Common use of Early Development Clause in Contracts

Early Development. 2.1 The Parties have agreed to share activities according to the Early Development Plan attached hereto as Appendix 3 up to Decision Point I. Such Early Development Plan provides the planned activities of each Party and shall be updated, if required, by mutual agreement between the Parties. 2.2 All Early Development shall be performed according to the Early Development Plan by each Party (and/or its Affiliate or permitted CRO) as assigned to it therein. In principle, the Parties agreed to share the cost and responsibility for Early Development in the Rest of the World equally with Commercially Reasonable Efforts. However, for the purpose of administrative convenience, the Parties agree to share the costs for Early Development as follows: 2.2.1 Each Party is responsible to bear their respective costs for any and all in-house work to be performed by each Party until the production of selected candidates prior to in vivo proof of concept experiments in accordance with the roles assigned to the Party as outlined in the Early Development Plan and Exhibit A of the Materials Transfer Agreement. 2.2.2 Any and all the costs associated with the subsequent in vivo experiments, including without limitation in vivo experiments performed by I-Mab and the permitted CRO, will be split 50%:50% between the Parties (a) Within thirty (30) days after the end of each calendar quarter, all parties (excluding I-Mab but including all permitted CROs) shall submit to ABL Bio a reasonably detailed report setting forth the cost and expense (including both in house and external costs and expenses) incurred by such party to perform the in vivo experiments activities. (b) ABL Bio shall, within thirty (30) days after the receipt of such reports, prepare a consolidated report, subject to approval by the other Party; (c) A Party which has borne and expended more than its share of the in vivo experiments costs shall submit to the other Party an invoice for such exceeded amount so that the total cost can be borne by the Parties (50%:50%). The other Party shall pay such invoice within sixty (60) days after receipt. Each Party shall keep detailed books and records of the development cost incurred by such Party to in vivo experiments activities and shall make such books and records available to the other Party for inspection and audit upon reasonable advance notice.