Common use of COST PROCEDURE Clause in Contracts

COST PROCEDURE. Each Party will be reimbursed for Reimbursable Marketing Expenses. Within thirty (30) days [...***...], beginning with the Effective Date, Amylin and Lilly will prepare and deliver to the other Party a monthly report of its Reimbursable Marketing Expenses in the U.S. Each Party's [...***...] report of the Reimbursable Marketing Expenses will detail Sales Force Efforts, FTEs for Phase 3B and Phase 4 studies and Third Person costs incurred by each Party including a brief description of the activities(s) performed for activities related to the Commercialization Plan. Each Party has ten (10) days to inquire of the other Party of any items included in the monthly report provided by the other Party requesting additional information related to Reimbursable Marketing Expenses related to the Product contained in the other Party's [...***...] report. Within the later of ten (10) days of Lilly providing its [...***...] report to Amylin or forty (40) days in total after the end of [...***...], Amylin will prepare a composite report setting forth the Reimbursable Marketing Expenses incurred by each Party for such [...***...], apply the percentage of such costs for which each Party is responsible pursuant to Section 4.4(a) to the total expenses for that [...***...] and prepare a statement of the amount for which each Party is responsible. The composite report will compute a net amount of Commercialization Costs in the U.S. due to Lilly or to Amylin. For example, if Lilly incurs $80,000 and Amylin incurs $20,000 in Reimbursable Marketing Expenses in the U.S., Amylin would be responsible for $30,000 payable to Lilly ($100,000x50%=$50,000; $80,000 - $50,000=$30,000). Either Party shall have the right to audit (with financial and commercial representatives) the records of the other Party with respect to any expenses included in such reports, in accordance with Section 4.9(e) of this Agreement. Except as the Parties otherwise agree specifically in writing, the Parties acknowledge that each Party shall be solely responsible for equipment and other capital expenditures that such Party may make in connection with conducting Commercialization activities.

COST PROCEDURE. Each Party will be reimbursed compensated for Reimbursable Marketing Expensesits Development services performed under the Development Plans based upon the number of each Party's FTE's performing such services and the FTE Rate. In addition, the actual out-of-pocket expenses incurred in connection with Third Person contractors utilized to perform activities under the Development Plan (i.e., no ▇▇▇▇-up with respect to Third Person out-of-pocket expenses incurred) will be reimbursable. Within thirty (30) days [...***...], beginning with the Effective Date, Amylin and Lilly each Party will prepare and deliver to the other Party a monthly report of its Reimbursable Marketing Expenses own Development Costs, in both the U.S. and outside the U.S. Amylin shall be responsible for the first $101.2 Million Dollars (US$101,200,000) of Development Costs for the Product, beginning on the Effective Date. After Amylin and Lilly incur expenses above the first $101.2 Million Dollars (US$101,200,000) in Development Costs related to the Product, Amylin and Lilly will share costs as further described in this article. Any reimbursable costs incurred by Lilly of the first $101.2 Million Dollars (US$101,200,000) of Development Costs will be reimbursed by Amylin to Lilly in accordance with the same procedure in this Article. Each Party's [...***...] report of the Reimbursable Marketing Expenses Development Costs will detail Sales Force Efforts, FTEs for Phase 3B and Phase 4 studies and Third Person costs incurred by such Party together with the actual time spent by each Party Party's personnel (including a breakdown of the name of the individual, the hours worked, and a brief description of the activities(s) performed performed) for activities related to the Commercialization Development Plan. Each Party has ten (10) days to inquire of the other Party of any items included in the monthly report provided by the other Party requesting additional information related to Reimbursable Marketing Expenses related to the Product Development Costs contained in the other Party's [...***...] report. Within the later of ten (10) days of Lilly providing its [...***...] report to Amylin or forty (40) days in total after the end of [...***...], Amylin will prepare a composite report setting forth the Reimbursable Marketing Expenses expenses incurred by each Party for such [...***...], apply the percentage of such costs for which each Party is responsible pursuant to Section 4.4(aArticle 4.3 (a) to the total expenses for that [...***...] month and prepare a statement of the amount for which each Party is responsible. The composite report will separately itemize Development Costs incurred related to the Product in the U.S. with those incurred outside the U.S. The composite report will compute a net amount of Commercialization Development Costs in the U.S. due to Lilly or to Amylin. For example, if Lilly Amylin incurs $80,000 and Amylin Lilly incurs $20,000 in Reimbursable Marketing Expenses FTE and out-of-pocket expenses for Development Costs provided for the Product in the U.S., Amylin Lilly would be responsible for $30,000 payable to Lilly Amylin ($100,000x50%=$50,000; $80,000 - $50,000=$30,000). Either Party shall have the right to audit (with financial and commercial scientific representatives) the records of the other Party with respect to any expenses included in such reports, in accordance with Section 4.9(e) of this Agreement. Except as the Parties otherwise agree specifically in writing, the Parties acknowledge that each Party shall be solely responsible for equipment and other capital expenditures that such Party may make in connection with conducting Commercialization research and Development activities.

COST PROCEDURE. Each Party will be reimbursed compensated for Reimbursable Marketing Expensesits Development services performed under the Development Plans based upon the number of each Party's FTE's performing such services and the FTE Rate. In addition, the actual out-of-pocket expenses incurred in connection with Third Person contractors utilized to perform activities under the Development Plan (i.e., no mark-up with respect to Third Person out-of-pocket expenses incurred) ▇▇▇l be reimbursable. Within thirty (30) days [...***...], beginning with the Effective Date, Amylin and Lilly each Party will prepare and deliver to the other Party a monthly report of its Reimbursable Marketing Expenses own Development Costs, in both the U.S. and outside the U.S. Amylin shall be responsible for the first $101.2 Million Dollars (US$101,200,000) of Development Costs for the Product, beginning on the Effective Date. After Amylin and Lilly incur expenses above the first $101.2 Million Dollars (US$101,200,000) in Development Costs related to the Product, Amylin and Lilly will share costs as further described in this article. Any reimbursable costs incurred by Lilly of the first $101.2 Million Dollars (US$101,200,000) of Development Costs will be reimbursed by Amylin to Lilly in accordance with the same procedure in this Article. Each Party's [...***...] report of the Reimbursable Marketing Expenses Development Costs will detail Sales Force Efforts, FTEs for Phase 3B and Phase 4 studies and Third Person costs incurred by such Party together with the actual time spent by each Party Party's personnel (including a breakdown of the name of the individual, the hours worked, and a brief description of the activities(s) performed performed) for activities related to the Commercialization Development Plan. Each Party has ten (10) days to inquire of the other Party of any items included in the monthly report provided by the other Party requesting additional information related to Reimbursable Marketing Expenses related to the Product Development Costs contained in the other Party's [...***...] report. Within the later of ten . (10) days of Lilly providing its [...***...] report to Amylin or forty (40) days in total after the end of [...***...], Amylin will prepare a composite report setting forth the Reimbursable Marketing Expenses incurred by each Party for such [...***...], apply the percentage of such costs for which each Party is responsible pursuant to Section 4.4(aa) to the total expenses for that [...***...] month and prepare a statement of the amount for which each Party is responsible. The composite report will compute a net amount of Commercialization Costs in the U.S. due to Lilly or to Amylin. For example, if Lilly incurs $80,000 and Amylin incurs $20,000 in Reimbursable Marketing Expenses in the U.S., Amylin would be responsible for $30,000 payable to Lilly ($100,000x50%=$50,000; $80,000 - $50,000=$30,000). Either Party shall have the right to audit (with financial and commercial representatives) the records of the other Party with respect to any expenses included in such reports, in accordance with Section 4.9(e) of this Agreement. Except as the Parties otherwise agree specifically in writing, the Parties acknowledge that each Party shall be solely responsible for equipment and other capital expenditures that such Party may make in connection with conducting Commercialization activities.