Allowable Overruns means, for all Research Programs in the aggregate, any FTE Costs or Out-of-Pocket Costs incurred by or on behalf of a Party in any Calendar Year in the performance of Research Activities under each applicable Research Plan for each Research Program that (a) is not attributable to any breach of this Agreement by Morphic and (b) is in excess of the aggregate amount budgeted for such Research Activities across all Research Budgets for such Calendar Year by an amount not to exceed the greater of [***] of the amount budgeted for such activities across all Research Budgets and [***].
Allowable Overruns means, on a plan-by-plan basis, any amount incurred by a Party in the performance of the activities taken as a whole under a Joint Development Plan, Joint Medical Affairs Plan or Joint Commercialization Plan or with respect to CMC Activities under a Manufacturing Plan, in each case, that is (a) above the applicable amounts budgeted for the performance of such activities taken as a whole under the corresponding Joint Development Budget, Joint Medical Affairs Budget, Joint Commercialization Budget or Manufacturing Budget, as applicable, in each case, by [**] percent ([**]%) or less for such Calendar Year, provided that such amounts were not attributable to a breach of this Agreement by the performing Party; or (b) otherwise approved by the JSC.
Allowable Overruns means any amount that is [***] above the total budgeted or approved amounts for a [***] on a [***] basis set forth in the Co-Funded Development Budget, Co-Funded Commercialization Budget, or Co-Funded Medical Affairs Budget, or Other Operating Expenses Budget for such [***].
Examples of Allowable Overruns in a sentence
If Morphic incurs FTE Costs and Out-of-Pocket Costs in excess of the sum of the applicable Research Budget plus Allowable Overruns, then Xxxxxxx will not be obligated to bear such excess costs unless the JRC approves such excess costs (either before or after such costs have been incurred).
For all Morphic Research Activities with respect to a Research Program during the Option Period for such Research Program, Xxxxxxx will be responsible for all FTE Costs and Out-of-Pocket Costs incurred by Morphic in the performance of the Morphic Research Activities to the extent within the applicable Research Budget, plus Allowable Overruns.
Each Party shall be responsible for its share of Allowable Development Expenses plus Allowable Overruns (collectively, “Reimbursable Development Expenses”) incurred by both Parties in connection with the Development of Licensed Products for use in the Licensed Field in the Territory as set forth in Schedule 3.3. The Development Plan attached hereto as Schedule 3.2.1 includes a detailed Budget for the initial period upon commencement of Development activities pursuant to Section 3.1.1 until [****].
The Parties will share the costs and expenses incurred in the performance of such Commercialization activities in the Co-Commercialization Territory to the extent in accordance with the Co-Commercialization Plan/Budget (including Allowable Overruns) and profits (or losses) with respect to the Commercialization of LRRK2 Licensed Products in the Co-Commercialization Territory in accordance with Section 4 of Schedule 3.8 (LRRK2 Financials).
Joint Costs: Eureka and Imugene will share equally (50:50) the out-of-pocket costs set forth in the applicable Research Budget plus Allowable Overruns, as defined in the Collaboration Agreement.
More Definitions of Allowable Overruns
Allowable Overruns means any amount that is up to [***] above the total budgeted or approved amounts for a Calendar Year on a quarterly basis set forth in any Shared Expenses Budget for such Calendar Year to the extent such amount is not attributable to a Party’s action or inaction that constitutes a breach or default under this Agreement.
Allowable Overruns means, with respect to the uniQure Development Budget (including the Current Phase III Budget or any uniQure Additional Development Budget, as applicable), any actual internal costs (at the FTE Rate) or documented out-of-pocket Third Party expenses incurred by or on behalf of uniQure in the performance of any uniQure Development Activities in accordance with the Current Phase III Protocol or the uniQure Additional Development Plan (as applicable) that is within [*]% of the aggregate amount budgeted in the Current Phase III Budget or uniQure Additional Development Budget (as applicable).
Allowable Overruns means, for a given Calendar Year, any FTE Costs or Out-of-Pocket Costs incurred by or on behalf of Codiak in the performance of the Codiak Research Activities under the Research Plan that (a) are not attributable to any breach of this Agreement by Codiak and (b) are in excess of the aggregate amount budgeted for such Research Activities in the Research Budget for such Calendar Year by an amount not to exceed [***] of the amount budgeted for such activities in such period under the Research Budget.
Allowable Overruns means, with respect to any Allowable Development Expenses, any amounts incurred by or on behalf of a Party in the performance of activities allocated to such Party under the Development Plan in a given [****] that (a) are not attributable to any breach of this Agreement, and (b) are in excess of the aggregate amount budgeted in the Development Plan for such Party in such [****] (i) by an amount not to exceed [****] or (ii) that are otherwise approved [****] (in the case of Allowable Development Expenses).
Allowable Overruns means any and all Development Costs or Medical Affairs Costs, as applicable, incurred by or on behalf of Sarepta or its Affiliates with respect to any Licensed Product in any Calendar Quarter that are (a) above the then-current Joint Global Development Budget or Joint Global Medical Affairs Budget, as applicable, approved by the JSC by [**] or less or (b) otherwise attributable to Roche’s action or inaction that constitutes a breach of this Agreement.
Allowable Overruns means, with respect to any Eligible Development Expenses or Allowable Expenses, any amounts incurred by or on behalf of a Party in the performance of activities allocated to such Party under the Global Development Plan/Budget or Co-Commercialization Plan/Budget in a given Calendar Year that (a) are not [***] any breach of this Definitive LRRK2 Agreement, and (b) are in excess of the aggregate amount budgeted in the Global Development Plan/Budget or Co-Commercialization Plan/Budget (as applicable) for such Party in such Calendar Year (i) by an amount not to exceed [***] of the total amount budgeted under the then-current Global Development Plan/Budget or Co-Commercialization Plan/Budget, as applicable, to be incurred by such Party in such Calendar Year in the aggregate or (ii) that are otherwise approved by a unanimous decision of the JSC or the Finance Working Group.
Allowable Overruns means, for one or more given Research Activities in a given Calendar Year, any FTE Costs or Out-of-Pocket Costs incurred by or on behalf of a given Party in the performance of such Research Activities allocated to such Party under the Research Plan that (a) are not attributable to any breach of this Agreement by such Party and (b) are in excess of the aggregate amount budgeted for such Research Activities in the Research Budget for such Calendar Year (i) by an amount not to exceed [*] of such amount budgeted for such Calendar Year or (ii) otherwise approved by the JSC in accordance with Section 3.2 (Joint Steering Committee). 1.9 “Antitrust Clearance Date” has the meaning set forth in Section 15.1 (Effective Date). 1.10 “Antitrust Laws” means any and all applicable Laws designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade. 1.11 “BIMA” has the meaning set forth in the preamble. 1.12 “Biogen” has the meaning set forth in the preamble. 1.13 “Biogen [*] Patent Right” means any Patent Right [*] that Covers or otherwise claims any Inventions developed or invented [*] [*] employees, agents, or independent contractors or any Persons contractually required to assign or license such Invention to [*] that [*], but expressly excluding [*]. 1.14 “Biogen [*] Know-How” means all Inventions developed or invented [*] employees, agents, or independent contractors or any Persons contractually required to assign or license such Inventions to [*] employees, agents, or independent contractors or any Persons contractually required to assign or license such Inventions to [*], in each case, that (a) [*] and (b) [*]. 1.15 “Biogen [*] Patent Rights” means all Patent Rights that Cover or otherwise claim Biogen [*] Know-How. 1.16 “Biogen [*] Technology” means Biogen [*] Know-How and Biogen [*] Patent Rights. 2 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.