Common use of Overruns Clause in Contracts

Overruns. With respect to each Research Program: (a) Iambic shall promptly inform ▇▇▇▇▇▇ upon ▇▇▇▇▇▇ determining that it is likely to overspend by more than [***] set forth in the Research Budget for such Research Program. (b) The portion of any [***]. (c) If [***], Iambic shall provide to the JSC a full explanation for exceeding such aggregate budgeted costs under the applicable Research Plan. [***]. (d) Any overspend that is included in Iambic Research Costs as provided in clause (b) or clause (c) above shall be a “Permitted Budget Overrun”. To the extent that any overspend is not included in Iambic Research Costs as provided in clause (b) or clause (c) above, Iambic shall be solely responsible for the overspend. [***], in each case ((i) and (ii)), except to the extent such excess FTE Costs or Out-of-Pocket Costs are a Permitted Budget Overrun (and therefore subject to reimbursement by ▇▇▇▇▇▇) or are attributable to Iambic’s or its Affiliate’s negligence, willful misconduct or breach of this Agreement (for clarity, Iambic not continuing to conduct Research activities or incur costs as permitted by this Section 7.3.2(d) shall not, in and of itself, constitute a breach of clause (b) or clause (c) of Section 5.5.1 (Diligence; Performance)).