Annual Technology Reviews Sample Clauses

Annual Technology Reviews. Both SunSpark and SolarMax agree that, starting no later than the one-year anniversary of the Effective Date, the Parties will conduct, at least annually, a review of the technology evolution for Modules, polysilicon and solar cells. The implementation of any output from such technology reviews as it relates to Modules, Module manufacturing or polysilicon manufacturing shall be made by mutual agreement if possible; provided, however, that if the Parties are unable to reach agreement, any changes to be made to Modules, Module manufacturing or polysilicon manufacturing (or not made) shall be in SunSpark’s sole reasonable discretion. The Parties also agree and acknowledge that continuous improvement efforts to Modules and Module specifications (set forth in Attachment A attached hereto) will be made by SunSpark, and SolarMax will cooperate with SunSpark to accommodate reasonable changes to such specifications. Similarly, SolarMax may also request changes to Module specifications, such as Module dimensions, with appropriate notice. SunSpark will make reasonable efforts to accommodate these requests.
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Annual Technology Reviews. Both MEMC and Conergy agree that, starting no later than July 1, 2008, the Parties will conduct, at least annually, a review of the technology evolution for Wafers, polysilicon and solar cells. The implementation of any output from such technology reviews as it relates to Wafers, Wafer manufacturing or polysilicon manufacturing shall be made by mutual agreement. The Parties also agree and acknowledge that continuous improvement efforts to Wafers and Wafer specifications (set forth in Attachment A hereto) will be made by MEMC, and Conergy will cooperate with MEMC to accommodate reasonable changes to such specifications, such as changes in Wafer thickness within industry norms (e.g., Conergy may need to make reasonable changes in its cell production processes, such as improved handling processes, to account
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Annual Technology Reviews. Both MEMC and Suntech agree that, starting no later than July 1, 2007, the Parties will conduct, at least annually, a review of the technology evolution for Wafers, polysilicon and solar cells. The implementation of any output from such technology reviews as it relates to Wafers, Wafer manufacturing or polysilicon manufacturing shall be made by mutual agreement if possible; provided, however, that if the Parties are unable to reach agreement, any changes to be made to Wafers, Wafer manufacturing or polysilicon manufacturing (or not made) shall be in MEMC’s sole reasonable discretion. The Parties also agree and acknowledge that continuous improvement efforts to Wafers and Wafer specifications (set forth in Attachment A hereto) will be made by MEMC, and Suntech will cooperate with MEMC to accommodate reasonable changes to such specifications, such as changes in Wafer thickness within industry norms (e.g., Suntech may need to make reasonable changes in its cell production processes, such as improved handling processes, to account for thinner Wafers). Similarly, Suntech may also request changes to Wafer specifications, such as Wafer dimensions, with appropriate notice. MEMC will make reasonable efforts to accommodate these requests. The primary Wafer size to be purchased and sold pursuant to this Agreement is *** millimeter. Attachment A hereto also includes specification for *** millimeter Multi Wafers. The quantity of *** millimeter Multi Wafers to be supplied must be agreed to by MEMC, and MEMC shall use commercially reasonable best efforts to supply Suntech with *** millimeter Multi Wafers if requested by Suntech. Any requested quantity of *** millimeter Multi Wafers that cannot be agreed to and supplied by MEMC shall instead be supplied as *** millimeter Multi Wafers (on an equivalent number of Xxxxx to be supplied basis). The Parties also agree to work together, if requested by the other Party, to determine if ***** wafers could be delivered by MEMC at the same prices (in any Contract Year) as the price for Mono Wafers for that Contract Year (as set forth on Attachment B), and MEMC also agrees, if requested by Suntech, to provide Suntech with specifications for other types of wafers that MEMC could deliver at the same prices (in any Contract Year) as the price for Wafers for that Contract Year as set forth on Attachment B.
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Annual Technology Reviews. Both MEMC and Suntech agree that, starting no later than July 1, 2007, the Parties will conduct, at least annually, a review of the technology evolution for Wafers, polysilicon and solar cells. The implementation of any output from such technology reviews as it relates to Wafers, Wafer manufacturing or polysilicon manufacturing shall be made by mutual agreement if possible; provided, however, that if the Parties are unable to reach agreement, any changes to be made to Wafers, Wafer manufacturing or polysilicon manufacturing (or not made) shall be in MEMC’s sole reasonable discretion. The Parties also agree and acknowledge that continuous improvement efforts to Wafers and Wafer specifications (set forth in Attachment A hereto) will be made by MEMC, and Suntech will cooperate with MEMC
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Related to Annual Technology Reviews

  • Research Program 2.1 University will use reasonable efforts to conduct the Research Program described in Attachment A which is hereby incorporated in full by reference (“Research Program”), and will furnish the facilities necessary to carry out said Research Program. The Research Program will be under the direction of _____________________ (“Principal Investigator”), or his or her successor as mutually agreed to by the Parties and will be con­ducted by the Principal Investigator at the University.

  • Development Plan document specifying the work program, schedule, and relevant investments required for the Development and the Production of a Discovery or set of Discoveries of Oil and Gas in the Contract Area, including its abandonment.

  • Research Program Term The Research Program shall be conducted during the period of five years commencing as of the Agreement Date ("Research Program Term"). Upon not later than seventy-five (75) days' prior written notice JT may, in its sole judgment, terminate the Research Program at the end of the third (3/rd/) year and fourth (4/th/) year of the Research Program. The RMC may terminate the Research Program any time during the Research Program Term if it unanimously determines the Research Program is no longer scientifically useful or that all potential Products would not be commercially viable. In case of such an early termination by JT or the RMC, JT shall be exempt from any payment(s) under Section 10(a) that would have become due and payable after the effective date of such early termination. Following any termination of the Research Program (i) that occurs simultaneously with the termination of this Agreement in accordance with Section 13 (i.e., no compound or Lead Compound has been designated previously a Collaboration Lead Compound in accordance with Section 3(b) and no Independent Lead Compound is being developed in accordance with Section 3(m)) or (ii) that is followed at some future date by the termination by JT of Development or co-promotion of any Collaboration Lead Compound and/or Product pursuant to Sections 3(l) or 5(c), respectively, or development of an Independent Lead Compound in accordance with Section 3(m) (A) any licenses granted by Tularik to JT will terminate, (B) JT will grant to Tularik an exclusive, sublicensable, worldwide license, to make, use and sell compounds, Collaboration Lead Compounds or Products under JT's interest in Program Patents and Program Know-How and (C) under the terms and conditions to be separately agreed, JT will also grant to Tularik a nonexclusive, sublicensable, worldwide license under any JT Patent Rights and Know-How to the extent necessary to practice the license granted under the Program Patents and Program Know-How in (B) (including, with respect to compounds, a limited number of JT's library compounds approved by JT); provided, however, that in the event the Research Program terminates but the Agreement has not terminated with respect to designated Collaboration Lead Compounds, Independent Lead Compounds and/or Products as provided in Section 2(g)(ii), Sections 2(g)(A), (B) and (C) shall apply only to those compounds, Collaboration Lead Compounds, Independent Lead Compounds and Products for which Development or co-promotion shall have been terminated and/or to those compounds or Lead Compounds that have not been designated previously a Collaboration Lead Compound in accordance with Section 3(b) or an Independent Lead Compound in accordance with Section 3(m); provided further that in the event that JT elects to pursue a Discontinued Compound or a Non-Proposed Compound on or before the first anniversary of the expiration or termination of the Research Program Term pursuant to Section 3(b)(iii) or 3(b)(iv), respectively, Sections 2(g)(A), (B) and (C) shall not apply to such Discontinued Compound or Non-Proposed Compound until such time as JT shall have terminated the Development or co-promotion of such Discontinued Compound or Non- Proposed Compound. Tularik will then be free to pursue clinical development and registration of such compounds, Lead Compounds and/or Products without obligation to JT except as provided in Section 4(f) or Section 5(c), as appropriate.

  • Research Plan The Parties recognize that the Research Plan describes the collaborative research and development activities they will undertake and that interim research goals set forth in the Research Plan are good faith guidelines. Should events occur that require modification of these goals, then by mutual agreement the Parties can modify them through an amendment, according to Paragraph 13.6.

  • Development Plans 4.3.1 For each Licensed Indication and corresponding Licensed Product in the Field, Licensee will prepare and deliver to Licensor a development plan and budget (each a “Development Plan”). The initial Development Plans for each Licensed Indication will be delivered within […***…] after the Grant Date for such Licensed Indication.

  • Commercialization Reports Throughout the term of this Agreement and during the Sell-Off Period, and within thirty (30) days of December 31st of each year, Company will deliver to University written reports of Company’s and Sublicensees’ efforts and plans to develop and commercialize the innovations covered by the Licensed Rights and to make and sell Licensed Products. Company will have no obligation to prepare commercialization reports in years where (a) Company delivers to University a written Sales Report with active sales, and (b) Company has fulfilled all Performance Milestones. In relation to each of the Performance Milestones each commercialization report will include sufficient information to demonstrate achievement of those Performance Milestones and will set out timeframes and plans for achieving those Performance Milestones which have not yet been met.

  • Research Plans The Research Plan for the [***] Designated Target is attached as Schedule 2.2.3-1. Subsequent Research Plans agreed upon in accordance with Section 2.4.2.4 will be attached as additional sequentially numbered schedules (Schedule 2.2.3-2, Schedule 2.2.3-3, etc.).

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • Development and Commercialization Subject to Sections 4.6 and 4.7, Fibrocell shall be solely responsible for the development and Commercialization of Fibrocell Products and Improved Products. Fibrocell shall be responsible for all costs incurred in connection with the Fibroblast Program except that Intrexon shall be responsible for the following: (a) costs of establishing manufacturing capabilities and facilities in connection with Intrexon’s manufacturing obligation under Section 4.6 (provided, however, that Intrexon may include an allocable portion of such costs, through depreciation and amortization, when calculating the Fully Loaded Cost of manufacturing a Fibrocell Product, to the extent such allocation, depreciation, and amortization is permitted by US GAAP, it being recognized that the majority of non-facilities scale-up costs cannot be capitalized and amortized under US GAAP); (b) costs of basic research with respect to the Intrexon Channel Technology and Intrexon Materials (i.e., platform improvements) but, for clarity, excluding research described in Section 4.7 or research requested by the JSC for the development of a Fibrocell Product or an Improved Product (which research costs shall be reimbursed by Fibrocell); (c) [*****]; and (d) costs of filing, prosecution and maintenance of Intrexon Patents. The costs encompassed within subsection (a) above shall include the scale-up of Intrexon Materials and related active pharmaceutical ingredients for clinical trials and Commercialization of Fibrocell Products undertaken pursuant to Section 4.6, which shall be at Intrexon’s cost whether it elects to conduct such efforts internally or through Third Party contractors retained by either Intrexon or Fibrocell (with Intrexon’s consent).

  • Development Program A. Development activities to be undertaken (Please break activities into subunits with the date of completion of major milestones)

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