Common use of Companion Diagnostic Development Costs Clause in Contracts

Companion Diagnostic Development Costs. (i) Within [*] days after the end of each calendar quarter during which the Parties are developing a Companion Diagnostic, Miragen shall submit to Servier a reasonably detailed invoice setting forth all the Companion Diagnostic Development Costs incurred by Miragen in such calendar quarter. Servier shall pay to Miragen the amount invoiced within [*] days after the receipt of the invoice. (ii) After (1) Miragen has entered into an agreement with a Third Party and grant such Third Party the right to import, offer for sale and/or sale such Companion Diagnostic outside the Territory as set forth in Section 5.4(d)(ii)(1); or (2) Miragen has entered into a U.S. Partner Agreement for the Licensed Product associated with such Companion Diagnostic as set forth in Section 5.4(d)(ii)(2); or (3) the receipt of a notice from Miragen that Miragen will reimburse Servier for part of the Companion Diagnostic Development Costs for a Companion Diagnostic as set forth in Section 5.4(d)(ii)(3); or (4) the date upon which Miragen files a regulatory approval application for a Companion Diagnostic in the U.S., whichever is the earlier, Servier shall submit to Miragen a reasonably detailed invoice setting forth [*] of the Companion Diagnostic Development Costs of such Companion Diagnostic incurred by Servier prior to such date. Thereafter, if applicable, within [*] days after the end of each calendar quarter during which the Parties are developing such Companion Diagnostic, Servier shall submit to Miragen a reasonably detailed invoice setting forth [*] of all the Companion Diagnostic Development Costs of such Companion Diagnostic incurred by Servier in such calendar quarter. Miragen shall pay to Servier the amount(s) invoiced within [*] days after the receipt of the invoice. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Companion Diagnostic Development Costs. (i) Within Subject to Section 5.4(d)(ii) below, Servier shall be responsible for [*] days after of the end Development Plan Costs incurred by the Parties in the development of each calendar quarter during which Companion Diagnostic pursuant to the Parties are developing a Development Plan (the “Companion Diagnostic, Miragen Diagnostic Development Costs”) and shall submit to Servier a reasonably detailed invoice setting forth all the reimburse such Companion Diagnostic Development Costs incurred by Miragen in such calendar quarter. Servier shall pay pursuant to Miragen the amount invoiced within [*] days after the receipt of the invoiceSection 9.3(d)(i). (ii) After Miragen shall reimburse Servier for part of such Companion Diagnostic Development Costs as follows, pursuant to Section 9.3(d)(ii). If Miragen (1) Miragen has entered enters into an agreement with a Third Party and grant grants such Third Party the right to import, offer for sale and/or sale such Companion Diagnostic outside the Territory as set forth in Section 5.4(d)(ii)(1)Territory; or (2) Miragen has entered enters into a U.S. Partner Agreement for the Licensed Product associated with such Companion Diagnostic as set forth in Section 5.4(d)(ii)(2)Diagnostic; or (3) at any time during the receipt development of a notice from Miragen Companion Diagnostic, notifies Servier in writing that Miragen will reimburse Servier for part of the Companion Diagnostic Development Costs for a such Companion Diagnostic as set forth in Section 5.4(d)(ii)(3Diagnostic, then Miragen shall, upon the first to occur of (1); , (2) or (4) the date upon which Miragen files a regulatory approval application 3), reimburse Servier for a Companion Diagnostic in the U.S., whichever is the earlier, Servier shall submit to Miragen a reasonably detailed invoice setting forth [*] of the Companion Diagnostic Development Costs of such Companion Diagnostic incurred by Servier prior to such date. Thereafternotice, if applicableand thereafter Miragen shall reimburse Servier, within [*] days after the end of each calendar quarter during which the Parties are developing such Companion Diagnosticon a quarterly basis, Servier shall submit to Miragen a reasonably detailed invoice setting forth for [*] of all the Companion Diagnostic Development Costs of such Companion Diagnostic incurred by Servier in such calendar quarter. Miragen shall pay to Servier the amount(s) invoiced within [*] days after the receipt of the invoice. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Companion Diagnostic incurred by Servier after such notice. If none of (1), (2) or (3) occurs before Miragen’s filing of a regulatory approval application for such Companion Diagnostic in the U.S., then Miragen shall reimburse Servier for [*] of the Companion Diagnostic Development Costs of such Companion Diagnostic incurred by Servier.