Common use of Infinity Participation in Development Clause in Contracts

Infinity Participation in Development. If Infinity wishes to initiate any development activity (including any clinical trial) under the Development Plan for any Licensed Product, it shall submit a request to Novartis and provide a draft protocol for any proposed development activity that it wishes to undertake as well as an implementation plan and budget for such activities. Novartis shall consider such request in good faith and may approve in its sole discretion, but shall have no obligation to agree to such a request. In the event that Novartis agrees to permit Infinity to conduct any development activities, (a) Infinity shall conduct such activities under the Development Plan pursuant to the written implementation plan and budget approved by Novartis, and (b) Novartis shall reimburse Infinity’s Development Costs incurred in accordance therewith, monthly in arrears, with payment due to Infinity forty-five (45) days after the receipt of an invoice and Infinity may submit such invoice at the end of the relevant month. Novartis will not be responsible for cost overruns of the budget approved by Novartis in excess of [**] percent ([**]%) of the budget approved. Infinity shall promptly report to Novartis all inventions developed by Infinity under the Development Plan.