Development Transition Clause Samples

The Development Transition clause outlines the process and requirements for transferring a project or asset from the development phase to the next stage, such as operations or ownership by another party. Typically, this clause specifies the conditions that must be met before the transition occurs, such as completion of certain milestones, delivery of documentation, or successful testing. Its core practical function is to ensure a smooth and clearly defined handover, minimizing misunderstandings and ensuring that all parties are aware of their responsibilities during the transition.
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Development Transition. The Parties shall work together in good faith to adopt, and Optimer shall have the final decision-making power with respect to, a plan to wind-down any Development activities with respect to the terminated Product in the Territory in an orderly fashion or, at Optimer’s election, promptly transition such Development activities to Optimer or its designee, with due regard for patient safety and the rights of any subjects that are participants in any clinical trials of such Product and take any actions it deems reasonably necessary or appropriate to avoid any human health or safety problems and in compliance with all Applicable Laws. Partner shall perform or cause to be performed its outstanding non-cancellable obligations with respect to Development of such terminated Product that existed or accrued prior to the notice date of termination; provided, however, that in no case shall Partner be obligated to pursue such activities for a period exceeding [...***...] after the date of notice of such termination.
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Development Transition. The Parties shall cooperate in the Development Transition described herein and in the transfer of any information and Know-How necessary for BMX to assume the development of the VIDAS Products. The parties have agreed upon a work plan which will provide for the transition of product development activities (hereafter the "Development Transition") from GP to BMX. It is the Parties' intent that the Development Transition work plan, a copy of which is attached as Exhibit D and incorporated herein by reference, shall provide for the transfer from GP to BMX of any knowledge, records, procedures, work instructions, formulations, and Know-How, necessary for the development of the VIDAS Products or in carrying out the tasks as previously performed by GP under the working relationship established between BMX and GP under the VIDAS Agreement. Know-How and other information regarding such activities disclosed by GP to BMX pursuant hereto may be used only in accordance with the rights granted under this Agreement. It is the Parties' intent that the Development Transition work plan shall also provide for the reasonable availability of GP personnel and support by GP in the event needed to ensure compliance with regulatory requirements or the orderly transfer of any development work to BMX, to the extent that such support can only reasonably be provided by Gen-Probe within the time-frame contemplated in the Development Transition work plan. Except as otherwise stated herein, it is the Parties' intent that GP's obligations in connection with the Development Transition shall terminate as of December 30, 2000 and the work plan shall reflect such termination date. Neither GP nor BMX shall have any responsibility with respect to the development of the VIDAS Products except as set forth in this Agreement and in the Development Transition work plan. GP shall be compensated by BMX for GP's activities during the Development Transition pursuant to the work plan, as set forth in Section 6.3, below.
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Development Transition. Following Virobay’s completion of the Phase 1 b/2a Clinical Trial under the Development Plan, the Parties will discuss whether ▇▇▇ will assume responsibility for Development or whether Virobay will continue Development under an amended Development Plan, subject to LEO’s reimbursement of costs incurred in accordance with the amended Development Plan. If the Parties agree that ▇▇▇ will assume responsibility for Development (or if the Parties fail to mutually agree that Virobay will continue Development), then Virobay will transfer to ▇▇▇ all Virobay Know-How not previously provided to ▇▇▇, including all pre-clinical and clinical data and reports, according to a process and timeline overseen by the JSC, and, for a three-month period, will provide reasonable assistance to ▇▇▇, at LEO’s cost, in LEO’s assumption of Development responsibility. If the Parties agree that Virobay will continue Development, then the Parties will amend the Development Plan to include the relevant activities and a budget therefor, and the transition activities under this Section 4.4 will occur upon the completion of all such activities by Virobay. The Parties intend that any such continued Development by Virobay under this Agreement will be in the U.S., and that ▇▇▇ may concurrently conduct Development activities for Licensed Products outside the U.S. The JSC shall confirm the completion of all transition activities under this Section 4.4.
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Development Transition. The Parties shall work together in good faith to adopt, and Optimer shall have the final decision-making power with respect to, a plan to wind-down any Development activities with respect to Products in the terminated country in an orderly fashion or, at Optimer’s election, promptly transition such Development activities to Optimer or its designee, with due regard for patient safety and the rights of any subjects that are participants in any clinical trials of Products in that country and take any actions it deems reasonably necessary or appropriate to avoid any human health or safety problems and in compliance with all Applicable Laws in that country. Partner shall perform or cause to be performed its outstanding non-cancellable obligations with respect to Development of any Compounds and Products that existed or accrued in that country prior to the notice date of termination; provided, however, that in no case shall Partner be obligated to pursue such activities for a period exceeding [...***...] after the date of notice of such termination.
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Development Transition. MRI Interventions has requested, and Merge Healthcare has agreed, that the development currently performed by Merge Healthcare on the software for MRI Interventions’ ClearPoint® system (the “ClearPoint Solution”) be transitioned to MRI Interventions. Accordingly, Merge Healthcare hereby agrees to deliver to MRI Interventions (i) the current version (as of the Amendment Effective Date) of the ClearPoint application level source code, (ii) the source code for the following (the “Merge Source Code”): (x) [***]; (y) [***] used in the development of the ClearPoint Solution and that are part of the Merge Healthcare Software; and (z) other Merge Healthcare Software, if any, that has been integrated into the ClearPoint Solution, and (iii) electronic copies of design history and device master record files, data in the ClearPoint source repository database, data in the issue tracking system (JIRA), and ClearPoint case and phantom data, for use by MRI Interventions in its internal development and its commercialization and exploitation of the ClearPoint Solution, subject to the following terms and conditions: (a) Merge Healthcare hereby grants MRI Interventions a non-exclusive, non-transferable, worldwide license to the Merge Source Code for the purposes described above. Except as expressly stated or reasonably contemplated to the contrary herein, all license terms, restrictions and limitations applicable to the Merge Healthcare Software as set forth in the Agreement, as well as the indemnification provisions set forth in Section 8 (Indemnities) of the Agreement, shall apply equally to the Merge Source Code; provided, however, that the parties agree that the license to the Merge Source Code is perpetual and shall survive the Term of the Agreement, unless terminated by MRI Interventions upon notice to Merge Healthcare or unless terminated by Merge Healthcare for cause. Merge Healthcare’s ability to terminate for cause shall be limited to instances of breach by MRI Interventions of any of the terms or conditions of this Amendment or any of the following provisions of the Agreement: clauses (c) through (f) of Section 2.2.2 (Restrictions With Respect To Merge Healthcare Software); Section 4 (Records and Audit) and Section 11 (Confidentiality); in any case if such breach is not cured by MRI Interventions within thirty (30) days following written notice thereof from Merge Healthcare. The parties agree that said terms and conditions shall survive expiration of the Term in th...
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Related to Development Transition

  • Contract Transition Upon Contract expiration or termination, the Contractor shall ensure a seamless transfer of Contract responsibilities with any subsequent Contractor necessary to transition the Products and services of the Contract. The incumbent Contractor assumes all expenses related to the contract transition.

  • Development and Commercialization Subject to Sections 4.6 and 4.7, Fibrocell shall be solely responsible for the development and Commercialization of Fibrocell Products and Improved Products. Fibrocell shall be responsible for all costs incurred in connection with the Fibroblast Program except that Intrexon shall be responsible for the following: (a) costs of establishing manufacturing capabilities and facilities in connection with Intrexon’s manufacturing obligation under Section 4.6 (provided, however, that Intrexon may include an allocable portion of such costs, through depreciation and amortization, when calculating the Fully Loaded Cost of manufacturing a Fibrocell Product, to the extent such allocation, depreciation, and amortization is permitted by US GAAP, it being recognized that the majority of non-facilities scale-up costs cannot be capitalized and amortized under US GAAP); (b) costs of basic research with respect to the Intrexon Channel Technology and Intrexon Materials (i.e., platform improvements) but, for clarity, excluding research described in Section 4.7 or research requested by the JSC for the development of a Fibrocell Product or an Improved Product (which research costs shall be reimbursed by Fibrocell); (c) [*****]; and (d) costs of filing, prosecution and maintenance of Intrexon Patents. The costs encompassed within subsection (a) above shall include the scale-up of Intrexon Materials and related active pharmaceutical ingredients for clinical trials and Commercialization of Fibrocell Products undertaken pursuant to Section 4.6, which shall be at Intrexon’s cost whether it elects to conduct such efforts internally or through Third Party contractors retained by either Intrexon or Fibrocell (with Intrexon’s consent).

  • Development Activities The Development activities referred to in item “b” of paragraph 3.1 include: studies and projects of implementation of the Production facilities; drilling and completion of the Producing and injection ▇▇▇▇▇; and installation of equipment and vessels for extraction, collection, Treatment, storage, and transfer of Oil and Gas. The installation referred to in item “c” includes, but is not limited to, offshore platforms, pipelines, Oil and Gas Treatment plants, equipment and facilities for measurement of the inspected Production, wellhead equipment, production pipes, flow lines, tanks, and other facilities exclusively intended for extraction, as well as oil and gas pipelines for Production Outflow and their respective compressor and pumping stations.

  • Development Program A. Development activities to be undertaken (Please break activities into subunits with the date of completion of major milestones) B. Estimated total development time

  • Development Plan document specifying the work program, schedule, and relevant investments required for the Development and the Production of a Discovery or set of Discoveries of Oil and Gas in the Contract Area, including its abandonment.