Development Work. The Support Standards do not include development work either (i) on software not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Solutions, except such work as may be specifically purchased and outlined in Exhibit 1. CentralSquare retains all Intellectual Property Rights in development work performed and Customer may request consulting and development work from CentralSquare as a separate billable service.
Development Work. 2.1 Details of the development are set forth in the SOW. Design requirements may be changed by mutual written agreement of the Parties; however, Customer understands and agrees that such changes may result in additional charges.
2.2 The development shall be completed when Customer notifies TAEC that the Prototype received by Customer meets the Specifications, when Customer executes the Prototype Approval Signoff.
2.3 If the Prototypes do not conform to the agreed specification and TAEC agrees that the nonconformance is due to TAEC’s error, TAEC will make all commercially-reasonable efforts to expedite delivery of conforming Prototypes.
2.4 If Customer requests any modifications to the Specifications, TAEC agrees to complete the modification as soon as is reasonably practicable after TAEC has agreed to the modification. For the avoidance of doubt, the parties expressly agree that TAEC shall have no obligation to commence a modification unless and until the parties have agreed on adjustments in schedule, costs, or other applicable provisions.
2.5 If TAEC assembles and manufactures any goods at Customer’s request before Customer has issued its written approval via Prototype Approval Signoff, Customer understands and agrees that they will be done on a Risk Production order basis, with Customer responsible for all assembly and production costs.
2.6 Products will be tested to the developed test program resulting from the simulation database. Changes to the test program after sample or production initiation may result in production lead-time delays.
2.7 Each delivery of Products shall be initiated by Customer’s written or electronic notification that a Purchase Order (“Purchase Order”) will be forthcoming. Customer shall send a written Purchase Order to TAEC within five (5) working days of the verbal notice. Each Purchase Order shall identify the Products ordered; indicate the requested quantity and a mutually agreed upon price; and specify the requested delivery date.
2.8 Design initiation shall commence when Customer issues a Purchase Order for the NRE charge. The Purchase Order shall refer to the applicable DPA, and shall include the words: “This Purchase Order represents acceptance of the terms and conditions in the Design And Production Agreement between the issuer and Toshiba America Electronic Components, Inc.”
2.9 TAEC shall supply Products to Customer based on production Purchase Orders that support a six (6) month rolling forecast.
Development Work. Do, or cause to be done, such development and other work as may be reasonably necessary to protect from diminution and production capacity of the Mortgaged Property and each producing well thereon.
Development Work. 4.1 The Company shall undertake the Development Work from the Commencement Date for the Contract Period, in accordance with the provisions of Schedule 1 and shall use its reasonable endeavours to complete the performance of the Development Work pursuant to the timelines set out in Schedule 1 or as otherwise agreed in writing between the parties.
4.2 The Development Work shall be subject to amendment in accordance with clause 22 as may be agreed in writing by the parties, including but not limited to as a result of collaboration undertaken pursuant to clause 4.6, and each party shall consider in good faith any reasonable amendments proposed by the other party from time to time during the term of this Agreement.
4.3 For the avoidance of doubt, the Approved Costs provided for in Schedule 2 to be paid by the Hospital shall not be increased as a result of any amendments to the Development Work provided under this Agreement.
4.4 The Company shall at all times during the period of this Agreement use all reasonable care and skill in connection with the performance of the Development Work and perform its obligations in accordance with the provisions of clause 16 (Ethics and Compliance).
4.5 It is a condition for receipt of the funding from the Hospital that, in the performance of the Development Work, the Company:
4.5.1 collaborates with clinicians and other members of NHS staff to ensure that the outcome of the Project meets the needs of the NHS; and
4.5.2 collaborates with health economists appointed by the Agent at such location and at such times as directed by the Agent.
4.6 A representative from the Company engaged in the Development Work shall meet once per 3 months with the Agent to discuss the progress of the Project. The Company shall be obliged to take into account the opinion of clinical feedback referred to in clause 4.5 in its research development and where reasonable make changes to the focus of the Development Work should the parties agree it.
4.7 In the event of a failure by the Company to comply with its obligations under clauses 3.4, 4.5 and 4.6 above, the Hospital may in its discretion and/or at the direction of the Agent, terminate this Agreement and give notice to the Company requiring repayment by the Company of some or all of the Approved Costs paid to the Company up until the date of receipt of such notice.
Development Work. Seller, at Seller’s sole cost, shall fully complete the Development Work in a good and workmanlike manner and in accordance with this Agreement. As used herein, the “Development Work” means all work necessary to fully develop and improve the Subdivision (to the extent required to serve the Lots) and the Lots in accordance with the Development Plans, the Development Scope and Specifications and all Governmental Requirements, with the Lots being “finished” building sites ready for the immediate issuance of building permits (subject only to Buyer’s obligation to provide final grading of the Lots, Seller’s Post Completion Work and Buyer to make payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.
Development Work. Licensee shall be responsible for all reasonable expenses which may be incurred in connection with regulatory filings and pre-clinical and clinical studies in support of market approval for the Licensed Products. Licensee shall use commercially reasonably efforts to carry out such pre-clinical and clinical studies or tests in substantial accordance with the Development Plan or any amendment thereto.
Development Work. All work and activities in connection with the development of the Project, including, without limitation, all planning, designing, acquiring (by purchase or otherwise), mitigating impacts, constructing, installing, investigating, cost monitoring and control activities, negotiating and administering contracts, purchasing, environmental monitoring, scheduling, protecting, erecting, supervising, expediting inspecting, testing and training activities, recruitment and training of technical, operational and administrative personnel, insuring, accounting, budgeting, public information services and activities, services of consultants and legal counsel, preparing of manuals and reports, and activities relating to securing requisite actions, permits, licenses, approvals and certificates from governmental agencies and authorities.
Development Work. 4.1 During the OPTION PERIOD, TRIANGLE shall diligently conduct DEVELOPMENT WORK in TERRITORY. Before commencement of DEVELOPMENT WORK, a protocol including timetable of DEVELOPMENT WORK shall be submitted in writing by TRIANGLE to MITSUBISHI and shall be approved by MITSUBISHI which approval shall not be unreasonably withheld. TRIANGLE may appoint as a Contract Research Organization a third party who shall be approved by MITSUBISHI in advance which approval shall not be unreasonably withheld (hereinafter referred to as "AUTHORIZED CRO") to perform DEVELOPMENT WORK. Upon request of MITSUBISHI before its approval, TRIANGLE shall disclose to MITSUBISHI the contents of a contract to be executed with a potential AUTHORIZED CRO and shall properly consider such comments as MITSUBISHI may make. Notwithstanding the foregoing, TRIANGLE shall file by itself IND and CTX and contact the relevant governmental agencies. TRIANGLE shall consult with MITSUBISHI in determining the expected efficacy and safety level in the Phase I and Phase IIa studies as set forth in Appendix A.
4.2 MITSUBISHI agrees to bear the out-of-pocket costs incurred by TRIANGLE in engaging AUTHORIZED CRO to perform DEVELOPMENT WORK in accordance with the approved protocol. MITSUBISHI shall pay to TRIANGLE such costs within thirty (30) days from presentation by TRIANGLE of each invoice for such work provided that MITSUBISHI's payment of such costs shall not exceed One Million Six Hundred Thousand U.S. Dollars ($1,600,000) in total. TRIANGLE agrees to bear any other costs and expenses incurred by it in connection with performance of DEVELOPMENT WORK.
4.3 MITSUBISHI shall supply TRIANGLE, without charge, with amounts of BULK MATERIAL or clinical trial material as reasonably demonstrated by TRIANGLE to be necessary for DEVELOPMENT WORK. BULK MATERIAL or clinical trial material supplied by MITSUBISHI shall meet the specifications to be mutually agreed upon. In the event that a lot of BULK MATERIAL or clinical trial material supplied by MITSUBISHI does not meet such specifications, TRIANGLE shall so notify MITSUBISHI within thirty (30) days from the receipt of such BULK MATERIAL or clinical trial material and return it to MITSUBISHI with documentation of the failure to meet specifications. MITSUBISHI shall replace such defective BULK MATERIAL or clinical trial material and pay for all shipping costs for such defective BULK MATERIAL or clinical trial material.
4.4 TRIANGLE shall give MITSUBISHI written rep...
Development Work. The Support Standards do not include development work either (i) on software not licensed from Superion or (ii) development work for enhancements or features that are outside the documented functionality of the Superion Solutions, except such work as may be specifically purchased and outlined in Exhibit 1. Superion retains all Intellectual Property Rights in development work performed and Customer may request consulting and development work from Superion as a separate billable service.
Development Work. In accordance with the Development Plan, LICENSEE, its Affiliates and its sublicensees shall, at their own expense, use Commercially Reasonable Efforts to conduct the Development Work and shall pursue Registrations for the Product in the Field in the LICENSEE Territory, including the preparation and filing of regulatory submissions. In conducting the Development Work, LICENSEE and/or its Affiliates or sublicensees may utilize FORENAP for support in conducting the Development Work which shall include the services set forth in the Services Agreement dated June 25, 2007 between LICENSEE and FORENAP, a copy of which is attached as Schedule 4.1.1 (hereinafter referred to as “Services Agreement”). Further, LICENSEE may subcontract portions of the Development Work to any other Third Party having enough knowledge, experience and capability for pre-clinical and/or Clinical Studies; provided, however, that such subcontracted Third Party shall be subject to an agreement with LICENSEE consistent with the confidentiality obligations in accordance with Article 8 below. LICENSEE shall be responsible for the Development Work to be performed by FORENAP and any other subcontracted Third Party.
