Common use of Request for development Clause in Contracts

Request for development. From time to time during the Term, Zomedica may request that Qorvo develop a specific Cartridge to perform a particular Assay (a “Cartridge Development Request”). In connection with each such Cartridge Development Request, Zomedica will provide to Qorvo, for the applicable Assay, the specifications for such Assay and the projected Cartridge volumes and market drivers over the upcoming five-year period (collectively for each Assay, the “Assay Information”). (1) If, following Qorvo’s review of each Cartridge Development Request (including the applicable Assay Information), Qorvo believes that such requested Assay is technically feasible and that the projected volumes support development of a Cartridge for such Assay, then Qorvo will propose a Cartridge SOW that specifies the development activities to be performed by or on behalf of Qorvo to configure a Cartridge to perform such Assay and to test the Instrument for use with each such Cartridge. (2) If Qorvo reasonably believes that a particular Assay requested by Zomedica is not technically feasible or that the projected volumes do not support development of a Cartridge for such Assay, then, in either case, Qorvo will notify Zomedica of the same within 30 days after receiving the Cartridge Development Request for such Assay (an “Assay Rejection Notice”) and both Parties will work in good faith to determine next steps; provided, however, that if Zomedica’s projected volumes for an Assay are equal to or greater than [*] Cartridges per calendar quarter, then Qorvo will have no right to issue an Assay Rejection Notice for such Assay solely on the basis that the projected volumes do not support development of a Cartridge for such Assay. Qorvo may alternatively propose amendments to the Cartridge Development Request for the Assay and if the Parties agree on such amendments, then Qorvo will develop the applicable Assay and no Assay Rejection Notice will be deemed to have been given and instead such Assay will count toward the Assay Development Obligation for the applicable year. If Qorvo provides an Assay Rejection Notice with regard to a Cartridge Development Request, then such Cartridge Development Request will count towards Zomedica’s fulfillment of the Assay Development Obligation if (a) the projected Cartridge volumes in such Cartridge Development Request are at least [*] cartridges per calendar quarter, and (b) the Proposed Assay Performance Requirements in such Cartridge Development Request require [*]. If Qorvo provides an Assay Rejection Notice with regard to a Cartridge Development Request in any other circumstance, then such Cartridge Development Request will not count towards Zomedica’s fulfillment of the Assay Development Obligation. (3) Notwithstanding the preceding clause (2), Qorvo will in no event provide an Assay Rejection Notice with respect to any Cartridge Development Request for any of the Assays listed on Schedule 3.3.1 attached to this Agreement. (4) Notwithstanding the foregoing, Zomedica will not request that Qorvo develop any assay that Zomedica knows (a) has Proposed Assay Performance Requirements that require [*] or (b) would infringe, misappropriate, or otherwise violate the Intellectual Property Rights of any Third Party.

Request for development. From time to time during the Term, Zomedica may request that Qorvo develop a specific Cartridge to perform a particular Assay (a “Cartridge Development Request”). In connection with each such Cartridge Development Request, Zomedica will provide to Qorvo, for the applicable Assay, the specifications for such Assay and the projected Cartridge volumes and market drivers over the upcoming five-year period (collectively for each Assay, the “Assay Information”). (1) If, following Qorvo’s review of each Cartridge Development Request (including the applicable Assay Information), Qorvo believes that such requested Assay is technically feasible and that the projected volumes support development of a Cartridge for such Assay, then Qorvo will propose a Cartridge SOW that specifies the development activities to be performed by or on behalf of Qorvo to configure a Cartridge to perform such Assay and to test the Instrument for use with each such Cartridge. (2) If Qorvo reasonably believes that a particular Assay requested by Zomedica is not technically feasible or that the projected volumes do not support development of a Cartridge for such Assay, then, in either case, Qorvo will notify Zomedica of the same within 30 days after receiving the Cartridge Development Request for such Assay (an “Assay Rejection Notice”) and both Parties will work in good faith to determine next steps; provided, however, that if Zomedica’s projected volumes for an Assay are equal to or greater than [*] Cartridges per calendar quarter, then Qorvo will have no right to issue an Assay Rejection Notice for such Assay solely on the basis that the projected volumes do not support development of a Cartridge for such Assay. Qorvo may alternatively propose amendments to the Cartridge Development Request for the Assay and if the Parties agree on such amendments, then Qorvo will develop the applicable Assay and no Assay Rejection Notice will be deemed to have been given and instead such Assay will count toward the Assay Development Obligation for the applicable year. If Qorvo provides an Assay Rejection Notice with regard to a Cartridge Development Request, then such Cartridge Development Request will count towards Zomedica’s fulfillment of the Assay Development Obligation if (a) the projected Cartridge volumes in such Cartridge Development Request are at least [*] cartridges per calendar quarter, and (b) the Proposed Assay Performance Requirements in such Cartridge Development Request require [*]. If Qorvo provides an Assay Rejection Notice with regard to a Cartridge Development Request in any other circumstance, then such Cartridge Development Request will not count towards Zomedica’s fulfillment of the Assay Development Obligation. [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission.] (3) Notwithstanding the preceding clause (2), Qorvo will in no event provide an Assay Rejection Notice with respect to any Cartridge Development Request for any of the Assays listed on Schedule 3.3.1 attached to this Agreement. (4) Notwithstanding the foregoing, Zomedica will not request that Qorvo develop any assay that Zomedica knows (a) has Proposed Assay Performance Requirements that require [*] or (b) would infringe, misappropriate, or otherwise violate the Intellectual Property Rights of any Third Party.