Common use of Permitted Development Overage Clause in Contracts

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

Permitted Development Overage. The With respect to each SYNGAP1 Co-Development Plan, the Party that is responsible for the performance of activities described in the SYNGAP1 Co-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 with respect to such Party for such Calendar Year as set forth in the applicable SYNGAP1 Co-Development Budget (i.e., the costs and expenses for the performance of a specific activity described in the SYNGAP1 Co-Development Plan may exceed the estimated allocated costs and expenses therefor as set forth in the SYNGAP1 Co-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 applicable SYNGAP1 Co-Development Budget, such Party may request the JSC to review and approve an amendment to the applicable SYNGAP1 Co-Development Budget before incurring such excess costcost (“Excess Development Overage”). In the event that the JSC does not approve -64- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTan increase in the SYNGAP1 Co-Development Budget for such activity with respect to such Party, MARKED BY BRACKETSthe Party requesting approval shall be solely responsible for the costs and expenses it incurs which are in excess of the applicable SYNGAP1 Co-Development Budget (plus the Permitted Development Overage) (and any such Excess Development Overage shall not be Development Costs hereunder); provided that, HAS BEEN OMITTED BECAUSE IT IS BOTH to the extent such Excess Development Overage is attributable to reasonable activities performed as a direct result of (Ii) NOT MATERIAL AND a change in Applicable Law, (IIii) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSEDa Force Majeure or (iii) activities required by a Regulatory Authority, and in each case of (i), (ii) or (iii), as applicable, such excess costs and expenses would otherwise have been included as Development Costs but for the budget overage, then such Excess Development Overage shall be included in Development Costs.