Common use of Costs for Performing the Moderna RSV Lead Activities Clause in Contracts

Costs for Performing the Moderna RSV Lead Activities. Notwithstanding anything in Section 8 or elsewhere in the Agreement to the contrary, the Parties agree that Merck will reimburse Moderna for all Out-of-Pocket Costs and FTE Costs incurred by Moderna and its Affiliates directly in connection with the performance of Moderna RSV Lead Activities (other than with respect to costs associated with the Manufacture of RSV Drug Product, which are addressed above), in accordance with the budget, including amounts and schedules, set forth in the Amended RSV R&D Plan, on a Calendar Quarter-by-Calendar Quarter basis, provided that to the extent such Out-of-Pocket Costs and FTE Costs, in the aggregate, exceed [***] of the budgeted costs, then such excess Out-of-Pocket Costs and FTE Costs shall be eligible for [***]. Any changes to the budget set forth in the Amended RSV R&D Plan, including amounts in connection with the performance of activities that are not included in the Amended RSV R&D Plan or that are not specifically included in the budget set forth therein, shall require review and approval by the JSC, which approval may come in any written form [***]. Moderna will send a reasonably detailed invoice to Merck for each Calendar Quarter, which invoice will include [***] during such Calendar Quarter. All of the foregoing shall be auditable by Merck pursuant to Section 8.6(c) of the Agreement. Merck agrees to pay undisputed amounts in each such invoice within [***] days of Merck’s receipt thereof.