Research and Development Program. Based upon its expertise and on a commercially reasonable basis exercising its Best Efforts, THERAPEUTICS will establish an integrated Development Plan for the implementation of research and development programs for each SDC Product(s) evaluated and identified under Section 3.3(a) that, in its exercise of sound business judgment, it deems worth pursuing. The Development Plan, with mutually agreed upon performance standards and criteria, including time and event scheduling, will identify potential SDC Healthcare Product candidates, under Categories I and II, as set forth in Section 3.0, for development by either THERAPEUTICS or a Third Party(s). THERAPEUTICS shall collaborate and assist INNOVATIVE in identifying Category III SDC Product candidates. Upon evaluation and identification and SDC Product Categorization and approval by the EMC, THERAPEUTICS will conduct all product development, as more fully set forth in Section 3.0 hereof and bear full responsibility for all technical, scientific and clinical studies associated with the research and development of all Category I and II SDC Product(s) and those Category III SDC Product(s) categorized by the FDA as OTC drug products (Exhibit B as 3A and 3B). W02-W97-oc:LGA\41332973.5 FINAL DEVELOPMENT AND LICENSING AGREEMENT CONFIDENTIAL DATED SEPTEMBER 5, 2003 BY AND BETWEEN INNOVATIVE MEDICAL SERVICES AND THERAPEUTICS, INC. Page 14 OF 43
Research and Development Program. Utilizing its Best Efforts and with the assistance of THERAPEUTICS, INNOVATIVE will establish an integrated Development Plan for the implementation of research and development programs for all Category III SDC Product(s) evaluated and identified under Section 3.3(a) that, in its exercise of sound business judgment, it deems worth pursuing. The Development Plan, with mutually agreed-upon performance standards and criteria, including time and event scheduling, will identify potential SDC Personal Care candidates under Category III, as set forth in Section 3.0, for development and THERAPEUTICS shall collaborate and assist INNOVATIVE in identifying Category III SDC Product candidates. Upon evaluation, identification and approval by the EMC of such Category III SDC products, INNOVATIVE will conduct or have conducted all product development, as more fully set forth in Section 3.0 hereof and bear full responsibility for all studies associated with the research and development of all Category III SDC Product(s) exclusive of products categorized by the FDA as OTC drug products The product development of the aforementioned OTC products is the responsibility of THERAPEUTICS. W02-W97-oc:LGA\41332973.5 FINAL DEVELOPMENT AND LICENSING AGREEMENT CONFIDENTIAL DATED SEPTEMBER 5, 2003 BY AND BETWEEN INNOVATIVE MEDICAL SERVICES AND THERAPEUTICS, INC. Page 15 OF 43
Research and Development Program. Subject to the terms and conditions set forth herein, Solazyme and Dow shall conduct a research and development program in accordance with the written plan attached as Exhibit A (the “Research and Development Plan”). The Research and Development Plan may be amended by mutual agreement of the Parties. It is contemplated that there will/may be multiple Research and Development Plans that shall be sequentially numbered referencing different projects, and such agreed-upon additional Research and Development Plans shall be attached as part of Exhibit A and Incorporated herein.
Research and Development Program. Using the Steering Committee as the device through which agreement is reached, DUPONT and GENENCOR will jointly agree on the research and development work to be performed under the Agreement, including which Party is responsible for such work, whether it is to be performed jointly by the Parties or solely by one of the Parties, relevant time lines for progress of such work and such other factors as are deemed necessary and appropriate to conduct the work. A summary of the work to be performed under the Agreement, including the initial R&D Program proposal (the "R&D Program"), is attached to and incorporated in the Agreement as Appendix 2.2.
Research and Development Program. (a) GENENCOR agrees to apply its Directed Evolution Technology to the R&D Program and to provide DuPont with results obtained from such application showing an improvement over the starting material(s) based on the stated intent of the experiment, such results to include Materials as defined in the Master Biological Material Transfer Agreement, Appendix 9.2 ("Results"). GENENCOR will disclose to DUPONT sufficient information for DUPONT to make use of the Results in the DuPont Field, except that GENENCOR shall have no obligation to disclose to DUPONT information on the underlying experimentation, techniques or analyses leading to the Results to the extent said information would provide DUPONT enabling disclosure of the Directed Evolution Technology.
Research and Development Program. 18.1 A Research and Development Program shall exist to take advantage of teacher resources for the improvement of the schools by affording personnel opportunities to work on self-initiated proposals. Proposals for projects to be carried out under the Research and Development Program may include such matters as curriculum planning, evaluation and selection of new materials, development of original materials, plans for implementing new teaching techniques, preparation of student reading lists, setting up experimental laboratory blocks, evaluation system, or any other worthwhile endeavor. No person who has submitted an R & D proposal will participate in deliberations on Research and Development Programs for that particular year.
Research and Development Program. 2.1 Overview; R&D Plan. The Parties’ objective is to jointly conduct the R&D Plan for the purpose of assessing the efficacy of CAMB in the Field and, if such efficacy is established, DNDi will be responsible for obtaining all Regulatory Approvals and for the Distribution Through the Public Sector of CAMB under the terms hereinafter set out. The Parties’ framework for their activities hereunder is set forth in the R&D Plan, which may be amended only by mutual written agreement of the Parties. If the R&D Plan or any Project Plan conflicts with, or creates ambiguities with, this Agreement, then this Agreement will prevail.
Research and Development Program. Using the Steering Committee as the device through which agreement is reached, DCC and GCOR will jointly agree on the research and development work to be performed under this Agreement, including which Party is responsible for such work, whether it is to be performed jointly by the Parties or solely by one of the Parties, relevant time lines for progress of such work and such other factors as are deemed necessary and appropriate to conduct the work. A summary of the work to be performed under the Agreement, including the initial R&D Program proposals for [...***...] (the "R&D Program"), is attached hereto and incorporated in the *CONFIDENTIAL TREATMENT REQUESTED Agreement as Exhibit D. Detailed Work Plans, including objectives, time lines, personnel requirements, milestones, performance metrics and deliverables, will be developed for each Project within the R&D Program. Said Work Plans, when generated and agreed upon by the Parties, will be incorporated into this Agreement. Work Plans may be amended by mutual agreement of the Parties and such amended Work Plans shall be attached hereto and incorporated herein.
Research and Development Program. The "Research and Development Program" shall mean the basic research and development program to be conducted jointly by BAVARIAN NORDIC and EPIMMUNE for the construction, design, selection, evaluation and testing of Program Vaccine(s) for use in the Field. An initial description of the Research and Development Program is provided in Appendix I, which is incorporated herein by reference and made part of this Agreement.
Research and Development Program. (a) Sheffield shall provide (directly or through independent contractors) such research and development services as may reasonably be required by the Company and as described in the R&D Program, such services to be paid for by the Company at Sheffield's fully burdened costs plus [text omitted] (the "Cost"). The R&D Program shall be directed by the Steering Committee. Sheffield shall, in accordance with the terms and conditions set forth in this Agreement, undertake reasonably diligent efforts, as would be deemed commensurate with the achievement of its own business aims for a similar product of its own, to conduct the R&D Program; and further, shall maintain the facilities used by it for the performance of the R&D Program in compliance with the applicable requirements of the FDA and other regulatory authorities.
