Joint Development Costs Clause Samples

Joint Development Costs. 5.4.1 Unless otherwise provided in this Agreement, the Parties will share equally all Joint Development Costs for all Collaboration Products (which have been set forth in the Joint Development Plan and Joint Budget) with respect to the Development activities hereunder in accordance with the provisions of Article 11. The JDT shall review on a quarterly basis the Joint Development Costs against the Joint Budget for such expenses in the applicable calendar year. If in the course of such quarterly review the JDT determines that the actual amounts incurred for Joint Development Costs are likely to be higher than budgeted, the JDT shall refer such estimated overrun to the JSC for review and approval and the JSC shall then review the reasons for such potential overrun and determine whether such overrun is appropriate. The JSC may, if appropriate, amend the Joint Development Plan for a Collaboration Product to permit such overrun or to reduce such activities such that no overrun is expected. If any costs for the Development activities result in a budget overrun of the applicable and approved annual Joint Budget in excess of [ * ], the JSC shall have the discretion to review such costs and designate them as Joint Development Costs. Where the JSC does not so designate excess Joint Development Costs, any such unapproved excess Joint Development Costs shall be borne by the Party incurring them. However, if the budget overrun is due to a delay or an advance in timing as to the planned activities, which activities are in accordance with the Joint Development Plan, then such excess Joint Development Costs shall be shared equally by the Parties regardless of which Party has incurred such costs. 5.4.2 The Parties agree that the mutual annual rate per FTE of either Party who performs development, consultation or support work for Collaboration Products as set forth in the then current Joint Development Plan and to be used when calculating the Joint Development Costs is [ * ]. Commencing upon the first (1st) anniversary of the Effective Date and upon every anniversary thereafter, the fee will be adjusted in accordance with the [ * ].

Joint Development Costs. Unless otherwise provided in this Agreement, during the Term, SGI and Genmab shall share equally (50:50) all Joint Development Costs.

Joint Development Costs. The Development Costs associated with all Joint Development Activities that are shared by the Parties in accordance with Section 8.2(a) shall include Allowable Increases. “Allowable Increases” means increased Development Costs resulting from [***].

Joint Development Costs. The Parties shall share Development Costs as follows: (i) all Development Costs solely for the Profit-Share Territory shall be shared equally by the Parties, and (ii) all Development Costs incurred with respect to Development of Licensed Product for the Profit-Share Territory but generating data or other Know-How that also has applicability in the Royalty Territory shall be continue to be shared equally by the Parties except that any incremental costs associated specifically with any Development activities not required for the Profit-Share Territory shall be []*. The Parties shall discuss and attempt to mutually determine in good faith how specific Development Costs are allocated in accordance with the foregoing sentence. Except as otherwise set forth in this Section 4.4(a), Cubist shall be responsible for its costs associated with Development of Licensed Product for the Royalty Territory.

Joint Development Costs. (a) Except as otherwise provided in Section 3.5, and subject to this Section 8.5, all Joint Development Costs for a Licensed Compound or a Licensed Product in the Territory shall be shared fifty percent (50%) by Arvinas and fifty percent (50%) by Pfizer. (b) Commencing the first Calendar Quarter immediately following a Party incurring Joint Development Costs under this Agreement and continuing thereafter so long as a Party incurs Joint Development Costs under this Agreement for which reconciliation shall be provided, within [**] after the end of each Calendar Quarter during which either Party incurs any Joint Development Costs, such Party shall submit to a finance designee of the other Party a report setting forth a good faith estimate of the Joint Development Costs it incurred in such Calendar Quarter, as detailed in the Joint Development Plan as approved by the JDC. Within [**] following the end of such Calendar Quarter, each Party shall update such report to reflect the final amount of Joint Development Costs incurred by such Party; provided, that if there are any Joint Development Costs incurred in such Calendar Quarter that a Party is unable to timely include in such financial report, then such amount shall be included and reconciled in the financial report in the following Calendar Quarter. Each such report shall specify in reasonable detail costs incurred and shall include reasonably detailed supporting information. Within [**] after receipt of such reports, the finance designees from both Parties shall confer and agree in writing on whether a reconciliation payment is due from one Party to the other Party, and if so, the amount of such reconciliation payment, so that the Parties share Joint Development Costs in accordance with this Section 8.5. The Party required to pay such reconciliation payment shall make such payment to the other Party within [**] after the end of such [**] conferral period; provided, however, that in the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment shall be paid in accordance with the foregoing timetable and the remaining, disputed portion shall be paid within [**] after the date on which the Parties, using good faith efforts, resolve the dispute. For the avoidance of doubt, no cost or expense shall be counted more than once in calculating Joint Development Costs, even if such cost or expense falls into more than one of the cost ...

Joint Development Costs. NA/Ex-NA Development Costs and NA Development Costs for a Joint Development Compound shall be provided for in a budget to be included in the Global Development Plan, and shall be shared on a Joint Development Compound-by-Joint Development Compound basis pursuant to Section 8.2 as follows: (a) Millennium and Aventis shall each bear fifty percent (50%) of the NA Development Costs for the Joint Development Compound, and (b) Millennium and Aventis shall each bear a portion of all NA/Ex-NA Development Costs for the Joint Development Compound equal to fifty percent (50%) of the NA Percentage. For clarity, Aventis shall also bear a percentage of the NA/Ex-NA Development Costs for the Joint Development Compound equal to one hundred percent (100%) less the NA Percentage and shall bear one hundred percent (100%) of ROW Development costs that are not relevant to NA/Ex-NA Development.

Joint Development Costs. Except as otherwise provided in this Section 3.2, all Joint Development Costs incurred in accordance with the CDP and Joint Development Budget shall be shared equally (50/50) between BioNTech and OncoC4 in accordance with Section 7.3.

Joint Development Costs. Omega will bear all reasonable costs incurred by N▇▇▇▇ in the Joint Development Plan in accordance with the Budget (“Nitto’s Development Costs”). Nitto’s Development Costs will include, without limitation, cost of materials and the Nitto Materials, NBPI’s FTE Costs, project management costs, and Nitto’s reasonable expenses related to traveling costs, accommodation fees and other incidentals that N▇▇▇▇ incurred in the performance of the Joint Development Plan, all in accordance with the Budget. Omega will bear all costs and expenses incurred by Omega through the performance of its responsibilities in the Joint Development Plan.

Joint Development Costs. Beginning on the Effective Date (except, for clarity, for Clinical Trials and other Independent Development Activities under the Independent Development Plans), the Parties shall share all Joint Development Costs for Joint Development Activities pursuant to the Joint Development Plan at a ratio of fifty percent (50%) to BioNTech and fifty percent (50%) to BMS (“Development Cost Share Ratio”) as set forth in Section 10.6. Notwithstanding the foregoing, regarding the costs and expenses for conducting Joint Trials or other Joint Development Activities, if a Joint Trial is a Combination Trial that includes a Proprietary Combination Therapy (or such other Joint Development Activities are related to a Proprietary Combination Therapy, as applicable), the Proprietary Party will bear [***] of the Joint Development Costs for such Combination Trial (as well as other Joint Development Activities related to such Proprietary Combination Therapy), and the other Party will bear [***]. Notwithstanding the foregoing, if at the time the applicable Combination Trial that includes a Proprietary Combination Therapy (or other applicable Joint Development Activities with respect to such Proprietary Combination Therapy, as applicable) is first included in the Joint Development Plan or Independent Development Plan, as applicable, the applicable Party’s Proprietary Asset has less than [***] of market exclusivity in the U.S. (as disclosed by such Party in its public filings), then the Parties shall share all applicable Joint Development Costs for such Combination Trial (or such other Joint Development Activities, as applicable) pursuant to the Joint Development Plan [***]. Notwithstanding the foregoing provisions of this Section 3.4.1, the provisions of this Section 3.4.1 shall be subject in all cases to the provisions of Section 3.4.3.