Request for development Sample Clauses
Request for development. If, from time to time during the currency of this Agreement, the VAR is of the genuine and reasonable view that the business offering and service provided to Customers will be materially enhanced by a specific upgrade of, or specific enhancement to, the Software or new software, the VAR will be entitled and obliged to deliver a written notice to WeBill (“Request Notice”) requesting WeBill to develop such upgrade or addition. On receipt of the Request Notice, WeBill shall:
9.1.1. decide, in its discretion, whether the request is for (i) a specific upgrade of, or specific enhancement to, the Software (“Software Upgrade”); or (ii) new software that is able to operate independently from the Software (“Software Addition”); and
9.1.2. be entitled, in its discretion, to elect to develop the Software Upgrade or Software Addition or to request a reputable third party selected by WeBill to develop the Software Upgrade or Software Addition.
Request for development. From time to time during the Term, Zomedica may request that Qorvo develop a specific Cartridge to perform a particular Assay (a “Cartridge Development Request”). In connection with each such Cartridge Development Request, Zomedica will provide to Qorvo, for the applicable Assay, the specifications for such Assay and the projected Cartridge volumes and market drivers over the upcoming five-year period (collectively for each Assay, the “Assay Information”).
(1) If, following Qorvo’s review of each Cartridge Development Request (including the applicable Assay Information), Qorvo believes that such requested Assay is technically feasible and that the projected volumes support development of a Cartridge for such Assay, then Qorvo will propose a Cartridge SOW that specifies the development activities to be performed by or on behalf of Qorvo to configure a Cartridge to perform such Assay and to test the Instrument for use with each such Cartridge.
(2) If Qorvo reasonably believes that a particular Assay requested by Zomedica is not technically feasible or that the projected volumes do not support development of a Cartridge for such Assay, then, in either case, Qorvo will notify Zomedica of the same within 30 days after receiving the Cartridge Development Request for such Assay (an “Assay Rejection Notice”) and both Parties will work in good faith to determine next steps; provided, however, that if Zomedica’s projected volumes for an Assay are equal to or greater than [*] Cartridges per calendar quarter, then Qorvo will have no right to issue an Assay Rejection Notice for such Assay solely on the basis that the projected volumes do not support development of a Cartridge for such Assay. Qorvo may alternatively propose amendments to the Cartridge Development Request for the Assay and if the Parties agree on such amendments, then Qorvo will develop the applicable Assay and no Assay Rejection Notice will be deemed to have been given and instead such Assay will count toward the Assay Development Obligation for the applicable year. If Qorvo provides an Assay Rejection Notice with regard to a Cartridge Development Request, then such Cartridge Development Request will count towards Zomedica’s fulfillment of the Assay Development Obligation if (a) the projected Cartridge volumes in such Cartridge Development Request are at least [*] cartridges per calendar quarter, and (b) the Proposed Assay Performance Requirements in such Cartridge Development Request require [*]. If Qo...
Request for development. (1) TearLab may, from time to time, request MiniFAB in writing to provide R&D Services to develop a New Product (Development Request).
(2) Subject to clause 8.2(4), if and when TearLab elects, in its discretion, to develop a Second Product, TearLab agrees that it will provide an opportunity for MiniFAB to provide the R&D Services with respect to the Second Product, as follows:
(a) TearLab shall provide a written Development Request for the Second Product pursuant to clauses 8.2(1) and 8.2(3);
(b) the parties shall discuss in good faith the anticipated activities under the Development Request and capabilities required to perform such activities;
(c) if MiniFAB does not wish to undertake to perform the applicable R&D Services for the Second Product, MiniFAB agrees to promptly notify TearLab in writing;
(d) if MiniFAB wishes to perform the applicable R&D Activities for the Second Product, MiniFAB shall propose the financial terms under which it is willing to undertake the R&D Services specified in the Development Request; and
(e) if MiniFAB has appropriate capability to perform such R&D Activities for the Second Product as set forth in the Development Request, and offers to perform such activities on financial terms that are at least as favorable to TearLab as other bids for conducting such R&D Services TearLab receives from third parties with capability of performing such R&D Services, then TearLab shall engage MiniFAB for the conduct of such R&D Services for the Second Product. In such event, the parties shall prepare and sign a mutually agreed written Development Order, which shall set forth the activities to be conducted, timelines, deliverables, financial terms, and other mutually agreed terms and conditions regarding such R&D Services. Such Development Order shall be consistent with the intellectual property provisions and other applicable terms and conditions of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Subject to the foregoing and clause 8.2(5), TearLab may engage any other person to provide R&D Services and TearLab shall have no obligation to engage MiniFAB to perform any R&D Services. For clarity, TearLab shall not be obligated to engage MiniFAB to perform R&D Services for any New Product other than the Second Product.
(3) A Development Request must include:
(a) a detailed...