Prototypes a. Prototypes and other similar non-production material will be accepted by the Customer and may not meet the quality criteria described herein. Customer may not use this material for production shipments.
Prototypes. As used herein, “Instrument Prototypes” shall mean the first functional Instrument prototype units, containing the planned hardware modules, enclosure and baseline software functionality to conduct assay integration, software integration, support hardware verification testing, develop manufacturing and test procedures and support preliminary reliability testing. Some components may not represent final parts (example: vacuum-formed instead of molded, machined instead of cast, etc). The software functionality will be limited at this stage and some workarounds may be required.
Prototypes. All right, title and interest, if any should exist, to any prototypes, mock-ups, simulations, or other implementations (whether or not completed or functional) created, developed, realized, acquired, owned, or made by or on behalf of Seller or Xxxxxxxx (independently or with others), or in which Seller or Xxxxxxxx have a legal or equitable right of ownership, through the Closing Date, relating to any invention, modification, advance, technology, patent, or application referred to in Sections 1.1(i)(a) - 1.1(i)(b);
Prototypes. Prior to showing each season’s Collection to the trade or commencing production of the Products for such Collection in accordance with the Time and Action Calendars, the Licensee shall produce pre-production prototypes (both initial (first) and second prototypes, where required by CKI) of each Product in the approved fabrications, or, if applicable, in those fabrications specifically requested by CKI (or, if CKI so permits on a season-by-season, case-by-case basis, pre-production prototypes of each ‘‘body’’ or style of Product in representative fabrications or those fabrications specifically requested by CKI), along with swatches and samples of sufficient size in order to determine hand and/or other aspects related to the Products that the Licensee proposes to include in such Collection, for CKI’s approval. No previously approved Licensed Products shall be included in a subsequent Collection unless and only if presented for inclusion and approved by CKI for such subsequent Collection. CKI shall have the right to approve or disapprove of any or all aspects of each prototype and to require modifications to meet its requirements for approval. Notwithstanding such requirements or approvals, all responsibility (and liability) for the merchantability, fit and technical requirements of such Licensed Products is and will belong to Licensee. If CKI disapproves any proposed carryover of a ‘‘core’’ item (i.e., part of the Collection for at least four prior seasons, if any), then the Licensee will discontinue such product within three months to enable the Licensee to fulfill outstanding orders. (Prototypes which have been approved by CKI, or those subject to changes being made by the Licensee, upon resubmission of corrected prototypes and subsequent approval by CKI, shall hereinafter be referred to as ‘‘Approved Prototypes.’’). The Licensee shall provide CKI with a photographic record of all Approved Prototypes for each Collection, and also, the Licensee shall promptly provide CKI, with a record of the use (i.e., the factory location in which each prototype will be used to produce the specific Licensed Products) of the Approved Prototypes, which shall include notification (i.e., e-mail, fax, modified purchase order to factory producing the particular item of Licensed Product) and evidence (e.g., in the form of duplicate or modified prototype) of any changes required by CKI. CKI may request that prototypes be developed in a standard size or to provide CKI with a variet...
Prototypes. During the development of the Integrated System, Roche and Dexcom shall deliver prototypes of the Accu-Chek Systems and the G5 System respectively, in accordance with the schedule specified in the Statement of Work, as required for testing and evaluation purposes. In the event that such prototypes fail to meet the mutually agreed upon criteria, the responsible party shall modify such prototypes and deliver a new prototype that conforms to such criteria. If after Dexcom finalizes the specifications and design for the G5 System, Dexcom learns of or discovers any material defects that affect the safety or efficacy of G5 System, it will notify Roche and use commercially reasonable efforts to remedy any such defects. If Dexcom learns of or discovers any material defects that affect the safety or efficacy of the Display Specifications, it will notify Roche and use commercially reasonable efforts to remedy any such defects. If after Roche finalizes the specifications and design for the Accu-Chek Systems, Roche learns of or discovers any material defects that affect the safety or efficacy of Accu-Chek Systems, it will notify Dexcom and use commercially reasonable efforts to remedy any such defects to the Accu-Chek System or improvements to the Display Specifications. If Roche notifies Dexcom that the Display Specifications affects the safety or efficacy of the Accu-Chek System, the Parties shall use commercially reasonable efforts to remedy any such defects. ***** CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS
Prototypes. 6.1 Endwave shall provide TRW with functionally working and properly tested prototypes of the Parts corresponding to Endwave's Development Work (hereinafter referred to as 'Prototypes') of the Parts in the amounts specified in APPENDIX 1. The Prototypes shall meet the Specifications. As provided in the Merger Agreement, TRW will bear all development responsibilities and all costs of development of the Prototypes up through the E4 milestone (after which Endwave shall be responsible for all remaining development costs); provided, however, that in the event of a Change in the E4 milestone criteria after the date hereof, Endwave shall be responsible for all development responsibilities (which Endwave may subcontract to TRW pursuant to the Services Agreement, dated the date hereof, between TRW and Endwave) and all costs of E4 milestone development after the date of such xxxxxx.Xx payments shall be owing to Endwave on account of the Prototypes, except according to the parties' agreement upon a Change.