SECTION 8.03(D).
EACH PARTY SHALL PAY TO THE OTHER PARTY THE NET AMOUNT OF ITS
SHARE OF CORE DEVELOPMENT COSTS OR CMC/MANUFACTURING COSTS WITHIN SIXTY (60)
DAYS OF ITS RECEIPT OF EACH REPORT REFERRED TO IN THIS SECTION 5.09(A).
(B)
NON-CORE DEVELOPMENT COSTS.
ANY PARTY WHO
PERFORMS NON-CORE DEVELOPMENT SHALL CALCULATE AND MAINTAIN RECORDS OF THE
NON-CORE DEVELOPMENT COSTS INCURRED BY IT IN ACCORDANCE WITH PROCEDURES TO BE
AGREED UPON BY THE PARTIES.
ACCOUNTING BY SCHERING FOR NON-CORE DEVELOPMENT
COSTS SHALL BE IN ACCORDANCE WITH IFRSS CONSISTENTLY APPLIED.
ACCOUNTING BY
SONUS SHALL BE IN ACCORDANCE WITH US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
CONSISTENTLY APPLIED.
ANY PARTY WHO PERFORMS NON-CORE DEVELOPMENT SHALL REPORT
QUARTERLY TO THE OTHER ON NON-CORE DEVELOPMENT COSTS WITH SUCH REPORTS TO BE
SUBMITTED WITHIN THIRTY (30) DAYS OF THE END OF EACH CALENDAR QUARTER.
AT THE
END OF EACH CALENDAR YEAR, THE PARTIES SHALL ASSESS THE NON-CORE DEVELOPMENT
COSTS INCURRED AND DOCUMENTED BY EACH PARTY.
IN THE EVENT THAT EITHER PARTY
DISAGREES WITH THE ASSESSMENT, THEN THE CHIEF FINANCIAL OFFICER OF SONUS AND THE
HEAD OF CORPORATE ACCOUNTING OF SCHERING SHALL MEET AND ATTEMPT TO RESOLVE THE
DISAGREEMENT.
IF THE CHIEF FINANCIAL OFFICER AND HEAD OF CORPORATE ACCOUNTING
ARE UNABLE TO RESOLVE THE DISAGREEMENT, IT SHALL THEN BE RESOLVED IN THE SAME
MANNER AS AN AUDIT DISAGREEMENT PURSUANT TO SECTION 8.03(D).
EACH PARTY SHALL
ALSO HAVE THE RIGHT TO AUDIT THE NON-CORE DEVELOPMENT COSTS REPORTED BY THE
OTHER PARTY PURSUANT TO SECTION 8.03(D).
EXCEPT AS OTHERWISE PROVIDED IN
SECTION 5.04, EACH PARTY SHALL BE RESPONSIBLE FOR ITS NON-CORE DEVELOPMENT
COSTS.
(C)
COSTS OF DEVELOPMENT FTES.
WITHIN THREE
(3) MONTHS OF THE EXECUTION DATE, THE PARTIES SHALL AGREE UPON METHODS OF
CALCULATING THE COSTS OF DEVELOPMENT FTES (ON A FUNCTION-BY-FUNCTION BASIS IF
APPROPRIATE), INCLUDING, WITHOUT LIMITATION, THE ANNUAL TOTAL OF HOURS ON WHICH
THE CALCULATION OF DEVELOPMENT FTES IS BASED AND THE ANNUAL COST OF EACH
DEVELOPMENT FTE.
(D)
ENGAGEMENT OF THIRD PARTIES
(I)
IN THE COURSE OF ITS BUSINESS, SONUS
REGULARLY USES THIRD PARTIES TO PERFORM CERTAIN DEVELOPMENT ACTIVITIES.
SUBJECT
TO SECTION 5.09(D)(II) BELOW, SONUS MAY CONTINUE TO DO SO DURING THE COURSE OF
THIS AGREEMENT, PROVIDED, HOWEVER, THAT SCHERING SHALL BE NOTIFIED IN ADVANCE OF
THE IDENTITY OF THE THIRD PARTY, AND THAT SCHERING SHALL HAVE THE RIGHT TO
EVALUATE AND APPROVE OF THE THIRD PARTY (SUCH APPROVAL NOT TO BE UNREASONABLY
WITHHELD OR DELAYED), AND THAT THE THIRD PARTY AGREES THAT ALL RESULTS OF THE
THIRD PARTY ACTIVITIES (INCLUDING ALL INTELLECTUAL PROPERTY) WILL, AS BETWEEN
SONUS AND THE THIRD PARTY, BE VESTED, WITHOUT LIMITATION, ENCUMBRANCE OR
RESTRICTION, IN SONUS.
FOR THE AVOIDANCE OF DOUBT, THE PARTIES HEREBY AGREE
THAT THE PROVISIONS OF THE PRECEDING SENTENCE APPLY ONLY TO THIRD PARTY
CONTRACTS ENTERED INTO BY SONUS ON OR AFTER THE EXECUTION DATE.
(II)
SONUS SHALL NOTIFY SCHERING IN WRITING
FIFTEEN (15) DAYS PRIOR TO ENTERING INTO A MATERIAL CONTRACT WITH A THIRD PARTY
TO PERFORM ANY DEVELOPMENT ACTIVITIES ALLOCATED TO SONUS UNDER THE CORE
DEVELOPMENT PLAN AND