Failure to Use Diligence Sample Clauses

Failure to Use Diligence. If CENTOCOR, an Affiliate or Sublicensee is not expending Commercially Reasonable Efforts to diligently pursue, in accordance with Section 3.7(b), the development of at least one Licensed Therapeutic Antibody Product with respect to each license granted to CENTOCOR under Section 3.3(a) hereof, then MORPHOSYS shall have the right to terminate such license. However, MORPHOSYS shall only have the right to terminate the applicable Section 3.3(a) license with respect to which MORPHOSYS asserts that at least one Licensed Therapeutic Antibody Product is not being diligently pursued in accordance with Section 3.7(b) and (i) CENTOCOR is given a […***…] prior written notice by MORPHOSYS of MORPHOSYS’ intent to terminate, stating the reasons and justification for such termination as CENTOCOR failing to expend Commercially Reasonable Efforts in accordance with Section 3.7(b), and (ii) CENTOCOR has not taken good faith commercially reasonable steps during such […***…] to expend Commercially Reasonable Efforts in accordance with Section 3.7(b), for at least one Licensed Therapeutic Antibody Product covered by such Section 3.3(a) license. In accordance with the foregoing, this Section 9.3 shall not apply 49 of 124 ***Confidential Treatment Requested CONFIDENTIAL to any Licensed Products other than Licensed Therapeutic Antibody Products.
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Failure to Use Diligence. If ONCOMED or a Sublicensee is not diligently pursuing, in accordance with Section 4.8, the development and commercialization of [***] Licensed Therapeutic Product with respect to each Commercial Therapeutic License granted to ONCOMED, then MORPHOSYS shall have the right to terminate such Commercial Therapeutic License under the terms and conditions of this Agreement. MORPHOSYS [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. shall only have the right to terminate the applicable Commercial Therapeutic License with respect to which MORPHOSYS asserts that [***] in accordance with Section 4.8. Furthermore, MORPHOSYS shall not have the right to terminate the applicable Commercial Therapeutic License unless: (i) ONCOMED is given a [***] prior written notice by MORPHOSYS of MORPHOSYS’ intent to terminate, stating the reasons and justification for such termination, and recommending steps which ONCOMED should take in such development, and (ii) ONCOMED has not [***] development and commercialization, in accordance with Section 4.8, of [***]
Sample 1
Failure to Use Diligence. Any failure by Lilly to satisfy its obligations to use Commercially Reasonable Efforts hereunder with respect to Development or Commercialization of Products in any Major Market shall entitle Amylin to give Lilly notice of such alleged failure to meet its diligence obligations, requiring Lilly to begin using its Commercially Reasonable Efforts with respect thereto in accordance with this Section 9.6, and stating Amylin's intention to terminate Lilly's licenses under Sections 9.1(a), 9.5, and 10.1(a) in such Major Market if Lilly does not begin using such Commercially Reasonable Efforts. Within thirty (30) days following Lilly's receipt of any such notice from Amylin, Lilly shall provide Amylin with a written response specifying, in reasonable detail, how it has begun to use Commercially Reasonable Efforts in such Major Market. If Lilly does not provide such written response and begin using its Commercially Reasonable Efforts in accordance therewith within thirty (30) days after the receipt of such notice, then, effective upon the expiration of such thirty (30) day period, Amylin shall have the right to terminate the licenses granted to Lilly under Sections 9.1(a), 9.5 and 10.1(a) in such Major Market upon written notice to Lilly; provided, however, that in the event of a dispute between the Parties with respect to whether Lilly is using its Commercially Reasonable Efforts, such dispute shall be resolved in accordance with Article 13. In addition, in the event that Lilly determines not to pursue further Development or Commercialization of Products in any Major Market, then Lilly shall provide the JSC with a detailed statement of the reason therefore. If the JSC fails to agree upon the appropriate course of action, the matter may be submitted to Chief Executive Officer of Amylin and a member of the Lilly Policy Committee. If they are unable to agree, Lilly shall be entitled to make the final decision, unless Amylin can demonstrate that Lilly's actions constitute a failure to use Commercially Reasonable Efforts with respect to such Major Market. If Lilly is determined not to have used its Commercially Reasonable Efforts either before or after Product Launch, then Amylin shall have the right to terminate, the licenses granted to Lilly under Sections 9.1(a), 9.5 and 10.1(a) with respect to such Major Market upon written notice to Lilly. Upon any such termination, Lilly shall, and it hereby does, grant to Amylin an exclusive (even as to Lilly), irrevocable, perp...
Sample 1
Failure to Use Diligence 
Sample 1

Related to Failure to Use Diligence

  • Inspection by Lessor Upon reasonable advance notice, Lessee, during reasonable business hours and subject to Lessee's security requirements, will make the Equipment and its related log and maintenance records available to Lessor for inspection.

  • Completion of Due Diligence The Purchaser shall have completed all necessary due diligence investigations to its satisfaction.

  • Legal Due Diligence The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which shall be satisfactory to Administrative Agent in its sole discretion.

  • ACCESS AND COOPERATION; DUE DILIGENCE (a) Between the date of this Agreement and the Funding and Consummation Date, the COMPANY will afford to the officers and authorized representatives of METALS and the Other Founding Companies access to all of the COMPANY's sites, properties, books and records and will furnish METALS with such additional financial and operating data and other information as to the business and properties of the COMPANY as METALS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with METALS and the Other Founding Companies, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. METALS, NEWCO, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, METALS will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.

  • Due Diligence Examination At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times for the purposes of reviewing all Records and other data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property, subject to providing reasonable advance notice to Seller unless otherwise agreed to by Buyer and Seller (the “Due Diligence Examination”). Seller shall have the right to have its representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property.

  • Due Diligence During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review conducted by the Agent in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during normal business hours and at the Company’s principal offices, as the Agent may reasonably request from time to time.

  • Due Diligence Materials The information heretofore furnished by the Seller to the Purchaser for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Seller to the Purchaser will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading.

  • Inspection by Landlord Landlord shall have the right to inspect the Tenant Improvements at all times, provided however, that Landlord’s failure to inspect the Tenant Improvements shall in no event constitute a waiver of any of Landlord’s rights hereunder nor shall Landlord’s inspection of the Tenant Improvements constitute Landlord’s approval of the same. Should Landlord disapprove any portion of the Tenant Improvements, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved. Any defects or deviations in, and/or disapproval by Landlord of, the Tenant Improvements shall be rectified by Tenant at no expense to Landlord, provided however, that in the event Landlord determines that a defect or deviation exists or disapproves of any matter in connection with any portion of the Tenant Improvements and such defect, deviation or matter might adversely affect the mechanical, electrical, plumbing, heating, ventilating and air conditioning or life-safety systems of the Building, the structure or exterior appearance of the Building or any other tenant’s use of such other tenant’s leased premises, Landlord may, take such action as Landlord deems necessary, at Tenant’s expense and without incurring any liability on Landlord’s part, to correct any such defect, deviation and/or matter, including, without limitation, causing the cessation of performance of the construction of the Tenant Improvements until such time as the defect, deviation and/or matter is corrected to Landlord’s satisfaction.

  • Agreement Regarding Oral Due Diligence By participating in an Offering, each Underwriter agrees that it, each of its affiliates participating in an Offering as Underwriter or financial intermediary and each controlling person of it and each such participating affiliate are bound by the Agreement Regarding Oral Due Diligence currently in effect between Xxxxxx Xxxxxxx and the accounting firm or firms that participate in oral due diligence in such offering.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

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