Cost of Transition Services. Merck Serono shall be solely responsible for all costs it incurs to provide the Transition Services until and including the License Termination Date. Beginning on the day immediately following the License Termination Date, BioMarin shall be solely responsible for all costs Merck Serono incurs to provide the Transition Services during the remainder of the Initial Transition Services Period and the entirety of the Subsequent Transition Services Period, and shall reimburse Merck Serono for (a) all of Merck Serono’s documented out-of-pocket costs and expenses in performing the Transition Services during such period and (b) [*]. Merck Serono shall submit an invoice to BioMarin on a monthly basis detailing all such costs (including an allocation of costs on an itemized basis in a manner sufficient to enable BioMarin to make accounting allocations) and BioMarin shall pay all undisputed amounts set forth in such invoice within [*] days of receipt. [*].
Cost of Transition Services. Braeburn shall be solely responsible for all costs it incurs to provide the Transition Services; provided that if any of the Transferred Assets are reasonably necessary for Braeburn to provide the Transition Services, then Titan shall promptly provide access to such Transferred Assets to Braeburn at no additional cost.
Cost of Transition Services. (a) Except as set forth in the last --------------------------- sentence of this Section 2(a), the Transition Services shall be provided at a cost equal to the greater of Actual Cost (as hereinafter defined) or the pre- agreed amounts included in Source's budget for the period of July 1, 1997 through September 30, 1997 as shown in Appendix B (the "Budget"). For purposes -------- of this Agreement, "Actual Cost" shall mean (i) a proration of the salary, taxes, benefit plan compensation, medical and other insurance and other similar employment expenses of the persons providing the relevant Transition Services, plus (ii) a proration of overhead costs, including, without limitation, corporate office use and utilities related to such persons, plus (iii) directly related out-of-pocket expenses, including, without limitation, travel, meals, couriers and third party consultants and experts. Except as set forth in the last sentence of this Section 2(a), the Transition Services for the period of October 1, 1997 through January 31, 1998 shall also be provided at the greater of Actual Cost or Budget, provided that Source Europe may notify Source a minimum of 60 days in advance of each new month (i.e., August 1 for October services, September 1 for November services etc.) that it wishes to modify the level of services included in the Transition Services, and also modify the Budget accordingly using the form included as Appendix D and signed by an officer of Source Europe. Source has 15 days ---------- following receipt of such notice to notify Source Europe regarding whether it consents to deliver the modified Transition Services and their associated costs, which consent will not be unreasonably withheld. Source Europe has seven days thereafter to confirm its response. If Source and Source Europe do not reach agreement in the seven days following the confirmation of response by Source Europe with respect to the budgeted amounts for such modified Transition Services, Source will continue to provide the Transition Services as they were defined prior to any such modification proposal. Regardless of any modifications, however, Source Europe will pay Source a minimum, of $37,500 per month, excluding any "Pass Through Costs", for services rendered during the October 1, 1997 - January 31, 1998 period. The parties hereto agree that their best estimate of the amounts of "Pass Through Costs" for the period from July 1997 to January 1998 is as set forth in Appendix B hereto. The ...
Cost of Transition Services. Merck Serono shall be solely responsible for all costs it incurs to provide the Transition Services until the Transfer Time. From the Transfer Time onwards, BioMarin shall be solely responsible for all costs set forth in the Transition Plan. Merck Serono shall submit an invoice to BioMarin on a monthly basis detailing all such costs (including an allocation of costs on an itemized basis in a manner sufficient to enable BioMarin to make accounting allocations) and BioMarin shall pay all undisputed amounts set forth in such invoice within [*] days of receipt. [*].
Cost of Transition Services. (a) Seller’s Current Charge-Out Practices. Seller’s historic charge-out practices for services such as the Transition Services include (i) allocations of Seller’s fully-loaded costs, determined and calculated on a basis consistent with past practices, bearing the same relation to actual costs as historically has been the case, and applicable across Seller’s Retained Businesses and the Business, for various services to the Business or the Retained Businesses, as applicable, at various sites, including for international host entity services, centralized information technology systems services and various US human resources payroll and benefit services, estimates of which are set forth on Schedule 1-A and 1-B (it being understood that the estimates on Schedule 1-B are in the aggregate consistent with past practices and bear the same relation to actual costs as historically has been the case, and applicable across Seller’s Retained Businesses and the Business, but the line items set forth on Schedule 1-B have not been historically allocated at that level of detail), respectively (the “Allocated Costs”); (ii) various direct activity-based internal charges, charged on an as-requested basis directly to the business unit (e.g., for training and organizational effectiveness programs (“T&OE”)) (the “Direct Internal Charges”); and (iii) third party pass through charges for services provided by third parties and charged directly to a business unit and not otherwise included in Allocated Costs (e.g., metered utilities at some locations) (the “Third Party Pass-Thru Charges”) (collectively, “Seller’s Current Charge-Out Practices”). In addition to Seller’s Current Charge-Out Practices, some third party services contemplated to be provided hereunder may have historically been, and may currently be, charged by such third party directly to the Business, a Purchased Subsidiary or Seller’s Retained Businesses, as the case may be. For the avoidance of doubt, any such direct-billed third party services will be considered a business expense of the party receiving such service and not a Transition Service provided hereunder.
Cost of Transition Services. With respect to any Transition Services for which Seller’s Current Charge-Out Practice has been to charge Allocated Costs, the cost of such Transition Services hereunder (both those provided by Seller to the Business and the Purchased Subsidiaries and those provided by the Business and the Purchased Subsidiaries to Seller’s Retained Businesses) will be Seller’s or Buyer’s Allocated Costs set forth on Schedule 1-A and 1-B (subject to adjustment in accordance with this Agreement) plus the applicable Adder (if any). The Allocated Costs will be adjusted annually, in accordance with Seller’s past practices, with respect to the Transition Services to be provided in each immediately following calendar year during the applicable Transition Periods (“Allocated Cost Adjustments”); provided, that (i) such Allocated Cost Adjustments shall reflect actual changes to Provider’s fully-loaded costs, determined and calculated on a basis consistent with historical practices, bearing the same relation to actual costs as historically has been the case, and applicable across Seller’s Retained Businesses or Buyer’s Business, as applicable, (ii) Recipient will not be charged any such Allocated Cost Adjustment resulting from enhanced capabilities or services that are waived by Recipient, and (iii) in no event will the aggregate Allocated Cost Adjustments, without giving effect to any increased usage of Transition Services by Recipient resulting in negotiated price increases as described in Section 2.04, exceed fifteen percent (15%) in the aggregate in any one calendar year. With respect to Transition Services (i) requested by Recipient for which Seller’s Current Charge-Out Practice has been to charge Direct Internal Charges and for which such Direct Internal Charges are specified in the Annexes or Schedules hereto, (ii) which are US corporate level services that have not historically been charged to Seller’s business units (the “Previously Not Charged Costs”) and for which Direct Internal Charges are specified on the Annexes or Schedules hereto or (iii) constituting consultation and assistance Transition Services as specified in the Annexes and Schedules hereto, the cost of such requested Transition Services hereunder (both those provided by Seller to the Business and the Purchased Subsidiaries and those provided by the Business and the Purchased Subsidiaries to Seller’s Retained Businesses) will be the same amounts Provider charges its divisions and business segments or (if speci...
