Common use of Other Tests Clause in Contracts

Other Tests. Abbott hereby grants to NeoGenomics a first right to develop two (2) additional LDTs using Abbott ASRs, other Xxxxxx products and/or Abbott Intellectual Property relating to the disease states identified in Exhibit G (each, an “Additional Test”). NeoGenomics will notify Xxxxxx in writing within ninety (90) days after the Effective Date if it elects to commence negotiations relating to the first Additional Test described in Exhibit G (the “Initial Decision Period”). Xxxxxx will notify NeoGenomics in writing when Xxxxxx believes that its products or intellectual property relating to other potential Additional Tests are ready to be commercialized, which notice will describe the applicable products and/or intellectual property in reasonable detail; provided, that Xxxxxx will not deliver such notice to NeoGenomics prior to the earlier of June 30, 2010, or the date which is thirty (30) days after the parties have executed a Subsequent Development Agreement (as defined below) regarding the first Additional Test described in Exhibit G. If NeoGenomics elects to commence negotiations relating to an Additional Test other than the first Additional Test described in Exhibit G, it will so notify Xxxxxx in writing within thirty (30) days after its receipt of notice from Xxxxxx relating to such Additional Test (the “Additional Decision Period” and together with the Initial Decision Period, each a “Decision Period”). Subject to the terms hereof, until the expiration of both the applicable Decision Period and Negotiation Period with respect to an Additional Test, Xxxxxx shall not pursue negotiations with, nor negotiate with or furnish information regarding such Additional Test to any Third Party (except academic collaborators for research purposes). Each date on which NeoGenomics provides written notice of its desire to commence negotiations regarding an Additional Test is referred to herein as a “Commencement Date.” For a period of ninety (90) days following a Commencement Date (an “Initial Negotiation Period”), the parties will negotiate exclusively and in good faith to enter into a definitive agreement (a “Subsequent Development Agreement”) providing for the development and commercialization of the applicable Additional Test; provided, however, that neither party will be obligated to enter into such a Subsequent Development Agreement except on mutually acceptable terms and conditions. The parties intend and agree that each Subsequent Development Agreement shall be negotiated in good faith based upon the same guiding principles and economic models that were the basis for this Agreement, and each Subsequent Development Agreement will, to the extent applicable in light of the different products and intellectual property at issue, contain terms and conditions that are similar to the terms and conditions in this Agreement. If, for any reason, the parties do not execute a Subsequent Development Agreement for a particular Additional Test, the parties rights and obligations under this Section 9.5 shall continue with respect to the other Additional Tests. If the parties execute Subsequent Development Agreements relating to any two (2) of the Additional Tests, the parties’ respective rights and obligations under this Section 9.5 shall terminate with respect to the other Additional Tests. If NeoGenomics does not notify Xxxxxx of its election to commence negotiations for an Additional Test within the above thirty (30) day or ninety (90) day period, as applicable, Xxxxxx will be free to enter into one or more agreements with one or more Third Parties regarding the development and commercialization of such Additional Test. If the parties do not execute a Subsequent Development Agreement within ninety (90) days after the Commencement Date for an Additional Test, the matter will be escalated to the President of NeoGenomics (currently Xxxxxx Xxxxxxxxx) and the President of Xxxxxx (currently Xxxxxxxx X’Xxxxx) for resolution, and such individuals shall have an additional fifteen (15) days (the “Escalated Negotiation Period”) in which to negotiate in good faith the terms of such Subsequent Development Agreement. If such individuals are unable to agree upon the terms of such Subsequent Development Agreement within such additional fifteen (15) day period, Xxxxxx will be free to enter into one or more agreements with one or more Third Parties regarding the development and commercialization of the applicable Additional Test, and NeoGenomics will have no further rights with respect thereto.

Other Tests. Abbott hereby grants to NeoGenomics a first right to develop two (2) additional LDTs using Abbott ASRs, other Xxxxxx Axxxxx products and/or Abbott Intellectual Property relating to the disease states identified in Exhibit G (each, an “Additional Test”). NeoGenomics will notify Xxxxxx Axxxxx in writing within ninety (90) days after the Effective Date if it elects to commence negotiations relating to the first Additional Test described in Exhibit G (the “Initial Decision Period”). Xxxxxx Axxxxx will notify NeoGenomics in writing when Xxxxxx Axxxxx believes that its products or intellectual property relating to other potential Additional Tests are ready to be commercialized, which notice will describe the applicable products and/or intellectual property in reasonable detail; provided, that Xxxxxx Axxxxx will not deliver such notice to NeoGenomics prior to the earlier of June 30, 2010, or the date which is thirty (30) days after the parties have executed a Subsequent Development Agreement (as defined below) regarding the first Additional Test described in Exhibit G. If NeoGenomics elects to commence negotiations relating to an Additional Test other than the first Additional Test described in Exhibit G, it will so notify Xxxxxx Axxxxx in writing within thirty (30) days after its receipt of notice from Xxxxxx Axxxxx relating to such Additional Test (the “Additional Decision Period” and together with the Initial Decision Period, each a “Decision Period”). Subject to the terms hereof, until the expiration of both the applicable Decision Period and Negotiation Period with respect to an Additional Test, Xxxxxx Axxxxx shall not pursue negotiations with, nor negotiate with or furnish information regarding such Additional Test to any Third Party (except academic collaborators for research purposes). Each date on which NeoGenomics provides written notice of its desire to commence negotiations regarding an Additional Test is referred to herein as a “Commencement Date.” For a period of ninety (90) days following a Commencement Date (an “Initial Negotiation Period”), the parties will negotiate exclusively and in good faith to enter into a definitive agreement (a “Subsequent Development Agreement”) providing for the development and commercialization of the applicable Additional Test; provided, however, that neither party will be obligated to enter into such a Subsequent Development Agreement except on mutually acceptable terms and conditions. The parties intend and agree that each Subsequent Development Agreement shall be negotiated in good faith based upon the same guiding principles and economic models that were the basis for this Agreement, and each Subsequent Development Agreement will, to the extent applicable in light of the different products and intellectual property at issue, contain terms and conditions that are similar to the terms and conditions in this Agreement. If, for any reason, the parties do not execute a Subsequent Development Agreement for a particular Additional Test, the parties rights and obligations under this Section 9.5 shall continue with respect to the other Additional Tests. If the parties execute Subsequent Development Agreements relating to any two (2) of the Additional Tests, the parties’ respective rights and obligations under this Section 9.5 shall terminate with respect to the other Additional Tests. If NeoGenomics does not notify Xxxxxx Axxxxx of its election to commence negotiations for an Additional Test within the above thirty (30) day or ninety (90) day period, as applicable, Xxxxxx Axxxxx will be free to enter into one or more agreements with one or more Third Parties regarding the development and commercialization of such Additional Test. If the parties do not execute a Subsequent Development Agreement within ninety (90) days after the Commencement Date for an Additional Test, the matter will be escalated to the President of NeoGenomics (currently Xxxxxx Rxxxxx Xxxxxxxxx) and the President of Xxxxxx Axxxxx (currently Xxxxxxxx Sxxxxxxx X’Xxxxx) for resolution, and such individuals shall have an additional fifteen (15) days (the “Escalated Negotiation Period”) in which to negotiate in good faith the terms of such Subsequent Development Agreement. If such individuals are unable to agree upon the terms of such Subsequent Development Agreement within such additional fifteen (15) day period, Xxxxxx Axxxxx will be free to enter into one or more agreements with one or more Third Parties regarding the development and commercialization of the applicable Additional Test, and NeoGenomics will have no further rights with respect thereto.

Other Tests. Abbott hereby grants The Independent Engineer may require the Concessionaire to NeoGenomics carry out or cause to be carried additional Tests, in accordance with Good Industry Practice, for determining the compliance of the Project Highway with Specifications and Standards. Environmental audit: The Independent Engineer shall carry out a first right check to develop two determine conformity of the Project Highway with the environmental requirements set forth in Applicable Laws and Applicable Permits. Safety review: Safety audit of the Project Highway shall have been undertaken by the Safety Consultant as set forth in Schedule-L, and on the basis of such audit, the Independent Engineer shall determine conformity of the Project Highway with the provisions of this Agreement. Agency for conducting Tests All Tests set forth in this Schedule-I shall be conducted by the Independent Engineer or such other agency or person as it may specify in consultation with the Authority. Completion/Provisional Certificate Upon successful completion of Tests, the Independent Engineer shall issue the Completion Certificate or the Provisional Certificate, as the case may be, in accordance with the provisions of Article 14. SCHEDULE –J COMPLETION CERTIFICATE I, ……………………. (2) additional LDTs using Abbott ASRsName of the Independent Engineer), other Xxxxxx products and/or Abbott Intellectual Property relating to acting as Independent Engineer, under and in accordance with the disease states identified in Exhibit G (each, an “Additional Test”). NeoGenomics will notify Xxxxxx in writing within ninety (90) days after the Effective Date if it elects to commence negotiations relating to the first Additional Test described in Exhibit G Concession Agreement dated ………… (the “Initial Decision PeriodAgreement”), for [Six-Laning] of the ****section (km ** to km **) of National Highway No. Xxxxxx will notify NeoGenomics in writing when Xxxxxx believes that its products or intellectual property relating to other potential Additional Tests are ready to be commercialized, which notice will describe the applicable products and/or intellectual property in reasonable detail; provided, that Xxxxxx will not deliver such notice to NeoGenomics prior to the earlier of June 30, 2010, or the date which is thirty (30) days after the parties have executed a Subsequent Development Agreement (as defined below) regarding the first Additional Test described in Exhibit G. If NeoGenomics elects to commence negotiations relating to an Additional Test other than the first Additional Test described in Exhibit G, it will so notify Xxxxxx in writing within thirty (30) days after its receipt of notice from Xxxxxx relating to such Additional Test *** (the “Additional Decision Period” Project Highway”) on design, build, finance, operate and together transfer (DBFOT) basis, through (Name of Concessionaire), hereby certify that the Tests specified in Article 14 and Schedule-I of the Agreement have been successfully undertaken to determine compliance of the Project Highway with the Initial Decision Periodprovisions of the Agreement, each a and I am satisfied that the Project Highway can be safely and reliably placed in commercial service of the Users thereof. It is certified that, in terms of the aforesaid Agreement, all works forming part of [Six-Laning] have been completed, and the Project Highway is hereby declared fit for entry into commercial operation on this the ……… day of ……… 20….. SIGNED, SEALED AND DELIVERED For and on behalf of the INDEPENDENT ENGINEER by: (Name) (Designation) (Address) PROVISIONAL CERTIFICATE I, …………………… (Name of the Independent Engineer), acting as Independent Engineer, under and in accordance with the Concession Agreement dated (the “Decision Period”). Subject to the terms hereof, until the expiration of both the applicable Decision Period and Negotiation Period with respect to an Additional Test, Xxxxxx shall not pursue negotiations with, nor negotiate with or furnish information regarding such Additional Test to any Third Party (except academic collaborators for research purposes). Each date on which NeoGenomics provides written notice of its desire to commence negotiations regarding an Additional Test is referred to herein as a “Commencement Date.” For a period of ninety (90) days following a Commencement Date (an “Initial Negotiation PeriodAgreement”), the parties will negotiate exclusively and in good faith to enter into a definitive agreement (a “Subsequent Development Agreement”) providing for the development and commercialization [[Six-Laning]] of the applicable Additional Test; provided, however, that neither party will be obligated ****section (km ** to enter into such a Subsequent Development Agreement except on mutually acceptable terms and conditions. The parties intend and agree that each Subsequent Development Agreement shall be negotiated in good faith based upon the same guiding principles and economic models that were the basis for this Agreement, and each Subsequent Development Agreement will, to the extent applicable in light of the different products and intellectual property at issue, contain terms and conditions that are similar to the terms and conditions in this Agreement. If, for any reason, the parties do not execute a Subsequent Development Agreement for a particular Additional Test, the parties rights and obligations under this Section 9.5 shall continue with respect to the other Additional Tests. If the parties execute Subsequent Development Agreements relating to any two (2km **) of the Additional Tests, the parties’ respective rights and obligations under this Section 9.5 shall terminate with respect to the other Additional TestsNational Highway No. If NeoGenomics does not notify Xxxxxx of its election to commence negotiations for an Additional Test within the above thirty (30) day or ninety (90) day period, as applicable, Xxxxxx will be free to enter into one or more agreements with one or more Third Parties regarding the development and commercialization of such Additional Test. If the parties do not execute a Subsequent Development Agreement within ninety (90) days after the Commencement Date for an Additional Test, the matter will be escalated to the President of NeoGenomics (currently Xxxxxx Xxxxxxxxx) and the President of Xxxxxx (currently Xxxxxxxx X’Xxxxx) for resolution, and such individuals shall have an additional fifteen (15) days *** (the “Escalated Negotiation PeriodProject Highway”) on design, build, finance, operate and transfer (DBFOT) basis through (Name of Concessionaire), hereby certify that the Tests specified in which Article 14 and Schedule-I of the Agreement have been undertaken to negotiate determine compliance of the Project Highway with the provisions of the Agreement. Construction Works that were found to be incomplete and/or deficient have been specified in good faith the Punch List appended hereto, and the Concessionaire has agreed and accepted that it shall complete and/or rectify all such works in the time and manner set forth in the Agreement. (Some of the incomplete works have been delayed as a result of reasons attributable to the Authority or due to Force Majeure and the Provisional Certificate cannot be withheld on this account. Though the remaining incomplete works have been delayed as a result of reasons attributable to the Concessionaire,)@ I am satisfied that having regard to the nature and extent of such incomplete works, it would not be prudent to withhold commercial operation of the Project Highway, pending completion thereof. In view of the foregoing, I am satisfied that the Project Highway can be safely and reliably placed in commercial service of the Users thereof, and in terms of such Subsequent Development the Agreement, the Project Highway is hereby provisionally declared fit for entry into commercial operation on this the ………… day of ……….. 20…... ACCEPTED, SIGNED, SEALED SIGNED, SEALED AND AND DELIVERED DELIVERED For and on behalf of For and on behalf of CONCESSIONAIRE by: INDEPENDENT ENGINEER by: (Signature) (Signature) (Name and Designation) (Name and Designation) (Address) (Address) . If such individuals are unable to agree upon the terms of such Subsequent Development Agreement within such additional fifteen (15) day period, Xxxxxx will be free to enter into one or more agreements with one or more Third Parties regarding the development and commercialization of the applicable Additional Test, and NeoGenomics will have no further rights with respect thereto.SCHEDULE –K