Common use of Development Costs Clause in Contracts

Development Costs. (a) Subject to Sections 5.11(c) and 5.12, Development Costs shall be borne [*]. (b) In accordance with procedures to be established by the JDC, each Party shall calculate and maintain records of Development Costs incurred by it. Within sixty (60) days after the end of each six-month period (ending June 30 and December 31) during which the Parties are co-developing at least one Co-Developed Product, each Party shall send the other Party a report which specifies the Development Costs incurred by such Party during such six-month period with respect to each Co-Developed Product in the Co-Developed Territory. The Parties shall seek to resolve any questions related to such accounting statements within ninety (90) days following receipt. (c) If the reports for a particular six-month period show that one Party’s Development Costs for such six-month period were greater than [*], then the other Party (the “Reimbursing Party”) shall pay the first Party, within ninety (90) days after the end of such six-month period, an amount equal to [*], provided that the total Development Costs for each Co-Developed Product for such six-month period did not exceed [*] for such product for such six-month period. (i) If the total Development Costs exceed such [*] by more than [*] for such six-month period and the Reimbursing Party’s Development Costs for such six-month period for such product were less than [*], then the Reimbursing Party shall first pay the other Party an amount equal to the difference between (A) the Development Costs incurred by the Reimbursing Party for such product in such six-month period and (B) [*]. (ii) The Reimbursing Party’s obligation to reimburse the other Party for [*] of all such Development Costs in excess of [*] shall be limited to (A) those additional Development Costs approved by the JDC (either before or after they are incurred) and (B) those additional Development Costs that are the result of work carried out in response to a governmental requirement (imposed or directed following preparation of such Development Budget) to do such work. If, after any payment by the Reimbursing Party pursuant to Section 5.11(c)(i), the Reimbursing Party’s total Development Cost expenditures, including such payment, (collectively “Z”) are less than [*] where X is [*] and Y is 100% of such reimbursable additional Development Costs, then the Reimbursing Party shall pay the other Party an amount equal to [*]. Failure of a Party to reimburse the other Party for any Development Costs that are subject to a good faith dispute hereunder shall not be deemed to be a material breach of this Agreement.

Development Costs. (a) Subject Except as set forth in the Co-Promotion Agreement, commencing with the Fiscal Quarter beginning January 1, 2009, and occurring each Fiscal Quarter thereafter, the Parties agree to Sections 5.11(c) and 5.12, pay the Development Costs for the development and Regulatory Approval of the Licensed Product in the Field of Use as follows: Allergan shall be borne [*]. responsible for sixty-five percent (b65%) In accordance with procedures to be established by the JDC, each Party shall calculate and maintain records of Development Costs incurred by itSpectrum and Allergan in performing their obligations hereunder, and Spectrum is responsible for thirty-five percent (35%) of the Development Costs incurred by Spectrum and Allergan in performing their obligations hereunder. Within sixty the first five (605) business days of each Fiscal Quarter commencing on January 1, 2009, Allergan shall pay Spectrum quarterly in advance Allergan’s share of the estimated Development Costs which Spectrum is estimated to incur for such Fiscal Quarter (as set forth in the JDP). On a monthly basis the Parties agree to discuss the Development Costs incurred in the previous month and review tracking of actual Development Costs to estimated Development Costs. The Parties shall reconcile their respective applicable Development Costs, and will deliver to the other Party, by the third business day after the new Fiscal Quarter, the backup requested by such other Party to complete such other Party’s quarterly accounting close. The estimate provided by each Party on the third business day shall be materially correct as regards actual Development Costs incurred. Within thirty (30) days after the end of each sixFiscal Quarter, Allergan will provide Spectrum with an invoice representing thirty-month period five percent (ending June 30 and December 3135%) during which the Parties are co-developing at least one Co-Developed Product, each Party shall send the other Party a report which specifies of the Development Costs incurred by such Party Allegan during such six-month period with respect the previous Fiscal Quarter and Spectrum will process a payment to each Co-Developed Product in the Co-Developed Territory. The Parties shall seek to resolve any questions related to such accounting statements Allergan within ninety thirty (9030) days following receipt. receipt of this invoice. Within thirty (c) If the reports for a particular six-month period show that one Party’s Development Costs for such six-month period were greater than [*], then the other Party (the “Reimbursing Party”) shall pay the first Party, within ninety (9030) days after the end of such sixeach Fiscal Quarter, Spectrum shall perform a true-month periodup to determine its actual Development Costs incurred during the previous Fiscal Quarter. If the true-up reflects actual Development Costs incurred in excess of advances previously made by Allergan, Spectrum will provide Allergan with an invoice representing the excess and Allergan will process a payment to Spectrum within thirty (30) days following receipt of this invoice. If the true-up reflects actual Development Costs incurred less than advances previously made by Allergan, Spectrum will reduce their next quarterly advance from Allergan by the amount equal to [*], provided that of the total shortfall. Spectrum shall bear all Development Costs for each Co-Developed development of the Licensed Product incurred prior to January 1, 2009. In the event of a Development Trigger after which Allergan delivers notice to Spectrum under Section 10.1 for such six-month period did not exceed [*] for such product for such six-month period. (i) If the total Development Costs exceed such [*] by more than [*] for such six-month period and the Reimbursing Party’s Development Costs for such six-month period for such product were less than [*]Allergan to take over development, then the Reimbursing Party shall first pay the other Party an amount equal to the difference between (A) all of the Development Costs incurred by Allergan in performing the Reimbursing Party for such product in such six-month period development and (B) [*]. (ii) The Reimbursing Party’s obligation to reimburse the other Party for [*] of all such Development Costs in excess of [*] Regulatory Approval services itself shall also be limited to (A) those additional Development Costs approved borne by the JDC (either before or after they are incurredParties in the ratio(s) and (B) those additional Development Costs that are the result of work carried out set forth in response to a governmental requirement (imposed or directed following preparation of such Development Budget) to do such work. If, after any payment by the Reimbursing Party pursuant to this Section 5.11(c)(i), the Reimbursing Party’s total Development Cost expenditures, including such payment, (collectively “Z”) are less than [*] where X is [*] and Y is 100% of such reimbursable additional Development Costs, then the Reimbursing Party shall pay the other Party an amount equal to [*]. Failure of a Party to reimburse the other Party for any Development Costs that are subject to a good faith dispute hereunder shall not be deemed to be a material breach of this Agreement6.6.

Development Costs. Except as provided in Section 4.3, PRAECIS shall pay seventy-five percent (a) Subject to Sections 5.11(c) 75%), and 5.12Synthelabo shall pay twenty-five percent (25%), Development Costs shall be borne [*]. (b) In accordance with procedures to be established by the JDC, each Party shall calculate and maintain records of all Development Costs incurred in carrying out the Core Development Plan. The foregoing cost sharing provisions shall also apply if PRAECIS enters into an agreement with a Third Party under which such Third Party shall undertake PRAECIS' development activities pursuant to the Core Development Plan, unless PRAECIS and Synthelabo shall agree otherwise. Synthelabo shall pay all Development Costs which are incurred in carrying out the Supplemental Development Plan, provided that PRAECIS shall reimburse Synthelabo for seventy-five percent (75%) of such Development Costs to the extent the results of the Development Phase activities in respect of which such Development Costs were incurred are used to seek or obtain Registration Approvals or Reimbursement Approvals in the United States. If (i) PRAECIS or its licensee or sublicensee wishes to use both outside of the Territory and outside of the United States the results of the Supplemental Development Studies obtained by itSynthelabo in carrying out the Supplemental Development Plan and (ii) PRAECIS is not required hereunder to reimburse Synthelabo 75% of the Development Costs incurred in connection with such Supplemental Development Studies, then PRAECIS and Synthelabo shall meet to negotiate in good faith an equitable sharing of such Development Costs. Within sixty Anything herein to the contrary notwithstanding, (60i) each of Synthelabo and PRAECIS shall have full and complete access to and use of the safety data of the other regarding each Licensed Product, and each may use the safety data of the other for Advertising and Promotion, in each case without any cost or reimbursement therefor and (ii) regulatory submission, registration fees and maintenance fees in the Territory shall be paid by Synthelabo, and registration fees and maintenance fees 40 outside the Territory shall be paid by PRAECIS. If a party is claiming reimbursement pursuant to this Section 4.5, then within forty-five (45) days after the end of each six-month period (ending June 30 and December 31) a calendar quarter during which the Parties are co-developing at least one Co-Developed Product, each Party shall send the other Party a report which specifies the Development Costs incurred by such Party during such six-month period with respect to each Co-Developed Product in the Co-Developed Territory. The Parties shall seek to resolve any questions related to such accounting statements within ninety (90) days following receipt. (c) If the reports for a particular six-month period show that one Party’s Development Costs for such six-month period which reimbursement is being claimed were greater than [*]incurred, then a party will submit to the other Party a statement (each a "Development Cost Statement") itemizing in reasonable detail such Development Costs and setting forth the “Reimbursing Party”) total amount, if any, of such Development Costs to be reimbursed by the other party pursuant to this Section 4.5. Such reimbursement amounts shall pay the first Party, be paid within ninety twenty (9020) days after the end receipt of such six-month perioda Development Cost Statement, an amount equal to [*], provided that the total Development Costs for each Co-Developed Product for such six-month period did not exceed [*] for such product for such six-month period. (i) If the total Development Costs exceed such [*] by more than [*] for such six-month period and the Reimbursing Party’s Development Costs for such six-month period for such product were less than [*], then the Reimbursing Party shall first pay the other Party an amount equal except to the difference between (A) the Development Costs incurred by the Reimbursing Party for such product in such six-month period and (B) [*]. (ii) The Reimbursing Party’s obligation to reimburse the other Party for [*] of all extent such Development Costs Cost Statement is being disputed in excess of [*] good faith. Except as otherwise provided herein, each party shall be limited to (A) those additional Development Costs approved by the JDC (either before or after they are incurred) and (B) those additional Development Costs that are the result of work carried out in response to a governmental requirement (imposed or directed following preparation of such Development Budget) to do such work. If, after any payment by the Reimbursing Party pursuant to Section 5.11(c)(i), the Reimbursing Party’s total Development Cost expenditures, including such payment, (collectively “Z”) are less than [*] where X is [*] and Y is 100% of such reimbursable additional assume full responsibility for its own Development Costs, then the Reimbursing Party shall pay the other Party an amount equal to [*]. Failure of a Party to reimburse the other Party for any Development Costs that are subject to a good faith dispute hereunder shall not be deemed to be a material breach of this Agreement.

Development Costs. Except as provided in Section 4.3, PRAECIS shall pay seventy-five percent (a) Subject to Sections 5.11(c) 75%), and 5.12Synthelabo shall pay twenty-five percent (25%), Development Costs shall be borne [*]. (b) In accordance with procedures to be established by the JDC, each Party shall calculate and maintain records of all Development Costs incurred in carrying out the Core Development Plan. The foregoing cost sharing provisions shall also apply if PRAECIS enters into an agreement with a Third Party under which such Third Party shall undertake PRAECIS' development activities pursuant to the Core Development Plan, unless PRAECIS and Synthelabo shall agree otherwise. Synthelabo shall pay all Development Costs which are incurred in carrying out the Supplemental Development Plan, provided that PRAECIS shall reimburse Synthelabo for seventy-five percent (75%) of such Development Costs to the extent the results of the Development Phase activities in respect of which such Development Costs were incurred are used to seek or obtain Registration Approvals or Reimbursement Approvals in the United States. If (i) PRAECIS or its licensee or sublicensee wishes to use both outside of the Territory and outside of the United States the results of the Supplemental Development Studies obtained by itSynthelabo in carrying out the Supplemental Development Plan and (ii) PRAECIS is not required hereunder to reimburse Synthelabo 75% of the Development Costs incurred in connection with such Supplemental Development Studies, then PRAECIS and Synthelabo shall meet to negotiate in good faith an equitable sharing of such Development Costs. Within sixty Anything herein to the contrary notwithstanding, (60i) each of Synthelabo and PRAECIS shall have full and complete access to and use of the safety data of the other regarding each Licensed Product, and each may use the safety data of the other for Advertising and Promotion, in each case without any cost or reimbursement therefor and (ii) regulatory submission, registration fees and maintenance fees in the Territory shall be paid by Synthelabo, and registration fees and maintenance fees outside the Territory shall be paid by PRAECIS. If a party is claiming reimbursement pursuant to this Section 4.5, then within forty-five (45) days after the end of each six-month period (ending June 30 and December 31) a calendar quarter during which the Parties are co-developing at least one Co-Developed Product, each Party shall send the other Party a report which specifies the Development Costs incurred by such Party during such six-month period with respect to each Co-Developed Product in the Co-Developed Territory. The Parties shall seek to resolve any questions related to such accounting statements within ninety (90) days following receipt. (c) If the reports for a particular six-month period show that one Party’s Development Costs for such six-month period which reimbursement is being claimed were greater than [*]incurred, then a party will submit to the other Party a statement (each a "Development Cost Statement") itemizing in reasonable detail such Development Costs and setting forth the “Reimbursing Party”) total amount, if any, of such Development Costs to be reimbursed by the other party pursuant to this Section 4.5. Such reimbursement amounts shall pay the first Party, be paid within ninety twenty (9020) days after the end receipt of such six-month perioda Development Cost Statement, an amount equal to [*], provided that the total Development Costs for each Co-Developed Product for such six-month period did not exceed [*] for such product for such six-month period. (i) If the total Development Costs exceed such [*] by more than [*] for such six-month period and the Reimbursing Party’s Development Costs for such six-month period for such product were less than [*], then the Reimbursing Party shall first pay the other Party an amount equal except to the difference between (A) the Development Costs incurred by the Reimbursing Party for such product in such six-month period and (B) [*]. (ii) The Reimbursing Party’s obligation to reimburse the other Party for [*] of all extent such Development Costs Cost Statement is being disputed in excess of [*] good faith. Except as otherwise provided herein, each party shall be limited to (A) those additional Development Costs approved by the JDC (either before or after they are incurred) and (B) those additional Development Costs that are the result of work carried out in response to a governmental requirement (imposed or directed following preparation of such Development Budget) to do such work. If, after any payment by the Reimbursing Party pursuant to Section 5.11(c)(i), the Reimbursing Party’s total Development Cost expenditures, including such payment, (collectively “Z”) are less than [*] where X is [*] and Y is 100% of such reimbursable additional assume full responsibility for its own Development Costs, then the Reimbursing Party shall pay the other Party an amount equal to [*]. Failure of a Party to reimburse the other Party for any Development Costs that are subject to a good faith dispute hereunder shall not be deemed to be a material breach of this Agreement.

Development Costs. (a) Subject to Sections 5.11(c2.1 (c) and 5.12(d), Clinical Plan Development Costs incurred by the Parties in relation to the Clinical Development Plan attached as at the Effective Date to this Agreement as Exhibit C, [***]. For the avoidance of doubt, if the Clinical Development Plan is amended to include any further studies or activities, the costs for such further studies and activities shall, subject to Section 2.1(c) and (d), be borne by the Parties as may be agreed at the time of amendment to the Clinical Development Plan. (b) All costs, including Other Development Costs incurred by ASTELLAS following the Effective Date in relation to the Development of the Product solely for the Territory shall be borne by ASTELLAS. (c) All costs including Other Development Costs incurred by BASILEA following the Effective Date in relation to the Development of the Product solely for the Retained Territory shall be borne by BASILEA. (d) [***] of the costs including Other Development Costs for activities and studies agreed by the Parties under Section 2.1(d) shall be borne by [***], and [***] of such costs shall be borne by [***]. (be) In accordance with procedures to be established by the JDC, each The Party shall calculate and maintain records requesting reimbursement of Development Costs incurred shall keep records of all of its Development Costs and make them available for inspection by it. the other Party in accordance with Article 9. (f) Within sixty (60) days [***] after the end of each six-month period (ending June 30 and December 31) during which Calendar Quarter the Parties are co-developing at least one Co-Developed Product, each Party requesting reimbursement of its Development Costs shall send provide the other with records of all of its Development Costs and the Party a report which specifies requesting reimbursement shall calculate any amount due to it from the other in respect of the Development Costs incurred by such Party during such six-month period with respect to each Co-Developed Product in the Co-Developed Territorypreceding Calendar Quarter. The Parties shall seek to resolve any questions related to such accounting statements within ninety (90) days following receipt. (c) If the reports for a particular six-month period show that one Party’s Party requesting reimbursement of its Development Costs for such six-month period were greater than [*], then shall submit an invoice to the other Party (the “Reimbursing Party”) shall pay the first Party, within ninety (90) days [***] after the end of such six-month period, an amount equal date it provides its records to [*], provided that the total Development Costs for each Co-Developed Product for such six-month period did not exceed [*] for such product for such six-month period. (i) If the total Development Costs exceed such [*] by more than [*] for such six-month period and the Reimbursing Party’s Development Costs for such six-month period for such product were less than [*], then the Reimbursing Party shall first pay the other Party an amount equal relating to the difference between (A) the Development Costs incurred by the Reimbursing Party for such product in such six-month period it is seeking to have reimbursed and (B) [*]. (ii) The Reimbursing Party’s obligation to reimburse the other Party for shall pay such invoice within [***] after its date in CHF to the bank account specified by the receiving Party. Any disagreement as to the amount of all such Development Costs in excess of [*] shall be limited to (A) those additional Development Costs approved by the JDC (either before or after they are incurred) and (B) those additional Development Costs that are the result of work carried out resolved in response to a governmental requirement (imposed or directed following preparation of such Development Budget) to do such work. If, after any payment by the Reimbursing Party pursuant to Section 5.11(c)(i), the Reimbursing Party’s total Development Cost expenditures, including such payment, (collectively “Z”) are less than [*] where X is [*] and Y is 100% of such reimbursable additional Development Costs, then the Reimbursing Party shall pay the other Party an amount equal to [*]. Failure of a Party to reimburse the other Party for any Development Costs that are subject to a good faith dispute hereunder shall not be deemed to be a material breach of this Agreementaccordance with Article 9.

Development Costs. (a) Subject to Sections 5.11(c) and 5.12, The parties shall share Development Costs as follows: (i) From the Effective Date, Roche shall be borne [responsible for payment of eighty percent (80%) of the Development Costs * and Agouron shall be responsible for payment of twenty percent (20%) of such Development Costs; provided, however, that Roche shall not be responsible for Development Costs incurred for services performed before June 19, 1996, even if such services are paid for after such date. If Agouron has elected to Co-Promote a Product arising out of the Development Program for cancer indications in one or more European Co-Promotion Countries, *]. (ii) Development Costs incurred for services * In addition to its twenty percent (20%) share of worldwide Development Costs because of its Co-Promotional activities in the North American Territory, * (iii) Agouron's prorata percentage share of Development Costs for such European Co-Promotion Country * (iv) Development Costs allocated to a European Co-Promotion Country shall * Unless the parties agree otherwise, * shall be deemed to have been incurred for the benefit of * (b) In accordance with procedures to be established by the JDC, each Party shall calculate and maintain records of Development Costs incurred by it. Within sixty (60) * days after the end of each sixa semi-month annual calendar period (ending on either June 30 and or December 31) 31 during which the Parties are co-developing at least one Co-Developed Productparties have incurred Development Costs, each Party party shall send prepare and deliver to the other Party party a report which specifies the full and true accounting of such party's actual Development Costs incurred by for such Party during such sixsemi-month period with respect to each Co-Developed Product in the Co-Developed Territoryannual period. The Parties form of the report shall seek be consistent with the format presented in Schedule 1 to resolve Attachment 1, and shall detail actual Development Costs by major cost categories, consistent with the accounting classifications and methods agreed upon by the parties. The accuracy of the report shall be reviewed and signed by an appropriate financial employee of the reporting party. The calculation of Development Costs shall not include any questions related to such accounting statements within ninety (90) days following receiptselling or marketing costs and expenses. (c) If the reports for a particular six-month period show that one Party’s Development Costs for such six-month period were greater than [*], then the other Party (the “Reimbursing Party”) shall pay the first Party, within ninety (90) days after the end of such six-month period, an amount equal to [*], provided that the total Development Costs for each Co-Developed Product for such six-month period did not exceed [*] for such product for such six-month periodbe funded and reimbursed as described in Attachment 1. (id) If the total Each party shall maintain books of account and complete and accurate records of all of its Development Costs exceed in sufficient detail to permit the other party to confirm the correctness of such [*] by more than [*] for such six-month period and items. Each party shall provide the Reimbursing Party’s other party, upon reasonable request, with copies of invoices supporting significant third party expenditures. * To the extent actual Development Costs for such six-month period for such product were less than [*]vary from reported Development Costs, then the Reimbursing Party adjustments shall first pay the other Party an amount equal be made to the difference between (A) the Development Costs incurred by the Reimbursing Party for such product in such six-month period and (B) [*]future invoices. (iie) The Reimbursing Party’s obligation Additional details relating to reimburse the other Party definition, calculation, reporting requirements and reimbursement procedures for [*] of all such Development Costs are set forth in excess of [*] shall be limited to (A) those additional Development Costs approved by the JDC (either before or after they are incurred) and (B) those additional Development Costs that are the result of work carried out in response to a governmental requirement (imposed or directed following preparation of such Development Budget) to do such work. If, after any payment by the Reimbursing Party pursuant to Section 5.11(c)(i), the Reimbursing Party’s total Development Cost expenditures, including such payment, (collectively “Z”) are less than [*] where X is [*] and Y is 100% of such reimbursable additional Development Costs, then the Reimbursing Party shall pay the other Party an amount equal to [*]. Failure of a Party to reimburse the other Party for any Development Costs that are subject to a good faith dispute hereunder shall not be deemed to be a material breach of this AgreementAttachment 1.

Development Costs. (a) Subject to Sections 5.11(c) and 5.12, The parties shall share Development Costs as follows: (i) From the Effective Date, Roche shall be borne [responsible for payment of eighty percent (80%) of the Development Costs * and Agouron shall be responsible for payment of twenty percent (20%) of such Development Costs; provided, however, that Roche shall not be responsible for Development Costs incurred for services performed before June 19, 1996, even if such services are paid for after such date. If Agouron has elected to Co-Promote a Product arising out of the Development Program for cancer indications in one or more European Co-Promotion Countries, *]. (ii) Development Costs incurred for services * In addition to its twenty percent (20%) share of worldwide Development Costs because of its Co-Promotional activities in the North American Territory, * (iii) Agouron's prorata percentage share of Development Costs for such European Co-Promotion Country * (iv) Development Costs allocated to a European Co-Promotion Country shall Unless the parties agree otherwise, * shall be deemed to have been incurred for the benefit of the * (b) In accordance with procedures to be established by the JDC, each Party shall calculate and maintain records of Development Costs incurred by it. Within sixty (60) * days after the end of each sixa semi-month annual calendar period (ending on either June 30 and or December 31) 31 during which the Parties are co-developing at least one Co-Developed Productparties have incurred Development Costs, each Party party shall send prepare and deliver to the other Party party a report which specifies the full and true accounting of such party's actual Development Costs incurred by for such Party during such sixsemi-month period with respect to each Co-Developed Product in the Co-Developed Territoryannual period. The Parties form of the report shall seek be consistent with the format presented in Schedule 1 to resolve Attachment 1, and shall detail actual Development Costs by major cost categories, consistent with the accounting classifications and methods agreed upon by the parties. The accuracy of the report shall be reviewed and signed by an appropriate financial employee of the reporting party. The calculation of Development Costs shall not include any questions related to such accounting statements within ninety (90) days following receiptselling or marketing costs and expenses. (c) If the reports for a particular six-month period show that one Party’s Development Costs for such six-month period were greater than [*], then the other Party (the “Reimbursing Party”) shall pay the first Party, within ninety (90) days after the end of such six-month period, an amount equal to [*], provided that the total Development Costs for each Co-Developed Product for such six-month period did not exceed [*] for such product for such six-month periodbe funded and reimbursed as described in Attachment 1. (id) If the total Each party shall maintain books of account and complete and accurate records of all of its Development Costs exceed in sufficient detail to permit the other party to confirm the correctness of such [*] by more than [*] for such six-month period and items. Each party shall provide the Reimbursing Party’s other party, upon reasonable request, with copies of invoices supporting significant third party expenditures. * To the extent actual Development Costs for such six-month period for such product were less than [*]vary from reported Development Costs, then the Reimbursing Party adjustments shall first pay the other Party an amount equal be made to the difference between (A) the Development Costs incurred by the Reimbursing Party for such product in such six-month period and (B) [*]future invoices. (iie) The Reimbursing Party’s obligation Additional details relating to reimburse the other Party definition, calculation, reporting requirements and reimbursement procedures for [*] of all such Development Costs are set forth in excess of [*] shall be limited to (A) those additional Development Costs approved by the JDC (either before or after they are incurred) and (B) those additional Development Costs that are the result of work carried out in response to a governmental requirement (imposed or directed following preparation of such Development Budget) to do such work. If, after any payment by the Reimbursing Party pursuant to Section 5.11(c)(i), the Reimbursing Party’s total Development Cost expenditures, including such payment, (collectively “Z”) are less than [*] where X is [*] and Y is 100% of such reimbursable additional Development Costs, then the Reimbursing Party shall pay the other Party an amount equal to [*]. Failure of a Party to reimburse the other Party for any Development Costs that are subject to a good faith dispute hereunder shall not be deemed to be a material breach of this AgreementAttachment 1.

Development Costs. (a) Subject to Sections 5.11(cThe monthly rate for the Development Fees (the “Monthly Rate”) and 5.12, Development Costs shall be borne determined and charged on a Research Program-by-Research Program and calendar month-by-calendar month basis. For the period beginning on the Effective Date and continuing through December 31, 2025, the Monthly Rate for each Research Program in a particular calendar month shall be [***]. Paragon shall have the right to adjust the Monthly Rate on a bi-annual basis to account for inflation and other increases in costs by providing written notice thereof to Crescent at least [***] prior to [***]. (b) In On a quarterly and Research Program-by-Research Program basis, unless Crescent has already paid a Cost Advance for the prior [***] in accordance with procedures Section 5.2(c), Paragon will deliver an invoice to be established by Crescent for the JDC, each Party shall calculate and maintain records of Development Costs incurred by itParagon in the performance of the Research Program during such [***], including [***] and any [***] incurred during such [***] in a manner consistent with the Budget, and Crescent will pay such amount within [***] after receipt of Paragon’s invoice. (c) At Paragon’s request, on a quarterly and Research Program-by-Research Program basis, Crescent will advance to Paragon any Development Costs contemplated in the applicable Budget, including [***], and any [***] reasonably expected to be incurred by Paragon in the performance of such Research Program during the upcoming [***] in accordance with the applicable Research Plan and Budget (less any pre-payments for [***] from earlier [***] that Paragon reasonably anticipates will be carried over to such upcoming [***]) (the “Cost Advance”). Paragon’s request for the Cost Advance for an upcoming Calendar Quarter will be made by delivering an invoice to Crescent prior to the start of such Calendar Quarter, and Crescent will pay the Cost Advance within [***] after receipt of Paragon’s invoice. (d) Within sixty (60) days [***] after the end of each sixCalendar Quarter in which any Third Party Costs have been paid, Paragon will calculate and provide to Crescent a written reconciliation on a Research Program-month period by-Research Program basis of its actually-incurred Third Party Costs (ending June 30 incurred in a manner consistent with the Budget) for the prior Calendar Quarter for which any Third Party Costs have been paid (“Actual Quarterly Costs”) against the Third Party Costs paid for that Calendar Quarter, including reasonable documentation of such Actual Quarterly Costs. The form of such reconciliation shall be subject to JDC review and December 31approval. If the amounts paid for Third Party Costs for a Research Program exceeds the Actual Quarterly Costs for such Research Program, then Paragon will credit such excess payment against Development Costs contemplated in the applicable Budget for such Research Program and reasonably expected to be incurred by Paragon in the performance of such Research Program during any upcoming Calendar Quarter and Crescent will deduct such amount from its next quarterly invoice for such Research Program. If the amounts paid for Third Party Costs for a Research Program is less than the Actual Quarterly Costs for such Research Program, then Paragon will invoice Crescent for the difference and Crescent will pay such amount together with its next quarterly invoice for such Research Program. If no further amounts will be owed to Paragon hereunder, P▇▇▇▇▇▇ will refund such amount. For clarity, the above reconciliation will not apply to Development Fees for a Research Program. (e) during which Notwithstanding Sections 5.2(a), 5.2(b), 5.2(c) and 5.2(d) to the contrary, the Parties are co-developing at least one Co-Developed Product, each Party shall send the other Party a report which specifies the acknowledge that Paragon has incurred certain Development Costs incurred prior to the A&R Effective Date as a result of work performed by Paragon at risk on Research Program #1 and Research Program 2 (collectively, the “Research Programs #1 & 2 Pre-Effective Date Development Costs”). Crescent shall reimburse Paragon for the Research Programs #1 & 2 Pre-Effective Date Development Costs within [***] after Crescent’s receipt of a written invoice that details the Research Programs #1 & 2 Pre-Effective Date Development Costs. (f) If a Research Plan requires Paragon to perform CMC Activities in furtherance of the applicable Research Program, then Crescent shall pay to Paragon the CMC Monthly Fee until the full amount of the CMC Fee has been paid. On a quarterly and Research Program-by-Research Program basis, Paragon will deliver an invoice to Crescent for the CMC Monthly Fees accrued for the prior Calendar Quarter, and Crescent will pay such Party during such six-month period amount within [***] after receipt of Paragon’s invoice. For clarity, the CMC Fee is separate from any Development Costs or Cost Advance paid or owing with respect to each Co-Developed Product in the Co-Developed Territory. The Parties shall seek to resolve any questions related to such accounting statements within ninety (90) days following receipta Research Program. (cg) If the reports for a particular six-month period show that one Party’s Development Costs for such six-month period were greater than [*], then the other Party (the “Reimbursing Party”) shall pay the first Party, within ninety (90) days after the end of such six-month period, an amount equal to [*], provided that the total Development Costs for each Co-Developed Product for such six-month period did not exceed [*] for such product for such six-month period. (i) If the total Development Costs exceed such [*] All payments made by more than [*] for such six-month period and the Reimbursing Party’s Development Costs for such six-month period for such product were less than [*], then the Reimbursing Party shall first pay the other Party an amount equal to the difference between (A) the Development Costs incurred by the Reimbursing Party for such product in such six-month period and (B) [*]. (ii) The Reimbursing Party’s obligation to reimburse the other Party for [*] of all such Development Costs in excess of [*] Crescent under this Section 5.2 shall be limited non-refundable and non-creditable except as otherwise provided in Section 5.2(d) with respect to (A) those additional Development reconciling excess amounts paid for Third Party Costs approved by the JDC (either before or after they are incurred) and (B) those additional Development Costs that are the result of work carried out in response to a governmental requirement (imposed or directed following preparation of such Development Budget) to do such work. If, after any payment by the Reimbursing Party pursuant to Section 5.11(c)(i), the Reimbursing Party’s total Development Cost expenditures, including such payment, (collectively “Z”) are less than [*] where X is [*] and Y is 100% of such reimbursable additional Development Costs, then the Reimbursing Party shall pay the other Party an amount equal to [*]. Failure of a Party to reimburse the other Party for any Development Costs that are subject to a good faith dispute hereunder shall which cannot otherwise be deemed to be a material breach of this Agreementcredited.