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 • Up to 15 Validation Instruments (validation units in STRATEC’s terminology) at a transfer price of Euros [***] per unit. Five (5) of these Validation Instruments shall be QUOTIENT’S property but remain at STRATEC until the end of the development program. The total number of Validation Instruments to be ordered shall be mutually agreed upon no later than at the end of Phase 1. • The Parties will use reasonable efforts to implement a cost reduction program which may reduce the transfer prices set forth above. • QUOTIENT may request delivery of reasonable quantities of additional Instrument Prototypes or Validation Instruments. STRATEC shall not unreasonably withhold its consent to such request. The parties shall reasonably negotiate any price changes based on changes in STRATEC’s costs for the additional instruments. For the sake of clarity: The transfer price of Instrument Prototype and Validation Instruments (together, the “Transfer Price”) includes spare parts and support as described above supplied by STRATEC.
CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. STRATEC Development Agreement Signature version MILESTONE SCHEDULE Details are provided in the Project Plan MS Development Milestone Date Payment 1 Execution of Agreement 7 Jan 2014 [***] 2 Completion of phase 1 and mutual sign-off of PDR, Reliability Program Plan, Acceptance Criteria and Shipping Criteria/ breadboard testing 31May 2014 [***] 3 Approval of Hardware Design Specification Documents 31 July 2014 [***] 4 Completion of phase 2 and delivery of first Prototypes for assay integration 31 Oct 2014 [***] 5 Acceptance of Prototypes 15 Dec 2014 [***] 6 Completion of phase 3 and delivery of first Validation instruments 31 Oct 2015 [***] 7 Acceptance of Validation instruments 31 Jan 2016 [***] 8 Completion of phase 4 and delivery of first series units for testing and documentation 31 July 2016 [***] Total Amount Due Euro
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.
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 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 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 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