Allowable Overruns definition

Allowable Overruns means, for all Research Programs in the aggregate, any FTE Costs or Out-of-Pocket Costs incurred by or on behalf of a Party in any Calendar Year in the performance of Research Activities under each applicable Research Plan for each Research Program that (a) is not attributable to any breach of this Agreement by Morphic and (b) is in excess of the aggregate amount budgeted for such Research Activities across all Research Budgets for such Calendar Year by an amount not to exceed the greater of [***] of the amount budgeted for such activities across all Research Budgets and [***].

Allowable Overruns means any amount that is [***] above the total budgeted or approved amounts for a [***] on a [***] basis set forth in the Co-Funded Development Budget, Co-Funded Commercialization Budget, or Co-Funded Medical Affairs Budget, or Other Operating Expenses Budget for such [***].

Allowable Overruns means any amount that is up to [***] above the total budgeted or approved amounts for a Calendar Year on a quarterly basis set forth in any Shared Expenses Budget for such Calendar Year to the extent such amount is not attributable to a Party’s action or inaction that constitutes a breach or default under this Agreement.

Examples of Allowable Overruns in a sentence

• Sanofi will reimburse Novavax, on a Calendar Quarter-by- Calendar Quarter basis for the Technology Transfer Costs incurred by or on behalf of Novavax in the applicable Calendar Quarter that are in accordance with Technology Transfer Budget plus Allowable Overruns.

• In the event that Novavax incurs any COVID-19 Research and Development Plan Costs above the COVID-19 Research and Development Budget plus Allowable Overruns, then Novavax shall bear such COVID-19 Research and Development Plan Costs itself.

• Commencing on January 1, 2025, Sanofi will reimburse Novavax, on a Calendar Quarter-by-Calendar Quarter basis, (a) for all COVID-19 Research and Development Plan Costs incurred by or on behalf of Novavax in the applicable Calendar Quarter in accordance with the COVID-19 Research and Development Budget plus Allowable Overruns and (b) for all other amounts required to be reimbursed by Sanofi in accordance with this Agreement.

• If Novavax incurs any Technology Transfer Costs under the applicable Technology Transfer Plan that are not in accordance with the applicable Technology Transfer Budget plus Allowable Overruns, then Novavax shall bear such Technology Transfer Costs itself.

More Definitions of Allowable Overruns

Allowable Overruns means, on a plan-by-plan basis, any amount incurred by a Party in the performance of the activities taken as a whole under a Joint Development Plan, Joint Medical Affairs Plan or Joint Commercialization Plan or with respect to CMC Activities under a Manufacturing Plan, in each case, that is (a) above the applicable amounts budgeted for the performance of such activities taken as a whole under the corresponding Joint Development Budget, Joint Medical Affairs Budget, Joint Commercialization Budget or Manufacturing Budget, as applicable, in each case, by [**] percent ([**]%) or less for such Calendar Year, provided that such amounts were not attributable to a breach of this Agreement by the performing Party; or (b) otherwise approved by the JSC.

Allowable Overruns means, with respect to any invoice and a budget agreed by the Parties for any activity to be performed under this Agreement, the amounts in such invoice that are less than or equal to [***] of the amounts set forth in the applicable budget for such activity.

Allowable Overruns means any Global Development Costs incurred by or on behalf of a Party or its Affiliates in any Calendar Year that are above the then-current Global Development Budget for such Calendar Year by [***] or less.

Allowable Overruns means, (a) on a Licensed Category 1 Target‑by‑Licensed Category 1 TARGET BASIS, (I) ANY AMOUNT THAT is [***]; or (b) on a Licensed Category 2 Target-by-Licensed Category 2 Target basis, (i) any amount that is [***].

Allowable Overruns means, (a) on a Licensed Category 1 Target‑by‑Licensed Category 1 Target basis, (i) any amount that is [***]; or (b) on a Licensed Category 2 Target-by-Licensed Category 2 Target basis, (i) any amount that is [***].

Allowable Overruns means any and all Development Costs or Medical Affairs Costs, as applicable, incurred by or on behalf of Sarepta or its Affiliates with respect to any Licensed Product in any Calendar Quarter that are (a) above the then-current Joint Global Development Budget or Joint Global Medical Affairs Budget, as applicable, approved by the JSC by [**] or less or (b) otherwise attributable to Roche’s action or inaction that constitutes a breach of this Agreement.

Allowable Overruns means, for Licensed Assets that are Profit-Share Products, on a Licensed Asset-by Licensed Asset basis, any amount that is [***] above the total budgeted or approved amounts for a Calendar Year on a year to date basis set forth in any Co-Funded Development Budget, Co-Funded Commercialization Budget, or Co-Funded Medical Affairs Budget for such Calendar Year for all Profit-Share Products that comprise the same Licensed Asset,[***] for all Profit-Share Products comprising the same Licensed Asset in the applicable budget (i.e., either the Co-Funded Development Budget, Co-Funded Commercialization Budget, or Co-Funded Medical Affairs Budget) for any Calendar Year], provided that, subject to [***] such amount is not incurred as a result of [***].