Request for Modifications Sample Clauses

Request for Modifications. (a) Either party may propose either Material or Non-material Modifications to any part of the eSAS 2 Development Program, including the Product Requirements Document (and the Software Requirements Specifications that form part thereof), the Resource Plan (and the Technical Plan that forms part thereof), and the Budget, and including without limitation a request for a change to the FTE Labor Rate, as defined in Section 5.2.1, from time to time, as follows: (i) Chiron may propose and implement such Modifications from time to time in its sole discretion. However, unless Gen-Probe shall have approved a Material Modification using the process more particularly set forth in this Section 3, Chiron shall have no right to reimbursement of Development Costs for such Material Modification and Gen-Probe shall have no obligation to pursue regulatory approval or otherwise pursue development efforts with respect thereto. (ii) Gen-Probe may propose such Modifications from time to time. The process applicable to approval and implementation of any such proposed modifications shall be as described in this Section 3. (b) Changes, modifications or improvements to the eSAS 2 Instrument, after the Completion Date, are governed by the provisions of Section 4 below. (c) The Project Manager, and under his or her supervision, the Project Leaders and their respective teams, will review any proposed modification to the eSAS 2 Development Program; if the two Project Leaders mutually agree that a particular modification is a Material Modification or is a Non-material Modification, then such determination shall be conclusive. If the Project Leaders are unable to agree whether a particular requested modification is a Material or Non-material Modification, then the Supervisory Board shall review the requested change and make a determination with respect to whether such requested modification is a Material or Non-material Modification. If the Supervisory Board has met and consulted without resolution, then either Party may, in its discretion, determine that the Parties have reached an impasse with respect thereto and implement the escalation procedure described in Article 13 of the Agreement to resolve such impasse. (d) If the two Project Leaders mutually agree that a particular modification is a Non-material Modification and both Project Leaders mutually agree to implement such Non-material Modification, no additional approval shall be needed from the parties to implement such Non-material...

Request for Modifications. Either party may propose either Material or Non-material Modifications to any part of the Ultrio 2 Development Program from time to time during the term of this Ultrio 2 Addendum, including without limitation a request for a change to the FTE Labor Rate, as defined in Section 5.2.1. The process applicable to any such proposed modifications shall be as described in this Section 3. Changes, modifications or improvements to the Ultrio 2 Assay Product, after the Completion Date, and the parties’ obligations and rights with respect thereto, are governed by the provisions of Section 4 below. The Project Manager, and under his or her supervision, the project team, will review any proposed modification to the Ultrio 2 Development Program. Any modification which (i) reflects an increase in the actual Ultrio 2 Development Costs incurred that, when aggregated with all previously authorized modifications, of greater than [...***...] over the Development Costs reflected in the original Budget approved in effect as of the date this Ultrio 2 Addendum was executed by the parties, or (ii) contains a proposal to alter any Interim Event as compared to the most recently approved Timeline shall be deemed to be a Material Modification. The Supervisory Board shall review requested changes and make a determination with respect to whether such requested modifications are Material or Non-material Modifications. If the Supervisory Board has met and consulted without resolution, then either party may, in its discretion, determine that the parties have reached an impasse with respect thereto and implement the escalation procedure described in Article 13 of the Agreement to resolve such impasse.

Request for Modifications. Either party may propose either Material or Non-material Modifications to any part of the WNV Development Program from time to time during the term of this West Nile Virus Addendum, including without limitation a request for a change to the FTE Labor Rate, as defined in Section 5.2.1. The process applicable to any such proposed modifications shall be as described in this Section 3. Changes, modifications or improvements to the WNV Assay Product, after the Completion Date, are governed by the provisions of Section 4 below. The Project Manager, and under his or her supervision, the Project Leaders and their respective teams, will review any proposed modification to the WNV Development Program; if the two Project Leaders mutually agree in writing that a particular modification is a Material Modification or is a Non-material Modification, then such determination shall be conclusive. Unless the two Project Leaders determine to the contrary, any one or more of the following modifications shall be deemed to be a Material Modification: a modification that (i) reflects an increase in the actual WNV Development Costs incurred that, when aggregated with all previously authorized modifications, is greater than [***] over the Development Costs reflected in the original Budget approved as of the Addendum Effective Date, or (ii) contains a proposal to alter any Interim Event as compared to the most recently approved Timeline, or (iii) contains a proposal to submit a BLA in the United States for approval from the FDA, or (iv) increases the sales forecast of the WNV Assay Product to greater than [***] of the WNV Assay Product per month for [***]. If the Project Leaders are unable to agree whether a particular requested modification is a Material or Non-material Modification, then the Supervisory Board shall review the requested change and make a determination with respect to whether such requested modification is a Material or Non-material Modification. If the Supervisory Board has met and consulted without resolution, then either party may, in its discretion, determine that the parties have reached an impasse with respect thereto and implement the escalation procedure described in Article 13 of the Agreement to resolve such impasse.

Request for Modifications. Client reserves the right to modify, revise, or cancel any plans, schedules and, in the event Client so notifies Norton, Norton will take commercially reasonable steps as soon as reasonably practicable to give effect to Client’s instructions. In connection with any such action, Client agrees to pay Norton according to the terms of this Agreement for any work done, including but not limited to (a) reimbursing Norton for all expenses incurred relating thereto prior to the effective date of termination; (b) assuming Norton’s liability for all contracts and commitments Norton is unable to cancel, Norton having first taken all commercially reasonable steps as soon as reasonably practicable to so cancel; (c) reimbursing Norton for any cancellation penalties incurred and fees and expenses incurred in carrying out Client’s instructions; and (d) indemnifying Norton for all claims and actions by third parties for damages and expenses that result from carrying out Client’s instructions.

Request for Modifications. Either party may propose either Material or Non-material Modifications to any part of the Ultrio Development Program from time to time during the term of this Ultrio Addendum, including without limitation a request for a change to the FTE Labor Rate, as defined in Section 5.2.1. The process applicable to any such proposed modifications shall be as *CONFIDENTIAL TREATMENT REQUESTED

Request for Modifications. 9 3.2.2. Non-Material Modifications........................................................... 10

Request for Modifications. In the event that one party delivers a request for proposed Additional Product(s), proposed development Project or proposed amendments or modifications of the Statement of Work to the other party from time to time during the term hereof, or requests amendments or modifications of any Statement of Work prior to the Completion Date with respect to such Product, such party shall make such request for development, amendment or modification by submitting to the other party such request in writing, in sufficient detail to enable the other party to evaluate the request. Promptly upon receipt of such request, but in any event not more than ten (10) business days thereafter, the receiving party shall provide the submitting party with an oral indication of interest in proceeding with the request.