Common use of Joint Developments Clause in Contracts

Joint Developments. (a) Applied will provide Samsung with *** “JDA Special Systems” *** during the Term. The JDA Special Systems must be configured for mutually agreed upon applications that ***. *** Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Prior to and as a condition of the delivery by Applied of a JDA Special System, Applied and Samsung will execute a joint development, beta evaluation, demonstration or other appropriate agreement. Some of the work pursuant to the appropriate agreement *** or the ***. If the Parties fail to agree to the terms of a joint development, beta evaluation or other appropriate agreement for a JDA Special System, such agreement shall be on terms similar to those previously entered into by the Parties with respect to comparable application and product release stages. (c) At or prior to the close of the joint development, evaluation or demonstration period for a JDA Special System, if Samsung ***, then Applied will transfer title to and complete ownership of the JDA Special System to Samsung ***. In all other respects, the rights and obligations of the Parties with respect to JDA Special Systems shall be as set forth in the applicable joint development, beta evaluation, demonstration or other agreement. For any given application, Samsung may qualify for the incentive described within either Section 2.3 or Section 2.4, but not both. If Samsung has not entered into appropriate agreements with respect to *** JDA Special Systems during the Term, then Applied agrees to permit Samsung to enter into appropriate agreements for *** JDA Special Systems in accordance with the terms and procedure set forth in this Section 2.4 after the Term.