Development Terms a. Biosense shall deliver the Software Script that complies according to the specifications and schedule set forth in Appendix A (“Development Work”) in Object Code. Biosense shall deliver to EPMD the Software Script in Object Code in electronic format, and all related documentation necessary to embed it in the EPMD Module, along with any necessary enabling mechanisms (such as key-stroke instructions to enable the Interface to operate in accordance with the specifications in Appendix A) which shall be subject to the license set forth in Section 3(a) below. Biosense shall use its commercially reasonable efforts to deliver the Software Script in Object Code, Programming Interface Manual and such enabling mechanisms in substantial accordance with the schedule set forth in Appendix A. The Development Work is NOT a work for hire and all right, title and interest in the Development Work shall belong to Biosense.
b. EPMD shall be responsible for the development of the WorkMate System and related software, EPMD Module, and the Interface Kit, including all costs of development, to enable the interfacing of the WorkMate System with the CARTO™ XP System in accordance with the Specifications set forth in Appendix A.
c. Biosense warrants that it will perform the Development Work in a professional and workmanlike manner and that the Software Script when delivered will reasonably conform to the specifications of Appendix A. Biosense shall be responsible for developing the Biosense Module, Software Script and the CARTO™ XP System and related software, including all costs of development, to enable the interfacing of the WorkMate System with the CARTO™ XP System. BIOSENSE DISCLAIMS ANY AND ALL OTHER WARRANTIES, IMPLIED OR EXPRESS, WITH RESPECT TO THIS DEVELOPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL BIOSENSE’S LIABILITY INCLUDE ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF BIOSENSE HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE.
d. EPMD shall maintain the specifications of their respective components of the Interface Kit in accordance with Appendix A, and continue to make such functioning Interface Kit components commercially available, for all future versions of the WorkMate System and the CARTO™ XP System while this Agreement is valid. EPMD shall maintain the specifications of the port in its WorkMate System to which the Interface Hardware connects. Biosen...
Development Terms. The re-development of Lots 1 and 2, Third Addition is subject to the approvals including the conditions for the preliminary plat and planned unit development – development stage as approved by the City Council on June 20, 2022 and the conditions of the Final Plat and Final PUD approved by the City Council on July 18, 2022, which are attached in Exhibit B, and any other subsequent approvals required for this project.
Development Terms. During the Development Period, the parties may agree on additional formulations of products under the Forte Line (the “Additional Products”) (Pipeline Products and Additional Products may be hereinafter collectively referred to as the “Products”). In the event that the parties agree upon the specifications (“Additional Product Specifications”), costs, dates of partial or total completion and other terms and conditions of an Additional Product, they shall memorialize such understanding by completing and executing a Project Description in the form attached as Exhibit E (a “Project Description”), the terms of which shall be incorporated into and made a part of this Agreement. Buyer shall use commercially reasonable efforts to develop the Additional Product referenced in a Project Description. Allergan understands and acknowledges that the development of any particular Additional Product in accordance with the agreed-upon terms and Additional Product Specifications in the Project Description may not be feasible and that Buyer may change such terms and Additional Product. Specifications with Allergan’s written consent, which shall not be unreasonably withheld. Buyer will not be in breach of its obligations hereunder if its reasonable commercial efforts are not sufficient to successfully complete the development of any particular Additional Product Allergan agrees to use reasonable commercial efforts to assist Buyer in the continued development of Additional Products.
Development Terms. With regard to each Development under an SOW:
2.4.1 Each Party shall use commercially reasonable efforts to perform the activities and tasks set forth for such Party in such SOW and this Agreement.
2.4.2 Each Party shall provide and deliver, at their sole cost, such Contributions that are set forth to be delivered or provided by such Party to the other Party in such SOW. Otherwise, each Party is free to determine, in its sole discretion, whether and to what extent to deliver or provide any Contribution.
2.4.3 Each Party agrees to keep the other Party reasonably informed regarding activities and tasks undertaken by such Party in connection with such Development, including delivering periodic status and progress reports as agreed, including reporting any difficulties, problems or issues confronted or arising in connection with such Development or a Contribution in a timely manner and on a regular basis as set forth in this Agreement. Such reports shall be facilitated and delivered by the Parties’ respective Project Managers.
2.4.4 Each Party agrees to promptly disclose and provide to the other Party any documented software requirements and any documented software designs that are Created by such Party’s Personnel and comprise Developed Technology or include or use any Confidential Information of such other Party or any Affiliate of such other Party. Such disclosures shall be facilitated and delivered by the Parties’ respective Project Managers.
2.4.5 Each Party shall make commercially reasonable efforts to identify and resolve problems arising in connection with a Development.
2.4.6 To the extent applicable (as set forth in the applicable Development Plan or Specifications), each Party shall promptly, but in any event, within [***] (provided that such Party may extend such time as reasonably necessary) conduct testing, inspection, and review of any Contribution provided to such Party at the end of each Milestone, if any, for conformance with the applicable Specifications and other requirements under this Agreement and the applicable SOW and approve such Contribution or identify any non-conformance. Approval of such Contribution shall not be unreasonably withheld by such Party. The Development of each Integrated Product shall be complete only upon both Parties’ unconditional approval of each stage (which shall not be unreasonably withheld) in an express prior written statement of approval after all agreed changes have been made by each Party thereto in accord...
Development Terms. NTI will reserve all quantities of gangliosides prepared during the process development trials (regardless of quality) for transfer to BMS, except that NTI may retain such quantities of GM2 and GD2 as are necessary for the maintenance of standards, analytical methods and quality control. Excess quantities of ganglioside transferred to BMS hereunder will be used to assist BMS in refining analytical methods and developing specifications for the gangliosides. ----------------- [*] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission.
Development Terms. The development of this Plat and PUD are subject to the approvals including the conditions for the preliminary plat and planned unit development – development stage as approved by the City Council on March 15, 2021 and the conditions of the Final Plat and Final PUD approved by the City Council on June 7, 2021, which are attached in Exhibit A, and any other subsequent approvals required for this project.
Development Terms
