Conduct of the Development Program Clause Samples
The "Conduct of the Development Program" clause defines the responsibilities and standards for how a development program—such as a research, product, or software development initiative—should be managed and executed by the parties involved. It typically outlines requirements for planning, reporting, resource allocation, and adherence to agreed timelines or milestones. For example, it may specify which party leads the program, how progress is tracked, and the process for addressing delays or changes. This clause ensures that both parties have a clear understanding of their roles and expectations, thereby reducing misunderstandings and helping the project proceed efficiently and transparently.
Conduct of the Development Program. From the date hereof until the Closing Date, Aradigm shall conduct the Development Program in accordance with the Development and License Agreement in the ordinary course consistent with past practices and shall use its best efforts to preserve intact the business organizations and relationships with third parties relevant to the Development Program and to keep available the services of the Development Program Employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, Aradigm will not:
(a) with respect to the Development Program acquire a material amount of assets from, or enter into any license agreement with, any other Person;
(b) sell, lease, license or otherwise dispose of any Transferred Assets except (i) pursuant to existing contracts or commitments and (ii) in the ordinary course consistent with past practices;
(c) agree or commit to do any of the foregoing; or
(d) (i) take or agree or commit to take any action that would make any representation or warranty of Aradigm hereunder inaccurate in any respect at, or as of any time prior to, the Closing Date or (ii) knowingly omit or agree or commit to omit to take any action reasonably necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time.
Conduct of the Development Program. 2.2.1. As between the Parties, subject to Section 2.2.2 and Section 2.2.3, unless otherwise agreed by the Parties in writing, ▇▇▇▇▇▇▇ shall be the Party conducting the Development Program. ▇▇▇▇▇▇▇ shall: (a) use Commercially Reasonable Efforts to conduct the Development Program, at its sole cost and expense, under the oversight of the JDC, in accordance with the Initial Development Plan (including the timelines set forth therein); and (b) conduct the Development Program in good scientific manner and in compliance, in all material respects, with all Applicable Law. Without limiting the foregoing, ▇▇▇▇▇▇▇ shall comply with its Sponsor Responsibilities in connection with the ▇▇▇▇▇▇▇ Study and nothing in this Agreement shall be construed to prohibit any such compliance.
2.2.2. ▇▇▇▇▇▇▇ shall consider in good faith any reasonable request by Forest that Forest or one of its Affiliates perform specified activities with respect to the Development Program. The performance of any such activities by Forest or its Affiliate would be subject to a separate agreement between ▇▇▇▇▇▇▇ and Forest (or its applicable Affiliate) governing the terms and conditions under which Forest or its Affiliate would perform such activities.
2.2.3. If, in Forest’s good faith belief, ▇▇▇▇▇▇▇ is performing the Development Program in a manner that could reasonably be expected to adversely and materially impact: (a) the timelines for the ▇▇▇▇▇▇▇ Study set forth in the Initial Development Plan; (b) the likelihood of the ▇▇▇▇▇▇▇ Study [*] as set forth in the then-current Initial Development Plan; (c) ▇▇▇▇▇▇▇’▇ compliance with any Applicable Law; or (d) the [*] with respect to the Development Program, Forest may raise any such concerns through the JDC or to ▇▇▇▇▇▇▇ directly. If ▇▇▇▇▇▇▇ fails to take appropriate steps to remedy such concern within [*] days of Forest first raising such concern to the JDC or ▇▇▇▇▇▇▇, as applicable, or such shorter period of time as is necessary to [*] in the [*] or to [*] with any [*], then Forest shall have the right, at Forest’s sole election, and without limitation to any other right or remedy available to Forest, to assume and complete some or all of the applicable activities with respect to the Development Program by notifying ▇▇▇▇▇▇▇ in writing of such election within [*] days after the end of such [*]-day (or shorter, if applicable) period (any such assumed activities specified by Forest in its notice to ▇▇▇▇▇▇▇, the “Assumed Development Program Activities”). ...
Conduct of the Development Program. With respect to each Licensed Compound, Dainippon will conduct a Development Program designed to obtain Regulatory Approval in the Territory.
Conduct of the Development Program. (a) Robe▇▇▇ ▇▇▇l conduct the Development Program under the direction of the Steering Committee. Robe▇▇▇ ▇▇▇ll keep the Steering Committee fully informed on a reasonable basis of the development of the Product, including but not limited to periodic written updates on the progress of each filing with a Regulatory Authority.
(b) In performing the Development Program, Robe▇▇▇ ▇▇▇ll devote the same degree of attention, resources and diligence to the preclinical and clinical development of the Product as it devotes to its own high priority compounds and products. In particular, Robe▇▇▇ ▇▇▇ertakes to diligently conduct clinical trials and to apply for Regulatory Approval of the Product in each country of the Territory within [ * ] from the Effective Date. If Robe▇▇▇ ▇▇▇ not filed an NDA or its foreign equivalent in a country of the Territory within [ * ] from the Effective Date, Robe▇▇▇' ▇▇tion granted under Section 4.1 shall be deemed to * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Conduct of the Development Program. (a) ▇▇▇▇▇▇▇ will conduct the Development Program under the direction of the Steering Committee. ▇▇▇▇▇▇▇ shall keep the Steering Committee fully informed on a reasonable basis of the development of the Product, including but not limited to periodic written updates on the progress of each filing with a Regulatory Authority.
(b) In performing the Development Program, ▇▇▇▇▇▇▇ shall devote the same degree of attention, resources and diligence to the preclinical and clinical development of the Product as it devotes to its own high priority compounds and products. In particular, ▇▇▇▇▇▇▇ undertakes to diligently conduct clinical trials and to apply for Regulatory Approval of the Product in each country of the Territory within [ * ] from the Effective Date. If ▇▇▇▇▇▇▇ has not filed an NDA or its foreign equivalent in a country of the Territory within [ * ] from the Effective Date, ▇▇▇▇▇▇▇' option granted under Section 4.1 shall be deemed to
Conduct of the Development Program. Each of the parties shall use commercially reasonable efforts to perform its obligations under each Development Plan, including allocation of sufficient time, effort, equipment and facilities necessary to perform its obligations under such Development Plan and use of personnel with sufficient skills and experience as are required to accomplish such party's responsibilities under such Development Plan. Each party shall conduct its responsibilities under such Development Plan in good scientific manner, and in compliance in all material respects with all requirements of applicable laws, rules and regulations and all applicable good laboratory practices. Each party shall immediately notify the other in writing of any deviations by such party from applicable regulatory or legal requirements in the course of performing its responsibilities under such Development Plan. Each party hereby covenants to the other that neither such party nor any of its employees or contractors who perform any services under such Development Plan will have been debarred, or convicted of a crime for which a person can be debarred, under 21 U.S.
Conduct of the Development Program