Common use of Custom Development Clause in Contracts

Custom Development. If Amphora would like to have Caliper develop new products or modify existing Caliper products to customize them to Amphora's specifications, then Caliper shall negotiate with Amphora in good faith regarding an agreement under which Caliper is obligated to provide such custom development services. Custom development projects may be conducted pursuant to the following general terms (the specific terms of which shall be negotiated later by the parties): (a) Amphora may fund all Caliper FTEs at a rate to be mutually agreed. (b) Amphora controls the project's objectives and budget, subject to Caliper's discretion as to technical feasibility and potential infringement of third party IP. The parties mutually agree on how to achieve the objectives, reasonable timelines and milestones, roles and responsibilities, etc. The parties may also agree on incentives to spur the development process. (c) Caliper may have rights to commercialize resulting products. However, Amphora may have a period of exclusivity or other competitive advantage with respect to use of such products in a Screening Database Business. (d) Depending on the scale of the project and other factors, the parties may negotiate some form of royalty. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.