Common use of Joint Development Costs Clause in Contracts

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 categories that comprise Joint Development Costs.

Joint Development Costs. (a) Except as otherwise provided in Section 3.53.2, and subject to this Section 8.57.3, all Joint Development Costs for a Licensed Compound or a Licensed Product in the Territory shall be shared fifty percent equally (50%50/50) by Arvinas between BioNTech and fifty percent (50%) by PfizerOncoC4. (b) Commencing the first Calendar Quarter immediately following a Party incurring Joint Development Costs under this Agreement of the Term and continuing thereafter so long as a Party incurs Joint Development Costs under this Agreement for which reconciliation shall be providedthe CDP, within [***] days after the end of each Calendar Quarter during which either Party incurs any such 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 CDP as approved by the JDCJSC. Within [***] days 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 PartyParty in such Calendar Quarter; 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 the Joint Development Costs incurred and shall include reasonably detailed supporting information. Within [***] days 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 8.57.3. The Party required to pay such reconciliation payment shall make such payment to the other Party within [***] days after the date of such Party’s receipt of an invoice provided by the other Party upon or after the end of such [***] day conferral period; provided, however, that in the event of any good faith 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 any remaining portion subject to a good faith dispute shall be paid within [***] days after the date on which the Parties, using good faith efforts, resolve the disputedispute and the Party entitled to payment provides an updated invoice for the correct amount. 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 categories that comprise Joint Development Costs.