2Expenditures Sample Clauses

2Expenditures. (a) Licensee’s Diligent Efforts to Develop one IPI-145 Product will include demonstration that it, its Affiliates and the Sublicensees, [* * *]. (b) Notwithstanding anything to the contrary in this Agreement (other than the provisions of Section 3.1.4(b)), Licensee will be responsible for all reasonable and documented Internal Personnel Expenses and Out-of-Pocket Expenses related to the IPI-145 Compound or IPI-145 Product in the Territory incurred by INFI on or after November 1, 2016, including all costs related to the Development, Manufacture or Commercialization of the IPI-145 Compound or IPI-145 Product and all Patent Expenses; provided, however, that Licensee shall not have any obligation to reimburse INFI for any such costs incurred by INFI after the Effective Date except for those costs incurred in accordance with this Agreement or as directed by Licensee; provided, that Licensee shall be permitted to holdback [* * *] of all such payments incurred by INFI after the date a Key Item is to have been completed (as set forth in the Transition Plan) and such Key Item has not been completed (other than through any action or inaction of Licensee) (such payments actually withheld by Licensee, the “Holdback Payments”); further, provided, that within [* * *] days following the completion of such Key Item that entitled Licensee to holdback the Holdback Payment, Licensee shall pay the amount of such Holdback Payment to INFI. Subject to the foregoing, Licensee shall reimburse INFI for all such expenses within [* * *] days following Licensee’s receipt of an invoice therefor.