AMENDMENT NO. 3 TO DEVELOPMENT AND SUPPLY AGREEMENT
Exhibit 10.77
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AMENDMENT NO. 3 TO
DEVELOPMENT AND SUPPLY AGREEMENT
This Amendment No. 3 to Development and Supply Agreement (this “Amendment”) is entered into as of May 18, 2011, by and between Xxxx Innovations Incorporated, a Delaware corporation, together with Xxxx Technologies, Inc., a Delaware corporation (acting jointly and severally, individually and collectively, “Xxxx”), and Xxxxxx Medical, Inc., a Delaware corporation (“Xxxxxx”).
RECITALS
WHEREAS, Xxxx and Xxxxxx are parties to that certain Development and Supply Agreement having an effective date of January 12, 2010 and amended by Amendment Nos. 1 and 2 to Development and Supply Agreement dated as of February 17, 2010 and April 2, 2010, respectively (collectively, the “Agreement”);
WHEREAS, Xxxx and Xxxxxx desire to amend and restate Exhibits A and B of the Agreement to amend certain existing Specifications and estimated budget amounts (for Development Milestones [***]) and add new Development Milestones ( [***] ) and Specifications therefor;
WHEREAS, Xxxx and Xxxxxx desire to deem Development Milestone [***] (“[***]”) to have been successfully achieved;
WHEREAS, Xxxx and Xxxxxx desire to amend the Agreement to provide for a payment structure whereby Xxxx shares [***]% of the Development Fees up to a certain amount and to change the mechanism for calculating the Holdback Amount as a result;
WHEREAS, Xxxx and Xxxxxx desire to amend the Agreement to lower the discount on the Commercial Transfer Price from [***] % to [***] % and to increase the limit on the Commercial Transfer Price per unit with respect to the Interrogators part of the Xxxx Product from $[***] to $[***] (until [***] units have been purchased);
WHEREAS, as Xxxx expects to refinance its existing credit facility with Silicon Valley Bank on or prior to May 18, 2011, Xxxx and Xxxxxx also desire to agree, pursuant to the separate Amendment to Secured Promissory Note and Payoff Letter (“Amendment and Payoff Letter”) entered into by the Parties contemporaneously with this Amendment, to a discount on the Promissory Note of $190,000 in connection with Xxxx paying it off within five (5) business days of the date hereof, and this Amendment is contingent upon Xxxx and Xxxxxx entering into the Amendment and Payoff Letter and Xxxx making the payments to Xxxxxx set forth therein.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Xxxx and Xxxxxx hereby agree to the following terms and conditions and to amend the Agreement as follows:
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AMENDMENT AND AGREEMENT
1. Definitions. Except as otherwise provided herein, capitalized terms used in this Amendment shall have the definitions set forth in the Agreement.
2. Amendment and Restatements of Exhibits A and B. Exhibits A and B of the Agreement are hereby amended and restated and replaced in their entirety by the exhibits attached hereto as Exhibits A and B, respectively.
3.[***] Achievement. The Parties hereby deem [***] to have been successfully achieved as of March 31, 2011, with any otherwise applicable penalties in respect of [***] deemed waived, and the related [***] Amount of [***] Dollars [***] shall be due and payable within thirty (30) days after the effective date of this Amendment.
4. Amendment to Section 4.1 of the Agreement regarding Payment and the Holdback Amount. Section 4.1 of the Agreement shall be amended as follows:
(a) Section 4.1.1 (Development Fees) of the Agreement shall be replaced in its entirety with the following:
Development Fees. Subject to Section 4.1.3, Xxxxxx shall pay Xxxx for the Development Program work actually performed by Xxxx personnel under and in accordance with Section 2.1 at [***] rates for development work and other direct development costs at same time and materials rates [***] (the “Development Fees”). Notwithstanding the foregoing, for Development Milestone [***] through Development Milestone [***] Xxxxxx shall be entitled to [***] of all Development Fees until achievement of the applicable Development Milestone to which such Development Fees correspond [***], subject to [***] as provided below (and such [***] any such [***], shall not be due and payable unless and until the applicable Development Milestone for such Development Fees is achieved by Xxxx). Notwithstanding the foregoing, for Development Milestone [***] through Development Milestone [***] commencing [***] of the Development Fees for Development Milestone [***] through Development Milestone [***] of such Development Fees) up to a cumulative total of [***] after which point [***] of Development Fees [***] of the Development Fees shall be [***] (b) Xxxxxx shall not be entitled to [***] are incurred during an [***] as set forth in Section 4.1.3; and (c) after the [***] Xxxxxx shall be entitled to [***] of all Development Fees until achievement of the applicable Development Milestone to which such Development Fees correspond [***] subject to [***] as provided below (and such [***] any such [***], [***] unless and until the applicable Development Milestone for such Development Fees is achieved by Xxxx). If [***] fails to achieve a particular Development Milestone within or before the corresponding timeline or deadline for such Development Milestone, [***] shall be entitled to [***] corresponding to such Development Milestone for each full [***] period that elapses between the date of such deadline (or last day of such timeline) and the date when such Development Milestone is actually achieved, and the [***] corresponding to such Development Milestone shall be [***] (e.g., if the Development Milestone is achieved [***] the deadline therefor,[***]. All [***] from [***] are
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[***] so that [***] shall not [***] to [***].
(b) The second sentence of Section 4.1.2 (Invoicing and Payment) of the Agreement shall be replaced in its entirety with the following:
For Development Milestone [***] through Development Milestone [***] Xxxxxx shall pay [***] of such [***] within [***] of Xxxxxx’x receipt thereof. For Development Milestone [***] through Development Milestone [***] (a) during the [***] Xxxxxx shall pay [***] of such [***] within [***] of Xxxxxx’x receipt thereof; and (b) after the [***], Xxxxxx shall pay [***] of such [***] within [***] of Xxxxxx’x receipt thereof.
(c) The second-to-last sentence of Section 4.1.3 ([***]) of the Agreement shall be replaced in its entirety with the following:
For Development Milestone [***] through Development Milestone [***] the Development Fees for such further development work during the [***] shall be the same as provided for in Section 4.1.1 (and paid as provided for in Section 4.1.2) except that the [***] by Xxxxxx shall be [***] rather than [***] provided, however, that in no event shall the [***] Development Fees (without taking into account any such [***] charged by [***] for such further development work exceed [***] of the [***] Development Fees (again without taking into account any [***] ) invoiced by [***] during the [***] the start of the [***] for development work hereunder. For Development Milestone [***] through Development Milestone [***] the Development Fees for such further development work during the [***] shall be the same as provided for in Section 4.1.1 (and paid as provided for in Section 4.1.2) except that the [***] from such Development Fees by Xxxxxx for Development Fees incurred after [***] the original deadline for the applicable Development Milestone shall be, during the [***] rather than [***] and, after the [***] rather than [***] provided, however, that in no event shall the [***] Development Fees (without taking into account any such [***] charged by [***] for such further development work [***] of the [***] Development Fees (again without taking into account any [***] invoiced by [***] during the [***] the start of the [***] for development work hereunder.
5. Commercial Transfer Price. Section 3.3.2 (Commercial Transfer Price) of the Agreement shall be amended as follows:
(a) The second sentence of Section 3.3.2 (Commercial Transfer Price) of the Agreement shall be replaced in its entirety with the following:
Xxxxxx shall be entitled to [***] the Commercial Transfer Price for all Xxxx Products purchased by Xxxxxx for commercial sale until the [***] from such [***] equals [***].
(b) Clause (a) in the proviso at the end of the last sentence of Section 3.3.2 (Commercial Transfer Price) of the Agreement shall be replaced in its entirety with the following:
[***] for [***] purchased by [***] with respect to the [***], and [***] purchased by [***] with respect to the [***], and
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6. Manufacturing Technology Transfer. Section 3.7(c) of the Agreement shall be replaced in its entirety with the following:
(c) [***] the final Development Milestones on or before [***] but Xxxxxx has not terminated this Agreement (except for termination under Section [***] without inclusion of repaid Development Fees as part of the [***] thereunder (i.e., Xxxxxx must [***] of Development Fees in order to trigger the [***] under this subsection (c) in the event of a termination under Section [***])) and Xxxxxx has paid all amounts then due to Xxxx hereunder,
7. Discount to Promissory Note. Pursuant to the Amendment and Payoff Letter, Xxxxxx intends to provide Xxxx with a $190,000 discount against the outstanding principal balance and accrued interest on the Promissory Note. This Amendment is contingent upon Xxxx paying in full such discounted balance and accrued interest in accordance with the terms of the Amendment and Payoff Letter. If Xxxx does not pay in full such amounts in accordance therewith, this Amendment shall, without further action by the Parties, automatically terminate and be deemed null and void and of no force and effect.
8. Terms and Conditions of Agreement. Except as expressly modified hereby, all terms, conditions and provisions of the Agreement shall continue in full force and effect.
9. Conflicting Terms. In the event of any inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.
10. Term and Termination. This Amendment shall become effective upon its execution by each of Xxxx and Xxxxxx and shall continue unless terminated as set forth in Section 6 of this Amendment.
11. Entire Agreement. This Amendment and the Agreement constitute the entire and exclusive agreement between the Parties with respect to this subject matter. All previous discussions and agreements with respect to this subject matter are superseded by the Agreement and this Amendment. This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as of the date first listed above.
| XXXX INNOVATIONS INCORPORATED | XXXXXX MEDICAL, INC. | |||||||
| By: | /s/ My X. Xxxxx |
By: | /s/ Xxxxx X Xxxxxxx | |||||
| Name: My X. Xxxxx | Name: Xxxxx X Xxxxxxx | |||||||
| Title: President and CEO | Title: President and CEO | |||||||
| XXXX TECHNOLOGIES, INC. | ||||||||
| By: | /s/ Xxxxx X. Xxxxxx |
|||||||
| Name: Xxxxx X. Xxxxxx | ||||||||
| Title: President and CEO | ||||||||
SIGNATURE PAGE TO AMENDMENT NO. 3 TO DEVELOPMENT AND SUPPLY AGREEMENT
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Exhibit A
Development Milestones
[***]
[***]
| - | Xxxx to provide Xxxxxx with updates regarding [***] to allow the [***] Xxxxxx team to become informed regarding [***]. |
| - | Xxxx to develop and provide to Xxxxxx [***] using [***] hardware and software designs |
Deadline: within [***] after Effective Date
Requirements and Details:
| • | Disclosure by Xxxx to Xxxxxx of current progress of Xxxx’x technology in [***] Technical details shall include, at a minimum: |
| • | Xxxx to provide [***] |
| • | Xxxx to demonstrate to Xxxxxx [***] developed by Xxxx [***] Demonstration will be located in [***] The demonstration of the [***] will be limited to the extent necessary to not reveal or indicate any other customer design specifications or goals. |
| • | Xxxx will deliver to Xxxxxx [***] excluding any portions of the foregoing directed specifically to the specifications of products developed for [***] for the [***] as well as [***] demonstrated by Xxxx [***]. The purpose of this delivery is to assist Xxxxxx in [***] |
| • | Xxxx will develop and deliver to to Xxxxxx at [***] the following: |
| • | [***] |
| • | [***] |
| • | [***] |
| • | Technical support for such system |
| • | [***] |
| • | [***] access to [***] |
| • | Xxxx and Xxxxxx will [***] and Xxxx will develop a set of comprehensive [***] according to the requirements set forth in [***] to verify system [***] |
| • | Xxxx to deliver to Xxxxxx test results quantifying current performance of [***] |
| • | Xxxx to deliver to Xxxxxx a [***] including feasibility of [***] analysis that will describe how Xxxx intends to [***] to get as close to the [***] included in the [***] as possible. |
| • | Xxxx will develop and provide to Xxxxxx a project development plan (consistent with the Agreement and the [***] outlining the approach and schedule, including a project plan [***] |
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| • | Xxxx will deliver to Xxxxxx documentation for [***] |
| • | Xxxx will make the relevant members of its technical team reasonably available to meet with Xxxxxx’x technical team [***] |
| • | Xxxx will provide Xxxxxx with [***] to test [***] and assess the feasibility of the proposed product solution. Samples will undergo the following tests : |
| • | [***] |
| • | [***] |
Table 1. [***] Specifications
| Description |
Specifications | |
| [***] |
[***] | |
| [***] |
[***] | |
| [***] |
[***] |
[***]
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[***]
[***]
| - | Xxxx to provide to [***] that can be used to [***] |
| - | Xxxx to develop and provide to Xxxxxx [***] |
Deadline: within [***]
Requirements and Details:
| • | Xxxx to develop and deliver to Xxxxxx [***] Xxxx shall make an additional [***] |
| • | Xxxx to [***] |
| • | Xxxx to deliver [***] |
| • | Xxxx to develop and deliver [***] |
| • | Xxxx to develop and manufacture [***] The foregoing may be accomplished by [***] |
| • | Xxxx to deliver to Xxxxxx test results quantifying current performance of [***] |
| • | Xxxx to provide Xxxxxx [***] |
| • | Xxxx to provide a preliminary design [***] |
| • | Xxxx to deliver to Xxxxxx documentation [***] |
| • | Xxxx will make the relevant members of its technical team reasonably available to meet with Xxxxxx’x technical team [***] |
| • | Xxxx will provide to Xxxxxx [***] the following, so long as requested by Xxxxxx on or before [***] to be delivered by Xxxx to Xxxxxx within [***] |
| • | [***] |
| • | [***] |
| • | [***] |
| • | [***] |
| • | [***] |
| • | Xxxx to provide documentation for [***] |
Table 2. [***] Specifications
| Description |
Specifications | |
| [***] |
[***] |
[***]
[***]
[***]
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[***]
| - | Xxxx to develop and provide to Xxxxxx [***] |
Deadline: within [***]
[***]
| • | Xxxx to deliver to Xxxxxx [***] |
| • | Xxxx to develop and deliver to Xxxxxx [***] |
| • | Xxxx to provide Xxxxxx [***] |
| • | Xxxx will complete [***] |
| • | Xxxx to deliver to Xxxxxx test results [***] |
| • | Xxxx to provide Xxxxxx [***] |
| • | Xxxx will complete [***] |
| • | Xxxx to complete [***] |
| • | Xxxx to deliver to Xxxxxx documentation [***] |
| • | Xxxx will make the relevant members of its technical team reasonably available to meet with Xxxxxx’x technical team [***] |
| • | Xxxx will assist Xxxxxx in [***] Xxxx will assist Xxxxxx in [***] |
| • | Xxxx and Xxxxxx will [***] a test procedure [***] |
Table 3. [***] Specifications
| Description |
Specifications | |
| [***] |
[***] | |
| [***] |
[***] | |
| [***] |
[***] | |
| [***] |
[***] | |
| [***] |
[***] |
[***]
[***]
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[***]
[***]
[***]
| - | Xxxx to develop and provide to Xxxxxx [***] |
Deadline: within [***]
[***]
| • | Xxxx to deliver to Xxxxxx [***] |
| • | Xxxx to develop and deliver to Xxxxxx [***] |
| • | Xxxx to provide Xxxxxx [***] |
| • | Xxxx to deliver to Xxxxxx test results quantifying current performance of [***] |
| • | Xxxx to deliver to Xxxxxx documentation for [***] |
| • | Xxxx will make the relevant members of its technical team reasonably available to meet with Xxxxxx’x technical team [***] |
Table 4. [***] Specifications
| Description |
Specifications | |
| [***] |
[***] | |
| [***] |
[***] |
[***]
[***]
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[***]
[***]
| - | Xxxx to develop and provide to Xxxxxx [***] |
[***]
[***]
[***]
| • | Xxxx to deliver to Xxxxxx a minimum of [***] |
| • | Xxxx to develop and manufacture [***] |
| • | Xxxx to deliver to Xxxxxx [***] |
| • | Xxxx to deliver to Xxxxxx [***] to be mutually agreed upon at least [***] |
| • | Xxxx to deliver to Xxxxxx test results quantifying current performance of [***] |
| • | Xxxx to provide Xxxxxx [***] |
| • | Xxxx to conduct [***] whichever occurs earlier [***] |
| • | The outcome from the [***] |
| • | [***] |
| • | [***] |
| • | [***] |
| • | [***] |
| • | [***] |
| • | [***] |
| • | [***] |
| • | [***] |
| • | [***] |
| • | [***] |
| • | These mutually agreed upon specifications shall be the basis for [***] |
| • | In addition, Xxxxxx and Xxxx will mutually agree upon the project start date [***] |
| • | Xxxx to deliver to Xxxxxx documentation [***] |
| • | Xxxx will make the relevant members of its technical team reasonably available to meet with Xxxxxx’x technical team [***] |
Table 5. [***] Specifications
| Description |
Specifications | |
| [***] | [***] | |
| [***] | [***] |
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[***]
| - | [***] |
| - | Xxxx to develop and provide to Xxxxxx [***] |
[***]
[***]
| • | Xxxx to deliver to Xxxxxx [***] and associated [***] as well as [***] |
| • | Xxxx to develop and manufacture [***] |
| • | [***] |
| • | [***] |
| • | [***] |
| • | Xxxx to provide Xxxxxx [***] |
| • | Xxxx to provide Xxxxxx [***] |
| • | Xxxx to provide [***] |
| • | Xxxx to conduct [***] |
| • | Xxxx to deliver to Xxxxxx documentation [***] |
| • | Xxxx will make the relevant members of its technical team reasonably available to meet with Xxxxxx’x technical team [***] |
Table 6. [***] Specifications
| Description |
Specifications | |
| [***] | [***] |
[***]
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[***]
[***]
| - | Xxxx to develop and provide [***] |
[***]
[***]
| • | Xxxx to develop and deliver to Xxxxxx [***] |
| • | Xxxx to develop and deliver to Xxxxxx [***] |
| • | [***] |
| • | [***] |
| • | [***] |
| • | Xxxx to provide Xxxxxx [***] |
| • | Xxxx to deliver to Xxxxxx [***] |
| • | Xxxx to deliver to Xxxxxx documentation [***] |
| • | Xxxx will make the relevant members of its technical team reasonably available to meet with Xxxxxx’x technical team [***] |
| • | Xxxx to deliver the following with regards to [***] |
| • | Xxxx to conduct [***] |
| • | Xxxx to provide [***] |
| • | Xxxx to deliver to Xxxxxx test results quantifying current performance. |
| • | Xxxx to provide schedule for [***] |
| • | [***] Xxxx to provide an additional [***] |
Table 7. [***] Specifications
| Description |
Specifications | |
| [***] | [***] |
[***]
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[***]
[***]
[***]
[***]
| - | Xxxx to develop and provide Xxxxxx [***] |
| - | Xxxx to develop and provide Xxxxxx [***] |
[***]
[***]
| • | Xxxx to deliver to Xxxxxx [***] |
| • | Xxxx to develop and manufacture [***] |
| • | [***] |
| • | [***] |
| • | [***] |
| • | Xxxx to provide Xxxxxx [***] |
| • | Xxxx to provide Xxxxxx [***] |
| • | [***] |
| • | Xxxx to conduct [***] |
| • | Xxxx to deliver to Xxxxxx [***] |
| • | Xxxx will make the relevant members of its technical team reasonably available to meet with Xxxxxx’x technical team [***] |
Table 8. [***] Specifications
| Description |
Specifications | |
| [***] | [***] |
[***]
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Exhibit B
Development Plan
Overview
Xxxx will develop for Xxxxxx a localization and shape sensing solution for Xxxxxx’x robotic system designed to meet the target performance metrics described in Exhibit A (Development Milestones) on the [***] basis set forth in (and otherwise in accordance with) Section 2.1 of the Development and Supply Agreement.
Fiber based localization will be embedded by Xxxxxx inside a Xxxxxx robotic catheter (both open lumen product line and closed lumen product line) to aid instinctive driving and navigation of the robotic catheters.
The robotic catheters with embedded fiber localization capability will be configured to provide localization and shape data to the Sensei system and related mapping module/software such that the mapping capability is supported.
[***]
The following describes the budget and summary of activities for each phase of the Development Program corresponding to each Development Milestone, with the Total Budget Estimates listed below constituting the Budget Caps for each Development Milestone for purposes of Section 4.1 of the Agreement. For the avoidance of doubt, the description of development activities for each Development Milestone below, and the corresponding budget therefor, shall include all the specific activities expressly described in Exhibit A for each corresponding Development Milestone (to the extent not already described below).
Notwithstanding anything else herein or in Exhibit A to the contrary, to the extent any item is designated below [***], such item shall be deemed to be deleted from the [***] set forth in Exhibit A and this Exhibit B, and [***]
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[***]
| • | Develop and deliver [***] |
| • | Develop and build [***] |
| • | Deliver [***] |
| • | Manufacture [***] |
| • | Determine [***] requirements [***] |
| • | Develop [***] tests [***] |
| • | [***] |
| • | Write [***] plan [***] |
| • | Test results [***] |
| • | Develop [***] plan [***] |
| • | Deliver documentation [***] |
| • | Xxxx to provide Xxxxxx [***] |
| • | Xxxx to provide Xxxxxx technical support [***] |
| • | Necessary personnel from both technical teams to meet [***] |
[***]
[***]
[***]
[***]
| - | [***] |
| - | [***] |
| - | [***] |
| - | [***] |
| - | [***] |
[***]
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[***]
| • | [***] |
| • | Develop [***] |
| • | Build and deliver [***] |
| • | Built [***] |
| • | Deliver [***] |
| • | Continue [***] development [***] |
| • | [***] |
| • | Define [***] prototype [***] |
| • | Deliver documentation [***] |
| • | Necessary personnel from both technical teams to meet [***] |
| • | Necessary personnel from both technical teams to meet [***] |
| • | Xxxx to provide Xxxxxx [***] |
| • | Xxxx to provide Xxxxxx technical support [***] |
| • | [***] |
[***]
[***]
[***]
| - | [***] |
| - | [***] |
| - | [***] |
[***]
[***]
| - | [***] |
[***]
| - | [***] |
[***]
[***]
[***]
[***]
[***]
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[***]
| • | Continue [***] development [***] |
| • | [***] |
| • | [***] technical support [***]. |
| • | Perform [***] testing |
| • | Perform [***] testing |
| • | Perform [***] Review[***] |
| • | Deliver documentation [***] |
| • | Xxxx and Xxxxxx to test [***] |
| • | [***] teams to meet [***] |
| • | Xxxx to provide Xxxxxx [***] |
| • | Necessary personnel from both technical teams to meet [***] |
[***]
[***]
[***]
| - | [***] |
[***]
[***]
[***]
| - | [***] |
[***]
| - | [***] |
[***]
[***]
[***]
[***]
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[***]
| • | [***] |
| • | Develop and make [***] |
| • | Deliver [***] |
| • | Deliver [***] |
| • | Deliver documentation [***] |
| • | Xxxx to provide Xxxxxx [***] |
| • | Xxxx to provide Xxxxxx technical support [***] |
| • | Necessary personnel from both technical teams to meet [***] |
| • | Necessary personnel from both technical teams to meet [***] |
[***]
[***]
[***]
| - | [***] |
| - | [***] |
| - | [***] |
[***]
| - | [***] |
[***]
[***]
[***]
[***]
[***]
[***]
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[***]
| • | Xxxx to deliver to Xxxxxx [***] |
| • | Xxxx to develop [***] |
| • | Xxxx to deliver to Xxxxxx [***] |
| • | Xxxx to deliver to Xxxxxx [***] |
| • | Xxxx to deliver to Xxxxxx test results quantifying current performance [***] |
| • | Xxxx to provide [***] |
| • | Xxxx to conduct [***] |
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| • | In addition, Xxxxxx and Xxxx will mutually agree upon the project start date of [***] |
| • | Xxxx to deliver to Xxxxxx documentation for [***] |
| • | Xxxx will make the relevant members of its technical team reasonably available to meet with Xxxxxx’x technical team [***] |
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| • | Xxxx to deliver to Xxxxxx [***] |
| • | Xxxx to develop [***] |
| • | [***] |
| • | [***] |
| • | [***] |
| • | Xxxx to provide Xxxxxx [***] |
| • | Xxxx to provide Xxxxxx [***] updates [***]. |
| • | Xxxx to provide [***] documentation [***] |
| • | Xxxx to conduct [***] review [***]. |
| • | Xxxx to deliver to Xxxxxx documentation [***] |
| • | Xxxx will make the relevant members of its technical team reasonably available to meet with Xxxxxx’x technical team [***] |
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| • | Develop and deliver [***] |
| • | Develop and deliver [***] |
| • | Provide [***] |
| • | Deliver test results quantifying current performance [***] |
| • | [***] |
| • | Necessary personnel to meet with Xxxxxx’x technical team [***] |
| • | Conduct [***] review. |
| • | Complete [***] documentation [***]. |
| • | Deliver test results quantifying current performance. |
| • | [***] |
| • | [***] |
| • | Provide a copy of documents required in connection with Xxxxxx’x [***] requirements and applicable [***], as well as any additional requirements after Xxxxxx has provided timely notice to Xxxx of such additional requirements. |
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| • | Deliver [***] components [***] |
| • | Develop and manufacture [***] |
| • | Provide [***] |
| • | Provide [***] updates [***] |
| • | Complete [***] documentation [***] |
| • | Conduct [***] review. |
| • | Deliver documentation [***] |
| • | Necessary personnel to meet with Xxxxxx’x technical team [***] |
| • | Provide a copy of documents required in connection with Xxxxxx’x [***] with [***] requirements and applicable [***], as well as any additional requirements after Xxxxxx has provided timely notice to Xxxx of such additional requirements. |
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Details and Requirements
Xxxx will perform all activities to be performed in connection with achievement of the Development Milestones, including all activities that are needed to achieve the requirements, details and deliverables of each Development Milestone in a timely manner (for example, providing [***], technical support and [***], attending face to face meetings and delivering all technical and informational deliverables).
Within the [***] Xxxx will generate [***], a set of standardized tests to be run by both parties periodically and to verify the achievement of certain specific[***] milestone as described in Exhibit A. From time to time as requested by Xxxxxx (and subject at all times and in all cases to Section 2.2 of the Agreement, [***] the parties will determine if any changes are required herein with respect to such standardized tests.
Within [***] as requested by Xxxxxx (and subject at all times and in all cases to Section 2.2 of the Agreement[***] the parties will determine if any changes are required herein with respect to the specifications for [***] to be developed by Xxxx for Xxxxxx under the Agreement.
Improvements and Updates
Xxxx will notify Xxxxxx of, and provide Xxxxxx with [***] to (including by delivering to Xxxxxx if Xxxxxx so requests) [***] in connection with the Development Milestones or the Development Program.
Communication
Xxxx will provide Xxxxxx [***] toward completing the Development Milestones. In addition, Xxxx will meet with Xxxxxx [***] (with one or more senior engineering managers from Xxxx) [***]. During the period between Milestone [***] and Milestone [***] Luna personnel meet with Xxxxxx for [***] and Xxxx will make a best effort to do so in a timely fashion. Xxxxxx may cancel any of these meetings with at least 1 weeks notice.
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Xxxx will provide Xxxxxx with [***] assistance and cooperation reasonably requested by Xxxxxx in connection with Xxxxxx’x [***] and [***] for Products, including without limitation in connection with all [***] for Products. [***] provided for in Section 4.1 of the Agreement. [***] Xxxx will provide them to Xxxxxx and Xxxxxx will [***]
Specifications
The applicable Specifications are set forth in the Development Milestones on Exhibit A, with changes or updates thereto subject to Section 2.2 of the Agreement.
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Standards and Certifications
Without limiting Section 3.1 of the Agreement, the following [***] apply to Xxxx Products manufactured for Xxxxxx under Article 3 of the Agreement:
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Other Product Development and Delivery Requirements
Additional product specifications and requirements related to [***] may be added in accordance with Section 2.2 of the Agreement.
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| Task |
Name | |
| [***] | [***] |
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