R & D Program Clause Samples
The R & D Program clause defines the framework and expectations for research and development activities conducted under an agreement. It typically outlines the scope of the R&D work, the responsibilities of each party, timelines, deliverables, and reporting requirements. For example, it may specify which technologies or products are being developed, how progress will be measured, and how results will be shared or owned. The core function of this clause is to ensure both parties have a clear understanding of their roles and obligations in the R&D process, thereby minimizing misunderstandings and facilitating successful collaboration.
R & D Program. The Proponent shall undertake a comprehensive research and development program intended to establish the commercial, technical and economic feasibility of hydrometallurgical process technology to process the Nickel Concentrate (the “R & D Program”). The R & D Program will include the evaluation of chemical engineering sub-processes for the hydrometallurgical process, the mechanical equipment design for the Demonstration Plant and the construction and operation of the Demonstration Plant.
R & D Program. Abbott has previously extended the R & D Program set forth in Article 2 beyond the initial Research Term, which ended June 15, 1997. The parties hereby agree to amend the R & D Program, with certain modifications, as follows:
(i) The research and development services provided by ArQule to Abbott pursuant to Section 2.1. of the License Agreement shall continue until December 15, 1998, unless extended pursuant to paragraph (iii) below. [*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED TEXT IS INDICATED BY A “*”.
(ii) Abbott shall by December 31, 1997 pay ArQule additional research and development funding of * Dollars ($*), which funding will support the research and development services provided by ArQule to Abbott pursuant to Section 2.1. of the License Agreement through December 15, 1998.
(iii) Abbott may, at its option, extend the R & D Program for the one-year period commencing on December 16, 1998 and concluding on December 15, 1999, upon written notice to ArQule which is received by ArQule not later than June 15, 1998. The research and development funding for such one-year period shall be * Dollars ($*), payable in two equal installments of * Dollars ($*) with the first installment due on or before December 15, 1998 and the second installment due on or before June 15, 1999.
(iv) The parties acknowledge and agree that the research and development funding set forth in this Article is calculated based on a rate of *Dollars ($*) per ArQule FTE per calendar year (the “FTE Rate”). ArQule shall have no obligation to perform services in the R & D Program without payment by Abbott at the FTE Rate.
(v) This Article shall supersede Sections 2.3., 2.4.(c), and 2.4.(d) of the License Agreement.
R & D Program. 4.2.1 The Proponent shall undertake the R & D Program and as a part thereof shall construct the Demonstration Plant at a cost which the Proponent estimates will be $130 million. The Proponent shall commence the site development for the Demonstration Plant in 2002 and continue such development into 2003. The initiatives in support of these activities will include the operation of an information centre, preparation of environmental baseline studies and continued upgrading or replacement of utility services required for the Demonstration Plant, maintaining staging areas and cleanup and civil works at Argentia consisting of demolition, grading and earth works construction. The Proponent has scheduled the completion of the engineering, design and construction of the Demonstration Plant so that the Demonstration Plant Completion Date shall have occurred on or before 31 December 2006.
4.2.2 The Proponent shall provide to the Government within 15 days of the end of each calendar quarter commencing with the calendar quarter ending 31 December 2002, a detailed progress report on the results during such calendar quarter of the R & D Program, which report will detail costs incurred to the end of such calendar quarter and contain sufficient documentation and information to enable the Government to evaluate the Proponent’s progress with respect to the R & D Program and the development of hydrometallurgical process technology for processing the Nickel Concentrate. If requested by the Government, upon reasonable notice, the Proponent shall provide the Government and its representatives and advisors access, at reasonable times, to the facilities where the R & D Program is being conducted and make appropriate personnel of the Proponent available to respond to any requests for additional information.
4.2.3 In addition to the utilization of the Demonstration Plant for the purposes of developing hydrometallurgical process technology for processing the Nickel Concentrate, the Proponent shall explore business opportunities for the ongoing utilization of the Demonstration Plant for the evaluation of other concentrates and intermediate feeds after completion of the R & D Program.
R & D Program