Development Cost Sharing. [*****]. Up until completion of the phase 1b Clinical Trial, each Party will provide the other Party with a report at the end of each Calendar Quarter providing an accounting of its CMC and Development activities during the previous Calendar Quarter and the costs associated with such activities. In the event that at the end of any Calendar Year one Party has paid more than its share of the CMC and Development costs, such Party shall send a written notice and invoice to the other Party describing the overpayment against such Party’s share and requesting reimbursement for the overpayment amount. The Party receiving such invoice shall reimburse the other Party within [*****] of its receipt of the invoice.
Development Cost Sharing. Only if and after Acucela exercises its Opt-In Right, the Parties shall share applicable Development Costs in accordance with the provisions of Section 7.4(a) and (b).
Development Cost Sharing. Micron and NTC shall share SOW Costs as specified on Schedule 4.
Development Cost Sharing. Except as otherwise provided in this Agreement, the Parties shall share the Development Costs incurred by or on account of I-Mab to Develop the CD38 Product in the Field in the Territory (25% I-Mab: 75% Everest) as follows:
(a) For each calendar quarter in which I-Mab is anticipated to conduct any Development activities under the Development Plan, I-Mab shall submit to Everest an invoice setting forth the estimated Development Costs based on the then-current Development Budget for such calendar quarter, no later than thirty (30) days before the first day of such calendar quarter. Everest shall pay Everest’s share (i.e., 75%) of the estimated Development Costs set forth in the invoice before the first day of such calendar quarter.
(b) Within thirty (30) days after the end of each calendar quarter in which I-Mab has conducted Development activities under the Development Plan, I-Mab shall submit to Everest a reasonably detailed reconciliation report setting forth the actual Development Costs incurred by or on account of I-Mab to Develop the CD38 Product in such calendar quarter.
(c) If the actual Development Costs for such calendar quarter is more than the amount of estimated Development Costs amount set forth in the invoice, then within thirty (30) days after the receipt of such reconciliation report, Everest shall pay to I-Mab (i) seventy-five percent (75%) of the portion of the actual Development Costs that are in excess of the invoice amount.
(d) If the actual Development Costs for such calendar quarter is less than the amount of estimated Development Costs amount set forth in the invoice, then Everest’s prepayment in excess of Everest’s share (i.e.,75%) of the actual Development cost shall be credited toward the payment for the estimated Development Costs for the next calendar quarter (or promptly refunded to Everest if no more Development activities are planned). Notwithstanding the abovementioned, Everest shall not have the obligation to share the portion of the actual Development Costs that exceeds the total amount set forth in the Development Budget.
Development Cost Sharing. Except as otherwise provided in this Agreement and subject to Article 3.2(a) above, the Parties shall share the Development Costs incurred by or on account of I-Mab to Develop the CD38 Product in the Field in the Territory (25% I-Mab: 75% Everest). Within thirty (30) days after the end of each calendar quarter in which I-Mab has conducted Development activities under the Development Plan, I-Mab shall submit to Everest a reasonably detailed report setting for the actual Development Costs incurred by or on account of I-Mabto Development the CD 38 Product in such calendar quarter and the supporting proof of payment, and an invoice for seventy-five percent (75%) of such actual Development Costs. Everest shall pay to I-Mab such invoiced amount within thirty (30) days after the date of such invoice.” Notwithstanding the abovementioned, Everest shall not have the obligation to share the portion of the actual Development Costs that exceeds the total amount set forth the in the Development Budget.
Development Cost Sharing. For the avoidance of doubt, if the Parties decide to jointly sublicense to a single Third Party the right to Develop and Commercialize a Co-Developed Product as described in Section 5.5.1(a) or (b), the Parties’ respective obligations to share in the Co-Development Costs applicable to that Co-Developed Product in accordance with Sections 5.1 and 5.2 shall continue until the effective date of the sublicense agreement.
Development Cost Sharing. (a) Allocation. [***]. Thereafter, subject to the remainder of this Section 6.1, on a Product-by-Product basis, the Parties shall share all Development Costs for the Development of Products under this Agreement, with GreenLight bearing fifty percent (50%) and EVT bearing fifty percent (50%) of all Development Costs. Development Costs will initially be borne by the Party incurring such costs; provided that the Parties shall reconcile such Development Costs and make payments in accordance with Section 6.1(c) to achieve the foregoing agreed allocation for each Quarterly Period.
Development Cost Sharing. If Nycomed exercises its access rights pursuant to Section 2.3.1, the Parties shall agree in good faith on a reasonable compensation of Sepracor for the technical and clinical development costs incurred by Sepracor for the relevant Additional Product always provided, however, that Nycomed shall not owe Sepracor any such contribution for technical and clinical development costs incurred by Sepracor for the [**]. The basis of such determination of the share of Sepracor's technical and clinical development costs to be borne by [**] shall be a good faith estimation of [**], in relation to [**]. There shall be a reasonable adjustment of such development cost compensation payment if there should be any change regarding the relevant countries of the ROW in which Nycomed commercializes the applicable Additional Product and the related sales potential, compared with the sales potential of the relevant Additional Product in the Territory, such adjustment to be made [**]. In the event that the Parties should be unable to determine any such development cost compensation payment or permitted adjustment thereof within a period of three (3) months from the date of receipt by a Party of the written request of the other Party to make any such adjustment, such adjustment shall be finally determined by means of Third Party Expert Determination in accordance with Section 20.4.
Development Cost Sharing. In the event that Nycomed should wish to Commercialize an Additional Product in the ROW and exercise its respective access right, then except for the costs of the further technical and clinical development of the Original Products and the Nebules Product, Nycomed agrees to co-finance the related Development Costs, and the Parties will, at SC level, in the course of determining the applicable Development Plan, negotiate an appropriate allocation of the applicable Development Costs in accordance with Section 2.3.
Development Cost Sharing. If eFFECTOR elects to exercise the Option and pays Pfizer the Option Exercise Fee, eFFECTOR will be responsible for the eFFECTOR Share of the Shared Development Costs and Pfizer will be responsible for the Pfizer Share of the Shared Development Costs, and the remaining terms of this Section 5.2.4 shall apply. Within v after the end of each Pfizer Quarter in the U.S. for as long as either Party is incurring Shared Development Costs, each Party shall submit to the JSC a statement setting forth the Shared Development Costs it incurred in such Pfizer Quarter. Within [***] after receipt of such reports, the JSC shall notify the Parties in writing whether a reconciliation payment is due from one Party to the other, and if so, the amount of such reconciliation payment, so that the Parties are each responsible for their respective share of the Shared Development Costs for such Pfizer Quarter. The Party required to pay such reconciliation payment shall submit such payment to the other Party within [***] after receiving an invoice from the JSC. In the event that eFFECTOR fails to make a reconciliation payment to Pfizer within [***] after receiving an invoice from the JSC, the first such failure to make such payment will not be deemed to be an eFFECTOR material
