Budget and Budget Overruns. The initial budget associated with each TDP will be reviewed and approved by the JSC prior to or concurrent with any TDP becoming effective. The Parties acknowledge that the nature of the activities under each TDP shall require adjustment of the budget by the JSC from time to time. Approval for any such adjustments shall be by the JSC in accordance with Section 3. ​.

Fees for the Services rendered under this SOW A-4 will not exceed ​ USD (fees for the Project will not exceed ​ USD including the ​ USD in SOW A-3) without prior written approval from [[Altimmune:Organization]]. Lonza shall provide a written justification to [[Altimmune:Organization]] for any fees in excess of this amount and such overruns will only be reimbursed by [[Altimmune:Organization]] if they are necessitated by a Change Order to this SOW and are approved by [[Altimmune:Organization]] in writing prior to being incurred by Lonza; otherwise, Lonza shall bear all such overruns at its sole cost and expense.

Research Cost. Janssen shall be responsible for one hundred percent (100%) of the costs and expenses incurred by Janssen in performing the Research Plans. Janssen shall reimburse Fate for Research Costs incurred by or on account of Fate in performing the Research Plans pursuant to [Section 10.2].

Cost Sharing. Shared Development Costs and Shared CMC Development Costs incurred during the Profit Share Term for the Profit Share Product by the Parties and their Affiliates shall be borne ​ percent (​) by Janssen and ​ percent (​) by Fate. Neither Shared Development Costs nor Shared CMC Development Costs will be included in Allowable Expenses for purposes of calculating U.S. Pre-Tax Profits and Losses, and any amounts included in Allowable Expenses will not be included in Shared Development Costs or Shared CMC Development Costs.

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Increased Cost. If any Regulatory Change: # shall subject any Bank to any Tax or other charge with respect to this Agreement or any Loans made by it or shall change the basis of taxation of payments to any Bank in respect thereof (of the principal of or interest on its Loans or any other amounts due under this Agreement in respect of its Loans or its obligation to make Loans (except for Indemnified Taxes or Other Taxes covered by [Section 2.20] and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank); or # shall impose, modify or deem applicable any reserve, special deposit, capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended or participated in by, any Bank (except the Reserve Requirement reflected in the LIBOR Rate); or # shall, with respect to any Bank or the London interbank market impose, modify or deem applicable any other condition affecting this Agreement or such Bank’s Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Bank under this Agreement, then upon notice by such Bank to the Administrative Agent and the Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, the Borrower shall pay such Bank, as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. The determination by any Bank under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, the Banks may use any reasonable averaging and attribution methods.

Increased Cost. If any Regulatory Change: # shall subject any Bank to any Tax or other charge with respect to this Agreement or any Loans made by it or shall change the basis of taxation of payments to any Bank in respect thereof (of the principal of or interest on its Loans or any other amounts due under this Agreement in respect of its Loans or its obligation to make Loans (except for Indemnified Taxes or Other Taxes covered by [Section 2.20] and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank); or # shall impose, modify or deem applicable any reserve, special deposit, capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended or participated in by, any Bank (except the Reserve Requirement reflected in the LIBOR Rate); or # shall, with respect to any Bank or the London interbank market impose, modify or deem applicable any other condition affecting this Agreement or such Bank’s Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Bank under this Agreement, then upon notice by such Bank to the Administrative Agent and the Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, the Borrower shall pay such Bank, as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. The determination by any Bank under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, the Banks may use any reasonable averaging and attribution methods.

Cost Budget. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a written detailed cost breakdown (the “Final Costs Statement”), of the final costs to be incurred, or which have been incurred, as set forth more particularly in [Section 2.2.1.1 through 2.2.1.9] above, in connection with the design and construction

Cost Pools. Landlord shall have the right, from time to time, to equitably allocate some or all of the Direct Expenses for the Project among different portions or occupants of the Project (the "Cost Pools"), in Landlord's reasonable discretion and upon reasonable prior written

The MLP shall reimburse DMI for all reasonable, out-of-pocket, third-party fees, costs, Taxes and expenses incurred by DMI on behalf of the General Partner, the Partnership or its subsidiaries in connection with providing the Services required to be provided by DMI hereunder, including, but not limited to: