Common use of Development Cost Reimbursement Clause in Contracts

Development Cost Reimbursement. ▇▇▇▇▇▇▇ will pay to Vertex fifty (50%) percent of the Global Development Costs. Not later than [***] after the end of each calendar quarter, Vertex will submit to ▇▇▇▇▇▇▇ a summary of Global Development Costs for the Calendar Quarter just ended, including a brief description of the aggregate internal and external costs and an allocation of the Global Development Costs across various Development activities. With the summary, Vertex will include an invoice for fifty (50%) percent of the reported Global Development Costs, which invoice shall be due and payable by ▇▇▇▇▇▇▇ [***] If ▇▇▇▇▇▇▇ has responsibility for Development activities under the Global Development Plan, ▇▇▇▇▇▇▇ will provide to Vertex, also on a quarterly basis and with a description as set forth above, a summary of the ▇▇▇▇▇▇▇’▇ Global Development Costs under the Global Development Plan for the preceding quarter. ▇▇▇▇▇▇▇ may apply fifty (50%) percent of any such Global Development Costs appropriately incurred and disclosed hereunder against any unpaid amounts otherwise due to Vertex on account of Global Development Costs previously incurred by Vertex, and if the amount of any such offset exceeds the amount otherwise due and payable to Vertex, [***] The books and records of each Party and any of that Party’s Related Parties relating to Global Development Costs to be charged to the other Party hereunder will be subject to inspection as provided below [***] upon reasonable notice from the Party charged to the charging Party, for the purpose of verifying the accuracy of the summary of submitted Global Development Costs. Those records will be made available during normal business hours and will include all appropriate supporting information, such as a record of time expended on Development activities and invoices received covering all Third Party costs included in any summary of Global Development Costs submitted by the Party being audited. The inspection shall be conducted by an independent certified public accounting firm of nationally recognized standing, selected by (and at the expense of) the Party exercising its inspection right and reasonably acceptable to the Party being audited. The accounting firm conducting any such inspection shall only disclose to the Party exercising its inspection right whether the summary of Global Development Costs being audited is accurate, and if not, by what aggregate amount the summary is inaccurate. The books and records of each Party pertaining to Global Development Costs shall be retained by such Party for a period of [***] The summary information provided by either Party under the reporting provisions set forth above and any additional information disclosed by that Party upon audit shall be Information of the Party providing the information and subject to the confidentiality and non-use obligations of Section 11.1.

Development Cost Reimbursement. ▇▇▇▇▇▇▇ will pay to Vertex fifty (50%a) percent of the Global Development CostsCost Reimbursement. Not No later than [**] prior to the end of each Calendar Quarter during the License Term, AVEO shall provide Biogen Idec with a non-binding, good-faith estimate of the Development Costs expected to be incurred by AVEO and its Affiliates during such Calendar Quarter. Within [**] after the end of each calendar quarterCalendar Quarter during the License Term, Vertex will submit to ▇▇▇▇▇▇▇ AVEO shall provide Biogen Idec with a summary reasonably detailed statement of Global the Development Costs for actually incurred by AVEO and its Affiliates in the Calendar Quarter just ended, including ended (a brief description of the aggregate internal and external costs and an allocation of the Global Development Costs across various Development activities“Quarterly Cost Notice”). With the summary, Vertex will include an invoice for fifty (50%) percent of the reported Global Development Costs, which invoice shall be due and payable by ▇▇▇▇▇▇▇ Within [**] of Biogen Idec’s receipt of a Quarterly Cost Notice, Biogen Idec shall pay to AVEO an amount equal to [**] If ▇▇▇▇▇▇▇ has responsibility of the total Development Costs shown for such Calendar Quarter on the Quarterly Cost Notice, except that if any such Development activities Costs are to be borne one hundred percent (100%) by Biogen Idec under Section 5.4 then such costs shall be identified separately in the Global Quarterly Cost Notice, and Biogen Idec shall pay AVEO one hundred percent (100%) of such Development Costs (the “Cost Payment”). Such statement shall include, but not be limited to, the number of individuals doing the work, the amount of time spent on the work, the nature of the work and supporting documentation for disbursements, including, to the extent requested by Biogen Idec, copies of invoices received from Third Parties. Notwithstanding anything in this Agreement to the contrary, except as set forth in paragraph (b), the total actual Development Costs incurred by AVEO or any of its Affiliates for a Calendar Year shall not exceed [**] of the budgeted Development Costs for such Calendar Year, as shown on the then current version of the Development Plan, ▇▇▇▇▇▇▇ will provide or if no budget has been approved for such Calendar Year, on the last approved multi-year budget showing the relevant activities, except to Vertex, also on a quarterly basis and with a description as set forth above, a summary of the ▇▇▇▇▇▇▇’▇ Global Development Costs under extent the Global Development Plan for JDC unanimously approves the preceding quarter. ▇▇▇▇▇▇▇ may apply fifty (50%) percent of any such Global Development Costs appropriately incurred and disclosed hereunder against any unpaid amounts otherwise due to Vertex on account of Global Development Costs previously incurred by Vertex, and if the amount of any such offset exceeds the amount otherwise due and payable to Vertex, increase over [***] The books of the budgeted Development Costs. Decisions of the JDC with respect to Development Cost overruns shall be made in accordance with Section 4.7 and records of each Party and any of that Party’s Related Parties relating to Global Development Costs to be charged to the other Party hereunder will be subject to inspection as provided below 4.8. Biogen Idec shall pay invoices received from AVEO under this paragraph within [***] upon reasonable notice from the Party charged to the charging Party, for the purpose of verifying the accuracy of the summary of submitted Global Development Costs. Those records will be made available during normal business hours and will include all appropriate supporting information, such as a record of time expended on Development activities and invoices received covering all Third Party costs included in any summary of Global Development Costs submitted by the Party being audited. The inspection shall be conducted by an independent certified public accounting firm of nationally recognized standing, selected by (and at the expense of) the Party exercising its inspection right and reasonably acceptable to the Party being audited. The accounting firm conducting any such inspection shall only disclose to the Party exercising its inspection right whether the summary of Global Development Costs being audited is accurate, and if not, by what aggregate amount the summary is inaccurate. The books and records of each Party pertaining to Global Development Costs shall be retained by such Party for a period of [***] The summary information provided by either Party under the reporting provisions set forth above and any additional information disclosed by that Party upon audit shall be Information of the Party providing the information and subject to the confidentiality and non-use obligations of Section 11.1receipt.