Common use of Engineering Costs Clause in Contracts

Engineering Costs. In the event (i) of the termination of this Agreement pursuant to Section 11.2(b) (Material Breach by Replidyne) or Section 11.2(d) (Bankruptcy Event for Replidyne) or Section 11.2(h) (Abandonment of Development or Commercialization) or Section 11.2(i) (Intolerable Delay of Launch Go Date) or in the event of the termination of this Agreement caused by the termination of the License Agreement due to the material breach or bankruptcy event of Replidyne, but not in the event of any other termination or the expiration of this Agreement, and (ii) that the Launch Go Date has NOT occurred, within thirty (30) days after the effective date of termination of this Agreement, Replidyne shall reimburse Nisso for [ *** ] percent ([ *** ]%) of all actual costs incurred by Nisso (including, without limitation, all materials and labor costs), but excluding overhead expenses, relating to engineering activities (but not qualification or validation activities) undertaken by Nisso, and approved by Replidyne pursuant to Section 2.5 (Replidyne Review) hereof, in connection with Sections 2.2 (Engineering Activities) in the event that this Agreement is terminated at any time after the Effective Date but prior to the Launch Go Date; provided that Replidyne’s payment obligation to Nisso pursuant to this Section 12.5(c) shall not exceed JP¥[ *** ].