Development Transition. The Parties shall cooperate in the Development Transition described herein and in the transfer of any information and Know-How necessary for BMX to assume the development of the VIDAS Products. The parties have agreed upon a work plan which will provide for the transition of product development activities (hereafter the "Development Transition") from GP to BMX. It is the Parties' intent that the Development Transition work plan, a copy of which is attached as Exhibit D and incorporated herein by reference, shall provide for the transfer from GP to BMX of any knowledge, records, procedures, work instructions, formulations, and Know-How, necessary for the development of the VIDAS Products or in carrying out the tasks as previously performed by GP under the working relationship established between BMX and GP under the VIDAS Agreement. Know-How and other information regarding such activities disclosed by GP to BMX pursuant hereto may be used only in accordance with the rights granted under this Agreement. It is the Parties' intent that the Development Transition work plan shall also provide for the reasonable availability of GP personnel and support by GP in the event needed to ensure compliance with regulatory requirements or the orderly transfer of any development work to BMX, to the extent that such support can only reasonably be provided by Gen-Probe within the time-frame contemplated in the Development Transition work plan. Except as otherwise stated herein, it is the Parties' intent that GP's obligations in connection with the Development Transition shall terminate as of December 30, 2000 and the work plan shall reflect such termination date. Neither GP nor BMX shall have any responsibility with respect to the development of the VIDAS Products except as set forth in this Agreement and in the Development Transition work plan. GP shall be compensated by BMX for GP's activities during the Development Transition pursuant to the work plan, as set forth in Section 6.3, below.
Development Transition. Following Virobay’s completion of the Phase 1 b/2a Clinical Trial under the Development Plan, the Parties will discuss whether XXX will assume responsibility for Development or whether Virobay will continue Development under an THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. amended Development Plan, subject to LEO’s reimbursement of costs incurred in accordance with the amended Development Plan. If the Parties agree that XXX will assume responsibility for Development (or if the Parties fail to mutually agree that Virobay will continue Development), then Virobay will transfer to XXX all Virobay Know-How not previously provided to XXX, including all pre-clinical and clinical data and reports, according to a process and timeline overseen by the JSC, and, for a three-month period, will provide reasonable assistance to XXX, at LEO’s cost, in LEO’s assumption of Development responsibility. If the Parties agree that Virobay will continue Development, then the Parties will amend the Development Plan to include the relevant activities and a budget therefor, and the transition activities under this Section 4.4 will occur upon the completion of all such activities by Virobay. The Parties intend that any such continued Development by Virobay under this Agreement will be in the U.S., and that XXX may concurrently conduct Development activities for Licensed Products outside the U.S. The JSC shall confirm the completion of all transition activities under this Section 4.4.
Development Transition. The Parties shall work together in good faith to adopt, and Optimer shall have the final decision-making power with respect to, a plan to wind-down any Development activities with respect to Products in the Territory in an orderly fashion or, at Optimer’s election, promptly transition such Development activities to Optimer or its designee, with due regard for patient safety and the rights of any subjects that are participants in any clinical trials of Products and take any actions it deems reasonably necessary or appropriate to avoid any human health or safety problems and in compliance with all Applicable Laws. Partner shall perform or cause to be performed its outstanding non-cancellable obligations with respect to Development of any Products that existed or accrued prior to the notice date of termination; provided, however, that in no case shall Partner be obligated to pursue such activities for a period exceeding […***…] after the date of notice of such termination.
Development Transition. MRI Interventions has requested, and Merge Healthcare has agreed, that the development currently performed by Merge Healthcare on the software for MRI Interventions’ ClearPoint® system (the “ClearPoint Solution”) be transitioned to MRI Interventions. Accordingly, Merge Healthcare hereby agrees to deliver to MRI Interventions (i) the current version (as of the Amendment Effective Date) of the ClearPoint application level source code, (ii) the source code for the following (the “Merge Source Code”): (x) [***]; (y) [***] used in the development of the ClearPoint Solution and that are part of the Merge Healthcare Software; and (z) other Merge Healthcare Software, if any, that has been integrated into the ClearPoint Solution, and (iii) electronic copies of design history and device master record files, data in the ClearPoint source repository database, data in the issue tracking system (JIRA), and ClearPoint case and phantom data, for use by MRI Interventions in its internal development and its commercialization and exploitation of the ClearPoint Solution, subject to the following terms and conditions:
Development Transition. The Parties shall work together in good faith to adopt, and Optimer shall have the final decision-making power with respect to, a plan to wind-down any Development activities with respect to Products in the terminated country in an orderly fashion or, at Optimer’s election, promptly transition such Development activities to Optimer or its designee, with due regard for patient safety and the rights of any subjects that are participants in any clinical trials of Products in that country and take any actions it deems reasonably necessary or appropriate to avoid any human health or safety problems and in compliance with all Applicable Laws in that country. Partner shall perform or cause to be performed its outstanding non-cancellable obligations with respect to Development of any Compounds and Products that existed or accrued in that country prior to the notice date of termination; provided, however, that in no case shall Partner be obligated to pursue such activities for a period exceeding [...***...] after the date of notice of such termination.
Development Transition. The Parties shall work together in good faith to adopt, and Optimer shall have the final decision-making power with respect to, a plan to wind-down any Development activities with respect to the terminated Products in the Territory in an orderly fashion or, at Optimer’s election, promptly transition such Development activities to Optimer or its designee, with due regard for patient safety and the rights of any subjects that are participants in any clinical trials of Products and take any actions it deems reasonably necessary or appropriate to avoid any human health or safety problems and in compliance with all Applicable Laws. Partner shall perform or cause to be performed its outstanding non-cancellable obligations with respect to Development of any Compounds and Products that existed or accrued prior to the notice date of termination; provided, however, that in no case shall Partner be obligated to pursue such activities for a period exceeding [...***...] after the date of notice of such termination. *** Confidential Treatment Requested
