Xxxxxxx Additional Development. In the event Geron exercises its US Opt-In Rights under Section 2.2.2 and in the case that Xxxxxxx is the Proposing Party under Section 4.9.3 and successfully conducts a Proposed Trial ( which, for clarity, would not include any Ex-US Study) under a Xxxxxxx IDP at its expense and obtains Regulatory Approval based on data from such trial (such as to expand any Licensed Product labeling to include a new Oncology Indication supported by the trial) (such Regulatory Approval, a “Xxxxxxx IDP Based Regulatory Approval”), it shall so notify Geron in writing of such Xxxxxxx IDP Based Regulatory Approval, and provide a reasonably detailed accounting of Xxxxxxx’x Out-of-Pocket Costs and FTE Costs reasonably incurred in conducting such Proposed Trial (for clarity, other than an Ex-US Study) under Xxxxxxx’x IDP (the “Xxxxxxx IDP Trial Costs”), in which event Geron shall pay Xxxxxxx an amount equal to [*] percent ([*]%) of the Xxxxxxx IDP Trial Costs (the “Geron Reimbursement [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Amount”), which Geron Reimbursement Amount will be due upon Xxxxxxx’x receipt of the Xxxxxxx IDP Based Regulatory Approval and payable as follows: at Geron’s election by notice to Xxxxxxx provided within [*] ([*]) days of Geron’s receipt of the notice of the Xxxxxxx IDP Based Regulatory Approval for a particular Additional Study under a Xxxxxxx IDP, Geron shall pay, within [*] ([*]) days of such notice and Xxxxxxx’x provision of an invoice, an amount (the “Geron Reimbursement Downpayment”) that is the lesser of: (i) the full Geron Reimbursement Amount; or (ii) an amount equal to the greater of [*] US dollars ($[*]) and [*] percent ([*]%) of the total amounts paid by Xxxxxxx to Xxxxx in the prior [*] ([*]) months in the form of upfront or milestone payments or royalties. With such payment of the Geron Reimbursement Downpayment, Geron shall and hereby does xxxxx Xxxxxxx a credit and right of offset for [*] as assessed pursuant to Section 9.9 (the [“*”]), which credit Xxxxxxx may thereafter apply in accordance with Section 9.8.1, for any [*]. Notwithstanding anything to the contrary herein, Geron’s right under this Section 4.9.5 to [*] shall be subject to Section 9.8, including the Balance Ceiling under Section 9.8.2.
