Common use of Continued Development Clause in Contracts

Continued Development. Within thirty (30) days following the execution of this Agreement, Transgenomic shall create a bank account funded with the amount of One Hundred Fifty Thousand Dollars ($150,000), said account to be owned by Transgenomic, and which funds will be used by Power3, with prior agreement by Transgenomic, to fund Power3’s clinical validation activities of the Neurodegenerative Diagnostic Tests; provided that the availability of such funds to Power3 shall be governed by the terms and conditions set forth in the Disbursement Control Agreement attached hereto as Exhibit D. Clinical validation of the Neurodegenerative Diagnostic Tests shall be the responsibility of Power3 until such time, if any, as Transgenomic shall assume some or all of the future responsibility for clinical validation of the Neurodegenerative Diagnostic Tests pursuant to Section 8.2. Power3 shall use commercially reasonable efforts for said development and shall keep Transgenomic informed about its progress in regular reports. Power3 shall disclose to Transgenomic the available technical and clinical performance data of the then-current version of its tests on regular basis, but in no event less often than monthly. 8.1.1 During the period of continued development of the Neurodegenerative Diagnostic Tests by Power3, Power3 shall: (a) prepare an Operating Plan and Budget for the clinical validation activities; (b) provide suitable laboratory facilities, equipment and personnel for the work to be done in carrying out the clinical validation activities; (c) coordinate and obtain the approval of Transgenomic prior to the publication of research results obtained from such continued development activities; (d) discuss with Transgenomic whether a license(s) need be obtained from any Third Person(s) in order to make, use or sell the Licensed Product; (e) determine, subject to the approval of Transgenomic, the priority of assays to be commercialized; (f) discuss the patent/intellectual property strategy and implementation plan for development and commercialization; (g) furnish Transgenomic with summary reports within fifteen (15) days after the end of each calendar quarter, describing its progress under the Operating Plan and Budget; and (h) prepare and furnish to Transgenomic comprehensive written reports within thirty (30) days after the end of each calendar quarter describing in detail the work accomplished by Power3 during such quarter and evaluating the results of such work. (i) Discuss the plan and timing of development by Transgenomic of next-generation high-throughput immunoassays and platforms, and the plan, timing and budget for the supporting role to be taken by Power3 in these efforts. 8.1.2 Power3 shall keep complete and accurate records of its expenditures under the Operating Plan and Budget. Transgenomic shall have the right, at its own expense, to appoint an independent certified public accountant to examine such records, during regular business hours at the place or places where such records are customarily kept, upon reasonable notice from Transgenomic, to the extent reasonably necessary to verify the accuracy of the expenditures and required reports. Transgenomic agrees to hold in confidence all information concerning such expenditures, other than their total amounts, and all information learned in the course of any audit or inspection, except to the extent that it is necessary for Transgenomic to reveal the information in order to enforce any rights it may have pursuant to this Agreement or if disclosure is required by law. Failure by Transgenomic to request verification of any expenditures within two years after such expenditure has been made shall be considered acceptance of the accuracy of such expenditure, and Power3 shall have no obligation to maintain any records pertaining to such report or statement beyond the two-year period.

Continued Development. Within thirty (30) days following the execution of this Agreement, Transgenomic shall create a bank account funded with the amount of One Hundred Fifty Thousand Dollars ($150,000), said account to be owned by Transgenomic, and which funds will be used by Power3, with prior agreement by Transgenomic, to fund Power3’s clinical validation activities of the Neurodegenerative Diagnostic Tests; provided that the availability of such funds to Power3 shall be governed by the terms and conditions set forth in the Disbursement Control Agreement attached hereto as Exhibit D. Clinical validation of the Neurodegenerative Diagnostic Tests shall be the responsibility of Power3 until such time, if any, as Transgenomic shall assume some or all of the future responsibility for clinical validation of the Neurodegenerative Diagnostic Tests pursuant to Section 8.2. Power3 shall use commercially reasonable efforts for said development and shall keep Transgenomic informed about its progress in regular reports. Power3 shall disclose to Transgenomic the available technical and clinical performance data of the then-current version of its tests on regular basis, but in no event less often than monthly. 8.1.1 During the period of continued development of the Neurodegenerative Diagnostic Tests by Power3, Power3 Power 3 shall: (a) prepare an Operating Plan and Budget for the clinical validation activities; (b) provide suitable laboratory facilities, equipment and personnel for the work to be done in carrying out the clinical validation activities; (c) coordinate and obtain the approval of Transgenomic prior to the publication of research results obtained from such continued development activities; (d) discuss with Transgenomic whether a license(s) need be obtained from any Third Person(s) in order to make, use or sell the Licensed Product; (e) determine, subject to the approval of Transgenomic, the priority of assays to be commercialized; (f) discuss the patent/intellectual property strategy and implementation plan for development and commercialization; (g) furnish Transgenomic with summary reports within fifteen (15) days after the end of each calendar quarter, describing its progress under the Operating Plan and Budget; and (h) prepare and furnish to Transgenomic comprehensive written reports within thirty (30) days after the end of each calendar quarter describing in detail the work accomplished by Power3 during such quarter and evaluating the results of such work. (i) Discuss the plan and timing of development by Transgenomic of next-generation high-throughput immunoassays and platforms, and the plan, timing and budget for the supporting role to be taken by Power3 in these efforts. 8.1.2 Power3 shall keep complete and accurate records of its expenditures under the Operating Plan and Budget. Transgenomic shall have the right, at its own expense, to appoint an independent certified public accountant to examine such records, during regular business hours at the place or places where such records are customarily kept, upon reasonable notice from Transgenomic, to the extent reasonably necessary to verify the accuracy of the expenditures and required reports. Transgenomic agrees to hold in confidence all information concerning such expenditures, other than their total amounts, and all information learned in the course of any audit or inspection, except to the extent that it is necessary for Transgenomic to reveal the information in order to enforce any rights it may have pursuant to this Agreement or if disclosure is required by law. Failure by Transgenomic to request verification of any expenditures within two years after such expenditure has been made shall be considered acceptance of the accuracy of such expenditure, and Power3 shall have no obligation to maintain any records pertaining to such report or statement beyond the two-year period.