RESEARCH AND DEVELOPMENT WORK Sample Clauses

RESEARCH AND DEVELOPMENT WORK. During the Research Term, Newco will diligently pursue the research and development of the Elan Intellectual Property, Isis Intellectual Property and Newco Technology in accordance with the Research and Development Program. The "RESEARCH AND DEVELOPMENT PROGRAM" will be the program for (a) the development of the Oral Platform, and (b) the development of the Development Product in the Field, including without limitation, screening, in-vitro pharmacology, toxicology, stability, prototype dosage form development, formulation, optimization, clinical and regulatory activities. Such work shall be agreed to and conducted by Elan and/or Isis under contract with Newco as provided in the Business Plan.

RESEARCH AND DEVELOPMENT WORK. Subject to Clause 6.3, Elan and Sheffield, at Newco's request, may undertake research and development work related to the development and commercialization of the Products, at the request of Newco and as articulated in the Business Plan, in furtherance of the development and commercialization of the Products and cultivation of patent rights and know-how related to the Elan Intellectual Property, Sheffield Intellectual Property and Newco Intellectual Property.

RESEARCH AND DEVELOPMENT WORK. Subject to the provisions of Clause 6.3, Atrix and Elan, at Newco's request, shall provide at their respective discretion such research and development services as is requested by Newco in accordance with the provisions in the License Agreements and as articulated in the Business Plan. Newco shall pay Atrix and Elan for any research and development work carried out by them on behalf of Newco at the end of each month during the Research and Development Program, subject to the proper vouching of research and development work and expenses. An invoice shall be issued to Newco by Atrix or Elan, as applicable, by the 15th day of the month following the month in which work was performed. The cost of any research and development work undertaken by Atrix or Elan shall be calculated based on a rate of $[**] per FTE (Full Time Equivalent Employee Rate) per year in respect thereof (an FTE being the equivalent of [**] hours per year per employee). This FTE rate will be reviewed by Elan and Atrix on an annual basis. Research and development work that is sub-contracted by Elan or Atrix and to third party providers shall be charged by Elan or Atrix to Newco [**].

RESEARCH AND DEVELOPMENT WORK. 2.1 UPD shall exert commercially reasonable efforts in performing Research and Development Work directed towards successful completion of one or more viable prototypes of UPD Licensed Products meeting the LOCKHEED ▇▇▇▇▇▇ Interface Control Drawing (ICD), Electronic Specifications, and Electronics Plan in Exhibit C hereto. 2.2 The Research and Development Work, including but not limited to that set forth in the Subcontract, has been, is now, and will continue to be carried out in a series of discrete tasks. Prior to the commencement of any additional tasks, LOCKHEED ▇▇▇▇▇▇ and UPD shall agree in writing pursuant to good faith negotiations to a development proposal. Each prototype development proposal under this Article 2.2 shall be reduced to writing, and Research and Development Work directed thereto shall only commence upon the execution of said prototype development Subcontract by an authorized representative of each of the parties. The terms, and provisions of each such Subcontract shall govern the Research and Development Work in the tasks covered thereby, but only to the extent that the terms and provisions of such development Subcontract do not conflict with the terms and provisions of this Agreement. Any divergence between the present Agreement and any Subcontract shall be resolved in favor of this Agreement. 2.3 If, after good faith negotiations, UPD and LOCKHEED ▇▇▇▇▇▇ cannot agree to the requisite conditions for any follow-on Subcontract, set out in Articles 2.5 through 2.9, or if a prototype display product is not produced that is marketable by LOCKHEED ▇▇▇▇▇▇ in the Military/Aerospace Field, then LOCKHEED ▇▇▇▇▇▇ may elect to terminate this Agreement by giving forty five (45) days’ written notice to UPD. Alternatively, LOCKHEED ▇▇▇▇▇▇ may elect to keep the Agreement in effect (except for its obligations to purchase UPD Licensed Products from UPD pursuant to a Preferred Supplier relationship) and retain the exclusive license of the UPD IPR in the Military/Aerospace Field provided that it complies with its royalty payment and other obligations set forth in this Agreement. “Marketable” means that the production ready product can be manufactured to LOCKHEED ▇▇▇▇▇▇ or its Customer standards and the product is cost competitive with other readily available market solutions.

RESEARCH AND DEVELOPMENT WORK. Subject to the provisions of Clause 6.3, Elan and Photogen, at Newco's request, may undertake research and development work related to the development and commercialization of the Products, at the request of Newco and as articulated in the Business Plan, in furtherance of the development and commercialisation of the Products and cultivation of patent rights and know-how related to the Elan Intellectual Property, Photogen Intellectual Property and Newco Intellectual Property.

RESEARCH AND DEVELOPMENT WORK. Subject to the provisions of Clause 6.3, Acusphere and Elan shall provide at their respective discretion such research and development services as is requested by Newco and as articulated in the Business Plan. Newco shall pay Acusphere and Elan for any research and development work carried out by them on behalf of Newco [CONFIDENTIAL TREATMENT REQUESTED]/*/ during the Research and Development Program developed by the R&D Committee and approved by the Management Committee, subject to the proper vouching of research and development work and expenses. An invoice shall be issued to Newco by Acusphere or Elan, as applicable, [CONFIDENTIAL TREATMENT REQUESTED]/*/ following the [CONFIDENTIAL TREATMENT REQUESTED]/*/ in which work was performed. The payments by Newco to Acusphere or Elan in carrying out such research and development work shall be calculated by reference to the fully allocated costs thereof incurred by Acusphere and Elan calculated in accordance with generally accepted accounting principles consistently applied plus [CONFIDENTIAL TREATMENT REQUESTED]/*/, or [CONFIDENTIAL TREATMENT REQUESTED]/*/ FTE rate agreed to by the unanimous vote of the Management Committee. Research and development activities that are outsourced to third party providers shall be charged to Newco at fully burdened actual costs.

RESEARCH AND DEVELOPMENT WORK. It is the expectation of the Parties that [*] shall perform substantially all the research and development work in the Project in accordance with the provisions of this Clause 7. Subject to the provisions of Clause 6.3 and Clause 6.4, each of Elan and Incara Elan may, at its respective discretion, provide research and development services to Newco, at the request of Newco and as articulated in the Business Plan in furtherance of the development and commercialization of the Products and cultivation of patent rights and know-how related to the Elan Intellectual Property, Incara Intellectual Property and Newco Intellectual Property. It is acknowledged by the Parties that Incara has undertaken research and development work relating to the Compound prior to the Closing Date. For the avoidance of doubt, Incara has agreed to indemnify and continues to indemnify the other parties hereto against any claims, losses or damages arising against any party thereunder prior to the Closing Date.

RESEARCH AND DEVELOPMENT WORK. 9.1 During the Research Term, Newco will diligently pursue the research and development of the Elan Intellectual Property, TGEN Intellectual Property and Newco Technology in accordance with the Research and Development Program. The "Research and Development Program" will be the program for (a) the development of the Platform, and (b) the development of one or more Products in the Field, including without limitation, screening, in-vitro pharmacology, toxicology, stability, prototype dosage form development, formulation, optimization, clinical and regulatory activities. Such work shall be agreed to and conducted by Elan and/or TGEN under contract with Newco as provided in the Business Plan. 9.2 The Research and Development Program shall include a Feasibility Phase, a Development Phase and a Clinical Phase. During the Feasibility Phase, Newco will diligently pursue the research and development of the Feasibility Studies and the Program Technology. The objectives of this initial phase of research and development work will be to develop the Platform which can be broadly applied in the delivery of a variety of Products. The foregoing shall be provided for in the Research and Development Program. 9.3 On successful completion of the Feasibility Phase and the designation of one or more Products to be developed by Newco, Elan and TGEN shall meet to discuss the development and commercial strategy for Newco and the further exploitation of the technologies and Products vested in Newco. For example, TGEN and Elan shall discuss strategy and terms relating to product and clinical development, corporate partnering, licensing and supply agreements. 9.4 TGEN and Elan shall provide such research and development services as may be reasonably required by Newco in accordance with the provisions in the License Agreements. Newco shall pay TGEN and Elan for any research and development work carried out by them on behalf of Newco at the end of each month during the Research and Development Program, subject to the proper vouching of research and development work and expenses. An invoice shall be issued to Newco by TGEN or Elan, as applicable, by the 15/th/ day of the month following the month in which work was performed, or as soon thereafter as practicable. Newco shall pay the amounts invoiced within thirty days following its receipt of the invoice. The payments by Newco to TGEN or Elan, as the case may be, shall be at the rates prescribed in the respective License Agreement. Resear...

RESEARCH AND DEVELOPMENT WORK. During the Research Term, HepaSense will diligently pursue the research and development of the Elan Intellectual Property, Isis Intellectual Property and HepaSense Intellectual in accordance with the Research and Development Program. The "RESEARCH AND DEVELOPMENT PROGRAM" will be the program the development of the Product in the Field, including without limitation, in vivo toxicology, stability, formulation, optimization, clinical and regulatory activities. Such work shall be agreed to and conducted by Elan, Isis and/or a third party Isis under contract with HepaSense as provided in the Business Plan.