Development of New Products Clause Samples
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Development of New Products. As used in this Agreement, the term "New Product" means any consumer product conceived, created, designed and developed by Popeil and Backus during the Term (as defined below), to the extent Popeil owns ▇▇▇ ▇ontrols the rights to such products, as well as the product designs, prototypes, tooling and a completed commercial or infomercial for such New Product. Subject to the terms and conditions of this Agreement, Popeil and Backus may, in their sole and absolute discretion, but shall in no e▇▇▇▇ ▇e obligated to, conceive, create, design and develop New Products during the Term. Notwithstanding anything to the contrary set forth in this Agreement, "New Products" shall not include any products or works (including without limitation, books, interviews, articles and other publications, motion pictures (including, without limitation, the motion picture tentatively entitled "Salesman of the Century"), television programs (including, without limitation, cooking shows on which Popeil appears and/or reality based or fictional productions, but not including home shopping or infomercial-type programs the principal purpose of which is to obtain and fulfill sales orders), videos, video games and gaming devices, CDs and DVDs) that are (i) autobiographical in nature, or (ii) derivative of or the result of any product or work described in (i) above, and/or (iii) derivative of or the result of any promotion by Popeil of himself (e.g., derivative of or the result of an appearance by Popeil on a talk show) (the products and/or works described in (i), (ii), and (iii) above are hereinafter collectively referred to as "Exempted Works"). Popeil shall have the exclusive right, in his sole and absolute discretion, to conceive, create, design, develop, market, promote (including, without limitation, through personal appearances) and/or sell Exempted Works, and Popeil shall have no duty of any kind or nature to notify Company, to account to Company or to pay Company any sums or other consideration with respect to Exempted Works or with respect to services he may render in connection with Exempted Works.
Development of New Products. The Company agrees to work with the Union on the development of new and existing products for the Interior Parts and Interior Trim Lines within the Blenheim Facility. The Blenheim facility is fortunate to have development staff within our Plant to plan and develop new products. As these products are developed we need to rely on Process and Development staff to refine and perfect production methods to ensure we develop the best parts possible for future production.
Development of New Products. 9.1 R&D Services
(1) R&D Services for New Products include:
(a) project management services relating to the development of the New Product;
(b) assisting TearLab in the development, validation and finalisation of the Requirement Definitions for the New Product;
(c) assisting TearLab in the development, validation and finalisation of the Specifications for the New Product;
(d) using Commercially Reasonable Efforts to develop processes, methodology and technology to manufacture the New Product;
(e) using Commercially Reasonable Efforts to evaluate and recommend appropriate technology necessary to manufacture the New Product;
(f) using Commercially Reasonable Efforts to develop and construct plant and equipment necessary to manufacture the New Product; and
(g) such other services as specified in a Development Order.
(2) R&D Services exclude:
(a) the initial formulation of and research on the Requirement Definitions for the New Product; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(b) carrying out experiments, clinical tests or other validation methodologies in relation to the New Product;
(c) preparations or filings relating to obtaining Registration for the New Product;
(d) sales, distribution, marketing or public release of the New Product;
(e) patent review; and
(f) legal or other professional advisory services.
Development of New Products. For each Product other than SB-525, the JCRC shall prepare a new Development Plan to include the Development work for such Product and submit such new Development Plan to the JSC for review and approval; provided that no Development work may be assigned to Sangamo under the new Development Plan without ▇▇▇▇▇▇▇’s written consent.
Development of New Products. 12.1.) New products are all products which either: - differ from existing Ifco products in certain characteristics (everything apart from size, color, and/or weight), with these characteristics having been specially developed for transport of certain goods or a particular type of goods; or, - are existing Ifco products, which are improved substantially by an invention.
12.2.) New products shall be developed either by commission of Ifco, or independently by SWS with no Ifco commission.
12.3.) If SWS, not commissioned by Ifco, shall develop a new product in ▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇▇ ▇▇▇▇) of interest to Ifco, then SWS shall be obligated initially to offer Ifco exclusive rights to purchase it. If, after a reasonable testing time not to exceed two months after the purchase offer, Ifco declines to purchase the new product offered, then no costs shall accrue to Ifco. SWS shall then be free to offer the product to any third party. In the event it is in fact purchased, then the new product shall be subject to all provisions hereunder, particularly that of exclusivity.
12.4.) If Ifco wants a new product to be developed, then Ifco shall provide SWS with a duties record book, in which are presented the requirements for the new product, as well as concluding with a description of it. Within about two weeks after obtaining the duties record book, SWS shall submit to Ifco a notification bid, which shall provide, as exactly as possible, the conditions for development of the new product, such as sharing in external development costs, the price of the new product, future minimum quantities to take delivery of, ownership and usage rights in commercial proprietary rights, means of inclusion in this contract, etc. Both parties shall be obligated to negotiate regarding the bid in bona fide fashion with the goal of ensuring mutual exclusivity. If the parties shall fail to reach agreement, Ifco shall be authorized to permit the new product to be developed by a third party.
Development of New Products. (a) During each Contract Year, Par shall have right to ask Nortec to start Development Work on up to three New Products selected by Par in Par's reasonable discretion. Par shall make a good faith effort to ask Nortec to start Development Work on at least one New Product each year during the first four Contract Years. Nortec agrees that it will develop such New Products for Par, up to a maximum of twelve New Products, and Nortec shall begin that Development Work on such New Products reasonably promptly after being requested to do so by Par. CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION ASTERISKS DENOTE SUCH OMISSION
(b) Par shall supply to Nortec all active pharmaceutical ingredients and inactive raw material ingredients reasonably required for Nortec's Development Work in connection with each New Product and for Nortec's manufacture of Bulk Product for Par's pilot and pivotal bio equivalency studies (referred to here as "CLINICAL SUPPLIES MANUFACTURING") under this Agreement. Par shall use reasonable commercial efforts to provide in a timely manner all analytical testing services that are required to support Nortec's development and Clinical Supplies Manufacturing activities under this Agreement. Nortec will notify Par in writing of its requirement for materials, and Par will furnish those materials in a timely manner. Nortec will not charge any additional fee for manufacturing Bulk Product for the pilot and pivotal biostudies, other than the amounts otherwise set forth in this Agreement.
(c) Nortec shall develop each New Product in accordance with a development plan, as follows:
(1) As soon as reasonably practicable following identification of each New Product for development by Nortec, Par and Nortec shall prepare a mutually acceptable plan for the development of such New Product (referred to here as the "DEVELOPMENT PLAN"). Each Development Plan shall set forth in writing in reasonable detail the responsibilities of Nortec in developing such New Product which shall be responsibilities typical in pharmaceutical product development, including relevant deliverables and timelines. Nortec and Par shall work together to mutually work out the details of each Development Plan.
(2) Nortec shall develop each New Product in accordance with the Development Plan for that New Product; such work by Nortec is referred to in this Agreement as the "DEVELOPMENT WORK".
(3) Nortec shall use its commercially reasonable efforts ...
Development of New Products. The development of new products at K-Tron (Switzerland) Ltd. shall be intensified. Patents issued or acquired in this connection shall remain with K-Tron (Switzerland) Ltd., and remain so even after the termination of this forbearance agreement or Appendix 2 thereof. As long as any of the banks has an open credit against any company of the K-Tron Group, and/or if it does not agree with the transfer of patents by K-Tron (Switzerland) Ltd., these may not be transferred to K-Tron Investment Co. or K-Tron International, Inc., or any other physical person or legal entity.
Development of New Products. Upon agreement of the Parties through the JSC, Licensor may Develop New Products pursuant to the Development Plan for New Products. Licensor may invoice Licensee its COGS plus […***…] percent ([…***…]%) at regular intervals to be determined by Licensor, the terms and conditions of said payments shall be provided therein.
Development of New Products. 1. In the event that Buyer desires that Seller develop and produce additional and/or new nanoparticle products to be supplied pursuant to this Agreement, Buyer will prepare a business case for discussion with Seller, which business case may or may not include additional compensation to Seller (e.g. for development of the additional and/or new products, or in the form of future product margin, royalties, or any other form of payment). After delivery of such business case to Seller, the parties will confer in good faith as to whether Seller will develop and product such additional and/or new product; provided that Seller will have full discretion, acting reasonably, to determine whether to develop and product such additional and/or new products. In the event that Seller elects to develop and produce such additional and/or new products, this Agreement shall be amended by the parties to include such additional and/or new products.
2. In the event that Seller desires to develop and produce additional and/or new nanoparticle products or technologies to be supplied pursuant to this Agreement, Buyer and Seller will use commercially reasonable efforts to prepare a business case and upon mutual agreement by the parties of such business case, this Agreement shall be amended by the parties to include such additional and/or new products or technologies. Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934. Omitted information, marked “[*]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.
Development of New Products. (a) If Impress develops any New Product (as defined below) or Impress, at its sole discretion, elects to approach DLM with a concept for a New Product, Impress shall promptly so notify DLM in writing and offer DLM a right of first refusal to purchase such metal can or end for the Covered Business Lines at DLM Facilities from Impress on [**]* in North America (i.e., [**]* as to the type of DLM product in the Covered Business Lines for which such New Product would serve as packaging) for not less than [**]* on terms that are mutually agreeable to the parties. As used herein, “New Product” shall mean any new type of packaging product that (i) has different functionality from any of the Products, (ii) is not based on the triple-fold end technology or the universal end technology, (iii) is not currently commercially available in the U.S. market, and (iv) could be used to package any of the products in the Covered Business Lines that DLM produces. If DLM notifies Impress in a timely fashion (and in no event any later than thirty (30) days after notification by Impress) that it would like to pursue such an arrangement, DLM shall have a reasonable period, but in no event less than three months, to perform technical and market testing of such New Product with such assistance from Impress as DLM may reasonably require. If, at the end of such period, DLM wishes to purchase supplies of such New Product, that New Product shall become a Product as defined herein and shall be subject to all of the terms and conditions contained in this Agreement. The parties shall use the methods established in determining the Product Prices as the basis for agreeing on the pricing terms of any supply arrangement relating to such New Product once it has become a Product. Notwithstanding the foregoing provisions of this Section 9.3(a), Impress shall have no such obligations in respect of any New Product formally commissioned by another customer of Impress. In the event Impress has approached DLM with a concept for a New Product hereunder and DLM declines to exercise its rights under this Section 9.3(a) with respect to such conceptual New Product, then Impress shall have the right, upon notice to DLM, to introduce such concept for New Product to third parties. In the event that DLM sells or transfers all, or significantly all of its assets and business relating to the Seafood Covered Business Line to a Seafood Purchaser, the provisions of this Section 9.3(a), except for the definition of N...