Common use of Additional Development of Program Clause in Contracts

Additional Development of Program. 10.1.1 Unless otherwise agreed to by the parties (including any agreement pursuant to section 10.2 below), Qmed shall be responsible for any further development or enhancement of the ohms|cad system. In the event that the parties decide to jointly pursue the further development or enhancement of the ohms|cad system, SB and Qmed will negotiate a separate agreement setting forth their respective rights and obligations with respect to developments or enhancements arising out of such activities. In the event that SB independently develops, makes, conceives or reduces to practice a potential enhancement to the ohms|cad system, and if Qmed agrees to incorporate the enhancement into the ohms|cad system, SB and Qmed shall negotiate a separate agreement setting forth their respective rights and obligations to such enhancements. 10.1.2 Qmed shall disclose to SB the complete texts of all patent applications filed by Qmed which relate to the ohms|cad monitor or the ohms|cad system or services as well as all information received concerning the institution or possible institution of any interference, opposition, re-examination, reissue, revocation, nullification or any official proceeding involving the patent applications. SB shall have the right to review all such pending applications and other proceedings and make recommendations to Qmed concerning them and their conduct. Qmed agrees to keep SB promptly and fully informed of the course of patent prosecution of other proceedings including by providing SB with copies of substantive communications, search reports and third party observations submitted to or received from patent offices. SB shall provide such patent consultation to Qmed at no cost to Qmed. SB shall hold all information disclosed to it under this section as confidential subject to the provisions of Section 16. 10.1.3 During the term of this Agreement, SB shall have the right to assume responsibility for any patent applications filed by Qmed which relate to the ohms|cad monitor or the ohms|cad system or services or any part of such patent applications which Qmed intends to abandon or otherwise cause or allow to be forfeited. Qmed shall give SB reasonable written notice prior to abandonment or other forfeiture of any such patent applications or any part of such patent applications so as to permit SB to exercise its rights under this paragraph.