Common use of Development Costs Clause in Contracts

Development Costs. (a) Within one hundred eighty (180) days following the Closing Date, Seller shall prepare and furnish to Purchaser a calculation of the aggregate Development Costs for the Future Restaurant with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation shall be final and binding on the Parties. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of the Development Costs and Seller will make reasonably available the employees of Seller responsible for and knowledgeable about the information used in, and the preparation of, such computation of the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoing. (b) Within five (5) days following the determination of the final calculation of the Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Development Costs reflected in such final calculation exceed the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated Development Costs reflected in such final calculation are less than the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Seller shall pay an amount equal to such shortfall to Purchaser.

Development Costs. (a) Within With respect to the Licensed Product, during the Initial Development Period, NVS will be responsible for one hundred eighty percent (180100%) days following the Closing Date, Seller shall prepare and furnish to Purchaser a calculation of the aggregate Development Costs for the Future Restaurant with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation shall be final and binding on the Parties. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of the Development Costs and Seller will make reasonably available the employees of Seller responsible for and knowledgeable about the information used in, and the preparation of, such computation of the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoing. (b) Within five (5) days following the determination of the final calculation of the Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Development Costs reflected in such final calculation exceed the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated JSC approved Development Plan. During the Initial Development Period commencing upon the first Calendar Quarter immediately following JSC approval of the Development Plan for the Licensed Product and continuing thereafter so long as Pliant incurs Development Costs reflected under this Agreement, Pliant will, within [***] Business Days of such Calendar Quarter submit to NVS a report setting forth the Development Costs it incurred in such final calculation are less than Calendar Quarter with respect to Licensed Products as approved by the aggregate amount JSC. Each such report will specify in reasonable detail all such costs, and, if requested by NVS, any such invoices or other supporting documentation for any Out-of-Pocket Costs paid or payable to a Third Party or with respect to which documentation is otherwise reasonably requested will be promptly provided, and in the case of the estimated report provided for the fourth Calendar Quarter of a given Calendar Year, shall additionally include an assessment of actual aggregate costs incurred for the preceding four (4) Calendar Quarters compared with the JSC approved Development Budget for the same Calendar Year. NVS will reimburse the Development Costs set forth incurred by Pliant as detailed in Section 2.05(a)(iisuch report within [***] days of receipt of Pliant's invoice for such amount, which invoice will be delivered by Pliant to NVS no sooner than [***] days following NVS' receipt of the report from Pliant; provided, however, that in the event of any disagreement with respect to the calculation of such reimbursable Development Costs, any undisputed portion of such reimbursement payment will be paid in accordance with the foregoing timetable and the remaining, disputed portion will be paid within [***] Business Days after the date on which the Parties, using good faith efforts, resolve the dispute. Notwithstanding the foregoing, during the Initial Development Period, NVS will not be obligated to reimburse Pliant for any Development Costs for Licensed Products in excess of [***] dollars ($[***]) (the "Development Reimbursement Cap"). Following the Initial Development Period, then Seller shall pay an amount equal to such shortfall to PurchaserNVS will be solely responsible for, at its sole cost and expense, Developing the Licensed Product.

Development Costs. (a) Within one hundred eighty (180) days During the Term, Schering shall be responsible for all costs and expenses related to the Development of Licensed Product under this Agreement in the Field in the Territory that are incurred following the Closing Effective Date (“Development Costs”). With respect to those Development Costs incurred by Novacea after the Effective Date, Seller Schering’s obligations under this Section 5.3 shall prepare be limited to those reasonable documented direct costs and furnish expenses incurred by Novacea following the Effective Date in connection with the conduct [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. of Development activities provided for in the Development Plans, including (i) the forward funding of Novacea’s ongoing clinical studies pursuant to Purchaser a calculation the Core Development Plan and (ii) compensating Novacea at the FTE Rate for those FTEs that are engaged in the execution of Development Plans, provided, however, that such Novacea costs and expenses must not exceed the aggregate Development Costs for amounts attributed to such activities in the Future Restaurant with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as budget set forth in the following sentence, such calculation Development Plan by more than [*] percent without Schering’s prior written consent. Novacea shall be final and binding on the Parties. During such periodresponsible for providing, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation once every calendar quarter, an estimate of the Development Costs it expects to incur for the next [*]. To the extent that Novacea anticipates any variance [*] percent or more from the amount attributed to a budgeted line item activity exceeding [*] (as identified in a Development Plan) or to the activities as a whole, Novacea shall promptly inform Schering and Seller will make reasonably available may not incur such additional costs without Schering’s prior written consent. For the employees avoidance of Seller doubt, Novacea shall remain solely responsible for all costs and knowledgeable about the information used in, and the preparation of, such computation of expenses accrued or incurred in the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller Licensed Product in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made Territory prior to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoingEffective Date. (b) Within five (5) days following the determination of the final calculation of the Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Development Costs reflected in such final calculation exceed the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated Development Costs reflected in such final calculation are less than the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Seller shall pay an amount equal to such shortfall to Purchaser.

Development Costs. (a) Within one hundred eighty (180) days During the Term, Schering shall be responsible for all costs and expenses related to the Development of Licensed Product under this Agreement in the Field in the Territory that are incurred following the Closing Effective Date (“Development Costs”). With respect to those Development Costs incurred by Novacea after the Effective Date, Seller Schering’s obligations under this Section 5.3 shall prepare be limited to those reasonable documented direct costs and furnish expenses incurred by Novacea following the Effective Date in connection with the conduct [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Page 20 of Development activities provided for in the Development Plans, including (i) the forward funding of Novacea’s ongoing clinical studies pursuant to Purchaser a calculation the Core Development Plan and (ii) compensating Novacea at the FTE Rate for those FTEs that are engaged in the execution of Development Plans, provided, however, that such Novacea costs and expenses must not exceed the aggregate Development Costs for amounts attributed to such activities in the Future Restaurant with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as budget set forth in the following sentence, such calculation Development Plan by more than [*] percent without Schering’s prior written consent. Novacea shall be final and binding on the Parties. During such periodresponsible for providing, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation once every calendar quarter, an estimate of the Development Costs it expects to incur for the next [*]. To the extent that Novacea anticipates any variance [*] percent or more from the amount attributed to a budgeted line item activity exceeding [*] (as identified in a Development Plan) or to the activities as a whole, Novacea shall promptly inform Schering and Seller will make reasonably available may not incur such additional costs without Schering’s prior written consent. For the employees avoidance of Seller doubt, Novacea shall remain solely responsible for all costs and knowledgeable about the information used in, and the preparation of, such computation of expenses accrued or incurred in the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller Licensed Product in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made Territory prior to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoingEffective Date. (b) Within five (5) days following the determination of the final calculation of the Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Development Costs reflected in such final calculation exceed the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated Development Costs reflected in such final calculation are less than the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Seller shall pay an amount equal to such shortfall to Purchaser.

Development Costs. (a) Within one hundred eighty (180) days following the Closing Date, Seller shall prepare and furnish to Purchaser a calculation of the aggregate All Development Costs for of Palatin which have been incurred by Palatin prior to July 1, 1999 shall be the Future Restaurant liability and responsibility of Palatin. (b) Subject to Section 5.7(d) below, all Development Costs of Palatin that are incurred by Palatin after date hereof shall be shared equally by the parties and Mallinckrodt shall, therefore, pay one-half of all such Development Costs (i.e., the "Development Payments") to Palatin, such Development Payments to be made (subject to offset in accordance with supporting documentation Section 5.8(a) below and subject to audit in reasonable detail. If, within fifteen accordance with the provisions of subsection (15c) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation shall be final and binding immediately below) on the Parties. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of the Development Costs and Seller will make reasonably available the employees of Seller responsible for and knowledgeable about the information used in, and the preparation of, such computation of the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) a monthly basis within thirty (30) days after Seller’s receipt the submission by Palatin to Mallinckrodt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon invoice and written report (accompanied by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope a statement of the review principles and assumptions utilized by the Accounting Firm shall be limited to Palatin in calculating such Development Costs, a determination breakdown of the Unresolved Objections Development Costs between and a determination among wages, supplies and contract research expenses which constitute "qualified research expenses" within the meaning of Section 41(b)(1) of the Internal Revenue Code of 1986, as to whatamended, if any, adjustments are required to be made to and by such supporting documentation and information as Mallinckrodt may request) demonstrating the calculation based upon the determination amount of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth qualifying Development Costs incurred by Palatin in the previous sentencecalendar month. Purchaser All Development Payments shall be payable in United States dollars. Any amounts payable under this subsection (b) and Seller not paid by Mallinckrodt within the applicable thirty (30) day period shall use commercially reasonable efforts accrue interest at an annual rate of eight percent (8%) on the unpaid balance due until paid. (c) Upon the written request of Mallinckrodt, Palatin shall permit an independent public accountant selected by Mallinckrodt and acceptable to cause Palatin, which acceptance shall not be unreasonably withheld or delayed, to have access during normal business hours to such records of Palatin as may be necessary to verify the Accounting Firm amount of any Development Costs incurred by Palatin in accordance herewith in respect of any calendar year (or portion thereof) ending not more than twelve (12) months prior to render its written decision resolving the matters submitted date of such request. Subject to it as promptly as practicable andother relevant provisions of this subsection (c), if all such verifications shall be conducted at all possibleMallinckrodt's expense and not more than twice in each calendar year. In the event that Mallinckrodt's representative concludes that adjustments should be made in Mallinckrodt's favor with respect to any audited period, then any appropriate refund of Development Payments, plus accrued interest at the annual rate of eight percent (8%) on any amounts due Mallinckrodt measured from the date on which any amount to be refunded was originally paid by Mallinckrodt, shall be made by Palatin within thirty (30) days after such submission of the Unresolved Objectionsdate Mallinckrodt delivers to Palatin such representative's written report so concluding (or, at Mallinckrodt's option, shall be offset by Mallinckrodt against any future Development Payments due by Mallinckrodt to Palatin hereunder), unless Palatin shall have a good faith dispute as to the conclusions set forth in such written report, in which case Palatin need not make the disputed portion of such repayment and shall provide written notice to Mallinckrodt within such thirty (30) day period of the nature of its disagreement with such written report. If Palatin shall have in writing so disputed such written report by Mallinckrodt's representative, the parties shall thereafter, for a period of sixty (60) days after Palatin has provided written notice of such dispute, attempt in good faith to resolve such dispute and if they are unable to do so then the matter will be submitted to arbitration in accordance with Section 10.6 hereof. The fees and expenses charged by Mallinckrodt's representative shall be paid by Mallinckrodt unless the audit discloses that adjustments in Mallinckrodt's favor for the period under review are greater than five percent (5%) of the Accounting Firm incurred pursuant amount of Development Costs invoiced by Palatin to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other handMallinckrodt for such period, in proportion to those matters submitted to which case Palatin shall pay the Accounting Firm that are resolved against that Party, as such reasonable fees and expenses are allocated charged by such representative. Mallinckrodt agrees that all information subject to review under this subsection (c) is confidential and that it shall cause its representatives to retain all such information in confidence in accordance with the Accounting Firm pursuant to the foregoingrequirements of Article 7 below. (bd) Within five Notwithstanding the provisions of Section 5.7(b) above, (5i) days following no Development Payments will be made for any costs incurred after the determination of the final calculation termination of the Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement Phase in any portion of the Parties or by determination of Territory with respect to a LeuTech Indication which is being developed in accordance with the Accounting Firm, as applicable), if (i) the aggregated Development Costs reflected in such final calculation exceed the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Purchaser shall pay an amount equal to such excess to Seller or Program and (ii) [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2]. Mallinckrodt hereby represents and warrants to Palatin that the aggregated Development Costs reflected in such final calculation are less than Payments have been approved by all necessary action on the aggregate amount part of the estimated Board of Directors of Mallinckrodt Inc., a New York corporation publicly traded on the New York Stock Exchange and the ultimate parent of Mallinckrodt, and that Mallinckrodt will take all steps necessary to ensure that Development Costs set forth Payments will be made to Palatin as and when due in Section 2.05(a)(ii), then Seller shall pay an amount equal to such shortfall to Purchaseraccordance herewith.

Development Costs. (a) Within one hundred eighty (180) days following the Closing DateDate or, if later, the last Subsequent Closing, Seller shall prepare and furnish to Purchaser a calculation of the aggregate Development Costs for each of the Future Restaurant Restaurants with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation shall be final and binding on the Parties. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of the Development Costs and Seller will make reasonably available the employees of Seller responsible for and knowledgeable about the information used in, and the preparation of, such computation of the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoing. (b) Within five (5) days following the determination of the final calculation of the Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Development Costs reflected in such final calculation exceed the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii2.05(a)(v)(A) and Section 2.05(a)(v)(B), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated Development Costs reflected in such final calculation are less than the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii2.05(a)(v)(A) and Section 2.05(a)(v)(B), then Seller shall pay an amount equal to such shortfall to Purchaser.

Development Costs. (a) Within one hundred eighty (180) days following the Closing DateSubject to Section 3.4(d), Seller shall prepare and furnish to Purchaser a calculation of the aggregate Development Costs for the Future Restaurant with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation Enzon shall be final and binding on the Parties. During such period, Seller shall provide Purchaser responsible for all costs associated with all information reasonably necessary and available to Seller relating to the computation of the Development Costs and Seller will make reasonably available Commercialization of Products incurred after the employees Effective Date. For the avoidance of Seller doubt, NatImmune shall be responsible for and knowledgeable about costs related to services provided by Diosynth B.V. under the information used in, and Diosynth Agreement through the preparation of, such computation date of the Development Costs. If, within fifteen this Agreement. (15b) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects NatImmune agrees to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts in performing the tasks set forth on Schedule 3.4(b) related to cause the Accounting Firm Development of the Products; provided, that NatImmune may cease any such task at any time, if, after exerting such commercially reasonable efforts, NatImmune determines in good faith that it is not capable of performing the applicable task. Enzon shall pay NatImmune the payments in the amounts and at the times set forth in such Schedule, plus Enzon shall reimburse NatImmune for [**Redacted**]. Enzon shall pay NatImmune the particular amounts specified on Schedule 3.4(b) no later than ten (10) Business Days after the occurrence of the event associated with each such amount. (c) If the Parties agree that NatImmune shall perform other activities in connection with the Development, the Parties will agree on reasonable compensation to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possibleNatImmune for performing such services. If applicable, within thirty (30) days after such submission the end of each Enzon Quarter, NatImmune shall submit to Enzon an accounting of all costs NatImmune incurs under the Development Plan during that Enzon Quarter, including reasonable detail demonstrating the specific basis for the costs and expenses included in the summary. Enzon shall on an Enzon Quarterly basis, within forty-five (45) days after the end of each Enzon Quarter (provided that NatImmune submitted its accounting report on time), prepare and submit to NatImmune a reimbursement of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoingcosts [**Redacted**]. (bd) Within five (5) days following NatImmune shall be responsible for costs related to additional activities specifically required for obtaining Regulatory Approvals in the determination NatImmune Territory, and NatImmune shall be responsible for all costs related to Commercialization of Products in the final calculation of the Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Development Costs reflected in such final calculation exceed the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated Development Costs reflected in such final calculation are less than the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Seller shall pay an amount equal to such shortfall to PurchaserNatImmune Territory.

Development Costs. (a) Within one hundred eighty nine (1809) days months following the Closing Datedate on which a New Site opens, Seller shall prepare and furnish to Purchaser a calculation of the aggregate Development Costs for such New Site with supporting documentation in reasonable detail (“Final New Site Development Costs”). Within nine (9) months following the date on which the Future Restaurant opens, Seller shall prepare and furnish to Purchaser a calculation of the aggregate Development Costs for the Future Restaurant with supporting documentation in reasonable detaildetail (“Final Future Restaurant Development Costs”). If, DB02/0502991.0000/9783465.8 WP01 within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation shall be final and binding on the Parties. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of the Final New Site Development Costs and Final Future Restaurant Development Costs, as applicable, and Seller will make reasonably available the employees of Seller responsible for and knowledgeable about the information used in, and the preparation of, such computation of the Final New Site Development Costs and Final Future Restaurant Development Costs, as applicable. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoing. (b) Within five (5) days following the determination of the final calculation of the Final New Site Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Final New Site Development Costs reflected in such final calculation exceed the aggregate amount of the estimated Estimated New Site Development Costs set forth in Section 2.05(a)(ii2.05(a)(iii), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated Final New Site Development Costs reflected in such final calculation are less than the aggregate amount of the estimated Estimated New Site Development Costs set forth in Section 2.05(a)(ii2.05(a)(iii), then Seller shall pay an amount equal to such shortfall to Purchaser, subject in each case to adjustment as provided in Section 2.05(e). (c) Within five (5) days following the determination of the final calculation of the Final Future Restaurant Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Final Future Restaurant Development Costs reflected in such final calculation exceed the aggregate amount of the Estimated Future Restaurant Development Costs set forth in Section 2.05(a)(iv), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated Final Future Restaurant DB02/0502991.0000/9783465.8 WP01 Development Costs reflected in such final calculation are less than the aggregate amount of the Estimated Final Future Restaurant Development Costs set forth in Section 2.05(a)(iv), then Seller shall pay an amount equal to such shortfall to Purchaser, subject in each case to adjustment as provided in Section 2.05(e).