Product Development Projects and Statements of Work - From time to time hereunder, the Parties may work on one or more product development projects. For each such project, the Parties will prepare a written project plan in the form of a Statement of Work (SOW). As a minimum, the SOW shall contain the following elements: • A detailed description of the Project; • Any design documents, conceptual or engineering drawings, material, process and manufacturing specifications; • Project deliverables; • Tasks, responsibilities and agreements of each Party relating to the Project; • Deadlines, interim milestones relating to performance under the Project; • Reasonable costs and expenses relating to DYTECH’s performance of the SOW to be paid for by AMEDICA according to Section 2.2 below. Each SOW must be signed by both Parties to be effective and shall thereafter be attached to this Agreement as a part of Exhibit B. Each Party shall designate at least one Project Manager to act as the principal point of contact between the two Parties with respect to this Agreement, and to oversee performance on each SOW. Both AMEDICA and DYTECH shall use commercially reasonable efforts to accomplish their respective tasks and objectives in accordance with the SOW(s). The first project plan and SOW pursuant to the execution of this Agreement shall be related to the transfer of Patent Rights and Process Know-how for Products from DYTECH to AMEDICA by way of the licensing agreements detailed in Article 3 below. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act of 1933, as amended. Notwithstanding any other provision contained herein to the contrary, all Technology developed, conceived or reduced to practice by DYTECH or both Parties pursuant to any SOW, shall be Developed Technology for all purposes hereunder.
