Joint Development Program Clause Samples
The Joint Development Program clause establishes the framework for two or more parties to collaborate on the research, development, or creation of a product, technology, or service. It typically outlines the scope of the joint effort, the roles and responsibilities of each party, and how resources, intellectual property, and results will be shared or managed. By clearly defining the terms of collaboration, this clause helps prevent misunderstandings, ensures coordinated efforts, and allocates rights and obligations, thereby facilitating a productive and mutually beneficial partnership.
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Joint Development Program. 2.01 From the Effective Date of this Agreement, the Parties shall conduct a “Joint Development Program” to, among other things as specified herein and in the Statement of Work attached hereto, develop planar fuel cell products and associated fuel systems and/or ancillary equipment and technology. The term of the Joint Development Program shall commence on the Effective Date of this Agreement and continue, unless terminated or extended as set forth below, until December 31, 2008. The term of the Joint Development Program can be extended or terminated by agreement of the Parties in writing, or terminated by termination of this Agreement in accordance with Article XIII.
Joint Development Program. The Parties shall engage in a Program for the term of the Agreement. The Program shall be defined by the Statement(s) of Work (SOW) in Exhibit A hereof.
Joint Development Program. Unidym and TEL hereby agree to negotiate in good faith from the Closing Date through September 30, 2009 with respect to a joint development program (“JDP”) to develop the Equipment. Under the JDP:
(a) Unidym agrees to work exclusively with TEL (or a TEL Affiliate designated by TEL, the “TEL JDP Partner”) for four years to develop the Equipment, subject to the Parties meeting certain agreed upon objectives and milestones;
(b) Any invention arising out of the JDP, including all intellectual property rights thereto (hereafter, collectively, “JDP Intellectual Property”) shall be handled as follows:
(i) Any Equipment-related JDP Intellectual Property that is developed solely by the TEL JDP Partner, or jointly by both Parties, would be owned by the TEL JDP Partner.
(ii) Any Equipment-related JDP Intellectual Property developed solely by Unidym would be owned by Unidym, subject to an exclusive license to TEL JDP Partner for a period to be determined in the final JDP agreement, with the right to assign such license to any TEL Affiliate without the prior consent of Unidym.
(iii) Any JDP Intellectual Property related to the Equipment Process, whether developed solely by one of the Parties or jointly by the Parties, would be jointly owned by the TEL JDP Partner and Unidym, subject to a covenant that Unidym will not license any such jointly owned JDP Intellectual Property to a TEL Competitor.
(c) TEL JDP Partner (or any TEL Affiliate designed by it) would have the right to distribute CNT Products on a worldwide basis, with the exclusive right to distribute the CNT Products to manufacturers of liquid crystal displays and thin film solar panels in Japan for a period to be agreed upon by the Parties.
(d) TEL JDP Partner would be entitled to receive a fee, as compensation for its development activities under the JDP, equal to two percent (2%) of Net Sales of CNT Related Products on a worldwide basis for a period of ten years from the date of first sale of CNT or CNT Products in the LCD Field or the Solar Field, regardless of whether the CNT or CNT Products are used in Equipment manufactured by a TEL Affiliate and regardless of whether the CNT or CNT Products are distributed by a TEL Affiliate.
Joint Development Program. The scope of the activities will be described in a Joint Development Program, said Joint Development Program being subject to periodic review and adjustment by mutual written consent of both ▇▇▇▇ and BAE SYSTEMS depending upon results of ongoing development and fundraising efforts. The parties will work cooperatively to identify and exploit additional opportunities to secure third party financing of development and shall not unreasonably refuse to participate in such future opportunities. ▇▇▇▇ and BAE SYSTEMS will each designate a Project Manager for initial and primary points of contact to the Joint Development Program. The Joint Development Program will be managed so as to optimize performance on existing contracts and to maximize the obtaining of Government and other development funding in the future. The Joint Development Program will include and be directed to deliver the product specifications and development milestones as defined by government funded work, at least as initially outlined in attachment C. As the first item of business under this Agreement both BAE SYSTEMS and ▇▇▇▇ will each name a person as Project Manager appointed and replaced upon notice to the other to represent them who will then act together to further define and manage the Joint Development Program.
Joint Development Program. 2.01. The Parties shall carry out and complete the development activities under this Supplemental Agreement in accordance with the Joint Development Program, as better defined in 2.03. below. The first release of the Feeder Product is targeted for July 1998.
2.02. The above mentioned development activities of the Feeder Product shall be carried out under the guidance of the Committee - Product subdivision, with participation of both Parties' R&D personnel.
2.03. The detailed Joint Development Program (including planned development efforts and activities, development time schedule, list of Italtel and Netr▇ ▇▇▇ormation that may be From time to time the Joint Development Program will be updated to cover product modifications, as required by the market, that will be authorised by the Committee.
2.04. The Parties recognize that time to market is essential for the success of the program; should the program suffer unexpected delays, the Parties will promptly meet to identify remedies. Should the completion of the Joint Development Program suffer - for reason not attributable to a Party - a delay which is likely to prejudice the success of the Feeder Product in the market - and should the Parties fail in good faith to identify appropriate remedies, then either Party shall be entitled to withdraw from the Joint Development Programme without incurring any liabilities towards the other Party.
Joint Development Program. In the event that the Joint Development Team determines, on or before *********, that the Parties should jointly undertake a MOD Development Program, the Parties, acting through the Joint Development Team and the Joint Steering Committee, shall agree upon a MOD Program Plan to reflect the agreed-upon activities to be conducted pursuant to the MOD Development Program, and shall append such MOD Program Plan to this Agreement. In such event, and subject to oversight by the Joint Development Team:
(a) Transcend shall have principal responsibility for, and shall utilize reasonable diligence in connection with, (i) the conduct of the MOD Development Program in the Territory (excluding Japan), in accordance with the MOD Program Plan, (ii) compliance with required product-related regulatory approval procedures, and (iii) seeking all applicable required regulatory approvals necessary for the marketing of Licensed Products in the Territory (excluding Japan) for the treatment or prevention of MOD.
(b) Unless in accordance with Section 4.1.2 BI has elected not to develop Procysteine I.V. for ARDS in Japan and the applicable rights have reverted to Transcend, BI shall have principal responsibility for, and shall utilize reasonable diligence in connection with, (i) the clinical development of Procysteine I.V. for the treatment or prevention of MOD in Japan in accordance with the MOD Program Plan, (ii) compliance with all required product-related approval procedures, and (iii) seeking applicable required regulatory approvals necessary for the marketing of Licensed Products in Japan for the treatment or prevention of MOD.
(c) All Development Expenses relating to the MOD Development Program and regulatory activities undertaken pursuant to Section 4.2.2(a), including, but not limited to, out-of-pocket expenses incurred by a Party in connection with such activities at the request of the other Party, shall be borne fifty percent (50%) by each Party. BI shall bear all Development Expenses relating to the MOD Development Program and regulatory activities undertaken pursuant to Section 4.2.2 (b), Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. including, but not limited to, out-of-pocket expenses incurred by Transcend in connection with such activities at the request of BI.
(d) In the event that the Parties jointly undertake the MOD Development Program but the Joint Development Team is unable to re...
Joint Development Program. 8 2.1 General.......................................................... 8 2.2
Joint Development Program. The Lead Party for a Joint Development Program shall not have the right to terminate this Agreement for convenience with respect to any Joint Product arising thereunder, except through the exercise of its Opt-Out Option or in accordance with Section 15.4(c). If, however, such a Lead Party desires to cease all Development of a Joint Product due to a safety concern, lack of efficacy or other valid scientific reason, then such Party may terminate this Agreement with respect to such Joint Product upon [***] prior written notice to the Non-Lead Party. After the Lead Party provides such notice, upon written request of the Non-Lead Party, the Parties shall confer within such [***] period to review the reason for the termination decision, and in such event the Non-Lead Party shall have the right to assume the role of the Lead Party and the control of all Development of such Joint Product and proceed as though such Product is a Sole Development Product. Notwithstanding anything to the contrary herein, in the event of a delivery of such notice, both Parties may cease all activities with respect such Joint Product, as the case may be, other than those required by applicable Law even though this Agreement remains in effect during such notice period with respect to such Joint Product.
Joint Development Program. MDT and Emory desire to undertake collaborative activities to test, develop, design modifications and enhancements to, and add new features and functionality to, the Applications (the “Joint Development Program”). MDT shall provide and license to Emory the Applications for Emory’s integration and use, as described herein. Emory’s sole responsibility with respect to the Joint Development Program or the implementation of any Development Plan (as defined below) will be to provide healthcare expertise, based on its own business needs, concerning the desirability and usefulness of the Applications in large integrated healthcare organizations and multi-specialty physician office practices, and propose modifications or additions thereto. MDT shall, at its sole expense, be responsible for providing all technical support and expertise necessary or desirable to design and implement any specifications, suggestions, modifications or additions to the Applications conceived under the Joint Development Program. MDT shall be solely responsible for commercial utilization of the Applications, including without limitation, all marketing, advertising, production, dissemination and sale of the Applications.
Joint Development Program. 11 4.1 Scope of Joint Development Program....................................................11 4.2 Specific Kissei Responsibilities......................................................11 4.3 Specific Inspire Responsibilities.....................................................12 4.4 Coordinator/Liaison Functions.........................................................13 4.5