Initial Development Costs. Upon the exercise by Licensor of the Licensor Co-Promotion Option provided for in Section 5.1.1 and within sixty (60) Business Days following the Co-Promotion Exercise Date, Licensor shall make one of the two following payments to Licensee, dependent upon the timing of the Co-Promotion Exercise Date: (a) if the Co-Promotion Exercise Date occurs following the date of the provision to Licensor by Licensee of top-line results from the first Phase II Study of a Licensed Product but prior to the provision to Licensor by Licensee of top-line results from the first Phase III Study of a Licensed Product, Licensor shall make a payment to Licensee in the amount of Thirty-Five Percent (35%) of Development Costs incurred from the Original Execution Date through the Co-Promotion Exercise Date; or (b) if the Co-Promotion Exercise Date occurs following the date of the provision to Licensor by Licensee of top-line results from the first Phase III Study of a Licensed Product, Licensor shall make a payment to Licensee in the amount of Forty Percent (40%) of Development Costs incurred from the Original Execution Date through the Co-Promotion Exercise Date.
Initial Development Costs. AAF shall fund and be responsible for all necessary and reasonable capital investments to complete the initial installation of crossing improve- ments at the Crossings to the extent required for compliance with currently applicable laws and requirements for passenger rail service (hereinafter, the “Initial Development Costs”). The Initial Development Costs may include some or all of the following, based on the individu- al requirements for each Crossing, as more specifically described in the final plans and draw- ings for each Crossing prepared by AAF’s consultant, and provided by AAF to CITY: the instal- lation, relocation or alteration of new track and/or the existing track; cables; railroad de- vices; crossing structures; railroad signalization equipment; grade crossing surfaces; roadway, signage and pavement marking; co-habitation of roadway traffic signals impacted by the Project to railroad truss structures; relocation of any permitted CITY utilities and, any oth- er element necessary to comply with all applicable laws and regulations. The Initial Develop- ment Costs do not include the costs of any other improvements to the Crossings related to the establishment of quiet zones or any other improvements required or desired by CITY. CITY shall have no responsibility for any Initial Development Costs, regardless of any provision to the contrary in any License Agreement.
Initial Development Costs. (i) Notwithstanding anything to the contrary in this Agreement, in no event shall Targacept be required to fund cumulative Initial Development Costs in excess of the Targacept Initial Development Cost Threshold. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that aggregate Development Costs incurred by the Parties with respect to one or more ********, and no more, shall be deemed to be Initial Development Costs.
(ii) In the event that at any time during a Calendar Quarter Targacept has incurred cumulative Initial Development Costs that equal or exceed the Targacept Initial Development Cost Threshold then in effect, Targacept may, in its sole discretion and upon written notice to AstraZeneca (a “Targacept Initial Development Cost Notice”), elect to (A) increase the Targacept Initial Development Cost Threshold to the amount set forth in such Targacept Initial Development Cost Notice or (B) terminate its obligation to fund any Initial Development Costs in excess of the Targacept Initial Development Cost Threshold then in effect; provided that such Targacept Initial Development Cost Notice must be given no later than ******** Business Days after receipt by Targacept of the Development Cost Reconciliation Report for such Calendar Quarter showing that Targacept has incurred cumulative Initial Development Costs that equal or exceed the Targacept Initial Development Cost Threshold then in effect (an “Initial Notice Deadline”).
(iii) If Targacept gives a Targacept Initial Development Cost Notice by the Initial Notice Deadline with respect to a particular Calendar Quarter and elects to:
(A) increase the Targacept Initial Development Cost Threshold, then the Targacept Initial Development Cost Threshold shall be increased to the amount set forth in such Targacept Initial Development Cost Notice; or
(B) terminate its obligation to fund any Initial Development Costs in excess of the Targacept Initial Development Cost Threshold then in effect, then (1) the Targacept Initial Development Cost Threshold shall no longer be subject to increase and shall be final and (2) AstraZeneca shall be solely responsible for funding ******** percent (********%) of all Initial Development Costs (regardless of which Party incurs such Initial Development Costs) in excess of such Targacept Initial Development Cost Threshold (including, for clarity, any such excess incurred prior to such Targacept Initial Development Cost Notice) and shall have t...
Initial Development Costs. Aevi will bear all costs and expenses, including but not limited to FTE costs and out-of-pocket costs, incurred by or on behalf of Aevi or its Affiliates and their contractors relating to the conduct of the Initial Development. For the avoidance of doubt, neither KKC nor any of its Affiliates will be responsible for any cost incurred by or on behalf of Aevi in connection to its activities conducted under this Agreement or the Initial Development.
Initial Development Costs. Medgenics will bear all costs and expenses, including but not limited to FTE costs and out-of-pocket costs, incurred by or on behalf of Medgenics or its Affiliates and their contractors relating to the conduct of the Initial Development. For the avoidance of doubt, neither KHK nor any of its Affiliates will be responsible for any cost incurred by or on behalf of Medgenics in connection to its activities conducted under this Agreement or the Initial Development.
Initial Development Costs. Notwithstanding anything in this Agreement to the contrary, if Targacept elects to terminate its obligation to fund any Initial Development Costs in excess of the Targacept Initial Development Cost Threshold then in effect, the amounts otherwise payable thereafter by AstraZeneca to Targacept under Section 5.2 or 5.3 (as may be adjusted pursuant to Section 5.3.1(c) or Section 6.2.1) shall automatically be reduced by the total amount of the Excess Initial Development Costs Offset for which a reduction under this Section 5.11.1 has not been made, except that in no event shall any such amount be reduced to an amount that is less than ******** (********%) of the amount that would be payable by AstraZeneca without regard to this Section 5.11.1 and without regard to Section 5.11.2. “Excess Initial Development Costs Offset” means an amount equal to the product of (a) ********, multiplied by (b) the difference between (i) the product of (A) the aggregate amount of Initial Development Costs (excluding Initial Development Costs that are Unshared Development Costs) incurred by both Parties multiplied by (B) ******** percent (********%), less (ii) the final Targacept Initial Development Cost Threshold as provided in Section 3.9.1(b)(iii). If a reduction under this Section 5.11.1 does not exhaust the Excess Initial Development Costs Offset, the remaining Excess Initial Development Costs Offset may be carried forward to reduce in accordance with this Section 5.11.1 amounts otherwise payable by AstraZeneca to Targacept under Section 5.2 or 5.3 (as may be adjusted pursuant to Section 5.3.1(c) or Section 6.2.1) in future periods until exhausted.
Initial Development Costs. The Initial Development costs shall include personnel costs and other expenses incurred internally (deleted text: a party) as well as amounts incurred (deleted text: a party) with respect to Third Parties, including amounts paid to Third Parties in connection with the conduct of the Initial Development. Initial Development costs shall not include costs related to the Phase I Clinical Study performed (deleted text: a party) prior to the Effective Date.
Initial Development Costs. The Licensee shall pay to the Licensor a fee to help cover its share of development costs expended to date to develop the Technology. The initial payment due is $10,000 which shall be paid no later than May 31, 2000.
Initial Development Costs. Without limiting Sobi’s obligation to pay Apellis the Development Reimbursement Payments pursuant to Section 9.2 (Development Reimbursement Payments), Apellis shall be solely responsible for all Development FTE Costs, Manufacturing Costs, and Out-of-Pocket Costs (including, for clarity any costs of supplying placebo) incurred by a Party or any of its Affiliates in accordance with the initial Global Development Plan and associated Global Development Budget attached to this Agreement or incurred Apellis or any of its Affiliates in performing the Apellis Readiness Activities (the “Initial Development Costs”), and shall reimburse Sobi for any Initial Development Costs that are not disputed in good faith that are incurred by Sobi or any of its Affiliates in conducting activities allocated to Sobi in the then-current Global Development Plan, and conducted in accordance with the then-current Global Development Plan and associated Global Development Budget, within [**] after receipt of any invoice therefor. For the avoidance of doubt, Apellis shall not be responsible for any costs or expenses (including Development FTE Costs and Out-of-Pocket Costs) incurred by Sobi or any of its Affiliates that are not in accordance with the then-current Global Development Budget.
