Initial Development Cost Sharing as Condition to Access Rights to Technology Incorporated in Improved Product Sample Clauses

Initial Development Cost Sharing as Condition to Access Rights to Technology Incorporated in Improved Product. If the Parties agree to include an Improved Product into this Agreement, then the rights of the Non-Developing Party to the Developing Party’s Technology incorporated in any such Improved Product (and not in the Original Product or a Line Extension) shall be subject to the Parties sharing the related Development Costs (the “Initial Development Cost Sharing”) in accordance with the following ratio (the “Relative Value Ratio”), provided that the Non-Developing Party agrees on a sharing of such Development Costs from the inception of related Development activities: provided, however, that if Nycomed is the Non-Developing Party and Nycomed determines in good faith that such Improved Product is beneficial for the Territory, then the Parties shall discuss an appropriate cost-sharing arrangement with respect to the Development of such Improved Product within the JDC, provided however that Nycomed may at any time and within its sole discretion withdraw from such cost-sharing discussions and Nycomed shall notwithstanding such discussion having taken place or not, not be obliged (i) to exercise its rights and license under Section 2.1.2.2.1 with respect to such Improved Product for purposes of the ROW and (ii) to share Partner’s related Development Costs if Partner elects to perform the Development of the applicable Improved Product for the Territory. Subject to Section 2.1.2.2.3, pursuant to the applicable Improved Product Inclusion Agreement and unless otherwise agreed, a Party shall not be required to bear a share of the Development Costs of the relevant Improved Product that would exceed such Party’s share of the Relative Value Ratio as determined pursuant to this Section 2.1.2.2.2, without prejudice of the right of each Party to negotiate the terms and conditions of the commercial supply of the relevant Improved Product and other terms and conditions regarding the inclusion of the relevant Improved Product in accordance with Section 2.4.3.
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Related to Initial Development Cost Sharing as Condition to Access Rights to Technology Incorporated in Improved Product

  • Manufacturing Technology Transfer Except as provided in Section 4.3(f)(iii)(1) and Section 6.10, with respect to any Collaboration Product (or LGC Reserved Product, if applicable) for which LGC (or its Affiliate) performed CMC Development or CMC Manufacturing, if (a) Cue does not elect for LGC to perform CMC Step 2, CMC Step 3, or CMC Step 4 (or with respect to LGC Reserved Products, upon completion of CMC Step 1), or (b) upon failure of the Parties to reach agreement with respect to a Clinical Supply Agreement or a Commercial Supply Agreement or (c) [***] under this Agreement and does not cure such breach within [***] days (provided, that if such breach is not reasonably capable of cure within such [***] day period, then such cure period shall be automatically extended for an additional [***] day period as long as LGC continues to use diligent efforts to cure such breach in accordance with a reasonable cure plan and if such breach is not reasonably capable of cure within such combined [***] day period, then Cue shall reasonably consider consenting to any extension of such cure period as long as LGC continues to use diligent efforts to cure such breach in accordance with a reasonable cure plan), as applicable, then, in each case upon the written request of Cue, LGC shall use Commercially Reasonable Efforts to make a technology transfer to an Approved CMO the Manufacturing processes (including materials and such other information) but solely as is necessary to enable the Manufacture of such Collaboration Product (including the Collaboration Compound therein) (or LGC Reserved Product, including the LGC Reserved Compound therein, if applicable) by such Approved CMO to comparable biochemical structure, quality and purity as that Manufactured by LGC or its Affiliate or CMO, provided that neither Cue, LGC or any Third Party shall perform such a technology transfer to any CMO [***] without LGC’s consent, not to be unreasonably withheld, conditioned or delayed if LGC has approved the CMO to manufacture Collaboration Products (or LGC Reserved Products, if applicable). LGC shall conduct such technology transfer as soon as reasonably practicable after receiving such written notice, using good faith efforts to support supply needed to achieve timelines in the Cue Territory Development Plan (or Cue’s development plan for LGC Reserved Products, if applicable) or Cue Territory Commercialization Plan, as applicable. LGC shall conduct the first technology transfer for each Collaboration Product (or LGC Reserved Products, if applicable) [***] (provided that [***]) for a period of up to [***] months from the date Cue or its designee has provided notice it is ready to receive the technology transfer, provided, that such [***] month period [***]. After the expiration of the initial such [***] month period for a Collaboration Product (or LGC Reserved Products, if applicable), if required to complete the technology transfer to enable the Manufacture of such Collaboration Product (including the Collaboration Compound therein) (or LGC Reserved Product, including the LGC Reserved Compound therein, if applicable) by such Approved CMO to comparable biochemical structure, quality and purity as that Manufactured by LGC, LGC shall continue to provide support to Cue for up to an additional [***] period for up to [***] hours at the FTE Rate and thereafter at [***]. Thereafter, LGC will also provide [***] for such Collaboration Product (or LGC Reserved Products, if applicable). Neither Cue nor its Affiliates or Cue Collaborators shall reverse engineer any materials provided hereunder by LGC. Notwithstanding anything in this Agreement to the contrary, LGC’s CMC information may only be shared with an Approved CMO.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK

  • Background IP As between the Parties, each Party will retain all right, title and interest in and to all of its Background IP.

  • Development Schedule The Project shall substantially comply with the specific timetables and triggers for action set forth in Article 5 of this Agreement. The parties acknowledge that, as provided in G.S. 160A-400.25(b), the failure to meet a commencement or completion date shall not, in and of itself, constitute a material breach of this Agreement pursuant to G.S. 160A-400.27 but must be judged based upon the totality of the circumstances.