Other Product Improvements Clause Samples

Other Product Improvements. Either Party may at any time submit to the Steering Committee a written proposal for development of Product Improvements in the Field (other than set forth in Section 6.8.1) that might have the effect, if successfully developed and implemented, of causing a material change in the fully-burdened costs and expenses associated with the manufacture, procurement, testing, supply and delivery of Finished Product. Such proposal shall contain information supporting the rationale for such development as well as an estimated development timeline and an estimate of the cost of such development. The Steering Committee shall evaluate the proposed Improvement and shall evaluate whether such development should be conducted by Schering. If any such Improvement is approved by the Steering Committee, (i) the Steering Committee shall promptly determine a development plan and budget for development of such Improvement; and (ii) each Party shall be responsible for [*] of the development costs associated with such Improvement and set forth in such budget. If any such Improvement is not approved by the Steering Committee, and only Schering wishes to develop such Improvement, then Schering may conduct the development thereof, provided that the costs and expenses associated with the development of such Improvement shall be solely the responsibility of Schering and Licensee shall not have any rights to such Improvement unless Licensee elects to reimburse Schering for [*]of the associated development costs. If any such Improvement is not approved by the Steering Committee, and only Licensee wishes to have such Improvement developed by Schering, Licensee may ask Schering to do so and provided that (i) Schering, at its own discretion, agrees to conduct such development and (ii) the costs and expenses associated with the development of such Improvement shall be solely the responsibility of Licensee, Schering shall not have any rights to such Improvement unless Schering elects to reimburse Licensee for [*] of the associated development costs.