Commercialization Overruns Sample Clauses

Commercialization Overruns. If the Allowable Expenses for commercialization activities exceed the amounts budgeted for all such activities in the applicable U.S. Commercialization Plan (and taking into account any amendments to such U.S. Commercialization Plan that may be approved during a Calendar Year) by more than *** percent (***) (calculated for all costs incurred over such Calendar Year for all budgeted activities), such excess Allowable Expenses (each, a “Commercialization Overrun”) shall be borne by the Party responsible for performing or causing to be performed such activities (for purposes of this Section 6.4.2, the “Responsible Party”) and shall be excluded from “Allowable Expenses” hereunder; provided, however, that (i) if any overspend for commercialization activities, although not a Commercialization Overrun, was not reasonable or was within the control of the applicable Party but such Party did not use reasonable efforts to control such overspend, then such overspend shall be borne by the Responsible Party, and (ii) in the event and to the extent that any Commercialization Overrun was outside the reasonable control of, and not attributable to a failure to use Commercially Reasonable Efforts by, the Responsible Party, or did not result from the failure of such Responsible Party to adequately supervise a Third Party performing such activities, then provided that the Responsible Party has promptly notified the other Party of such Commercialization Overrun, such Commercialization Overrun shall be included in Allowable Expenses and shared by the Parties pursuant to Section 6.4.1.