Common use of Cost Overruns Clause in Contracts

Cost Overruns. (a) In any Calendar Year, each Party shall promptly inform the other Party upon such Party determining that it is likely to overspend or underspend by more than ten percent (10%) its respective total Collaboration Costs set forth in the Commercialization Budget for that Calendar Year. (b) If in any such Calendar Year a Party exceeds its budgeted costs and expenses by more than ten percent (10%), the Party that has so exceeded its budget shall provide to the JCC and to the JEC (if the matter is escalated to the JEC because it cannot be resolved by the JCC) a full explanation for exceeding the Commercialization Budget. If and to the extent that any such overspend (i) was outside the reasonable control of the applicable Party, or (ii) resulted from a reasonable or necessary acceleration of Joint Commercialization Activities within a particular Calendar Year, some or all of which activities had been expected to occur in a subsequent Calendar Year; then (in each case (i) and (ii)), provided the applicable Party has promptly notified the other Party of such overspend and, in the case of overspends covered by clause (i) of this Section 3.10.2(b), used reasonable efforts to mitigate the size of such overspend, such overspend shall be included in Collaboration Costs and shared by the Parties pursuant to Section 6.1.1. (c) To the extent that any overspend is not included in Collaboration Costs as provided in this Section 3.10.2, the Party that has exceeded its budget by more than ten percent (10%) for a Calendar Year shall be solely responsible for the overspend.

Cost Overruns. (a) In any Calendar Year, each Party shall promptly inform the other Party upon such Party determining that it is likely to overspend or underspend by more than ten percent (10%) its respective total Collaboration Costs set forth in the Commercialization Development Budget for that Calendar Year. (b) If in any such Calendar Year a Party exceeds its budgeted costs and expenses by more than ten percent (10%), the Party that has so exceeded its budget shall provide to the JCC JDC and to the JEC (if the matter is escalated to the JEC because it cannot be resolved by the JCCJDC) a full explanation for exceeding the Commercialization Development Budget. If and to the extent that any such overspend (i) was outside the reasonable control of the applicable Party, or (ii) resulted from a reasonable or necessary acceleration of Joint Commercialization Activities Development activities within a particular Calendar Year, some or all of which activities had been expected to occur in a subsequent Calendar Year; then (in each case (i) and (ii)), provided the applicable Party has promptly notified the other Party of such overspend and, in the case of overspends covered by clause (i) of this Section 3.10.2(b2.3.2(b), used reasonable efforts to mitigate the size of such overspend, then such overspend shall be included in Collaboration Costs and shared by the Parties pursuant to Section 6.1.1. (c) To the extent that any overspend is not included in Collaboration Costs as provided in this Section 3.10.22.3.2, the Party that has exceeded its budget by more than ten percent (10%) for a Calendar Year shall be solely responsible for the overspend.

Cost Overruns. (ai) In any Calendar Year, each Each Party shall promptly inform the other Party upon if such Party determining determines that it is likely to overspend or underspend by more than ten [***] percent (10[***]%) its respective total Collaboration Costs aggregate budgeted costs and expenses under the Joint Exploratory Development Plan or any Joint Plan for Development activities conducted thereunder and shall provide the other Party with a reasonably detailed explanation for such anticipated overspend or underspend. If the Parties agree, the budget set forth in the Commercialization Budget Joint Exploratory Development Plan or any Joint Plan for that Calendar YearDevelopment activities may be amended to address such overspend or underspend. (bii) The portion of any overspend that is less than or equal to [***] percent ([***]%) of a Party’s respective aggregate budgeted costs and expenses set forth in the Joint Exploratory Development Plan or such Joint Plan, as applicable, shall be included in Development Costs and shared by the Parties in accordance with the terms hereof. (iii) If in any such Calendar Year a Party exceeds its aggregate budgeted costs and expenses by more than ten [***] percent (10[***]%), the Party that has so exceeded its budget shall provide to the JCC and to the JEC (if the matter is escalated to the JEC because it cannot be resolved by the JCC) a full explanation for exceeding such aggregate budgeted costs under the Commercialization BudgetJoint Exploratory Development Plan or such Joint Plan, as applicable. If and to the extent that any such overspend in excess of [***] percent (i[***]%) was outside the reasonable control of the applicable Party and not caused by the negligence or willful misconduct of, or breach of this Agreement by, such Party, or (ii) resulted from a reasonable or necessary acceleration of Joint Commercialization Activities within a particular Calendar Year, some or all of which activities had been expected to occur in a subsequent Calendar Year; then (in each case (i) and (ii)), provided that the applicable Party has promptly notified the other Party of such overspend and, in the case of overspends covered by clause (i) of this Section 3.10.2(b), and used reasonable efforts to mitigate the size of such overspend, such overspend shall be included in Collaboration Development Costs and shared by the Parties pursuant to Section 6.1.1in accordance with the terms hereof. (civ) To the extent that any overspend is not included in Collaboration Development Costs as provided in this Section 3.10.211.2(b)(iii), the Party that has exceeded its budget by more than ten percent (10%) for a Calendar Year shall be solely responsible for the overspend.

Cost Overruns. (a) In any Calendar Yearcalendar year, each Party shall promptly inform the other Party upon such Party determining that it is likely to overspend or underspend by more than ten percent (10%) its respective total Collaboration Commercialization Costs set forth in the Commercialization Budget Plan budget for that Calendar Year. (b) calendar year. If in any such Calendar Year calendar year a Party exceeds its budgeted costs and expenses by more than ten percent (10%), the Party that has so exceeded its budget shall provide to the JCC and to the JEC (if the matter is escalated to the JEC because it cannot be resolved by the JCC) JSC a full explanation for exceeding the Commercialization BudgetPlan budget. If and to the extent that any such overspend (i) was outside the reasonable control of the applicable Party, or (ii) resulted from a reasonable or necessary acceleration of Joint Commercialization Activities activities within a particular Calendar Yearcalendar year, some or all of which activities had been expected to occur in a subsequent Calendar Yearcalendar year; then (in each case (i) and (ii)), provided the applicable Party has promptly notified the other Party of such overspend and, in the case of overspends covered by clause (i) of this Section 3.10.2(b9.5.1(b), used reasonable efforts to mitigate the size of such overspend, then such overspend shall be included in Collaboration Commercialization Costs and shared by the Parties pursuant to Section 6.1.1. (c) 9.7.1. To the extent that any overspend is not included in Collaboration Commercialization Costs as provided in this Section 3.10.29.5.1(b), the Party that has exceeded its budget by more than ten percent (10%) for a Calendar Year calendar year shall be solely responsible for the overspend.

Cost Overruns. (ai) In any Calendar Year, each Each Party shall promptly inform the other Party upon such Party determining that it is likely to overspend or underspend by more than ten percent (10%) its respective total Collaboration Costs aggregate budgeted costs and expenses for Initial Development Activities or Joint Development Activities, as the case may be, set forth in the Commercialization Budget for that Calendar Yeareach applicable Development Plan and Budget. (bii) The portion of any overspend that is less than or equal to ten percent (10%) of a Party’s respective aggregate budgeted costs and expenses for Initial Development Activities or Joint Development Activities, as the case may be, set forth in an applicable Development Plan and Budget shall be included in Collaboration Costs and shared by the Parties pursuant to Section 3.4.1. Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that the Company treats as private or confidential. These redacted terms have been marked in this Exhibit with three asterisks [***]. (iii) If in any such Calendar Year a Party exceeds its aggregate budgeted costs and expenses by more than ten percent (10%), the Party that has so exceeded its budget shall provide to the JCC and to the JEC (if the matter is escalated to the JEC because it cannot be resolved by the JCC) JDC a full explanation for exceeding such aggregate budgeted costs under the Commercialization applicable Development Plan and Budget. If and to the extent that any such overspend in excess of ten percent (i10%) was outside the reasonable control of the applicable Party and not caused by the negligence or wilful misconduct of such Party, or (ii) resulted from a reasonable or necessary acceleration of Joint Commercialization Activities within a particular Calendar Year, some or all of which activities had been expected to occur in a subsequent Calendar Year; then (in each case (i) and (ii)), provided that the applicable Party has promptly notified the other Party of such overspend and, in the case of overspends covered by clause (i) of this Section 3.10.2(b), and used reasonable efforts to mitigate the size of such overspend, such overspend shall be included in Collaboration Costs and shared by the Parties pursuant to Section 6.1.13.4.1. (civ) To the extent that any overspend is not included in Collaboration Costs as provided in this Section 3.10.23.4.4(ii) or 3.4.4(iii), the Party that has exceeded its budget by more than ten percent (10%) for a Calendar Year shall be solely responsible for the overspend.

Cost Overruns. (ai) In any Calendar Year, each Each Party shall promptly inform the other Party upon such Party determining that it is likely to overspend or underspend by more than ten [***] percent (10[***]%) its respective total Collaboration Costs aggregate budgeted costs and expenses for Initial Development Activities or Joint Development Activities, as the case may be, set forth in the Commercialization Budget for that Calendar Yeareach applicable Development Plan and Budget. (bii) The portion of any overspend that is less than or equal to [***] ([***]%) percent of a Party’s respective aggregate budgeted costs and expenses for Initial Development Activities or Joint Development Activities, as the case may be, set forth in an applicable Development Plan and Budget shall be included in Collaboration Costs and shared by the Parties pursuant to Section 3.4.1. (iii) If in any such Calendar Year a Party exceeds its aggregate budgeted costs and expenses by more than ten [***] percent (10[***]%), ) the Party that has so exceeded its budget shall provide to the JCC and to the JEC (if the matter is escalated to the JEC because it cannot be resolved by the JCC) JDC a full explanation for exceeding such aggregate budgeted costs under the Commercialization applicable Development Plan and Budget. If and to the extent that any such overspend in excess of [***] percent (i[***]%) was outside the reasonable control of the applicable Party and not caused by the negligence or wilful misconduct of such Party, or (ii) resulted from a reasonable or necessary acceleration of Joint Commercialization Activities within a particular Calendar Year, some or all of which activities had been expected to occur in a subsequent Calendar Year; then (in each case (i) and (ii)), provided that the applicable Party has promptly notified the other Party of such overspend and, in the case of overspends covered by clause (i) of this Section 3.10.2(b), and used reasonable efforts to mitigate the size of such overspend, such overspend shall be included in Collaboration Costs and shared by the Parties pursuant to Section 6.1.13.4.1. (civ) To the extent that any overspend is not included in Collaboration Costs as provided in this Section 3.10.23.4.4(ii) or 3.4.4(iii), the Party that has exceeded its budget by more than ten percent (10%) for a Calendar Year shall be solely responsible for the overspend.