12(a) accordance with the policies of Seller and Section 2.12(b)applicable Law, Purchaser shall reimburse Seller for the expenses set forth on Section 2.12(c) of the Disclosure Schedules. All undisputed amounts of such reimbursement shall be made within thirty (30) days of at Seller’s presentation of documentation of the payment of such expensesexpense.