Development Costs. Licensee shall be responsible for all of its costs and expenses in connection with the development of, and obtaining and maintaining Regulatory Approvals for, the Licensed Products for use in the Field in the Territory.

Independent Development Costs. In general, each Party shall bear all Development Costs incurred by or on account of such Party in performing its own Independent Development Activities (the “Independent Development Costs”). After the completion of such Independent Development Activities, such Party shall provide the other Party (the “Non-Funding Party”) with a report of such Independent Development Costs. If a Non-Funding Party desires to submit any portion of the Data, or reference any portion of a Regulatory Filing, resulting from Independent Development Activities conducted by the other Party to support any Regulatory Approval in the Non-Funding Party’s territory, then such Non-Funding Party may notify the other Party in writing of such request at any time following the completion of such Independent Development Activities. Within ​ after its receipt of such notice, the Party having conducted such Independent Development Activities shall submit to the other Party a reasonably detailed invoice for, ​ of the Independent Development Costs incurred ​ in connection with the performance of such Independent Development Activities, with such invoiced amount representing the Non-Funding Party’s base share of Development Costs (​), had such Party originally opted in, plus ​, provided that in no event will either Party be required to pay, as a result of the application of such premium, more than ​ the costs actually incurred in conducting such Independent Development Activities. If the Non-Funding Party subsequently uses or references such Data, in whole or in part to support Regulatory Approval of the Product in the applicable Indication in its territory, then such Party shall notify the conducting Party in writing of such decision and pay the amount set forth in the invoice within ​ after its submission of a Regulatory Filing including or referencing such Data.

Independent Development Costs. The Party conducting Independent Development Activities pursuant to Section 4.3 shall be solely responsible for all Independent Development Costs as provided in Section 8.2(b).

Independent Development. Unless expressly specified otherwise in a Schedule as contemplated in Section 3.1(b), nothing in this Agreement will be construed as restricting either Party’s ability to acquire, license, develop, manufacture or distribute for itself, or have others acquire, license, develop, manufacture or distribute for such Party, similar technology performing the same or similar functions as the technology contemplated by this Agreement, or to market and distribute such similar technology in addition to, or in lieu of, the technology contemplated by this Agreement, provided, however, that such activities of such Party comply with all provisions herein.

Independent Development. Subject to the licenses and obligations of exclusivity granted hereunder, nothing in this Agreement shall be construed as limiting either Lilly’s or [[Merus:Organization]]’s right to research, develop, improve and in-license technology, including technology related to the Lilly Background Know-How (in the case of Lilly) or [[Merus:Organization]] Background Know-How (in the case of [[Merus:Organization]]), outside the scope of this Agreement in its ordinary course of business.

Independent Development. It is understood that either party may be in discussions with other parties regarding matters and possible business relationships that may be similar to those discussed pursuant to this Agreement. Nothing in this Agreement shall prohibit or limit either party from undertaking independent operations or developments similar to those undertaken by the other party or from discussing with third parties matters and possible business relationships which may be similar to those discussed pursuant to this Agreement, so long as such undertakings and discussions do not violate the terms hereof.

Independent Development Costs. The Party conducting Independent Development Activities pursuant to Section 4.3 shall be solely responsible for all Independent Development Costs as provided in Section 8.2(b).

Independent Development Costs. In general, each Party shall bear all Development Costs incurred by or on account of such Party in performing its own Independent Development Activities (the “Independent Development Costs”). After the completion of such Independent Development Activities, such Party shall provide the other Party (the “Non-Funding Party”) with a report of such Independent Development Costs. If a Non-Funding Party desires to submit any portion of the Data, or reference any portion of a Regulatory Filing, resulting from Independent Development Activities conducted by the other Party to support any Regulatory Approval in the Non-Funding Party’s territory, then such Non-Funding Party may notify the other Party in writing of such request at any time following the completion of such Independent Development Activities. Within ​ after its receipt of such notice, the Party having conducted such Independent Development Activities shall submit to the other Party a reasonably detailed invoice for, ​ of the Independent Development Costs incurred ​ in connection with the performance of such Independent Development Activities, with such invoiced amount representing the Non-Funding Party’s base share of Development Costs (​), had such Party originally opted in, plus ​, provided that in no event will either Party be required to pay, as a result of the application of such premium, more than ​ the costs actually incurred in conducting such Independent Development Activities. If the Non-Funding Party subsequently uses or references such Data, in whole or in part to support Regulatory Approval of the Product in the applicable Indication in its territory, then such Party shall notify the conducting Party in writing of such decision and pay the amount set forth in the invoice within ​ after its submission of a Regulatory Filing including or referencing such Data.

Development Costs. Zai shall be solely responsible for all costs and expenses incurred by or on behalf of Zai in the Development of Licensed Products in the Territory, including the performance of Development activities under the Territory Development Plan and the Development activities ​ and shall provide for reimbursement of NVCR’s costs for the assistance provided to Zai in the Development of Licensed Products in the Territory, including the costs incurred in acting as the holder of the Regulatory Approvals and Regulatory Submissions of the Licensed Products on behalf of Zai in the Territory.

Development Costs. From and after the Restatement Date, except as is otherwise expressly set forth herein, each Party shall be solely responsible for any and all Development Costs incurred by such Party or its Affiliates, and any and all internal costs of such Party or its Affiliates, in performing activities in connection with the Development of Licensed Compounds and Licensed Products hereunder.