Deferrable Amounts. If the annual update to the Development Plan for such Program results in the Shared Development Cost Budget for the first remaining Calendar Year of the Shared Development Cost Budget increasing by more than […***…] from the then current Shared Development Cost Budget for the then-current Calendar Year or the second remaining Calendar Year increasing by more than […***…] from the then current Shared Development Cost Budget for such Program for the then-current Calendar Year, after taking into consideration any Allowable Exceptions, then BPM shall have the right to elect not to pay its share of actually incurred Development Costs for such Program for such Calendar Year exceeding such percentage of the previous Shared Development Cost Budget for such Program for such Calendar Year (such amount a “Deferrable Amount” and such election a (“BPM Deferral Election”)). If BPM makes a BPM Deferral Election, Roche may elect to either (i) deduct or withhold payments payable to BPM under Section 12.7, 12.8 or 12.9 until […***…] of the Deferrable Amount is repaid to Roche or (ii) increase the royalty rates payable by BPM to Roche under Section 12.9.3 by […***…] (e.g., the first royalty tier would become […***…]) until […***…] of the Deferrable Amount is repaid to Roche, provided that at any time BPM may elect to repay […***…] of such Deferrable Amount in part or in full to Roche in cash. Notwithstanding the foregoing, BPM shall not have the right to make a BPM Deferral Election for any Calendar Year after the First Commercial Sale in the United States for any Licensed Product under this Agreement. The following is an example that illustrates a possible scenario involving a Licensed Product for a […***…]: In this example, the Shared Development Cost Budget was provided to BPM in June 2019 in millions of US dollars (US$ Millions) and BPM approved the costs of activities performed by BPM. Roche […***…] […***…] […***…] BPM […***…] […***…] […***…] Total […***…] […***…] […***…] The Shared Development Cost Budget was provided to BPM for 2020, 2021 and 2022 in millions of US dollars (US$ Millions) and BPM approved costs of activities performed by BPM. Roche […***…] […***…] […***…] […***…] BPM […***…] […***…] […***…] […***…] Total […***…] […***…] […***…] […***…] As a consequence: - For 2019, both parties share […***…] the amount of […***…] + […***…] = […***…] - For 2019, Roche bears on its own the amount of […***…], which […***…] of the originally budgeted amount of […***…] - BPM can elect the BPM Deferral Election for 2020 because the increase in total budget from […***…] to […***…] is […***…] (For the below sections we assume that BPM made such election.) - No Deferral Election can be made for 2021 because the increase in total budget from […***…] to […***…] is […***…] The Shared Development Cost Budget provided to BPM for 2021, 2022 and 2023 in millions of US dollars (US$ Millions) and BPM approved costs of activities performed by BPM. Roche […***…] […***…] […***…] […***…] […***…] BPM […***…] […***…] […***…] […***…] […***…] Total […***…] […***…] […***…] […***…] […***…] As a consequence: - For 2020, because of BPM’s deferral election, both parties share […***…] the amount of […***…] - BPM pays on its own the […***…], which exceeds the […***…] % of the previously budgeted amount of […***…] - Roche pays on its own the remaining […***…] ([…***…] total less […***…]shared costs less […***…] solely borne by BPM) - Roche is entitled to a repayment of […***…] % of BPM's share of the […***…]. - BPM's share of the […***…] equals […***…] and Roche's reimbursement equals […***…][…***…] - No Deferral Election for 2021 because the increase in total budget from […***…] to […***…] is […***…] - No Deferral Election for 2022 because the increase in total budget from […***…] to […***…] is […***…]
Appears in 2 contracts
Sources: Collaboration and License Agreement (Blueprint Medicines Corp), Collaboration and License Agreement (Blueprint Medicines Corp)
Deferrable Amounts. If the annual update to the Development Plan for such Program results in the Shared Development Cost Budget for the first remaining Calendar Year of the Shared Development Cost Budget increasing by more than […***…] from the then current Shared Development Cost Budget for the then-current Calendar Year or the second remaining Calendar Year increasing by more than […***…] from the then current Shared Development Cost Budget for such Program for the then-current Calendar Year, after taking into consideration any Allowable Exceptions, then BPM shall have the right to elect not to pay its share of actually incurred Development Costs for such Program for such Calendar Year exceeding such percentage of the previous Shared Development Cost Budget for such Program for such Calendar Year (such amount a “Deferrable Amount” and such election a (“BPM Deferral Election”)). If BPM makes a BPM Deferral Election, Roche may elect to either (i) deduct or withhold payments payable to BPM under Section 12.7, 12.8 or 12.9 until […***…] of the Deferrable Amount is repaid to Roche or (ii) increase the royalty rates payable by BPM to Roche under Section 12.9.3 by […***…] (e.g., the first royalty tier would become […***…]) until […***…] of the Deferrable Amount is repaid to Roche, provided that at any time BPM may elect to repay […***…] of such Deferrable Amount in part or in full to Roche in cash. Notwithstanding the foregoing, BPM shall not have the right to make a BPM Deferral Election for any Calendar Year after the First Commercial Sale in the United States for any Licensed Product under this Agreement. The following is an example that illustrates a possible scenario involving a Licensed Product for a […***…]: In this example, the Shared Development Cost Budget was provided to BPM in June 2019 in millions of US dollars (US$ Millions) and BPM approved the costs of activities performed by BPM. Roche […***…] […***…] […***…] BPM […***…] […***…] […***…] Total […***…] […***…] […***…] The Shared Development Cost Budget was provided to BPM for 2020, 2021 and 2022 in millions of US dollars (US$ Millions) and BPM approved costs of activities performed by BPM. Roche […***…] […***…] […***…] […***…] BPM […***…] […***…] […***…] […***…] Total […***…] […***…] […***…] […***…] As a consequence: - For 2019, both parties share […***…] the amount of […***…] + […***…] = […***…] - For 2019, Roche bears on its own the amount of […***…], which […***…] of the originally budgeted amount of […***…] - BPM can elect the BPM Deferral Election for 2020 because the increase in total budget from […***…] to […***…] is […***…] (For the below sections we assume that BPM made such election.) - No Deferral Election can be made for 2021 because the increase in total budget from […***…] to […***…] is […***…] The Shared Development Cost Budget provided to BPM for 2021, 2022 and 2023 in millions of US dollars (US$ Millions) and BPM approved costs of activities performed by BPM. Roche […***…] […***…] […***…] […***…] […***…] BPM […***…] […***…] […***…] […***…] […***…] Total […***…] […***…] […***…] […***…] […***…] As a consequence: - For 2020, because of BPM’s deferral election, both parties share […***…] the amount of […***…] - BPM pays on its own the […***…], which exceeds the […***…] % of the previously budgeted amount of […***…] - Roche pays on its own the remaining […***…] ([…***…] total less […***…]shared costs less […***…] solely borne by BPM) - Roche is entitled to a repayment of […***…] % of BPM's share of the […***…]. - BPM's share of the […***…] equals […***…] and Roche's reimbursement equals […***…][…***…] - No Deferral Election for 2021 because the increase in total budget from […***…] to […***…] is […***…] - No Deferral Election for 2022 because the increase in total budget from […***…] to […***…] is […***…]
Appears in 1 contract
Sources: Collaboration and License Agreement (Blueprint Medicines Corp)