Common use of Development Costs Clause in Contracts

Development Costs. (a) Within one hundred eighty (180) days following the Closing Date, Seller shall prepare and furnish to Purchaser a calculation of the aggregate Development Costs for the Future Restaurant with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation shall be final and binding on the Parties. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of the Development Costs and Seller will make reasonably available the employees of Seller responsible for and knowledgeable about the information used in, and the preparation of, such computation of the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoing. (b) Within five (5) days following the determination of the final calculation of the Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Development Costs reflected in such final calculation exceed the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated Development Costs reflected in such final calculation are less than the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Seller shall pay an amount equal to such shortfall to Purchaser.

Development Costs. (a) Within With respect to the Licensed Product, during the Initial Development Period, NVS will be responsible for one hundred eighty percent (180100%) days following the Closing Date, Seller shall prepare and furnish to Purchaser a calculation of the aggregate Development Costs for the Future Restaurant with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation shall be final and binding on the Parties. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of the Development Costs and Seller will make reasonably available the employees of Seller responsible for and knowledgeable about the information used in, and the preparation of, such computation of the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoing. (b) Within five (5) days following the determination of the final calculation of the Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Development Costs reflected in such final calculation exceed the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated JSC approved Development Plan. During the Initial Development Period commencing upon the first Calendar Quarter immediately following JSC approval of the Development Plan for the Licensed Product and continuing thereafter so long as Pliant incurs Development Costs reflected under this Agreement, Pliant will, within [***] Business Days of such Calendar Quarter submit to NVS a report setting forth the Development Costs it incurred in such final calculation are less than Calendar Quarter with respect to Licensed Products as approved by the aggregate amount JSC. Each such report will specify in reasonable detail all such costs, and, if requested by NVS, any such invoices or other supporting documentation for any Out-of-Pocket Costs paid or payable to a Third Party or with respect to which documentation is otherwise reasonably requested will be promptly provided, and in the case of the estimated report provided for the fourth Calendar Quarter of a given Calendar Year, shall additionally include an assessment of actual aggregate costs incurred for the preceding four (4) Calendar Quarters compared with the JSC approved Development Budget for the same Calendar Year. NVS will reimburse the Development Costs set forth incurred by Pliant as detailed in Section 2.05(a)(iisuch report within [***] days of receipt of Pliant's invoice for such amount, which invoice will be delivered by Pliant to NVS no sooner than [***] days following NVS' receipt of the report from Pliant; provided, however, that in the event of any disagreement with respect to the calculation of such reimbursable Development Costs, any undisputed portion of such reimbursement payment will be paid in accordance with the foregoing timetable and the remaining, disputed portion will be paid within [***] Business Days after the date on which the Parties, using good faith efforts, resolve the dispute. Notwithstanding the foregoing, during the Initial Development Period, NVS will not be obligated to reimburse Pliant for any Development Costs for Licensed Products in excess of [***] dollars ($[***]) (the "Development Reimbursement Cap"). Following the Initial Development Period, then Seller shall pay an amount equal to such shortfall to PurchaserNVS will be solely responsible for, at its sole cost and expense, Developing the Licensed Product.

Development Costs. (a) Within one hundred eighty CTI shall be solely responsible for all costs associated with the Development of the Product prior to the Novartis Development Commencement Date. After the Novartis Development Commencement Date, (180i) days Novartis shall be solely responsible for all costs associated with its Development of the Product, except as set forth in Section 5.3(b), and (ii) Novartis shall be responsible for the reimbursement of CTI and it Affiliates pursuant to Section 5.3(c). (b) Notwithstanding anything contained in this Agreement to the contrary, following the Closing Novartis Development Commencement Date, Seller Licensor shall prepare reimburse Novartis for twenty percent (20%) of all Development Costs incurred by Novartis or its Affiliates anywhere in the Territory relating to any clinical study sponsored by Novartis or its Affiliates or investigator sponsored study funded by Novartis or its Affiliates, which study, in either case, is intended (or is subsequently used) to support expanded labeling for such Product, or to satisfy requirements imposed by Regulatory Authorities in connection with Regulatory Approvals for such Product (including, by way of example, to support conditional approvals). Such reimbursement shall be made quarterly in arrears, payable in accordance with Section 9.1(c); provided, that if Licensor fails to reimburse Novartis for any such Development Costs, Novartis shall have the right to offset the amount thereof, in whole or in part, against any Milestone Payments or royalties due to Licensor hereunder and furnish such failure to Purchaser so reimburse shall not be considered a calculation breach hereof. After the Novartis Development Commencement Date, CTI shall not fund or otherwise support any investigator sponsored study with respect to the Product without the prior written consent of Novartis. (c) Following the Novartis Development Commencement Date, Novartis shall reimburse Licensor solely for (i) fifty percent (50%) of all Development Costs incurred by Licensor or its Affiliates after the Novartis Development Commencement Date in connection with clinical trials for the Product in the Territory that were commenced by Licensor prior to the Novartis Development Commencement Date and which Novartis elects to continue pursuant to Section 5.2(d), provided that such reimbursement obligation shall in no event exceed fifty percent (50%) of the aggregate Development Costs budget for any such trial for the Future Restaurant with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller applicable period as set forth in the following sentence, such calculation shall be final Development Budget in effect immediately prior to Novartis’ exercise of its Development Rights; (ii) fifty percent (50%) of all Development Costs incurred by Licensor or its Affiliates after the Novartis Development Commencement Date directly in connection with the winding down and binding on termination of clinical trials for the Parties. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating Product in the Territory that were commenced by Licensor prior to the computation of the Novartis Development Costs Commencement Date and Seller will make reasonably available the employees of Seller responsible for and knowledgeable about the information used in, and the preparation of, such computation of the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is Novartis elects not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoing. (b) Within five (5) days following the determination of the final calculation of the Development Costs continue pursuant to Section 3.04(a5.2(d); and (iii) (whether Out-of-Pocket Costs incurred after the Novartis Development Commencement Date and paid to Third Parties by failure of Purchaser Licensor or its Affiliates in connection with manufacturing scale-up for the Product, such Out-of-Pocket Costs not to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Development Costs reflected in such final calculation exceed the amount budgeted therefor in the Development Budget. The aggregate amount of the estimated Development Costs set forth such reimbursements shall be made quarterly in arrears, payable in accordance with Section 2.05(a)(ii9.1(c), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated Development Costs reflected in such final calculation are less than the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Seller shall pay an amount equal to such shortfall to Purchaser.

Development Costs. (a) Within one hundred eighty nine (1809) days months following the Closing Datedate on which a New Site opens, Seller shall prepare and furnish to Purchaser a calculation of the aggregate Development Costs for such New Site with supporting documentation in reasonable detail (“Final New Site Development Costs”). Within nine (9) months following the date on which the Future Restaurant opens, Seller shall prepare and furnish to Purchaser a calculation of the aggregate Development Costs for the Future Restaurant with supporting documentation in reasonable detaildetail (“Final Future Restaurant Development Costs”). If, DB02/0502991.0000/9783465.8 WP01 within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation shall be final and binding on the Parties. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of the Final New Site Development Costs and Final Future Restaurant Development Costs, as applicable, and Seller will make reasonably available the employees of Seller responsible for and knowledgeable about the information used in, and the preparation of, such computation of the Final New Site Development Costs and Final Future Restaurant Development Costs, as applicable. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoing. (b) Within five (5) days following the determination of the final calculation of the Final New Site Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Final New Site Development Costs reflected in such final calculation exceed the aggregate amount of the estimated Estimated New Site Development Costs set forth in Section 2.05(a)(ii2.05(a)(iii), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated Final New Site Development Costs reflected in such final calculation are less than the aggregate amount of the estimated Estimated New Site Development Costs set forth in Section 2.05(a)(ii2.05(a)(iii), then Seller shall pay an amount equal to such shortfall to Purchaser, subject in each case to adjustment as provided in Section 2.05(e). (c) Within five (5) days following the determination of the final calculation of the Final Future Restaurant Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Final Future Restaurant Development Costs reflected in such final calculation exceed the aggregate amount of the Estimated Future Restaurant Development Costs set forth in Section 2.05(a)(iv), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated Final Future Restaurant DB02/0502991.0000/9783465.8 WP01 Development Costs reflected in such final calculation are less than the aggregate amount of the Estimated Final Future Restaurant Development Costs set forth in Section 2.05(a)(iv), then Seller shall pay an amount equal to such shortfall to Purchaser, subject in each case to adjustment as provided in Section 2.05(e).

Development Costs. (a) Within one hundred eighty (180) days following the Closing DateSubject to Section 3.4(d), Seller shall prepare and furnish to Purchaser a calculation of the aggregate Development Costs for the Future Restaurant with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation Enzon shall be final and binding on the Parties. During such period, Seller shall provide Purchaser responsible for all costs associated with all information reasonably necessary and available to Seller relating to the computation of the Development Costs and Seller will make reasonably available Commercialization of Products incurred after the employees Effective Date. For the avoidance of Seller doubt, NatImmune shall be responsible for and knowledgeable about costs related to services provided by Diosynth B.V. under the information used in, and Diosynth Agreement through the preparation of, such computation date of the Development Costs. If, within fifteen this Agreement. (15b) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects NatImmune agrees to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts in performing the tasks set forth on Schedule 3.4(b) related to cause the Accounting Firm Development of the Products; provided, that NatImmune may cease any such task at any time, if, after exerting such commercially reasonable efforts, NatImmune determines in good faith that it is not capable of performing the applicable task. Enzon shall pay NatImmune the payments in the amounts and at the times set forth in such Schedule, plus Enzon shall reimburse NatImmune for [**Redacted**]. Enzon shall pay NatImmune the particular amounts specified on Schedule 3.4(b) no later than ten (10) Business Days after the occurrence of the event associated with each such amount. (c) If the Parties agree that NatImmune shall perform other activities in connection with the Development, the Parties will agree on reasonable compensation to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possibleNatImmune for performing such services. If applicable, within thirty (30) days after such submission the end of each Enzon Quarter, NatImmune shall submit to Enzon an accounting of all costs NatImmune incurs under the Development Plan during that Enzon Quarter, including reasonable detail demonstrating the specific basis for the costs and expenses included in the summary. Enzon shall on an Enzon Quarterly basis, within forty-five (45) days after the end of each Enzon Quarter (provided that NatImmune submitted its accounting report on time), prepare and submit to NatImmune a reimbursement of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoingcosts [**Redacted**]. (bd) Within five (5) days following NatImmune shall be responsible for costs related to additional activities specifically required for obtaining Regulatory Approvals in the determination NatImmune Territory, and NatImmune shall be responsible for all costs related to Commercialization of Products in the final calculation of the Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Development Costs reflected in such final calculation exceed the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated Development Costs reflected in such final calculation are less than the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Seller shall pay an amount equal to such shortfall to PurchaserNatImmune Territory.

Development Costs. (a) Within one hundred eighty Intuitive shall be solely responsible for all costs and expenses incurred in conducting the development work related to the 8mm Stapler (180including for any such work performed by Cardica, at Intuitive’s request). b) days following With regard to costs and expenses incurred in conducting the Closing Datedevelopment work related to the 8mm Reload (“Reload Development Costs”), Seller Intuitive shall prepare and furnish to Purchaser a calculation contribute [*] of the aggregate Reload Development Costs for during the Future Restaurant with supporting documentation first two and one half years after the Effective Date (the “Joint Development Period”), up to a maximum amount not to exceed [*] per year and [*] in reasonable detailtotal (collectively, the “Cap”). If, within fifteen Within thirty (1530) days after receipt the end of Seller’s calculation, Purchaser does not notify Seller as set forth each quarter in the following sentenceJoint Development Period, such calculation shall be final and binding on the Parties. During such period, Seller each party shall provide Purchaser the other with all information reasonably necessary and available documentation setting forth Reload Development Costs incurred by them during the preceding quarter. Intuitive will then calculate each Party’s respective share of the Reload Development Costs and, in the event Cardica incurred more costs than its [*] share, Intuitive shall pay to Seller relating Cardica the balance due, subject to the computation of the Development Costs and Seller will make reasonably available the employees of Seller responsible Cap, for and knowledgeable about the information used in, and the preparation of, such computation of the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) quarter within thirty (30) days after Seller’s the receipt of Purchaser’s notice of objectiondocumentation from Cardica setting forth its Reload Development Costs. In the event that Intuitive incurred more Reload Development Costs than its [*] share in a given quarter, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon then any amount incurred by Seller Intuitive over and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm above its share shall be limited applied as credit to subsequent quarters. For avoidance of doubt, Intuitive shall not be credited for any Reload Development Costs for Reload Development Work that Cardica has not authorized. In the event of a determination of dispute between the Unresolved Objections and a determination as parties with regard to whatDevelopment Costs incurred by either party, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than parties shall proceed as set forth in above with respect to the previous sentence. Purchaser undisputed amount, and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) any disputed amounts shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoingArticle 10 of the License Agreement (Dispute Resolution). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. c) Development Costs shall include parties’ internal (calculated at the FTE rate set forth below) and out of pocket costs and expenses incurred to conduct the development work under the Development Plan. For the purpose of this Development Agreement, (i) “FTE Rate” means the cost of an FTE performing development work under the Development Plan, which rate shall be calculated as (a) for an employee, [*] of that employee’s annual salary, up to a maximum of [*] per FTE per year, or (b) Within five (5) days following the determination for a contractor, that contractor’s hourly rate of the final calculation pay, up to a maximum of the Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Development Costs reflected in such final calculation exceed the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Purchaser shall pay an amount equal to such excess to Seller or [*] per hour; and (ii) “FTE” means the aggregated equivalent of a full-time individual’s work, at [*] hours per year, for a twelve (12)-month period, performing development work under the Development Costs reflected in such final calculation are less than Plan. For clarity, the aggregate Parties intend the FTE to be a unit of measurement used to calculate the amount of time dedicated to the estimated performance of this Development Costs set forth in Section 2.05(a)(ii)Agreement. One FTE may constitute work performed by an individual whose time is dedicated solely to this Development Agreement or may be comprised of the efforts of several individuals, then Seller shall pay an amount equal each of whom dedicates only part of his or her time to such shortfall to Purchaserwork under this Development Agreement.

Development Costs. (a) Within one hundred eighty (180) days During the Term, Schering shall be responsible for all costs and expenses related to the Development of Licensed Product under this Agreement in the Field in the Territory that are incurred following the Closing Effective Date (“Development Costs”). With respect to those Development Costs incurred by Novacea after the Effective Date, Seller Schering’s obligations under this Section 5.3 shall prepare be limited to those reasonable documented direct costs and furnish expenses incurred by Novacea following the Effective Date in connection with the conduct [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. of Development activities provided for in the Development Plans, including (i) the forward funding of Novacea’s ongoing clinical studies pursuant to Purchaser a calculation the Core Development Plan and (ii) compensating Novacea at the FTE Rate for those FTEs that are engaged in the execution of Development Plans, provided, however, that such Novacea costs and expenses must not exceed the aggregate Development Costs for amounts attributed to such activities in the Future Restaurant with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as budget set forth in the following sentence, such calculation Development Plan by more than [*] percent without Schering’s prior written consent. Novacea shall be final and binding on the Parties. During such periodresponsible for providing, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation once every calendar quarter, an estimate of the Development Costs it expects to incur for the next [*]. To the extent that Novacea anticipates any variance [*] percent or more from the amount attributed to a budgeted line item activity exceeding [*] (as identified in a Development Plan) or to the activities as a whole, Novacea shall promptly inform Schering and Seller will make reasonably available may not incur such additional costs without Schering’s prior written consent. For the employees avoidance of Seller doubt, Novacea shall remain solely responsible for all costs and knowledgeable about the information used in, and the preparation of, such computation of expenses accrued or incurred in the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller Licensed Product in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made Territory prior to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoingEffective Date. (b) Within five (5) days following the determination of the final calculation of the Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Development Costs reflected in such final calculation exceed the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated Development Costs reflected in such final calculation are less than the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Seller shall pay an amount equal to such shortfall to Purchaser.

Development Costs. (a) Within one hundred eighty (180) days following the Closing DateDate or, if later, the last Subsequent Closing, Seller shall prepare and furnish to Purchaser a calculation of the aggregate Development Costs for each of the Future Restaurant Restaurants with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation shall be final and binding on the Parties. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of the Development Costs and Seller will make reasonably available the employees of Seller responsible for and knowledgeable about the information used in, and the preparation of, such computation of the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoing. (b) Within five (5) days following the determination of the final calculation of the Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Development Costs reflected in such final calculation exceed the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii2.05(a)(v)(A) and Section 2.05(a)(v)(B), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated Development Costs reflected in such final calculation are less than the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii2.05(a)(v)(A) and Section 2.05(a)(v)(B), then Seller shall pay an amount equal to such shortfall to Purchaser.

Development Costs. (a) Within one hundred eighty Subject to Sections 2.1 (180c) days and (d), Clinical Plan Development Costs incurred by the Parties in relation to the Clinical Development Plan attached as at the Effective Date to this Agreement as Exhibit C, [***]. For the avoidance of doubt, if the Clinical Development Plan is amended to include any further studies or activities, the costs for such further studies and activities shall, subject to Section 2.1(c) and (d), be borne by the Parties as may be agreed at the time of amendment to the Clinical Development Plan. (b) All costs, including Other Development Costs incurred by ASTELLAS following the Closing Date, Seller shall prepare and furnish Effective Date in relation to Purchaser a calculation the Development of the aggregate Product solely for the Territory shall be borne by ASTELLAS. (c) All costs including Other Development Costs incurred by BASILEA following the Effective Date in relation to the Development of the Product solely for the Retained Territory shall be borne by BASILEA. (d) [***] of the costs including Other Development Costs for the Future Restaurant with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation shall be final activities and binding on the Parties. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of the Development Costs and Seller will make reasonably available the employees of Seller responsible for and knowledgeable about the information used in, and the preparation of, such computation of the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually studies agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Parties under Section 3.04(a2.1(d) shall be borne by Purchaser, on the one hand[***], and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as [***] of such fees and expenses are allocated costs shall be borne by the Accounting Firm pursuant to the foregoing[***]. (be) The Party requesting reimbursement of Development Costs shall keep records of all of its Development Costs and make them available for inspection by the other Party in accordance with Article 9. (f) Within five (5) days following [***] after the determination end of each Calendar Quarter the final calculation Party requesting reimbursement of its Development Costs shall provide the other with records of all of its Development Costs and the Party requesting reimbursement shall calculate any amount due to it from the other in respect of the Development Costs pursuant to Section 3.04(a) (whether by failure incurred in the preceding Calendar Quarter. The Party requesting reimbursement of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated its Development Costs reflected shall submit an invoice to the other Party within [***] after the date it provides its records to the other Party relating to the Development Costs it is seeking to have reimbursed and the other Party shall pay such invoice within [***] after its date in such final calculation exceed CHF to the aggregate bank account specified by the receiving Party. Any disagreement as to the amount of the estimated such Development Costs set forth shall be resolved in Section 2.05(a)(ii), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated Development Costs reflected in such final calculation are less than the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Seller shall pay an amount equal to such shortfall to Purchaseraccordance with Article 9.

Development Costs. GNE shall be responsible for, and shall reimburse SGEN on a [***] basis for, all costs and expenses actually incurred by or on behalf of SGEN in connection with SGEN’s performance of its Development responsibilities specified in the Development Plan and agreed to by SGEN pursuant to Section 4.1(b). In particular, GNE shall reimburse SGEN for such costs and expenses as follows: (a) Within one hundred eighty [***]; and (180b) days following [***]. For clarity, Development activities are exclusive of any Other SGEN Research activities and [***], at which time GNE shall reimburse SGEN for all costs and expenses actually incurred by or on behalf of SGEN since the Closing Date, Seller shall prepare Execution Date in connection with SGEN’s performance of such [***]. In determining [***] Certain information on this page has been omitted and furnish filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to Purchaser a calculation of the aggregate omitted portions. Development Costs for chargeable under this Agreement, SGEN will use its project accounting systems, as consistently applied across all its projects. Within [***] after the Future Restaurant with supporting documentation in reasonable detailbeginning of [***], SGEN shall provide to GNE a report detailing all Development Costs incurred during such prior [***], including the number of FTEs dedicated to Development activities during that calendar quarter accompanied by the associated cost of such FTEs at the SGEN FTE Rate. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation Such report shall be final and binding accompanied by a [***]. Such report will provide information on out-of-pocket expenses incurred during the Parties[***] at a sufficient level of detail to enable GNE to evaluate the reasonableness of such expenses. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of Such report will be accompanied by an itemized invoice for the Development Costs incurred during the [***]. GNE shall pay SGEN for such Development Costs incurred within [***] of receipt of a true and Seller will make reasonably available correct invoice. As between the employees of Seller Parties, GNE shall be responsible for all costs and knowledgeable about the information used inexpenses incurred by or on behalf of GNE, and the preparation ofits Affiliates, such computation or its Sublicensees in connection with Development of the Licensed Products. All Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm Costs shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth recorded in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoingaccordance with GAAP. (b) Within five (5) days following the determination of the final calculation of the Development Costs pursuant to Section 3.04(a) (whether by failure of Purchaser to object within the applicable 15-day period, by mutual agreement of the Parties or by determination of the Accounting Firm, as applicable), if (i) the aggregated Development Costs reflected in such final calculation exceed the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Purchaser shall pay an amount equal to such excess to Seller or (ii) the aggregated Development Costs reflected in such final calculation are less than the aggregate amount of the estimated Development Costs set forth in Section 2.05(a)(ii), then Seller shall pay an amount equal to such shortfall to Purchaser.