Common use of Sharing of Development Expenses Clause in Contracts

Sharing of Development Expenses. Unless otherwise set forth in this Agreement, Development Expenses incurred by the Parties and their respective Affiliates in the conduct of the Development Plan, to the extent such Development Expenses are within the Development Plan Budget (except as provided in Article 4.13), shall be borne by the Parties according to the following split: seventy percent (70%) of the Development Expenses shall be borne by Merck and thirty (30 %) of the Development Expenses shall be borne by Threshold based on the Development Plan Budget as may be revised from time to time in accordance with Article 4.4. Within forty-five (45) days following the end of each Calendar Quarter, for as long as the Parties are performing Development in the Territory according to the Development Plan, each of the Parties shall submit to the other Party, a written report setting forth in reasonable detail all Development Expenses it incurred in performing its Development activities during such Calendar Quarter. Within thirty (30) days following a Party’s receipt of such report from the other Party, the Financial Representatives shall calculate total Development Expenses for such Calendar Quarter, allocate each Party’s respective share and shall submit the calculations to the JSC for approval, provided that any decision of the JSC with respect thereto shall require the express written consent of both parties to the extent that any such decision would result in a Party being responsible for more than its allocated budget of Development Expenses [* * *]. The Party that has incurred Development Expenses in excess of its share, shall invoice the other Party for the difference between the Development Expenses it has incurred and the Development Expenses it should have incurred pursuant to the split of Development Expenses set forth above and the other Party shall pay such invoice within thirty (30) days of its receipt. The JPT shall track Development Expenses and immediately inform the JSC of any Development Plan Budget overruns.