Permitted Development Overage Clause Samples

Permitted Development Overage. The Party that is responsible for the performance of activities described in the Development Plan shall use Commercially Reasonable Efforts to ensure that the actual costs and expenses for such Development activities for Licensed Compounds and the Licensed Product in a Calendar Year do not exceed [ * ] percent ([ * ]%) of the estimated allocated costs and expenses budgeted for such activity for such Calendar Year as set forth in the Development Budget (i.e., the costs and expenses for the performance of a specific activity described in the Development Plan may exceed the estimated allocated costs and expenses therefor as set forth in the Development Budget by up to [ * ] percent ([ * ]%) (the “Permitted Development Overage”) and such costs and expenses, to the extent such costs and expenses are within the Permitted Development Overage and would otherwise have been included as Allowable Development Costs but for the budget overage, shall be included as Allowable Development Costs). If either Party believes that the actual costs and expenses in relation to a particular Development activity in a Calendar Year will exceed the allocated budget (plus the Permitted Development Overage) for such activity during such Calendar Year as set forth in the Development Budget, such Party may request the JSC to review and approve an amendment to the Development Budget before incurring such excess cost. In the event that the JSC does not approve -64- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED