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DOCUMENT TITLE:  DEVELOPMENT AND LICENSE AGREEMENT .
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Clause Heading
1 - DEFINITIONS.
(a) - Members; Officers.
(a) - Members; Officers.
(b) - Responsibilities.
(b) - Responsibilities.
(c) - Meetings.
(c) - Meetings.
(d) - Decision-making.
2.3 - Minutes of JEC and JDC Meetings.
2.4 - Duration of Committees.
2.5 - Expenses.
2.6 - Alliance Managers.
2.7 - Scope of Committees.
3.1 - Rights Granted to Alpharma.
3.2 - Sublicense Rights.
3.4 - Exclusivity.
(a) - Product Trademarks.
(b) - License to Durect Trademark.
(a) - Development Plan.
(b) - Trials and Regulatory.
(c) - Development Diligence.
(c) - Durect Rights.
4.1 - Development Generally.
4.4 - Other Development Matters.
4.5 - Line Extensions.
4.6 - Durect Development Responsibilities.
4.7 - Development Data.
4.8 - Reporting Adverse Events.
4.9 - Permitted Development Personnel.
5.1 - Generally.
5.2 - Post-Registration Studies.
5.3 - Alpharma Responsibilities; Rights.
5.4 - Annual Commercialization Reports.
5.5 - Sales Forces.
6.1 - One-time Payments to Durect.
6.2 - Royalties.
(a) - Patent Royalties.
(b) - Know-How Royalties.
6.3 - Sublicense Income.
6.4 - Existing Third Party Royalties.
7.1 - Payments of Royalties.
7.2 - Mode of Payment for One-Time Payments and Royalties.
7.3 - Currency Conversion.
7.4 - Records Retention.
7.5 - Audit Request.
7.6 - Cost of Audit.
7.7 - No Non-Monetary Consideration for Sale.
8.1 - Responsibility.
8.2 - Technology Transfer.
8.3 - Commercial Supply in Territory.
9.1 - Ownership of Collaboration Inventions.
(a) - Durect Controlled Patents.
(b) - Joint Patents.
(c) - Alpharma Patents.
9.3 - Patent Certifications.
9.4 - Enforcement of Patent Rights.
9.5 - Defense of Patents.
9.6 - Patent Infringement Claims.
9.7 - Patent Term Extensions.
9.8 - Prosecution of Durect Trademark.
10.6 - Limitations on Use.
9.9 - Enforcement of Durect and Product Trademarks.
10.1 - Notification.
10.2 - Review.
10.3 - Publicity.
10.4 - Confidentiality.
10.5 - Exceptions to Obligation.
10.7 - Remedies.
11.1 - Representations and Warranties of the Parties.
11.2 - Additional Representations and Warranties of Durect.
11.3 - Disclaimer of Other Warranties.
11.4 - Survival of Representations.
12.1 - Indemnification by Durect.
12.2 - Indemnification by Alpharma.
12.3 - Shared Liability.
12.4 - Indemnification Procedure.
12.5 - Cost of Enforcement.
12.6 - LIMITATION ON DAMAGES.
12.7 - Insurance.
13.1 - Term of Agreement.
(a) - HSR Compliance.
(b) - Cooperation.
(c) - Termination Right.
(a) - Without Cause.
(b) - Safety.
13.8 - Post-Termination.
13.9 - Surviving Provisions.
13.4 - Termination for Material Breach.
13.5 - Termination for Patent Challenge.
13.6 - Termination for Bankruptcy.
13.7 - Effect of Termination.
14.1 - Relationship of Parties.
14.2 - Assignment.
14.3 - Books and Records.
14.4 - Further Actions.
14.5 - Notice.
14.6 - Use of Name.
14.7 - Waiver.
14.8 - Counterparts.
14.9 - Severability.
14.10 - Amendment.
14.11 - Governing Law.
14.13 - Compliance with Laws.
14.14 - Force Majeure.
14.15 - Entire Agreement.
14.16 - Parties in Interest.
14.17 - No Third Party Beneficiaries.
14.18 - Descriptive Headings; Certain Terms.
14.19 - Fees and Payments.
14.12 - Dispute Resolution.
14.20 - No Implied Licenses.
14.21 - Information for Financial Reporting.