Common use of Development Project Clause in Contracts

Development Project. 29.1 In order to fulfill the evolving customer requirements/needs and to cope with the rapidly changing technology advances, Clarient and DakoCytomation have agreed to mutually develop the Products into next generation Products. 29.2 Clarient will perform the research and development work under this Agreement. Clarient may engage subcontractors to assist in such work but shall secure from each such subcontractor confidentiality undertakings in accordance with Article 31. 29.3 The Parties have agreed to enter into a Development Project with the goal to develop the ACIS III Instrument and Software based on the current Clarient ChromaVision ACIS II instrument and software. The Product and Technical Specifications for the ACIS III Instrument and Software are set forth in Exhibit 14 to this Agreement. The Research and Development Project is defined in the Project Plan in Exhibit 15 to this Agreement. 29.4 The Parties agree that the enclosed version of Exhibits 14 and 15 is only preliminary. The Parties agree to negotiate a final version of Exhibits 14 and 15 within thirty (30) days of the Effective Date and that the final version of Exhibits 14 and 15 will supersede the current version of Exhibits 14 and 15 as soon as it is approved by both Parties in writing. Furthermore, the Parties agree that the entire Agreement will cease (including cancellation of DakoCytomation’s initial Purchase Order described in Article 8.1) should the Parties not be able to agree on a final version of Exhibits 14 and 15 within thirty (30) days of the Effective Date. Any disputes regarding the finalization of Exhibits 14 and 15 shall be solved according to the Dispute Resolution Procedure set forth in article 29.9 below. 29.5 Notwithstanding the provisions herein, Clarient will initiate the research and development work within thirty (30) days of the Effective Date. 29.6 The Parties will mutually agree to any changes and amendments to Exhibits 14 and 15, including but not limited to all design files, project milestones and phase gate documentation. DakoCytomation shall participate in all design review, risk management and other general project management.