Common use of Product Development Program Clause in Contracts

Product Development Program. 2.1 Promptly after execution of this Agreement and approval of a work plan as described in Section 2.2, ALZA will commence the Program activities necessary to continue development of the New Models. In connection with the Program, both parties will make available appropriate scientific, engineering and other *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. 10 personnel to perform tasks under the Program. The parties will use reasonable commercial efforts to carry out the Program, will participate in periodic conferences to review its status and will cooperate in the prompt preparation and review of, and discussion concerning, work plans and cost estimates and revisions thereto described in Section 2.2. 2.2 ALZA and DURECT agree to cooperate to devise mutually acceptable work plans and cost estimates for the development of the New Models. The parties understand and agree that it is difficult to accurately predict the activities that will be necessary to develop the New Models, or the cost thereof, and significant uncertainties exist in any product development effort. As a result, any such work plan and cost estimate will be diligently reviewed and revised from time to time in order that it remain a faithful best-estimate of work to be done by the parties under the Program and, with regard to ALZA's activities, the Development Costs thereof. 2.3 DURECT will pay to ALZA, on a monthly basis, [* * *]. ALZA will invoice DURECT on or before the fifteenth day of each month for the preceding month's Development Costs. All payments will be made within 30 days after the date of the invoice. Notwithstanding the foregoing, [* * *] -

Product Development Program. 2.1 Promptly after execution of this Agreement and approval of a work plan as described in Section 2.2, ALZA will commence the Program activities necessary to continue development of the New Models. In connection with the Program, both parties will make available appropriate scientific, engineering and other *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. 10 personnel to perform tasks under the Program. The parties will use reasonable commercial efforts to carry out the Program, will participate in periodic conferences to review its status and will cooperate in the prompt preparation and review of, and discussion concerning, work plans and cost estimates and revisions thereto described in Section 2.2. 2.2 ALZA and DURECT agree to cooperate to devise mutually acceptable work plans and cost estimates for the development of the New Models. The parties understand and agree that it is difficult to accurately predict the activities that will be necessary to develop the New Models, or the cost thereof, and significant uncertainties exist in any product development effort. As a result, any such work plan and cost estimate will be diligently reviewed and revised from time to time in order that it remain a faithful best-estimate of work to be done by the parties under the Program and, with regard to ALZA's activities, the Development Costs thereof. 2.3 DURECT will pay to ALZA, on a monthly basis, [* * *]all Development Costs incurred by ALZA in connection with the activities carried out under the Program. ALZA will invoice DURECT on or before the fifteenth day of each month for the preceding month's Development Costs. All payments will be made within 30 days after the date of the invoice. Notwithstanding the foregoing, [* * *] -DURECT will not be obligated to any Development Costs in excess of those provided for in approved work plans and costs estimates, and ALZA will not be obligated to perform any work which would result in Development Costs exceeding such approved cost estimates.