PDE Costs definition
Examples of PDE Costs in a sentence
After the end of each Calendar Quarter, Orexigen shall submit to Takeda an itemized invoice for PDE Costs incurred by Orexigen in accordance with the activities assigned to it in the Commercialization Plan during such Calendar Quarter, and Takeda shall pay to Orexigen an amount equal to such PDE Costs within [***] ([***]) days after delivery of such invoice.
Notwithstanding the foregoing, if Takeda disputes all or any portion of the PDE Costs submitted to it by Orexigen, Takeda shall not be required to pay such disputed PDE Costs within [***] ([***]) days after delivery of the invoice to Takeda, and the Parties shall use good faith efforts to discuss and resolve such disputed amount.
Each Party shall bear and be solely responsible for all costs and expenses incurred by it in connection with the Co-Promotion of Co-Promoted Products and the performance of its obligations under the Co-Promotion Agreement that are not PDE Costs.
However, (1) the PDE Costs incurred by the Supplementing Party during the Shortfall Period for the Replaced PDEs shall be included in Sales and Marketing Costs; and (2) the costs incurred by the Initial Shortfall Party in performing PDEs in excess of its Required PDEs, as reduced by the Replaced PDEs, shall not be Sales and Marketing Costs or Commercialization Costs.
Takeda shall be required to pay Orexigen the PDE Costs incurred by Orexigen in connection with such Co-Promote activities under this Section 3.5.1 as provided in Section 3.3.4(b).
Notwithstanding anything in this Agreement to the contrary, ALLERGAN’s aggregate PDE Costs included in Shared Expenses shall not exceed [***] in any Calendar Quarter and MAP’s aggregate PDE Costs included in Shared Expenses shall not exceed [***] in any Calendar Quarter, with such dollar amounts subject to adjustment for inflation based upon the then-current PDE Rate.
In accordance with the Co-Promotion Agreement, sales force costs and expenses will be calculated on a PDE Costs basis.
For the avoidance of doubt, (a) costs and expenses for MAP’s Sales Force Management Team and ALLERGAN’s Sales Force Management Team shall be borne solely by each respective Party and shall not be Shared Expenses, and (b) costs and expenses for the MAP Sales Force and the ALLERGAN Sales Force shall be included in Shared Expenses solely by means of the calculation of PDE Costs.
Such Territory Commercialization Budgets shall include a budget for FTE Costs, PDE Costs and Out-of-Pocket Costs, broken down by [*] for the then-current [*].
The GCP shall also include for both Parties a budget for global consolidated FTE Costs, PDE Costs and Out-of-Pocket Costs, broken down by [*] for the [*].