CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION Sample Clauses

CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION as set forth in the prior sentence), prior to [***] that would [***] the pendency of any such filing, with prior written notice of such proposed action or inaction so that Licensee has a reasonable opportunity to review and comment. In furtherance of the foregoing requirements, Licensor shall itself, or shall instruct and use reasonable efforts to ensure that its outside patent counsel, promptly forward to Licensee a copy of [***] received from or sent to [***] relating to the Licensed Patents, and Licensor and Licensee each agree to [***] if deemed advisable by Licensee’s and/or Licensor’s patent counsel.
CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version 5.5. The Parties agree that in the event of any breach by one party of any of its obligations hereunder, the other party will suffer irreparable harm and that monetary damages will be inadequate to compensate such party for such breach. Accordingly, each Party agrees that the other will, in addition to any other remedies available to it at law or in equity, be entitled to preliminary and permanent injunctive relief to enforce any such breach of the terms of this Section 5.
CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version b. STRATEC hereby grants to QUOTIENT, and if necessary, shall obtain for QUOTIENT at STRATEC cost from any third-party owning Third Party IP, paid-up licenses to use all Third Party IP rights necessary and in accordance with the agreed upon Instrument specifications for QUOTIENT to sell, and its customers to use, the Instrument. STRATEC warrants that it will use commercially reasonable efforts to avoid the need for the use of Third-Party IP in the Instrument instruments or development thereof; provided, however, that the Parties recognize that despite such efforts by STRATEC, Third-Party IP may be required and may be used and incorporated by STRATEC upon written notice to QUOTIENT and a reasonable opportunity to discuss available alternatives. Furthermore, in all cases where Third-Party IP is used, STRATEC guarantees that it shall obtain necessary licenses for use of such Third-Party IP in the development of the Instrument.
CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version e. Milestone 4: Upon STRATEC’s completion of the prototype phase (Milestone 4) STRATEC shall provide QUOTIENT with a written notice thereof including evidence that Shipping Criteria have been met. Within ten (10) working days after QUOTIENT’S receipt of such notice QUOTIENT is requested to (i) release the shipment of the Instrument Prototype unit(s) or (ii) to decline STRATEC’s achievement of Shipping Criteria, providing STRATEC with a detailed written justification thereof. If QUOTIENT declines STRATEC’s achievement of Shipping Criteria the procedure as outlined in section (j) of this paragraph shall apply. If QUOTIENT releases the shipment of the Instrument Prototype unit(s) or fails to decline STRATEC’s achievement of Shipping Criteria within 10 working days after QUOTIENT’S receipt of STRATEC’s notice STRATEC shall be allowed to both ship the Instrument Prototype unit(s) and invoice QUOTIENT for the amount due. QUOTIENT shall remit Payment to STRATEC within thirty (30) days of receipt of the invoice.
CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version b. Each party shall name a finite number of personnel as Core Team members. The Core Team members (Exhibit 2) must comprise at least one Project Manager each for QUOTIENT and STRATEC. Each party shall primarily communicate to the other party through, and direct any and all communication regarding the development activities performed under this Agreement to, the other party’s Project Manager. When appropriate, Core Team members of each party may communicate directly. Any communication from one party to the other party that is not directed to a Core Team member shall be deemed as being outside the scope of this Agreement and shall not bind either party. The Core Team shall have the right to change Project Parameters within a contractually predefined framework, provided that any changes resulting in a significant impact on the price, timeline or features of the Instrument shall be referred to the Steering Committee. For the purposes of this Section 2.4.b, a “significant impact” shall include, without limitation, a delay of four (4) weeks or more to the Timeline, an increase of two hundred thousand Euros (€200,000) or more to the Development Cost, and an increase of seven hundred and fifty Euros (€750) or more to the Transfer Price.
CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version i. Milestone 8: Within a period not exceeding thirty (30) days following STRATEC’s declaration of production readiness QUOTIENT shall complete all of QUOTIENT’S procedures required and authorize STRATEC to release the Instrument into series production. If QUOTIENT declines to authorize STRATEC to release the Instrument into series production QUOTIENT is requested to provide STRATEC with a detailed written justification thereof and the procedure as outlined in Section k of this paragraph shall apply.
CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version to an Affiliate or to a purchaser of substantially all of the assets of the business to which this Agreement relates without the prior consent of the other party. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors and permitted assignees. No express waiver or any prior breach of this Agreement shall constitute a waiver of any subsequent breach hereof and no waiver shall be implied.
CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version and specifications, test data, charts and graphs, manufacturing procedures, operation sheets, bills of material and lists and any other information, formulas, methods or equipment relating to Pre-Existing QUOTIENT Technology, Pre-Existing STRATEC Technology and any New Technology as described hereunder.
CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version (such approval not to be unreasonably withheld) for review and analysis of the conformity of the Instrument (whether in Breadboard, Prototype, Validation or Production form) to the relevant criteria. The Parties shall provide such independent expert or laboratory with all records and documentation relevant to the determination of the matter. The costs associated with such analysis shall be paid by the Party whose assessment of the conformity of the Instrument with the relevant criteria was mistaken.
CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version STRATEC warrants to QUOTIENT to the best STRATEC’s knowledge, that the work performed and delivered and accepted by QUOTIENT does not directly infringe upon any published instrumentation and software related patents, as of the date of acceptance under this Agreement by QUOTIENT, issued in the U.S. (excluding any software patent claims not considered patentable outside the U.S.), by the European Patent Office, or the German Patent Office as of the Effective Date, or any copyright, or trade secret of any third party.