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DOCUMENT TITLE:  License and Development Agreement .
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Clause Heading
Article 1 - Definitions
2.1 - Exclusive License Grant.
2.2 - Manufacturing and Supply Rights Retained by Arrow.
2.3 - Further Assurances.
3.1 - Development of the Products.
3.2 - Access to Data and Information.
3.4 - Clinical Trial Data.
3.5 - Clinical Studies.
3.6 - Funding of Product Development.
4.1 - Commercialization in General.
4.2 - Compliance and Assistance.
4.3 - Promotional Materials.
5.1 - Steering Committee.
5.2 - Meetings.
5.3 - Decision-making of Steering Committee.
5.4 - Minutes.
5.5 - Expenses.
6.1 - Title to and Ownership of Regulatory Approvals.
6.2 - Responsibility for Regulatory Approval.
6.3 - Maintaining Regulatory Approval.
6.4 - Arrow Cooperation.
6.5 - Inspections, Inquiries and Complaints.
6.6 - Coordination.
7.1 - Ownership of Intellectual Property.
7.2 - Maintenance of Patents.
7.3 - Patent Prosecution.
7.4 - Notification of Patent Litigation.
7.5 - Patent Infringement.
7.6 - Title to Trademarks and Domains.
8.1 - Standalone Product Consideration.
(a) - Upon Execution.
(b) - Further Consideration For Performance From Effective Date to December 15, 2009.
(a) - Standalone Product Milestone Payments.
8.3 - Standalone Product Royalty Payments.
(a) - Standalone Product Royalty Payment.
(b) - Standalone Product Royalty Buy-Out Option.
8.4 - Combination Product Consideration.
(a) - Consideration For Execution.
(b) - Further Consideration For Performance From Effective Date to December 15, 2010.
(a) - Combination Product Milestone Payments.
8.6 - Combination Product Royalty Payments.
(a) - Combination Product Royalty Payment.
(b) - Combination Product Royalty Buy-Out Option.
8.7 - Payments.
9.1 - Quarterly Reports.
9.2 - Records.
9.3 - Audit Right of Each Party.
10.1 - Manufacturing Rights.
10.2 - Election Not to Manufacture or Supply.
11.1 - Representations of Arrow.
11.2 - Representations of Sepracor.
11.3 - Indemnification by Arrow.
11.4 - Indemnification by Sepracor.
12.1 - Confidential Information.
12.2 - Duties of Confidentiality and Non-Use.
12.3 - Compulsory Disclosure.
12.4 - Terms Confidential.
12.5 - Permitted Disclosure.
12.6 - Public Announcements.
12.7 - Publications.
13.1 - Non-Compete Obligations.
14.1 - Term.
14.2 - Early Termination.
(a) - Accrued Obligations.
(b) - Rights Become Non-Exclusive.
14.4 - Continuing Payment Obligations.
14.5 - Survival.
15.1 - Dispute Resolution Process.
15.2 - Arbitration.
16.1 - Force Majeure Affecting Either Party.
17.1 - Entire Agreement.
17.2 - Prevailing Agreement.
17.3 - Amendments.
17.4 - Cooperation.
17.9 - Assignment.
17.10 - Headings; Singular and Plural.
17.5 - Notices.
17.6 - Waiver and Estoppel.
17.7 - Severability.
17.8 - No Agency.
17.11 - Counterparts.