Development Overruns Sample Clauses

Development Overruns. If the Development Costs incurred by a Party for Development activities exceed the amounts set forth in the Joint Development Plan and Budget by more than [**] percent ([**]%) (calculated for all costs incurred over the [**] (as such may be adjusted pursuant to Section 5.2.1(b)(ii)) for all budgeted activities), such excess Development Costs (each, a “Development Overrun”) shall be borne by the Party responsible for performing or causing to be performed such activities and such Development Overrun shall be excluded from the division of Development Costs set forth in Section 5.2.1(b)(iv) (Allocation); provided that, if such Development Overrun was outside the reasonable control of, and not attributable to a failure to use Commercially Reasonable Efforts by, the Party responsible for such Development Overrun, or did not result from the failure of such Party to adequately supervise a Third Party performing such activities, then the Party incurring such Development Overrun may petition the JSC to have such Development Overrun included in the division of Development Costs and shared by the Parties pursuant to Section 5.2.1(b)(iv) (Allocation) and, only if the Parties, acting through their JSC representatives, mutually agree (without reference to the tie-breaking provisions of Section 2.2.3 (Disagreement Resolution)) that such Development Overrun should be included in the division of Development Cost (without BII exercising its tie-breaking authority pursuant to Section 2.2.3 (Disagreement Resolution)), will such Development Overrun be shared by the Parties pursuant to Section 5.2.1(b)(iv) (Allocation).