Development Materials. The Parties acknowledge that, as of the Effective Date, Cyclerion is in the physical possession of that inventory of [***] (collectively, [***] the “Development Materials”), in each case, as set forth on Schedule 11.1(u). Promptly after the Effective Date and pursuant to the terms of the Supply Agreement, Cyclerion shall supply Akebia with all Development Materials that Cyclerion controls, including those materials in the possession of Cyclerion’s Third Party contract manufacturers, and that are listed on Schedule 11.1(u), at no cost to Akebia, and Cyclerion shall transfer title to Akebia to all such Development Materials in accordance with the terms of the Supply Agreement. Cyclerion hereby agrees to manage any storage, handling, and shipment of such inventory in accordance with Akebia’s reasonable written directions and, as applicable, the terms of the Supply Agreement, including by transferring such Development Materials to Akebia or its designee at Akebia’s direction.
Development Materials. With respect to Know-How that consists of Development Materials, each Party may provide to the other Party Development Materials Controlled by the supplying Party for use by the other Party in furtherance of the Programs. Except as otherwise provided under this Agreement or explicitly authorized in writing by the supplying Party, all such Development Materials delivered to the receiving Party shall remain the sole property of the supplying Party, shall be used only in furtherance of the applicable Program and solely under the control of the receiving Party and shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party. The Development Materials supplied under this Section 2.16.2 must be used with prudence and appropriate caution in any experimental work, since not all their characteristics may be known; however, the supplying Party shall notify the receiving Party of any health hazards of which it is or becomes aware relating to the use or handling of the Development Materials. THE DEVELOPMENT MATERIALS ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, OR SAVE AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, ANY WARRANTY THAT THE USE OF THE DEVELOPMENT MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.
Development Materials. Producer will develop a detailed treatment for the Series that includes a breakdown of one (1) full episode, a production schedule and a proposed budget for the Series, and casting options for the Series, including three (3) or more celebrities/personalities with a sincere interest to participate in the Series. The Development Materials will be delivered to CNN within twelve (12) weeks of the Effective Date. Producer also agrees to attend a meeting at a mutually approved time with CNN at CNN’s New York offices to discuss the Development Materials, at which Xxxxxxx Xxxxxx and Xxxxxx XxXxxxxxxx will be present. Producer’s services and the results and proceeds thereof (including, without limitation, the Development Materials), are and shall constitute a “work made for hire” for CNN.
Development Materials. As described in Section 10.1(b) hereof.
Development Materials. No later than three (3) business days following the Effective Date, Seller shall deliver to Purchaser the following items (the "Development Materials") concerning the Real Property for Purchaser's inspection and copying, but only to the extent such items are in the actual possession of, under the control of, or reasonably accessible to, Seller or its managing agent(s) or have not previously been delivered to Purchaser:
(i) true, correct and complete copies of the Leases, Contracts and Licenses;
(ii) soils reports and environmental reports prepared for Seller and relating to the Real Property;
(iii) written notices (if any) from any governmental entity or agency and pertaining to current violations of the Real Property with applicable environmental or other laws;
(iv) existing title insurance policy and survey covering the Real Property;
(v) true, correct and complete copies of operating and financial statements for the Real Property for the most recent three (3) full fiscal years;
(vi) the Ground Lease;
(vii) real estate tax bills for the Real Property and personal property tax bills, if any, for the Personal Property for the most recent three (3) full fiscal tax years, together with any correspondence received from the tax assessor relative to changed assessments for the Real Property and Personal Property for the 1999 or 2000 fiscal tax years;
(viii) certificates of occupancy for the Real Property;
(ix) any plans and specifications for the buildings and other improvements comprising the Real Property, including any existing development plans or subdivision plans affecting any portion of the Real Property; and
Development Materials. 6.1 Development Materials shall be the exclusive property of Novartis at all times. The GenVec shall have no rights herein.
6.2 GenVec shall bear all risks of loss of and damage to the Development Materials, until they are delivered to Novartis in accordance with this Agreement, at which time such risk shall pass to Novartis.
6.3 GenVec shall not use or analyse any Development Materials, or transfer any such Development Materials to any third party, for any purpose other than the performance of its obligations under this Agreement in accordance with its terms.
Development Materials. Should this Agreement be terminated for any reason other than a default by Seller (and except as otherwise provided in Section 12.2): (i) Purchaser shall assign to Seller to the extent freely assignable at no cost to Purchaser, without warranty or representation, Purchaser’s rights, if any, in and to all maps, studies, environmental reports, civil and soil engineering reports, architectural drawings, site plans, plans and specifications related to the Purchaser’s Intended Development, and all written civil, utility or demolition plans (including without limitation so-called CADD drawings) prepared by any architect, engineer and other principal consultants and professionals who were engaged directly by Purchaser, and all Purchaser Submittals (collectively, the “Development Materials”), and (ii) such Development Materials shall be delivered to Seller pursuant to this Section 9.1(e) without representation or warranty of any kind by Purchaser except that they are complete copies of what Purchaser received. Purchaser shall be required to pay such architects, engineers, and other principal consultants and professionals who were engaged directly by Purchaser in full for the work performed. Purchaser shall not be required to furnish Seller with copies of any corporate documents, business plans, documents protected by the attorney-client privilege, the work product doctrine, or other confidential and proprietary information. The covenants hereunder shall be included as Surviving Obligations.
Development Materials. Producer shall prepare and deliver to HBO for HBO's approval in its sole discretion:
(a) a treatment;
(b) a budget; and
(c) selects. (collectively, the "Development Materials") for an original television program (an original television pilot) of approximately sixty (60) minutes in length based on the captioned project (the "Program"), and for the option set forth in Paragraph 4, below. The Program shall focus on Bennx Xxxx, Xxinxxxx Xxxxxx xxx Pam Xxxxxx, xxree televangilists who claim to have divine powers to heal the sick. Their ministries are followed by thousands of people all over the world and in some cases, according to medical doctors, people are miraculously being healed.
Development Materials. The Parties agree that (i) to the extent that a Party would otherwise be required to transfer to the other Party Materials that are [***] [Confidential Treatment Required]for the other Party to conduct its Development activities under this Agreement, the transfer of such Materials shall be at the discretion of the transferring Party; (ii) any Materials provided by one Party to the other Party pursuant to this Agreement and any Material produced against or with, or otherwise derived from, such Materials shall be used solely for the Development activities as provided in the Development Plan or the plan for Independent Indications referred to in Article 8.3(a), and in material compliance with all Applicable Law and, except as agreed by the Parties, Materials provided to one Party by the other shall not be made available to any Third Party by the receiving Party without the prior written consent of the providing Party [***] [Confidential Treatment Required]; (iii) any Materials provided by one Party to the other Party pursuant to this Agreement are provided without any warranties, express or implied; and (iv) all right, title and interest in and to any Materials provided by one Party to the other Party pursuant to this Agreement, including any replication, copy or progeny thereof, shall be, and remain, vested in such providing Party. Any Dispute in relation to this Article 4.10 shall be resolved by the Collaboration Committee and if the Collaboration Committee is unable to resolve such Dispute, the Dispute shall be decided under the provisions of Article 15 ([***] [Confidential Treatment Required]).
Development Materials. As described in Section 10. 1(b) hereof.
