Common use of External Costs Clause in Contracts

External Costs. “External Costs” shall include [*] to be used solely (or if applicable to other uses, then a fair allocation of such costs) in the conduct of the Research Program or NP201 Research Collaboration; provided, however, that Merck’s approval shall be obtained in writing in advance for such External Costs that are in excess of [*] for any such [*]; provided, further, that Merck shall not be responsible for [*]. For clarity, any External Costs that are: (i) approved by Merck under this Section 4.2.4, shall be included in the Research Funding Budget and shall, accordingly, be subject to, and count against, the Research Funding Cap; or (ii) not approved by Merck under this Section 4.2.4 (as and to the extent such approval is necessary), shall not be included in the Research Funding Budget, shall not count against the Research Funding Cap and NGM shall be solely responsible for any such costs.