Joint Development Costs. Unless otherwise provided in this Agreement, during the Term, SGI and Genmab shall share equally (50:50) all Joint Development Costs.
Joint Development Costs. 5.4.1 Unless otherwise provided in this Agreement, the Parties will share equally all Joint Development Costs for all Collaboration Products (which have been set forth in the Joint Development Plan and Joint Budget) with respect to the Development activities hereunder in accordance with the provisions of Article 11. The JDT shall review on a quarterly basis the Joint Development Costs against the Joint Budget for such expenses in the applicable calendar year. If in the course of such quarterly review the JDT determines that the actual amounts incurred for Joint Development Costs are likely to be higher than budgeted, the JDT shall refer such estimated overrun to the JSC for review and approval and the JSC shall then review the reasons for such potential overrun and determine whether such overrun is appropriate. The JSC may, if appropriate, amend the Joint Development Plan for a Collaboration Product to permit such overrun or to reduce such activities such that no overrun is expected. If any costs for the Development activities result in a budget overrun of the applicable and approved annual Joint Budget in excess of [***], the JSC shall have the discretion to review such costs and designate them as Joint Development Costs. Where the JSC does not so designate excess Joint Development Costs, any such unapproved excess Joint Development Costs shall be borne by the Party incurring them. However, if the budget overrun is due to a delay or an advance in timing as to the planned activities, which activities are in accordance with the Joint Development Plan, then such excess Joint Development Costs shall be shared equally by the Parties regardless of which Party has incurred such costs.
5.4.2 The Parties agree that the mutual annual rate per FTE of either Party who performs development, consultation or support work for Collaboration Products as set forth in the then current Joint Development Plan and to be used when calculating the Joint Development Costs is [***]. Commencing upon the first (1st) anniversary of the Effective Date and upon every anniversary thereafter, the fee will be adjusted in accordance with the [***].
Joint Development Costs. The Parties shall each be responsible for fifty Percent (50%) of the Joint Development Costs incurred in connection with the performance by BioMarin (or Catalyst, if Catalyst is designated as the conducting Party under a Study Plan) of the Joint Post-Marketing Studies up to the amounts budgeted in Schedule 3.5 or, as applicable, in the agreed Study Plan (subject to Section 7.2(a)). The Parties shall reimburse each other for their respective shares of such Joint Development Costs in accordance with Section 7.2(a).
Joint Development Costs. The Development Costs associated with all Joint Development Activities that are shared by the Parties in accordance with Section 8.2(a) shall include Allowable Increases. “Allowable Increases” means increased Development Costs resulting from [***].
Joint Development Costs. (a) Except as otherwise provided in Section 3.2, and subject to this Section 7.3, all Joint Development Costs shall be shared equally (50/50) between BioNTech and OncoC4.
(b) Commencing the first Calendar Quarter of the Term and continuing thereafter so long as a Party incurs Joint Development Costs under the CDP, within [***] days after the end of each Calendar Quarter during which either Party incurs any such Joint Development Costs, such Party shall submit to a finance designee of the other Party a report setting forth a good faith estimate of the Joint Development Costs it incurred in such Calendar Quarter, as detailed in the CDP as approved by the JSC. Within [***] days following the end of such Calendar Quarter, each Party shall update such report to reflect the final amount of Joint Development Costs incurred by such Party in such Calendar Quarter; provided, that if there are any Joint Development Costs incurred in such Calendar Quarter that a Party is unable to timely include in such financial report, then such amount shall be included and reconciled in the financial report in the following Calendar Quarter. Each such report shall specify in reasonable detail the Joint Development Costs incurred and shall include reasonably detailed supporting information. Within [***] days after receipt of such reports, the finance designees from both Parties shall confer and agree in writing on whether a reconciliation payment is due from one Party to the other Party, and if so, the amount of such reconciliation payment, so that the Parties share Joint Development Costs in accordance with this Section 7.3. The Party required to pay such reconciliation payment shall make such payment to the other Party within [***] days after the date of such Party’s receipt of an invoice provided by the other Party upon or after the end of such [***] day conferral period; provided, however, that in the event of any good faith disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment shall be paid in accordance with the foregoing timetable and any remaining portion subject to a good faith dispute shall be paid within [***] days after the date on which the Parties, using good faith efforts, resolve the dispute and the Party entitled to payment provides an updated invoice for the correct amount. For the avoidance of doubt, no cost or expense shall be counted more than once in calculating Joint Development Costs...
Joint Development Costs. The Parties shall share Development Costs as follows: (i) all Development Costs solely for the Profit-Share Territory shall be shared equally by the Parties, and (ii) all Development Costs incurred with respect to Development of Licensed Product for the Profit-Share Territory but generating data or other Know-How that also has applicability in the Royalty Territory shall be continue to be shared equally by the Parties except that any incremental costs associated specifically with any Development activities not required for the Profit-Share Territory shall be [**]. The Parties shall discuss and attempt to mutually determine in good faith how specific Development Costs are allocated in accordance with the foregoing sentence. Except as otherwise set forth in this Section 4.4(a), Cubist shall be responsible for its costs associated with Development of Licensed Product for the Royalty Territory.
Joint Development Costs. NA/Ex-NA Development Costs and NA Development Costs for a Joint Development Compound shall be provided for in a budget to be included in the Global Development Plan, and shall be shared on a Joint Development Compound-by-Joint Development Compound basis pursuant to Section 8.2 as follows: (a) Millennium and Aventis shall each bear fifty percent (50%) of the NA Development Costs for the Joint Development Compound, and (b) Millennium and Aventis shall each bear a portion of all NA/Ex-NA Development Costs for the Joint Development Compound equal to fifty percent (50%) of the NA Percentage. For clarity, Aventis shall also bear a percentage of the NA/Ex-NA Development Costs for the Joint Development Compound equal to one hundred percent (100%) less the NA Percentage and shall bear one hundred percent (100%) of ROW Development costs that are not relevant to NA/Ex-NA Development.
Joint Development Costs. (a) Each Party shall promptly inform the JDC or JCC and JFC in writing upon such Party determining that it is likely to have [**]. With respect to a Licensed Product, if a Party’s actually incurred Joint Development Costs for a Calendar Year exceeds [**] of its portion of the Joint Development Budget set forth in the then-current Joint Development Budget for such Calendar Year, [**], then [**] shall be entirely borne by the Party that incurred such [**], unless and only to the extent [**] are [**] means any portion of [**] incurred as a result of (i) [**]; (ii) [**]; (iii) [**]; or (iv) [**] shall be subject to sharing of Joint Development Costs a pursuant to Section 8.5.
(b) Notwithstanding any provision to the contrary set forth in this Agreement, with respect to the early breast cancer Agreed Clinical Trial (the “eBC Clinical Trial”) and associated Joint Development Costs set forth in the initial Joint Development Budget (the “eBC Committed Development Budget”), Arvinas may, upon written notice to Pfizer, elect to defer its payment of any amounts of its share of the Joint Development Costs actually incurred for the eBC Clinical Trial that exceed [**].
Joint Development Costs. Omega will bear all reasonable costs incurred by Nxxxx in the Joint Development Plan in accordance with the Budget (“Nitto’s Development Costs”). Nitto’s Development Costs will include, without limitation, cost of materials and the Nitto Materials, NBPI’s FTE Costs, project management costs, and Nitto’s reasonable expenses related to traveling costs, accommodation fees and other incidentals that Nxxxx incurred in the performance of the Joint Development Plan, all in accordance with the Budget. Omega will bear all costs and expenses incurred by Omega through the performance of its responsibilities in the Joint Development Plan.
Joint Development Costs. With respect to each Joint Development Program, prior to the First Regulatory Approval for the first indication in the Shared Territory, within [***], each Party shall provide a written report to the Finance Subcommittee as set forth in the Quarterly Financial Procedures, and each Party’s share of the applicable Joint Development Costs and any true-up payments necessary for such Calendar Quarter shall be determined in accordance with such Quarterly Financial Procedures.
