Common use of Research and Development Program Clause in Contracts

Research and Development Program. Based upon its expertise and on a commercially reasonable basis exercising its Best Efforts, THERAPEUTICS will establish an integrated Development Plan for the implementation of research and development programs for each SDC Product(s) evaluated and identified under Section 3.3(a) that, in its exercise of sound business judgment, it deems worth pursuing. The Development Plan, with mutually agreed upon performance standards and criteria, including time and event scheduling, will identify potential SDC Healthcare Product candidates, under Categories I and II, as set forth in Section 3.0, for development by either THERAPEUTICS or a Third Party(s). THERAPEUTICS shall collaborate and assist INNOVATIVE in identifying Category III SDC Product candidates. Upon evaluation and identification and SDC Product Categorization and approval by the EMC, THERAPEUTICS will conduct all product development, as more fully set forth in Section 3.0 hereof and bear full responsibility for all technical, scientific and clinical studies associated with the research and development of all Category I and II SDC Product(s) and those Category III SDC Product(s) categorized by the FDA as OTC drug products (Exhibit B as 3A and 3B). W02-W97-oc:LGA\41332973.5 FINAL DEVELOPMENT AND LICENSING AGREEMENT CONFIDENTIAL DATED SEPTEMBER 5, 2003 BY AND BETWEEN INNOVATIVE MEDICAL SERVICES AND THERAPEUTICS, INC. Page 14 OF 43