JOINT DEVELOPMENT AGREEMENTDevelopment Agreement |
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TRIKON TECHNOLOGIES INC | AVIZA TECHNOLOGY, INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.1
EXECUTION COPY – 3/14/05
JOINT DEVELOPMENT AGREEMENT
by and between
TRIKON TECHNOLOGIES, INC.
and
AVIZA TECHNOLOGY, INC.
dated
March 14, 2005
EXECUTION COPY – 3/14/05
TABLE OF CONTENTS
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ARTICLE I Definitions and Construction |
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1 |
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1.1 |
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Definitions |
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1 |
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1.2 |
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Construction |
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4 |
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ARTICLE II Development |
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4 |
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2.1 |
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General |
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4 |
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2.2 |
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Delivery of Existing Manufacturing Documentation and Software Source Code |
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4 |
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2.3 |
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Requirements |
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4 |
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2.4 |
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First Payment Milestones – Delivery of Trikon Transport Module and the Existing Manufacturing Documentation and Source Code |
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5 |
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2.5 |
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Delivery of Documented Transport Module Software |
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5 |
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2.6 |
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Second Payment Milestone – Delivery of Developed Software |
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5 |
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2.7 |
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Third Payment Milestone – Acceptance of Software |
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6 |
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2.8 |
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Milestone Dependencies |
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6 |
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ARTICLE III Project Management |
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7 |
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3.1 |
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Project Managers |
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7 |
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3.2 |
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Responsibilities |
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7 |
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3.3 |
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Appointment |
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7 |
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3.4 |
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Replacement |
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7 |
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3.5 |
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Facilities |
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7 |
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3.6 |
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Development Access |
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7 |
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ARTICLE IV Post-Development Supply and License |
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8 |
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4.1 |
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Supply Commitment |
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8 |
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4.2 |
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Price |
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8 |
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4.3 |
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Limitation |
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8 |
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4.4 |
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Manufacturing Documentation and Software Updates |
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8 |
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ARTICLE V Fees and Payment |
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9 |
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5.1 |
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Development Fee |
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9 |
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5.2 |
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License Fee |
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9 |
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5.3 |
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Royalties |
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9 |
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5.4 |
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Taxes |
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9 |
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5.5 |
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Payment Method |
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10 |
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ARTICLE VI IP Rights and Ownership |
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10 |
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6.1 |
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General IP Ownership |
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10 |
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ARTICLE VII IP and Software Licenses |
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10 |
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7.1 |
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General |
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10 |
-i-
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7.2 |
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Granted By Trikon |
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10 |
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7.3 |
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Delivery |
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11 |
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ARTICLE VIII Confidentiality |
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11 |
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8.1 |
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Confidential Information |
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11 |
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8.2 |
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Confidential Information Exclusions |
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11 |
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8.3 |
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Mandatory Disclosures |
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11 |
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8.4 |
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Confidentiality Obligation |
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11 |
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8.5 |
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Confidentiality of Agreement |
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12 |
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ARTICLE IX Representations and Warranties |
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12 |
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9.1 |
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Mutual Representations and Warranties |
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12 |
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9.2 |
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Trikon Representations and Warranties. |
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12 |
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9.3 |
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Existing Manufacturing Documentation and Software |
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13 |
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9.4 |
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Disclaimer |
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13 |
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ARTICLE X Indemnity |
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13 |
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10.1 |
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Indemnification by Trikon |
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13 |
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10.2 |
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Remedies |
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13 |
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10.3 |
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Limitations |
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14 |
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ARTICLE XI Limitation of Liability |
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14 |
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11.1 |
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CONSEQUENTIAL DAMAGES |
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14 |
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11.2 |
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LIMITATION OF LIABILITY |
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14 |
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ARTICLE XII Governing Law |
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14 |
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12.1 |
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Governing Law |
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14 |
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ARTICLE XIII Term and Termination |
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15 |
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13.1 |
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Term of Agreement |
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15 |
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13.2 |
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Termination by Aviza |
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15 |
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13.3 |
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Termination for Cause |
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15 |
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13.4 |
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Effect of Termination |
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15 |
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ARTICLE XIV Miscellaneous |
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15 |
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14.1 |
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Force Majeure |
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15 |
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14.2 |
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Import and Export |
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15 |
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14.3 |
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Relationship of Parties |
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15 |
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14.4 |
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No Third Party Beneficiaries |
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16 |
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14.5 |
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Notices |
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16 |
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14.6 |
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Assignment |
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16 |
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14.7 |
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Waiver and Modification |
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16 |
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14.8 |
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Severability |
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16 |
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14.9 |
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Trademarks |
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16 |
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14.10 |
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Freedom of Action |
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16 |
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14.11 |
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Entire Agreement |
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17 |
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14.12 |
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Counterparts |
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17 |
EXECUTION COPY – 3/14/05
TABLE OF EXHIBITS
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EXHIBIT A |
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Development Plan |
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EXHIBIT A-1 |
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