Joint Development Plan. All Development of the Memantine-Donepezil FDC Products for Commercialization in the Territory in the Field shall be conducted in accordance with the Development Plan [*]. The Development Plan shall set forth the activities to be performed by each Party with respect to the Development of the Memantine-Donepezil FDC Products for Commercialization in the Territory in the Field. The Development Plan may be amended by the JDC from time to time in good faith and as reasonably necessary or useful for the Development of the Memantine-Donepezil FDC Products; provided that the JDC shall not [*] except [*] and the JDC shall not [*]. In the event that the Development Plan does not specify which Party shall be responsible for a particular Development activity, the JDC shall assign the activity to one of the Parties. Each Party shall act in a manner consistent with the Development Plan and with the Regulatory Plan. Forest shall, [*] in connection with the Development [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. activities assigned to Adamas in the Development Plan, which Development activities shall include activities assigned to Adamas under a certain letter agreement between Adamas and Forest, dated [*] (the “Letter Agreement”). The following shall apply to Adamas’ activities under such Letter Agreement: (i) until [*] the cessation of any ongoing activities under the Letter Agreement, Adamas shall continue to conduct such activities; (ii) such activities are deemed to be conducted under the Development Plan and subject to the foregoing reimbursement by Forest to Adamas; and (iii) such reimbursed amounts shall consist of: (A) the amounts consistent with the budget set forth in the Letter Agreement; (B) the amounts incurred by or on account of Adamas [*] with respect to such activities; and (C) the amounts incurred by Adamas for its FTEs and consultants as required to support the activities set forth in subsection (A) and/or (B) above; provided, however, that any amounts in (B) or (C) shall be only for activities specifically requested by Forest, and the Parties shall cooperate in good faith to agree on a written budget therefor within [*] Business Days after the Effective Date. If Adamas is assigned any activities other than those set forth in the Letter Agreement, the Parties shall ...
Joint Development Plan. The Parties shall mutually agree upon the joint plan for Development of the Shared Product for the U.S. (the “Joint Development Plan”) promptly following the applicable Notice of Exercise, which plan shall include the target Indications and patient populations, corresponding Development activities to be performed by each Party, anticipated timelines, clinical supply forecasts, and the budget of Shared Development Costs. The Joint Development Plan may be amended or updated from time to time by mutual agreement of the Parties through the JDC, including any amendments or updates to any anticipated timelines or to the then-current budget.
Joint Development Plan. Beginning on the Effective Date, the Parties shall jointly Develop the Lead Product in accordance with the pre-clinical and clinical development plan attached to this Agreement as Exhibit 2.3.1.(a), as may be supplemented and amended from time to time by the Joint Steering Committee, as described in Section 2.2.2.(a) (“Joint Development Plan”). The Joint Development Plan shall set forth the research and Development activities to be conducted by the Parties in order to achieve Marketing Approval from [***] for the Lead Product and will describe the scope, the budget and the activities to be performed by both Parties, among other items. The Parties acknowledge and agree that the initial Joint Development Plan attached as Exhibit 2.3.1.(a) as of the Effective Date will set forth those Development activities to be conducted by the Parties through first-in-man trial and reasonably in advance of (but at least [***] prior to) the expected completion of such Development activities under the initial Joint Development Plan, the Parties (through the JSC as contemplated in this Agreement) shall update and amend such initial Joint Development Plan to comply with the requirements of the immediately preceding sentence.
Joint Development Plan. Starting on the Effective Date, each Party shall be responsible for its Agreed Percentage of the Shared Costs for the Lead Product, as set forth in the budget associated with the then current Joint Development Plan (“Joint Development Budget”) as included in Exhibit 2.3.1.(a). Each Party shall be responsible for any other costs such Party incurs in connection with the Development of the Lead Product.
Joint Development Plan. (i) Following Sobi’s exercise of its Opt-In Right with respect to that Product, all Development, Post Opt-In Development and Final Development activities (including those designated as Additional Agreed Activities) for a Product, as well as further medical and development activities for such Product, shall be governed by the Joint Development Plan for such Product. Any Continuing HLDP Activities will be incorporated into the Joint Development Plan. For clarity, each Joint Development Plan shall specify all of the medical and development activities of each Party, whether to be conducted individually or jointly by the Parties, and shall specify which, if any, of such medical and development activities are Additional Agreed Activities.
Joint Development Plan. The Parties shall carry out their respective obligations with respect to the Joint Development Activities as set forth in each agreed upon Joint Development Plan, each of which shall be attached hereto as Exhibit C and incorporated herein upon execution by the Parties. For so long as a Joint Development Plan is in place, the Parties shall work with one another to carry out their respective Joint Development Activities thereunder and seek to maximize the value for the Parties in connection therewith, subject to the exclusivity provisions in Section 3.3. The Parties shall at all times during the Term cooperate and collaborate in good faith with respect to the Joint Development Activities and the implementation and execution of the Joint Development Plan. In the event of any conflict or ambiguity between a term or condition of the body of this Agreement and a term or condition of the Joint Development Plan, the applicable term or condition of the body of this Agreement shall control unless the applicable term or condition of the Joint Development Plan expressly states that it shall control over a specific term or condition of the body of this Agreement.
Joint Development Plan. Promptly following the exercise by Xxxxxx of its Option in respect of a China Licensed Target, the Parties shall develop and agree to a plan for the conduct of the Development activities to be undertaken by each Party in the further Development of China Licensed Compounds and China Licensed Products directed to such China Licensed Target (such activities, “Joint Development Activities” and such plan the “Joint Development Plan”) and the Joint Development Plan shall assign responsibility for the Joint Development Activities (including any regulatory activities) between the Parties.
Joint Development Plan. (a) The JDT shall be responsible for the development of a mutually agreeable, annual joint development plan for each year of the Term ( a "JOINT DEVELOPMENT PLAN" or "JDP"). The JDP shall contain a detailed statement of the agreed-upon business and technology objectives for the applicable 12-month period. The annual JDP shall, to the extent feasible, define Projects, work scope, work plan and tasks and forecast funding. It shall also forecast needs for resources capable of performing Specialized Services.
Joint Development Plan. In lieu of the annual cash payment minimums for years 1 and 2, the Parties agree to create, within sixty (60) Business Days of the Effective Date, a mutually agreeable development plan for Licensee’s commercialization of the Applied DNA Technology in the Exclusive and Non-Exclusive Fields of Use (the “Development Plan”). The Development Plan will contain Licensee commercialization milestones that shall be met by Licensee in lieu of annual cash payment minimums for years 1 and 2. Licensee’s failure to meet the commercialization milestones in the Development Plan shall be curable by either: the payment of the annual cash payment due; or meeting the applicable commercialization milestones in the Development Plan within sixty (60) Business Days of Licensor’s written notice to Licensee of Licensee’s failure to meet such applicable commercialization milestone. Licensee’s failure to meet the applicable commercialization milestone within the 60 Business Day cure period, wherein said failure is not cause by a Force Majeure Event, shall result in the exclusive license grant in Section 2.1 reverting to a non-exclusive license grant for the Term. All other terms of this Agreement shall remain unchanged.
Joint Development Plan. Omega and Nxxxx will jointly research and Develop the Licensed Product for all human therapeutic, palliative and/or prophylactic applications pursuant to a Joint Development Plan (the “Joint Development Plan”) setting forth each Party’s responsibilities and the Budget for Development of the Licensed Product. The initial Joint Development Plan is attached hereto as Appendix C. Any amendment or modification to the Joint Development Plan is subject to JSC approval.