Development of the Products Clause Samples

Development of the Products. 11.1 The Buyer shall, within one (1) month of Completion, provide to the Sellers the initial Development Plan and shall thereafter notify the Sellers of any material updates to the Development Plan in the six-monthly report referred to in Clause 11.5. 11.2 The Company shall, and the Buyer and all members of the Buyer’s Group shall, procure that the Company shall: 11.2.1 use Commercially Reasonable Efforts to implement the Development Plan; 11.2.2 use Commercially Reasonable Efforts to develop, have developed, make, have made, sell, have sold, commercialise or have commercialised the Products; 11.2.3 use Commercially Reasonable Efforts to achieve the Milestone Events; and 11.2.4 comply with its obligations pursuant to this Agreement, in each case until the Milestone Drop Dead Date. It is hereby agreed and acknowledged that in the event the Company, the Buyer or a member of the Buyer’s Group has not undertaken any substantive development or commercialisation activities relating to the Products for a period of twelve (12) months, it shall be considered to have failed to use Commercially Reasonable Efforts to develop and/or commercialise the Products. 11.3 Neither the Company nor any other member of the Buyer’s Group shall be in breach of the obligations contained in Clause 11.2 by virtue of any matter which is outside the control of such party, including (without limitation) through any change in the regulatory regime relevant to the Product or any delay in the regulatory approval process for the Product in any relevant jurisdiction arising from a matter outside its control. 11.4 Each of the Sellers and Buyer shall appoint a specific individual who shall be available and shall act as a “Liaison Person” to facilitate communications among the parties relating to developmental activities as set out in, or contemplated by, the Development Plan. Any changes to a Liaison Person shall be notified to the other parties in writing. In the case of the Individual Sellers, the Liaison Person shall be the Sellers’ Representative and in the case of the Company Sellers, the Liaison Person shall by Aquarius Life Sciences Limited. 11.5 The Sellers’ Representative may request, and upon such request be provided with, no later than sixty (60) days from the date of request, a detailed summary of material development and commercialisation activities undertaken in respect of any Product. The reports provided for in this Clause 11.5 shall contain such detail as is reasonably required...

Development of the Products. The development of the Products and the FCD105 Product and the production of the Transferred Inventory have been carried out in accordance with all applicable Laws in all material respects, including GLP, GCP and GMP, as applicable. As of the date hereof, there are no material safety issues, including any facts, data, finding, analysis, information, or belief that there is a substantial risk that the Products present an unacceptable (a) risk of death, (b) a life-threatening condition, or (c) a serious safety or health concern to patients.

Development of the Products. 4.1 SCi agrees to use its reasonable endeavors to complete the development of the Games by the dates set out at Schedule F and to deliver to Gizmondo all appropriate materials to support porting of the Games to the Devices, provided that SCi shall not be obliged to deliver any assets where such delivery is prohibited under the terms of any third party agreement. 4.2 In the event that SCi fails or is unable for any reason to deliver the Gold Disc in relation to any of the Games then SCi and Gizmondo shall agree to substitute such Game with another game in the SCi current or forthcoming publication catalogue. 4.3 At its discretion but subject to the approval of SCi and its Game Licensors as set out in this Agreement, Gizmondo shall be entitled to port the Games to the Device or to develop the Products in either event at its sole cost and expense, pursuant to the terms and conditions of this Agreement. Except as expressly provided in this Agreement Gizmondo shall assume full responsibility for the creation, development adaptation and production of the Products, which shall include, without limitation, (a) designing creating adapting or modifying the technical specifications for the Products, (b) creating modifying adapting or emulating all computer code for the Products, (c) creating adapting or modifying all audio and visual assets for the Products except for such assets as may be reused and as are contained in the SCi Materials, (d) acquiring and/or licensing any and all other technology, software and hardware needed for purposes of creating adapting modifying emulating and distributing the Products, and (e) conducting quality assurance testing of the Products.

Development of the Products. 3.1 Licensor will deliver the Content of the Publications to EP in a timely manner in a mutually agreed upon format and medium, as stated in Schedule 1. 3.2 Licensor agrees to deliver the best available настоящего Соглашения. Компания EP предоставляет таким сублицензиатам сублицензию на воспроизведение, распространение копий, демонстрацию, публичное исполнение и адаптацию Содержимого и Продуктов, а также предоставляет разрешение на воспроизведение, распространение копий, демонстрацию, публичное исполнение и адаптацию Содержимого на всех носителях, которые известны на данный момент или будут изобретены в будущем, обеспечивая доход от гарантированных источников, пакетов подписки или транзакционных моделей («оплата за просмотр»). По письменному уведомлению Лицензиара компании ЕР компания ЕР распорядится об удалении сублицензиатами Содержимого, указанного Лицензиаром. Компания ЕР оставляет за собой право распорядиться об удалении сублицензиатами любого Содержимого, в отношении которого права собственности или права на лицензирование ставятся под сомнение. Лицензиар указывает, принимает он или отклоняет этот вариант, обозначив свое согласие в Приложении 2, которое включается в настоящее Соглашение посредством данной отсылки.

Development of the Products. 1. Subject to the provisions of Article III Paragraph 2 and Article III Paragraph 3, JV SUB shall be responsible for the cost of the further development, registration, manufacture and marketing of the PRODUCTS. 2. The PROJECT TEAM shall prepare and agree upon a development plan in respect of the PRODUCT, including development work to be undertaken by ELAN as soon as is practicable and in no event later than forty five (45) days after the EFFECTIVE DATE (the "EARLY-STAGE DEVELOPMENT PLAN"). The Parties agree that ELAN shall perform, and shall fund the cost of such development, pursuant to and in accordance with the EARLY-STAGE DEVELOPMENT PLAN, such development through and including the first to occur of (I) the first human clinical trials in healthy human volunteers without regard to the result thereof;(II) March 31, 1998; or (III) the devotion of ELAN to such further development pursuant to the EARLY-STAGE DEVELOPMENT PLAN of an aggregate amount of US$2.5 million (two million five hundred thousand United States dollars) (using RESEARCH AND DEVELOPMENT COST plus [CONFIDENTIAL PORTION OMITTED] as the basis for calculating the foregoing aggregate amount. 3. In addition to the research and development to be conducted pursuant to Paragraph 2 above, the Parties shall each negotiate in good faith the extent to which ELAN shall provide research and development services to JV SUB. ELAN will agree to undertake certain research and development work related to the development and commercialisation of the PRODUCTS as set forth in one or more development plans agreed to in good faith between ELAN and JV SUB. The cost of such development work shall be RESEARCH AND DEVELOPMENT COST together with an additional royalty calculated on the basis of [CONFIDENTIAL PORTION OMITTED] of the RESEARCH AND DEVELOPMENT COST; provided, that if SHAREHOLDER APPROVAL is granted, the cost of such development work shall be at the rate of RESEARCH AND DEVELOPMENT COST together with an additional royalty calculated on the basis of [CONFIDENTIAL PORTION OMITTED] of the RESEARCH AND DEVELOPMENT COST. 4. Subject to the provisions of this Article III, JV SUB shall use its reasonable efforts, as would be deemed commensurate with the achievement of its own business aims for a similar product of its own to conduct such part of the PROJECT as the Parties mutually agree shall be conducted by JV SUB. Subject to the provisions of this Article III, ELAN shall use its reasonable efforts, as would be deeme...

Development of the Products. 2.1 Fairwind shall develop the English language version of the Products and deliver such Products to Omicron in accordance with the Completion Schedule. 2.2 Fairwind warrants that at the date of the Acceptance of the Products by Omicron the Products will substantially conform to the Specifications. Promptly after delivery of the Products by Fairwind to Omicron, Omicron will, acting reasonably, test the Products to determine whether they substantially conform to the Specifications. If the Products substantially conform to the Specifications, Omicron will promptly notify Fairwind in writing of its Acceptance of the Products. 2.3 If the Products fail to substantially conform to the Specifications, Fairwind will use commercially reasonable efforts to correct any defects or failures in the Products. Omicron acknowledges and agrees that the foregoing shall be Fairwind's entire obligation and liability in respect of the breach of the warranty in section 2.2. 2.4 Except as expressly warranted above, all implied and statutory warranties and conditions of any kind, including but not limited to, implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement are hereby excluded. Nothing stated in this Agreement will imply that the operation of the Products will be uninterrupted or error free. 2.5 In no event shall Fairwind or its directors, officers, employees, agents, suppliers, distributors or licensors (collectively "ITS REPRESENTATIVES") be liable to Omicron or any third party for any indirect, incidental, special or consequential damages whatsoever, including but not limited to lost revenue, lost or damaged data or other commercial or economic loss, however caused, whether based in contract, tort (including negligence) or any other theory of liability. The foregoing limitation shall apply even if Fairwind or Its Representatives know or have been advised of the possibility of such damage and notwithstanding any failure of essential purpose or any limited remedy provided for herein. In no event will the aggregate liability of Fairwind and Its Representatives for any damages or claims arising out of or relating to this Agreement, whether in contract, tort (including negligence) or otherwise, exceed the total compensation paid to Fairwind by Omicron under this Agreement.

Development of the Products. 4.1. [*] shall use its best efforts to develop The Products for commercial sale. Subject to Article 15, SYNBIOTICS and [*] mutually agree shall use their respective best efforts to develop and submit applications for USDA approval of the first three listed of The Products within six (6) Months of the Effective Date.

Development of the Products. Obligations of QUEST. 3.5.1 QUEST will develop the Product(s) utilizing the Technology: licensed under the License Agreement and, with the prior written consent of SPM and HDC, any other Background IP or Technology Controlled by one of the Parties hereto. 3.5.2 QUEST acknowledges that the Database is to be used solely for performing its obligations under this Agreement and that no further use of the Database or the information set forth therein is authorized. 3.5.3 With respect to those Product(s) for which QUEST has issued a Commercialization Notice to SPM (as set forth in Section 5.3 below), QUEST will perform Validation Work for each such Product. 3.5.4 QUEST will perform the services set forth in Sections 3.2, and 3.5 (the “Services”) in accordance with all applicable standards, laws, rules and regulations. All Services shall be performed in accordance with QUEST’s professional standards. 3.5.5 QUEST shall be responsible for the QUEST Development Costs relating to the Services and for any and all other costs and expenses relating to the work to be performed hereunder except for the HDC Development Costs and the SPM Development Costs.

Development of the Products. 6.1 Each of the Vendors and Purchaser shall appoint a specific individual who shall be available and shall act as a “Liaison Person” to facilitate communications among the parties relating to developmental activities. Any changes to a Liaison Person shall be notified to the other parties in writing. In the case of the Vendors, the Liaison Person shall be Stockholder Observer (as defined in the Board Observer Rights Letter). 6.2 The Purchaser shall provide to the Liaison Person appointed on behalf of the Vendors, such information and at such times, as is set out in paragraph 7 of Schedule 7 (Milestone Consideration).