Development Sample Clauses
Development. Within twenty (20) Working Days after the Commencement Date and in accordance with paragraphs 3.10 to 3.12 (Amendment and Revision), the Contractor will prepare and deliver to the Authority for approval the full and final Security Plan which will be based on the draft Security Plan set out in Appendix B.
Development. Upon discovery of oil and gas or either of them on the leased land, Lessee shall proceed with reasonable diligence to develop said land at a rate, and to an extent, commensurate with the economic development of the field in which the leased land lies.
Development. 3.1.1 Licensee agrees to and warrants that: it has, or will obtain, the expertise necessary to independently evaluate the inventions of the Licensed Patents; it will establish and actively and diligently pursue the Development Plan (see Appendix A) to the end that the inventions of the Licensed Patents will be utilized to provide Licensed Products and/or Licensed Processes for sale in the retail market within the Licensed Field; and until the date of first commercial sale of Licensed Products, it will supply UFRF with a written Development Report annually fifteen (15) days after the end of the calendar year (see Appendix B). All development activities and strategies and all aspects of product design and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. decisions to market and the like are entirely at the discretion of Licensee, and Licensee shall rely entirely on its own expertise with respect thereto. UFRF’s review of Licensee’s Development Plan is solely to verify the existence of Licensee’s commitment to development activity and to ensure compliance with Licensee’s obligations to commercialize the inventions of the Licensed Patents, as set forth above, other than those elements of the Development Plan as designated as Due Diligence milestones in 3.1.2 below.
3.1.2 Licensee agrees that the first commercial sale of products to the retail customer shall occur on or before January 1, 2011 or UFRF shall have the right to terminate the Agreement pursuant to Section 9.3 hereto. In addition, Licensee agrees to the following due diligence elements which if not accomplished by the following dates, then UFRF shall have the right to terminate the Agreement pursuant to Section 9.3:
(1) Complete business plan and STTR grant application 4th Q 2004
(2) Complete proof-of-concept 4th Q 2005
(3) Secure design/mfg relationship with OEM manufacturer 2nd Q 2006
(4) Potential need for VC round 2008
(5) Complete working commercial prototype 2010
(6) Hire industry CEO 2010
(7) FDA 510k approval 2011
(8) Market launch of first generation Device 2011
(9) Market launch of second generation Device 2013 If Licensee fails to actively pursue the Development Plan with respect to a certain field(s) of use and UFRF has received notice that a third party wishes to negotiate a license for such field(s) of use, UFRF may terminate this Li...
Development. In consideration of the Allottee/s making payment of the Development Cost and Other Charges as described below, and complying with the terms of this Agreement and the Agreement of Sale, the Promoter agrees to construct and develop internal roads, landscaped areas/parks, open spaces with all other allied internal and external services such as water supply system and sewage disposal system etc.
Development. All development shall be done in such a manner as to reasonably prevent the pollution of the environment, including water, soil, and air. Lessee will reasonably and diligently develop the Leased Premises into a viable mine and will reasonably mine the Materials in such a manner as is consistent with generally accepted mining practice. Neither rentals nor Royalties paid or to be paid hereunder shall relieve Lessee from any of the obligations herein expressed. Specific examples of compliance with the above include, but are not limited to:
(a) Lessee agrees to slope the sides of all surface pits, excavations and subsidence areas in a manner consistent with good mining practices. Such sloping is to become a normal part of the operation;
(b) Whenever practicable, all surface pits, excavations and subsidence areas will not be allowed to become a hazard to persons or livestock;
(c) Lessee agrees to mine the Materials in such a manner as to leave as much level surface as is reasonable and consistent with prevailing good mining practices;
(d) Lessee will carry on all operations on the Leased Premises in a workmanlike manner;
(e) Lessee will maintain adequate gates and cattle guards where Lessee crosses existing fences with Lessee’s operations;
(f) Lessee will dump the waste material taken from the Leased Premises by Lessee’s operations hereunder into pits or excavations made by the removal of Materials, leaving as few mounds or waste piles on the Leased Premises as reasonably possible; and
(g) As governed by the duties and standards set out in Section 6.C of this Lease, all Materials produced by Lessee from the Leased Premises that cannot be so marketed (herein called “Waste Materials”) will be used to fill the pits and excavations on the Leased Premises and no Royalty shall be due thereon at that time. No other use of these Waste Materials or any Materials is allowed unless Lessee obtains Lessor’s prior written consent to such other use. However, should another use of the Materials be permitted, Royalty shall be due for these used Materials in accordance with Sections 3 and 6.C of this Lease Agreement and, should another use of the Waste Materials be permitted, the Waste Material royalty exception of this subsection shall not apply and Royalty shall be due for these used Waste Materials in accordance with Sections 3 and 6.C of this Lease Agreement. Should changing technology or market conditions render any component of former Waste Materials profitably marketable,...
Development. (A) If the Operating Committee determines that a Discovery may be a Commercial Discovery, Operator shall, as soon as practicable, deliver to the Parties a Development Plan together with the first annual Work Program and Budget (or a multi-year Work Program and Budget pursuant to Article 6.5) and provisional Work Programs and Budgets for the remainder of the development of the Discovery, which shall contain, inter alia:
(1) details of the proposed work to be undertaken, personnel required and expenditures to be incurred, including the timing of same, on a Calendar Year basis;
(2) an estimated date for the commencement of production;
(3) a delineation of the proposed Exploitation Area; and
(4) any other information requested by the Operating Committee.
(B) After receipt of the Development Plan and prior to any applicable deadline under the Contract, the Operating Committee shall meet to consider, modify and then either approve or reject the Development Plan and the first annual Work Program and Budget for the development of a Discovery, as submitted by Operator. If the Operating Committee determines that the Discovery is a Commercial Discovery and approves the corresponding Development Plan, Operator shall, as soon as possible, deliver any notice of Commercial Discovery required under the Contract and take such other steps as may be required under the Contract to secure approval of the Development Plan by the Government. In the event the Government requires changes in the Development Plan, the matter shall be resubmitted to the Operating Committee for further consideration.
(C) If the Development Plan is approved, such work shall be incorporated into and form part of annual Work Programs and Budgets, and Operator shall, on or before the 1st Day of October of each Calendar Year submit a Work Program and Budget for the Exploitation Area, for the following Calendar Year. Subject to Article 6.5, within thirty (30) Days after such submission, the Operating Committee shall endeavor to agree to such Work Program and Budget, including any necessary or appropriate revisions to the Work Program and Budget for the approved Development Plan.
Development. A. Licensee shall use reasonable commercial efforts to develop, manufacture, market and sell Products in the Licensed Field and the Licensed Territory throughout the term of this Agreement. Such activities shall include, without limitation, those activities listed in the Development Plan attached hereto as Appendix E. Licensee agrees that said Development Plan is reasonable and that it shall take all reasonable commercial steps to meet the development program as set forth therein.
B. Beginning in calendar year 2007 and until the Date of First Commercial Sale, Licensee shall provide XXXX with a written Development Report summarizing Licensee’s development activities since the last Development Report and any necessary adjustments to the Development Plan. Licensee agrees to provide each Development Report to XXXX on or before thirty (30) days from the end of each semi-annual period ending June 30 and December 31 for which a report is due, and shall set forth in each Development Report sufficient detail to enable XXXX to ascertain Licensee’s progress toward the requirements of the Development Plan. XXXX agrees that the contents of each Development Report shall constitute “Confidential Information” for purposes of Section 18 of this Agreement. XXXX reserves the right to audit Licensee’s records relating to the development activities required hereunder. Such record keeping and audit procedures shall be subject to the procedures and restrictions set forth in Section 6 for auditing the financial records of Licensee.
C. Licensee agrees to and warrants that it has obtained, or will obtain, the expertise necessary to independently evaluate the inventions of the Licensed Patents and to develop Products for sale in the commercial market and that it so intends to develop Products for the commercial market. Licensee acknowledges that a failure by Licensee to reasonably implement the Development Plan, or to make timely submission to XXXX of any Development Report, or the providing of any materially false information to XXXX regarding Licensee’s development activities hereunder, shall be a material breach of this Agreement in accordance with Section 7D of this Agreement.
Development. The Company is interested and will encourage employees who have established seniority to further develop their basic education and gas industrial skills. Conditional upon written Management approval obtained before the course commencement and upon receipt of written proof of successful completion, the Company shall reimburse the cost of tuition fees for such approved courses up to a maximum of five hundred dollars ($500.00).
Development. Developing the Academy by working with the PTA/PTO/HSA to determine the school community’s interests and preferred activities. Once established, the Administrator will identify and negotiate with vendors best suited to meet these preferences.
Development. (a) Resonant and Skyworks shall each diligently perform the actions and tasks assigned to them respectively, and substantially on the schedule set forth on Exhibit A attached hereto. The schedule will commence on the earlier of October 1, 2013 or as soon as practicable following the closing of Resonant’s private financing. If Resonant and Skyworks mutually agree, they may execute Statements of Work (each an “SOW”) to further supplement Exhibit A, including to describe (i) contributions of Proprietary Technology and other resources by each of Skyworks and Resonant; (ii) adjustments to the anticipated timing for completion of each milestone set forth on Exhibit A (each, a “Milestone”); (iii) adjustments to specifications and/or acceptance criteria for the Duplexer to be developed in connection with such Milestone; (iv) additional Milestones; and (v) any adjustments to funding commitments related to the Development Project set forth on Exhibit B. However, no such additional SOW is required or a condition to the obligations in this Agreement or as a condition to commencement of the Development Project, unless agreed mutually in an SOW. If an SOW is entered, each such SOW shall automatically be deemed attached to this Agreement as a supplement to Exhibit A upon execution thereof by Skyworks and Resonant without additional action required. Any such mutually executed SOW shall govern such aspects of the development process as specified therein and shall, to the extent stated expressly therein, supersede and replace specified terms of Exhibit A. Any amendments or revisions to any SOW that may be entered shall be mutually agreed to by the parties to the SOW in writing.
(b) Each of the parties agrees to be responsible for its own costs relating to its negotiation of and performance under this Agreement, except as may be expressly set forth in a mutually agreed to SOW.
(c) Within five (5) days following execution of this Agreement, Resonant and Skyworks shall each identify no less than two (2) representatives who will be dedicated to the Development Project (the “Development Team”). Personnel comprising the Development Team shall have the requisite knowledge and expertise necessary to carry out the respective obligations of the parties on Exhibit A and be reasonably familiar with the technology to be used in connection therewith. Any party can change its members of the Development Team upon written notice to the other party so long as such new personnel meet the requ...