Support and Development Agreement. The Parties will enter into an agreement, pursuant to which TALi will upon agreed terms electronically deliver the Product to users, and provide and conduct general, support and development activities for the RAG Offering including providing customary maintenance, updates (including error corrections for identified errors) and applying existing upgrades for the Products (“Support and Development Agreement”) and deliver Technologies (including applicable Product Technologies) in its control as necessary to enable Xxxxx to fulfill its obligations and exercise its rights under this Agreement and the Territory R&D Plans. The Parties will begin to discuss and negotiate the terms of the Support and Development Agreement promptly after the JSC determines, pursuant to Section 4.3, that the results of the Pilot Study as described in the Pilot Study Report meet the success criteria described in the Pilot Study Plan or otherwise determined by the JSC. The Parties will, unless otherwise agreed by the JSC, use best efforts to finalize and enter into the Support and Development Agreement within [***] ([***]) days after the JSC approves the Pivotal Study Plan. As further described in the Support and Development Agreement, TALi will make regular updates to the commercially available versions of the Product and related software, including making updates, upgrades, improvements, bug-fixes, patches, and otherwise maintaining and supporting the Product consistent with industry customs and standards and as necessary to support filing for, obtaining and maintaining Marketing Approval(s) for the RAG Offering in the Field in the Territory. The Support and Development Agreement shall also include the following elements:
