DEVELOPMENT ASSETS. Allergan shall own and have the right to use any clinical supplies, materials and other assets purchased, manufactured or developed pursuant to approved Work Plans ("Development Assets") and, until such time as the License Option is exercised with respect to the product to which any particular Development Asset pertains, shall use such Development Assets solely in the development of ASTI Products under approved Work Plans.
DEVELOPMENT ASSETS. If Allergan does not exercise the License Option for any ASTI Product in any country prior to the expiration of such License Option or, if Allergan notifies ASTI expressly in writing that it will not exercise the License Option for an ASTI Product, Allergan shall make available to ASTI for further development and commercialization activities at no charge, all clinical supplies, materials and other assets purchased, manufactured or developed for use in the development of such ASTI Product with respect to such country to the extent such assets will not be used under the Research and Development Agreement.
DEVELOPMENT ASSETS. The Issuer shall have distributed to the Parent the Development Assets on terms and conditions satisfactory to the Purchasers.
DEVELOPMENT ASSETS. BioChem shall own and have the right to use any Development Assets.
DEVELOPMENT ASSETS. If BioChem, BV or TII does not exercise its Product Option for any CliniChem Product in any country prior to the expiration of such Product Option or, if BioChem, BV or TII notifies CliniChem expressly in writing that it will not exercise its Product Option for a CliniChem Product, BioChem shall make available to CliniChem for further development and commercialization activities, at no charge, all clinical supplies, materials and other tangible assets purchased, manufactured or developed for use exclusively in the development of such CliniChem Product (the "Development Assets") with respect to such country to the extent such assets are being used by CliniChem and will not be used under the Research and Development Agreement.
DEVELOPMENT ASSETS. ALZA shall own and have the right to use any clinical supplies, materials and other assets purchased, manufactured or developed pursuant to approved Work Plans ("Development Assets") and, until such time as the License Option is exercised with respect to the product to which any particular Development Asset pertains, shall use such Development Assets solely in the development of Crescendo Products under approved Work Plans.
DEVELOPMENT ASSETS. If ALZA does not exercise the License ------------------ Option for any Crescendo Product in any country prior to the expiration of such License Option or, if ALZA notifies Crescendo that it will not exercise the License Option for a Crescendo Product, ALZA shall make available to Crescendo for further development and commercialization activities at no charge, all clinical supplies, materials and other assets purchased, manufactured or developed for use in the development of such Crescendo Product with respect to such country to the extent such assets will not be used under the Development Agreement.
DEVELOPMENT ASSETS. Item Long Description Manuf / Model Qty ---------------------------------------------------------------------------------- MONITOR - Professional Studio Monitor (NTSC/PAL) Sony PVM-2950Q 4 29" Inputs: Composite / S-Video / Stereo with Speakers Audio with loopthru, auto-termination, 3/95 VTR input ---------------------------------------------------------------------------------- MONITOR - Professional Studio Monitor (NTSC only) Sony PVM-2030 8 20" Inputs: Composite / S-Video / Stereo with Speakers Audio with loopthru, auto-termination, 3/95 VTR input ---------------------------------------------------------------------------------- MONITOR - Broadcast quality monitor (NTSC/PAL) Sony PVM-1354Q 1 19" Inputs: Composite, S-Video, mono monaural speaker audio, S/N 2008489, 3/95 RGB/component, Ext Sync, underscan ---------------------------------------------------------------------------------- LASERDISK Industrial LD (CLV) with front-panel Sony LDP-2000 2 controls and RS-232 interface, hour meter, NTSC ---------------------------------------------------------------------------------- LASERDISK Industrial LD (CLV) with front-panel Sony LDP-1500 1 controls and RS-232 interface, NTSC only ---------------------------------------------------------------------------------- LASERDISK Prosumer CD/CDV/LD (CLV/CAV) NTSC Sony MDP-650 1 2x Composite / S-Video / stereo audio, 5/97 dig out ---------------------------------------------------------------------------------- LASERDISK Video Essentials, Speed, Jurassic Park, Clean Slate, Raising 9 CONTENT Arizona, Circle of Friends, Leap of Faith, Mighty Ducks, Bon Jovi ---------------------------------------------------------------------------------- CAMERA - Consumer, NTSC, color viewfinder Sony TR-700 8/95 2 HI-8 stereo audio, soft case Sony TR-600 8/95 ---------------------------------------------------------------------------------- CAMERA - Desktop conferencing w. microphone Videolabs Flexcam 1 PAL PAL format, 220V adapter S/N P110468, 5/97 ---------------------------------------------------------------------------------- VCR Professional, Portable (NTSC) Panasonic AG-5700 1 S-VHS Composite / S-Video / Stereo Audio S/N J3TB00707 ---------------------------------------------------------------------------------- VCR Prosumer, multiformat (NTSC/PAL/SECAM) Panaxxxxx XX-X0 1 VHS 2x Composite / Stereo Audio S/N 16TC00135 ---------------------------------------------------------------------------------- VTR Professional, BetacamSP, ...
DEVELOPMENT ASSETS. Section 3.13 of the Disclosure Schedule sets forth a true and correct list of all Development Shopping Centers, Development Plans, and the Development Contracts in effect as of the applicable Project Effective Date with respect thereto, including any change orders, amendments or modifications thereto. On November 12, 2014, Seller delivered to Buyer the budgeted Development Costs to complete each of the Shopping Centers on and after the applicable Project Effective Date, which included the Baseline Cost-to-Complete Budget. The Baseline Cost-to-Complete Budget is based on Contracts that were in effect as of the applicable Project Effective Date and where no such Contract existed, Seller’s good faith budget with respect to such Development Costs, and takes into account the Development Plans, Development Contracts and all conditions known to Seller.
DEVELOPMENT ASSETS. (a) Subject to any prior payment or reimbursement of Development Costs and to Section 5.10(b), Seller covenants to promptly pay when due or upon demand by Buyer (if otherwise due and payable at the time of such demand) all Development Costs arising on or before December 31, 2014, whether or not such Development Costs are reflected in the Baseline Cost-to-Complete Budget, including Pre-Closing Cost Overruns. Prior to the date hereof, Buyer has received and approved the Development Plans and acknowledges and agrees that Seller has engaged Persons to effectuate the Development Plans pursuant to the Development Contracts (such Persons, the “Contractors”). Except with respect to Pre-Closing Cost Overruns, Buyer further acknowledges and agrees that Buyer shall be solely responsible for, and is acquiring the Development Assets subject to compliance with and completion of all obligations with respect to the Development Plans at its sole cost and expense. Buyer shall have the right, at its sole cost and expense, to enforce, or seek enforcement of, the Warranties under the Development Contract of such Contractor to correct or remedy any construction defects or other work performed by such Contractor that is not found to be in accordance with its Development Contract and/or the Development Plans (collectively, the “Development Defects”). Accordingly, Buyer hereby acknowledges and agrees that Seller shall have no obligation to remedy or correct, or to cause to be remedied or corrected, any Development Defects from such Contractor, or to pay for the cost of the remedy or correct any Development Defects of such Contractor, and Buyer hereby forever and fully waives and releases any right to make claim upon Seller for the same. Notwithstanding the foregoing, Seller shall retain the right to pursue any Contractor for amounts Seller may be entitled to recover from such Contractor and which relate to any indemnity obligation Seller may have to Buyer hereunder. Buyer further acknowledges and agrees that Buyer shall be solely responsible for payment of Development Costs after December 31, 2014, unless subject to the Cost-to-Complete Purchase Price Adjustment pursuant to Section 2.7 or attributable to Pre-Closing Cost Overruns.
(b) From the Cut-Off Time through December 31, 2014, Buyer shall not enter into any revision, amendment, modification or other change to the Development Plans that increases the aggregate Development Costs beyond those in the Baseline Cost-to-Complete Bu...
