PoC Costs definition
Examples of PoC Costs in a sentence
For clarity, Vividion shall decide to either pay [***] percent ([***]%) of Excess PoC Costs or no Excess PoC Costs, and shall not elect a different proportion of Excess PoC Costs.
The Preclinical Plan and Clinical Plan (and any amendment thereto) approved by the JRC or JDC, as applicable, by consensus (or by Roche exercising its final decision making authority) shall include a budget of PoC Costs for the conduct of the activities under such Preclinical Plan or Clinical Plan, as applicable (respectively, the “Preclinical Plan Budget” and “Clinical Plan Budget”).
If PoC Costs are exceeding [***] US Dollars ($[***]) for such program (all such costs in excess of $[***], the “Excess PoC Costs”), then at Vividion’s election Roche shall reimburse Vividion for all Excess PoC Costs (subject to the paragraph below).
The Parties shall share [***] PoC Costs incurred in excess of the Preclinical Plan Budget and Clinical Plan Budget, subject to Roche reimbursing all Excess PoC Costs, if applicable.
When calculating PoC Costs to be shared by Roche that are incurred by Vividion in currencies other than the Payment Currency, Vividion shall convert the amount expressed in a foreign currency into the Paying Currency using its standard conversion methodology consistent with its Accounting Standards.
Following Roche’s exercise of the Roche PoC Option for such Vividion PoC Program, if Vividion exercises its Vividion Sharing Option and Vividion has elected to have Roche reimburse all Excess PoC Costs, Vividion shall pay to Roche [***] percent ([***]%) of such Excess PoC Costs by means of offsetting such amount from the Option Exercise Fee pursuant to Section 13.7.1 and, if necessary, the next corresponding future milestone payments for such Program.
Neither any Adjustment Board nor any arbitrator shall have the power to amend or modify this Memorandum of Understanding or written agreements supplementary hereto or to establish any new terms or conditions of employment.
Each Party shall keep, and shall require its Affiliates and Sublicensees to keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of calculating or determining amounts payable under this Agreement, with respect to Roche including all Allowable Development Expenses and Shared Profit and Loss (as defined in the Financial Appendix) and with respect to Vividion including the PoC Costs.