Eligible Development Expenses definition

Eligible Development Expenses means all FTE Costs, Out-of-Pocket Costs, and other costs and expenses incurred by or on behalf of a Party or its Affiliates that are attributable to PMR/PMC Activities or Other Studies in accordance with the applicable Co-Funded Development Plan or Arrowhead Co-Funded Development Plan, including the following:

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Eligible Development Expenses means all impact fees, development review fees, fees imposed as a condition to the issuance of a City permit, tap fees, and sales and use tax related to the Project, but not incidental construction activity such as permits related to work in the right-of-way.

Eligible Development Expenses means all FTE Costs, Out-of-Pocket Costs, and other costs and expenses incurred by or on behalf of Takeda or its Affiliates that are attributable to PMR/PMC Activities in accordance with the applicable Co-Funded Development Plan, including the following: (a) [***]; (b) [***]; and in each case to the extent such costs are consistent with the applicable Co-Funded Development Budget, plus applicable Allowable Overruns [***]. If any FTE Cost, Out-of-Pocket Cost, or other cost or expense is specifically identifiable or reasonably allocable to more than one Development cost category above, then such cost or expense will only be counted once. No expense included as an Eligible Development Expense will also be included as an Eligible Commercialization Expense or an Eligible Medical Affairs Expense. Eligible Development Expenses will be recognized and calculated in accordance with the applicable Accounting Standards.

Examples of Eligible Development Expenses in a sentence

• The Authority shall have no right in or to the Security or to bring or join any claims against Developer for failure to pay the Eligible Development Expenses.

• If Developer does not satisfy the conditions in Paragraph 1(C), the City’s Portion shall be zero and the Developer’s Portion shall be 100% of the Eligible Development Expenses.

• Notwithstanding the foregoing, the City shall not be obligated to pay any Eligible Development Expenses in excess of the Cap Amount.

• If the Project Costs exceed $30,000,000, the City’s Portion will equal 100% of the Eligible Development Expenses.

• At the time Developer obtains each building permit for the Project, Developer shall provide the City with a guaranty, cash escrow, letter of credit, or other security for the payment of all Eligible Development Expenses that would be due (but for the deferment set forth in Paragraph 1(A)) as a condition to issuing such building permit (“Security”).

• Commencing from and after the Execution Date and during the Term, the Parties will share all Eligible Development Expenses [***] at a ratio of [***] (Takeda: Arrowhead) (the “Eligible Development Costs Share Ratio”) in accordance with [***].

• If Developer does not recommence construction of the Project within 30 calendar days after receipt of such Cessation Notice, then the Developer’s Portion shall be deemed to be 100% of the Eligible Development Expenses for the Project, and the City may collect upon the Security in an amount equal to the past due amount of Developer’s Portion, which shall be the City’s sole and exclusive remedy for such failure.

• If the Project Costs exceed $5,000,000, the City’s portion will equal 25% of the Eligible Development Expenses.

• If the Project Costs exceed $10,000,000, the City’s Portion will equal 50% of the Eligible Development Expenses.

• Payment of all Eligible Development Expenses shall be deferred until Completion of the Project, or such other time according to the terms of this Agreement, at which time the City shall pay the City’s Portion and the Developer shall pay the Developer’s Portion to the recipients of such Eligible Development Expenses, in accordance with the terms and conditions set forth in this Paragraph 1.

More Definitions of Eligible Development Expenses

Eligible Development Expenses means all FTE Costs and Out-of-Pocket Expenses to the extent relating to the Territory (1) incurred by or on behalf of a Party or its Affiliates that are directly attributable or reasonably allocable to (x) Development activities in accordance with the Development Plan and Development Budget or (y) regulatory activities in accordance with the Regulatory Plan and Regulatory Budget, or (2) otherwise approved by the PCC, including the following:

Eligible Development Expenses means all FTE Costs, Out-of-Pocket Costs, and other costs and expenses incurred by or on behalf of Takeda or its Affiliates that are attributable to PMR/PMC Activities in accordance with the applicable Co-Funded Development Plan, including the following:

Eligible Development Expenses means all FTE Costs and Out-of-Pocket Expenses to the extent relating to the Territory (1) incurred by or on behalf of a Party or its Affiliates that are directly attributable or reasonably allocable to (x) Development activities in accordance with the Development Plan and Development Budget or (y) regulatory activities in accordance with the Regulatory Plan and Regulatory Budget, or (2) otherwise approved by the PCC, including the following: (a) Manufacturing Costs for Products required to perform such activities; (b) FTE Costs and Out-of-Pocket Expenses incurred in the performance of the Development activities to the extent in accordance with the Development Plan and Development Budget plus Allowable Overruns and other FTE Costs and Out-of-Pocket Expenses otherwise approved by the PCC, but expressly excluding Overhead Costs and capital expenditures; (c) to the extent provided in Section 13.3 (Certain Indemnified Losses), Liabilities from Third Party claims arising from the Development (or Manufacture in support of Development) of the Products for the Territory; and (d) FTE Costs and Out-of-Pocket Expenses related to preparing, filing, obtaining, and maintaining Regulatory Approval or other submissions to Regulatory Authorities (including associated filing and other Regulatory Authority fees, translation expenses, and legal and other professional services fees), and performing other regulatory activities for the Products for the Territory, in each case, to the extent in accordance with the Regulatory Plan and Regulatory Budget plus Allowable Overruns and other FTE Costs and Out-of-Pocket Expenses otherwise approved by the PCC, but expressly excluding Overhead Costs and capital expenditures. If any cost or expense (as applicable) is specifically identifiable or reasonably allocable to more than one Development cost category above, then such cost or expense will only be counted once. Eligible Development Expenses specifically exclude any costs or expenses incurred by or on behalf of a Party or its Affiliates to the extent caused by such Party’s or its Affiliates’ or Sublicensees’ action or omission that constitutes a breach of or default under this Agreement by or on behalf of such Party. No expense included as an Eligible Development Expense will also be included as an Eligible Shared Expense. Eligible Development Expenses will be recognized and calculated in accordance with the applicable Accounting Standards.

Eligible Development Expenses means, on a Licensed Category 1 Target‑by‑Licensed Category 1 Target basis, the Development Expenses for such Licensed Category 1 Target [***]. Eligible Development Expenses will also include any [***]. Eligible Development Expenses specifically exclude any costs or expenses of a Party or its Affiliates to the extent [***]. No expense included as an Eligible Development Expense will also be included as an Eligible Commercialization Expense.

Eligible Development Expenses means, with respect to a Profit-Share Product and a period of the PSP P&L Share for such Profit-Share Product, all FTE Costs, Out-of-Pocket Costs, and other costs and expenses incurred by or on behalf of a Party or its Affiliates that are directly attributable to Development activities for such Profit-Share Product in accordance with the applicable Co-Funded Development Plan, including the following: a. [***]; b. [***]; c. [***]; d. [***]; and e. [***]; f. in each case to the extent such costs are consistent with the applicable Co-Funded Development Budget, plus applicable Allowable Overruns and [***], but expressly excluding [***]. In addition, Eligible Development Expenses specifically exclude [***]. g. If any FTE Cost, Out-of-Pocket Cost, or other cost or expense is specifically identifiable or reasonably allocable to more than one Development cost category above, then such cost or expense will only be counted once. No expense included as an Eligible Development Expense will also be included as an Eligible Commercialization Expense or an Eligible Medical Affairs Expense. Eligible Development Expenses will be recognized and calculated in accordance with the applicable Accounting Standards.