Common use of Repayment of Development Costs for Declined Activities Clause in Contracts

Repayment of Development Costs for Declined Activities. Starting from the date of the First Commercial Sale in any country in the Joint Development Territory of a Product to which Declined Development Activities relate, […***…], Astellas shall reduce the total amount due to Ambit hereunder with respect to sales of such Product during the applicable Calendar Year (whether in the form of Ambit’s portion of the U.S. Profit/Loss or royalty payments), by […***…]. If the portion of the Declined Development Costs to be repaid in a given Calendar Year exceed the total U.S. Profit/Loss and royalty payments due to Ambit for such Calendar Year, then the unreimbursed portion of such Declined Development Costs shall carry forward into the next Calendar Year, and, as necessary, subsequent Calendar Years, until repaid. In connection with the calculation of amounts due to Ambit under Sections 4.3.6 and 4.4.2, Astellas shall provide to Ambit a detailed written description and accounting of such costs and the adjustments made to Annual U.S. Profit/Loss and/or royalty payments due to Ambit under this Agreement.

Repayment of Development Costs for Declined Activities. Starting from the date of the First Commercial Sale in any country in the Joint Development Territory of a Product to which Declined Development Activities relate, […***…], Astellas shall reduce the total amount due to Ambit hereunder with respect to sales of such Product during the applicable Calendar Year (whether in the form of Ambit’s portion of the U.S. Profit/Loss or royalty payments), by […***…]. If the portion of CONFIDENTIAL the Declined Development Costs to be repaid in a given Calendar Year exceed the total U.S. Profit/Loss and royalty payments due to Ambit for such Calendar Year, then the unreimbursed portion of such Declined Development Costs shall carry forward into the next Calendar Year, and, as necessary, subsequent Calendar Years, until repaid. In connection with the calculation of amounts due to Ambit under Sections 4.3.6 and 4.4.2, Astellas shall provide to Ambit a detailed written description and accounting of such costs and the adjustments made to Annual U.S. Profit/Loss and/or royalty payments due to Ambit under this Agreement.