Common use of Development and Commercialization Clause in Contracts

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its commercial reasonable efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in the PCB Field in accordance with the Development Plan approved by Yissum, a copy of which is attached to this Agreement as Appendix B. The Development Plan may be modified from time to time by the Company as reasonably required in order, inter alia, to achieve the commercialization goals set forth above, upon Yissum’s prior written approval (not to be unreasonable withheld), but without derogating from the dates of the achievement of the milestones set forth in this Section 5. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and PCB Development Results. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercial reasonable efforts to meet all of the milestones set forth in Appendix B attached hereto (the “PCB Development Milestones”). 5.2. The Company shall (i) provide Yissum with periodic written reports (“Development Reports”) not less than once per every six (6) months concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Yissum informed on a timely basis concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum's request, from time to time, provide Yissum with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the PCB Development Results and other Development Results, as relevant, and any other related work effected by the Company or by any Affiliate or Sub-Licensee during the six (6) month period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the six (6) month period prior to the report; (c) the Company’s plans in respect of the testing and commercialization of Products for the following six (6) months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; as well as a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product in the PCB Field differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor and shall prepare a modified Development Plan for Yissum’s review and approval. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of the Company hereunder. 5.3. The Company shall pursue the development of all uses of the Licensed Technology in the Field that are commercially reasonable in light of the Company's size and resources at any given time (at Company's commercially reasonably discretion). 5.4. Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize its revenues from such Product on a regular and consistent basis. 5.5. If the Company shall not meet the PCB Development Milestones and not otherwise commercialize the Products in the PCB Field within a reasonable time frame, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 18.8; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company's failure to meet its obligations of to achieve the PCB Development Milestones and shall allow the Company one hundred and eighty (180) days to cure such failure. The Company's failure to cure such failure within such one hundred and eighty (180) day period to Yissum's reasonable satisfaction shall result in the immediate imposition of an Annual PCB License Maintenance Fee beginning at $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first year and increasing each year of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]% up to a maximum of $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Once begun, the Annual PCB License Maintenance Fee shall be payable by the Company for the duration of the License Term. The Annual PCB License Maintenance Fee is non-refundable, but may be credited each year against Royalties payable on account of Net Sales made during that year. For the avoidance of doubt, the Annual PCB License Maintenance Fee is in addition to, not in place of, the License Maintenance Fee described in Section 7.3, below. 5.6. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.7. The Company agrees to provide Yissum and/or the University (for no more than the cost of production) a reasonable number units of any Product developed and/or manufactured under this Agreement, for academic research purposes in the University under the supervision of the Researcher only.

Appears in 2 contracts

Sources: License Agreement (Nano Dimension Ltd.), License Agreement (Nano Dimension Ltd.)

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its commercial reasonable best efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in the PCB Field in accordance with the Development Plan approved by Yissum, a copy of which is attached to this Agreement as Appendix B. The Development Plan may be modified from time to time by the Company as reasonably required in order, inter alia, order to achieve the commercialization goals set forth above, upon Yissum’s prior written approval (not . In case of a need to be unreasonable withheld), but without derogating from the modify dates of the achievement of the development milestones set forth in this Section 5the Development Plan (the “Development Milestones”) a prior notice regarding the modification will be sent to Yissum by the Company. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and PCB subsequent Development Results. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercial reasonable efforts to meet all of the milestones set forth in Appendix B attached hereto (the “PCB Development Milestones”). 5.2. The Company shall (i) provide Yissum with periodic written reports (“Development Reports”) not less than once per every six twelve (612) months concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Yissum Y▇▇▇▇▇ informed on a timely basis concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum's ’s request, from time to time, provide Yissum with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the PCB Development Results and other Development Results, as relevant, and any other related work effected by the Company or by any Affiliate or Sub-Licensee Sublicensee during the six twelve (612) month month’ period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the six twelve (612) month month’ period prior to the report; (c) the Company’s plans in respect of the testing and testing, undertaking of trials or commercialization of Products for the following six twelve (612) months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; as well as a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product in the PCB Field differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor and shall prepare a modified Development Plan for Yissum’s review and approval. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of the Company hereundermonths . 5.3. The Company Company, subject to its sole discretion, shall pursue the development and registration of all commercially reasonable indications or uses of the Licensed Technology in the Field that are commercially reasonable in light of the Company's size and resources at any given time (at Company's commercially reasonably discretion)Field. 5.4. Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize its revenues from such Product on a regular and consistent basis. 5.5. If the Company shall not meet the PCB Development Milestones and or shall not otherwise commercialize the Products in the PCB Field within a reasonable time frame, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 18.817.9, below; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company's ’s failure to meet its obligations of to achieve the PCB Development Milestones diligence and shall allow the Company one hundred and eighty sixty (18060) working days to cure such failurefailure of diligence. The Company's ’s failure to cure such failure within such one hundred and eighty sixty (18060) day working days period to Yissum's ’s reasonable satisfaction shall result be a material breach of this Agreement, entitling Yissum to immediate termination under Section 15.2 below. Despite the above, if the Company’s is acting in good faith and in a diligent manner to meet the immediate imposition of an Annual PCB License Maintenance Fee beginning at $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first year and increasing each year of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]% up to a maximum of $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Once begunDevelopment Milestone, the Annual PCB License Maintenance Fee shall time line to reach the Development Milestone will be payable automatically extended by the Company for the duration of the License Term. The Annual PCB License Maintenance Fee is non-refundable, but may be credited each year against Royalties payable on account of Net Sales made during that year. For the avoidance of doubt, the Annual PCB License Maintenance Fee is in addition to, not in place of, the License Maintenance Fee described in Section 7.3, belowsix (6) month. 5.65.5. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.75.6. The Company agrees to provide Yissum and/or the University (for no more than the cost of productionconsideration) a reasonable number of units of any Product developed and/or manufactured under this Agreement, for academic research purposes in the University under the supervision of the Researcher only.

Appears in 2 contracts

Sources: Research and License Agreement (INNOCAN PHARMA Corp), Research and License Agreement (INNOCAN PHARMA Corp)

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its commercial reasonable best efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in the PCB Field in accordance with the Development Plan approved by Yissum, a copy of which is attached to this Agreement as Appendix B. The Development Plan may be modified from time to time by the Company as reasonably required in order, inter alia, order to achieve the commercialization goals set forth above, upon Yissum’s prior written approval (not to be unreasonable withheld)approval, but without derogating from the dates of the achievement of the milestones Milestones set forth in this Section 5. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and PCB subsequent Development Results. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercial reasonable efforts to meet all of the following milestones set forth in Appendix B attached hereto (the “PCB Development Milestones”).) attached as Appendix B. 5.2. The Company shall at the request of Yissum (i) provide Yissum with periodic written reports (“Development Reports”) not less than once per every six twelve (612) months concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Yissum informed on a timely basis concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum's ’s request, from time to time, provide Yissum with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the PCB Development Results and other Development Results, as relevant, and any other related work effected by the Company or by any Affiliate or Sub-Licensee Sublicensee during the six twelve (612) month months period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the six (6) month months period prior to the report; (c) the Company’s plans in respect of the testing and testing, undertaking of trials or commercialization of Products for the following six twelve (612) months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; as well as a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product in the PCB Field differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor and shall prepare a modified Development Plan for Yissum’s review and approval. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of the Company hereunder. 5.3. The Company shall pursue the development and registration of all commercially reasonable indications or uses of the Licensed Technology in the Field that are commercially reasonable in light of the Company's size and resources at any given time (at Company's commercially reasonably discretion)Field. 5.4. Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize its revenues from Net Sales of such Product on a regular and consistent basis. Payments of the License Maintenance Fee as set forth in Section ‎7 below, shall not release the Company from its obligation as stated in this Section. 5.5. If the Company shall not meet the PCB Development Milestones and or shall not otherwise commercialize the Products in the PCB Field within a reasonable time frame, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 18.817.9, below; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company's ’s failure to meet its obligations of to achieve the PCB Development Milestones diligence and shall allow the Company one hundred and eighty (180six(6) days to cure such failure. The Company's failure months to cure such failure of diligence. The Company’s failure to cure within such one hundred and eighty six (1806) day months period to Yissum's ’s reasonable satisfaction shall result in the be a material breach of this Agreement, entitling Yissum to immediate imposition of an Annual PCB License Maintenance Fee beginning at $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first year and increasing each year of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]% up to a maximum of $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Once begun, the Annual PCB License Maintenance Fee shall be payable by the Company for the duration of the License Term. The Annual PCB License Maintenance Fee is non-refundable, but may be credited each year against Royalties payable on account of Net Sales made during that year. For the avoidance of doubt, the Annual PCB License Maintenance Fee is in addition to, not in place of, the License Maintenance Fee described in termination under Section 7.3, 15.2 below. 5.6. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.7. The Company agrees to provide Yissum and/or the University (for no more than the cost of productionconsideration) a reasonable number of units of any Product developed and/or manufactured under this Agreement, for academic research purposes in the University under the supervision of the Researcher only.

Appears in 1 contract

Sources: License Agreement (Cannapowder, Inc.)

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its commercial reasonable best efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in the PCB Field in accordance with a written plan and timetable for the Development Plan approved by Yissum, development and the commercialization of Products a copy of which is attached to this Agreement as Appendix B. C. The Development Plan may be modified from time to time by the Company as reasonably required in order, inter alia, order to achieve the commercialization goals set forth above, upon Yissum’s prior written approval (approval, which shall not to be unreasonable withheld)unreasonably denied, but without derogating from the dates of the achievement of the milestones set forth in this Section 5conditioned or delayed. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and PCB subsequent Development Results. 5.2. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercial reasonable efforts to meet all of the milestones set forth in Appendix B attached hereto The Parties shall establish a steering committee (the “PCB Development MilestonesCommittee”) to oversee the exercise of the License including the Company’s development efforts. Each Party shall be entitled to designate two representatives to the Committee (the “Representatives”). 5.2, which shall meet at least once every six (6) months. The Representatives shall be bound by the confidentiality arrangements set out in this Agreement. The Company shall consult with Yissum, via Yissum's Representatives, in respect of significant decisions related to the exercise of the License. For the avoidance of doubt, the Committee shall be a forum for the exchange of information between the Parties with respect to the foregoing matters, shall act only in an advisory capacity and shall not have decision-making powers. The Company shall (i) prepare and provide to Yissum via Yissum's Representatives with periodic written reports (“Development Reports”) not less than once per every six (6) months from the Effective Date concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Yissum informed via Yissum's Representatives on a timely basis concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum's reasonable request, from time to time, provide Yissum with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the PCB Development Results and other Development Results, as relevant, and any other related work effected by the Company or by any Affiliate or Sub-Licensee Sublicensee during the six (6) month period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the six (6) month period prior to the report; (c) the Company’s plans in respect of the testing and commercialization of Products for the following six (6) months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; as well as sales forecasts, if any have been made in the regular course of the Company's business; a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product in the PCB Field differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor ; and shall prepare a modified detail all proposed changes to the Development Plan for Yissum’s review and approval. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate Plan, including the performance of the Company hereunderreasons therefore. 5.3. The Company shall pursue the development and registration of all commercially reasonable indications or uses of the Licensed Technology Product in the Field Field. In the event that are commercially reasonable in light the Company shall decide not to pursue the development of a particular indication or use of the Company's size and resources at any given time (at Company's commercially reasonably discretion)Product, the Company shall use its best commercial efforts to sublicense the particular indication or use of the Product. 5.4. Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize its revenues from Net Sales of such Product on a regular and consistent basis. 5.5. Payments of the License Maintenance Fee as set forth in section 7, below, shall not release the Company from its obligation as stated in this section. If the Company shall not meet the PCB Development Milestones and not otherwise commercialize the Products in the PCB Field within a reasonable time frame, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 18.8majeure; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company's failure to meet its obligations of to achieve the PCB Development Milestones diligence and shall allow the Company one hundred and eighty ninety (18090) days to cure such failureits failure of diligence. The Company's failure to cure such failure within such one hundred and eighty (180ninety(90) day period to Yissum's reasonable satisfaction shall result in the immediate imposition be a material breach of an Annual PCB License Maintenance Fee beginning at $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first year and increasing each year of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]% up to a maximum of $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Once begun, the Annual PCB License Maintenance Fee shall be payable by the Company for the duration of the License Term. The Annual PCB License Maintenance Fee is non-refundable, but may be credited each year against Royalties payable on account of Net Sales made during that year. For the avoidance of doubt, the Annual PCB License Maintenance Fee is in addition to, not in place of, the License Maintenance Fee described in Section 7.3, below. 5.6. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.7. The Company agrees to provide Yissum and/or the University (for no more than the cost of production) a reasonable number units of any Product developed and/or manufactured under this Agreement, for academic research purposes in the University under the supervision of the Researcher only.

Appears in 1 contract

Sources: Research and License Agreement (Immune Pharmaceuticals Inc)

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its commercial reasonable best efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in the PCB Field in accordance with the Development Plan approved by Yissum, a copy of which is attached to this Agreement as Appendix B. The Development Plan may be modified from time to time by the Company as reasonably required in order, inter alia, order to achieve the commercialization goals set forth above, upon Yissum▇▇▇▇▇▇’s prior written approval (not to be unreasonable withheld)approval, but without derogating from the dates of the achievement of the milestones set forth in this Section 5the Development Plan (the “Development Milestones”). All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and PCB subsequent Development Results. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercial reasonable efforts to meet all of the milestones set forth in Appendix B attached hereto (the “PCB Development Milestones”). 5.2. The Company shall (i) provide Yissum with periodic written reports (“Development Reports”) not less than ), once per every six twelve (612) months months, concerning all the material activities undertaken in respect of the exercise of the License, as detailed below; (ii) keep Yissum ▇▇▇▇▇▇ informed on a timely basis concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum's ’s request, from time to time, provide Yissum with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the PCB Development Results and other Development Results, as relevant, and any other related work effected by the Company or by any Affiliate or Sub-Licensee during the six (6) month period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the six (6) month period prior to the report; (c) the Company’s plans in respect of the testing and commercialization of Products for the following six (6) months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; as well as a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product in the PCB Field differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor and shall prepare a modified Development Plan for Yissum’s review and approval. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of the Company hereunder. 5.3. The Company shall pursue the development of all uses of the Licensed Technology in the Field that are commercially reasonable in light of the Company's size and resources at any given time (at Company's commercially reasonably discretion). 5.4. Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize its revenues from such Product on a regular and consistent basis. 5.5. If the Company shall not meet the PCB Development Milestones and or shall not otherwise commercialize the Products in the PCB Field within a reasonable time frame, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 18.817.9, below; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company's ’s failure to meet its obligations of to achieve the PCB Development Milestones diligence and shall allow the Company one hundred and eighty sixty (18060) days to cure submit a plan for the curing of such failurefailure of diligence. The Company's ’s failure to submit such plan to cure such failure within such one hundred and eighty sixty (18060) day period to Yissum's ’s reasonable satisfaction shall result in the be a material breach of this Agreement, entitling Yissum to immediate imposition of an Annual PCB License Maintenance Fee beginning at $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first year and increasing each year of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]% up to a maximum of $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Once begun, the Annual PCB License Maintenance Fee shall be payable by the Company for the duration of the License Term. The Annual PCB License Maintenance Fee is non-refundable, but may be credited each year against Royalties payable on account of Net Sales made during that year. For the avoidance of doubt, the Annual PCB License Maintenance Fee is in addition to, not in place of, the License Maintenance Fee described in termination under Section 7.3, 15.2 below. 5.65.4. Upon completion of the development of any Product, the Company undertakes to perform commercially reasonable actions necessary to successfully commercialize the Product on a regular and consistent basis. 5.5. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, regulations and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.7. The Company agrees to provide Yissum and/or the University (for no more than the cost of production) a reasonable number units of any Product developed and/or manufactured under this Agreement, for academic research purposes in the University under the supervision of the Researcher only.

Appears in 1 contract

Sources: License Agreement (Clearmind Medicine Inc.)

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its commercial commercially reasonable efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in the PCB Field in accordance with a the Development Plan prepared by the Company and approved by Yissum, a copy of which is shall be attached to this Agreement as Appendix B. B within three (3) months of the date of execution of this Agreement. The Development Plan may be modified from time to time by the Company as reasonably required in order, inter alia, order to achieve the commercialization goals set forth above, upon Yissum’s prior written approval (not to be unreasonable withheld), but without derogating from the dates of the achievement of the milestones set forth in this Section 5approval. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and PCB subsequent Development Results. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercial reasonable efforts to meet all of the milestones set forth in Appendix B attached hereto (the “PCB Development Milestones”). 5.2. The Company shall (i) provide Yissum with periodic written reports (“Development Reports”) not less than once per every six (6) months concerning all material activities undertaken in respect of the exercise of the Licenseannually, (ii) keep Yissum informed on a timely basis concerning all material activities and changes its product development progress or efforts to commercialize under the Development Plan undertaken in respect within sixty (60) days after December 31 of the exercise of the License, and (iii) at Yissum's request, from time to time, provide Yissum with further information relating to the Company’s activities in exercise of the Licenseeach calendar year. The Development Reports These progress reports shall include detailed descriptions progress on research and development, status of the progress and resultsapplications for regulatory approvals, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the PCB Development Results and other Development Results, as relevant, and any other related work effected by the Company or by any Affiliate or Sub-Licensee during the six (6) month period prior to the report, (b) manufacturing, sublicensing, marketing marketing, importing, and sales during the six (6) month period prior to the report; (c) the Company’s plans in respect of the testing and commercialization of Products for the following six (6) months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; preceding calendar year, as well as a description of any corporate transaction involving plans for the Products or the Licensed Technologypresent calendar year. If reported progress in respect of a Product in the PCB Field differs materially from that anticipated in its Development Plan or a preceding Development ReportPlan, the Company shall explain, in its Development Report, the reason therefor and shall prepare a modified Development Plan for Yissum’s review and approvalreview. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of the Company hereunder. 5.3. The Company shall pursue the development and registration of all commercially reasonable indications or uses of the Licensed Technology in the Field that are commercially reasonable in light of the Company's size and resources at any given time (at Company's commercially reasonably discretion)Product. 5.4. Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize its revenues from Net Sales of such Product on a regular and consistent basis. 5.5. If In the event the Company shall does not meet the PCB Development Milestones and not otherwise use commercially reasonable efforts to commercialize the Products in the PCB Field within a reasonable time frameany Product, unless such delay is caused by due to (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 18.818.8 below; or (iii) unless agreed revisions in the Company and Yissum have agreed timelines in writing to amend the amended Development Plan, Yissum shall notify the Company in writing of the Company's ’s failure to meet its obligations of to achieve the PCB Development Milestones diligence and shall allow the Company one hundred and eighty up to twelve (18012) days months to cure such failurefailure of diligence (the “Cure Period”). The Company's ’s failure to cure such failure within such one hundred and eighty (180) day period to Yissum's ’s reasonable satisfaction shall result in within the immediate imposition of an Annual PCB License Maintenance Fee beginning at $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first year and increasing each year of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]% up to a maximum of $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Once begun, the Annual PCB License Maintenance Fee Cure Period shall be payable by considered a material breach of this Agreement and Yissum shall be entitle to terminate this Agreement, including the Company for the duration of the License Term. The Annual PCB License Maintenance Fee is non-refundableLicense, but may be credited each year against Royalties payable on account of Net Sales made during that year. For the avoidance of doubt, the Annual PCB License Maintenance Fee is in addition to, not in place of, the License Maintenance Fee described in Section 7.3, belowimmediately. 5.6. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, including the Law of Encouragement of Industrial Research and Development, 1984 as amended or supplemented from time to time and all regulations promulgated thereunder (the “R&D Law”) and all the rules and regulations of the OCS (to the extent applicable), and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.7. The Company agrees to provide Yissum and/or the University (for no more than the cost of productionconsideration) a reasonable number units of any Product developed and/or manufactured under this Agreement, for academic research purposes in the University under the supervision of the Researcher only.

Appears in 1 contract

Sources: License Agreement (Kitov Pharmaceuticals Holdings Ltd.)

Development and Commercialization. 5.1. The Company undertakes, at its own expense, to use its commercial commercially reasonable efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in the PCB Field in accordance with a written plan and timetable for the Development Plan approved by Yissum, development and the commercialization of Products a copy of which is attached to this Agreement as Appendix B. C. The Development Plan may be modified from time to time by the Company as reasonably required in order, inter alia, order to achieve the commercialization goals set forth above, upon Yissum’s prior written approval (BNS’ approval, which shall not to be unreasonable withheld)unreasonably denied, but without derogating from the dates of the achievement of the milestones set forth in this Section 5conditioned or delayed. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and PCB subsequent Development Results. 5.2. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercial reasonable efforts to meet all of the milestones set forth in Appendix B attached hereto The Parties shall establish a steering committee (the “PCB Development MilestonesCommittee”) to oversee the exercise of the License including the Company’s development efforts. Each Party shall be entitled to designate two representatives to the Committee (the “Representatives”). 5.2, which shall meet at least once every 6 months. The Representatives shall be bound by the confidentiality arrangements set out in this Agreement. The Company shall consult with BNS, via BNS’ Representatives, in respect of significant decisions related to the exercise of the License. For the avoidance of doubt, the Committee shall be a forum for the exchange of information between the Parties with respect to the foregoing matters, shall act only in an advisory capacity and shall not have decision-making powers. The Company shall (i) prepare and provide Yissum to BNS via BNS’ Representatives with periodic written reports (“Development Reports”) not less than once per every six (6) 6 months from the Effective Date concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Yissum BNS informed via BNS’ Representatives on a timely basis concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum's BNS’ reasonable request, from time to time, provide Yissum BNS with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the PCB Development Results and other Development Results, as relevant, and any other related work effected performed by or on behalf of the Company or by or on behalf of any Affiliate or Sub-Licensee Sublicensee during the six (6) 6 month period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the six (6) month period prior to the report; (c) the Company’s plans in respect of the testing and commercialization of Products for the following six (6) months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected or actual completion date of the development of a Product and the marketing thereof; as well as sales forecasts, if any have been made in the regular course of the Company’s business; a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product in the PCB Field differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor ; and shall prepare a modified detail all proposed changes to the Development Plan for Yissum’s review and approval. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate Plan, including the performance of the Company hereunderreasons therefore. 5.3. The Company shall pursue the development and registration of all commercially reasonable indications or uses of the Licensed Technology Product in the Field Field. In the event that are commercially reasonable in light the Company shall decide not to pursue the development of a particular indication or use of the Company's size Product, the Company shall use commercial reasonable efforts to sublicense the particular indication or use of the Product provided the sublicense has no negative economic or regulatory impact on the overall development and resources at any given time (at Company's commercially reasonably discretion)commercialization of the Product. 5.4. Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize its revenues from Net Sales of such Product on a regular and consistent basis. 5.5. Payments of the License Maintenance Fee as set forth in Section 6, below, shall not release the Company from its obligation as stated in this Section. If the Company shall not meet the PCB Development Milestones and not otherwise commercialize the Products in the PCB Field within a reasonable time frametimeframe in major markets (US, EU), unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 18.8majeure; (iii) unfavorable economic conditions or (iiiiv) unless the Company and Yissum BNS have agreed in writing to amend the Development Plan, Yissum BNS shall notify the Company in writing of the Company's ’s failure to meet its obligations of to achieve the PCB Development Milestones diligence and shall allow the Company one hundred and eighty (180) 90 days to cure such failureits failure of diligence. The Company's ’s failure to cure such failure within such one hundred and eighty (180) 90 day period to Yissum's BNS’ reasonable satisfaction shall result in be a material breach of this Agreement. The Company shall be entitled to grant a Sublicense only after obtaining BNS’ written approval regarding the immediate imposition of an Annual PCB License Maintenance Fee beginning at $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first year and increasing each year identity of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]% up to a maximum of $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Once begun, the Annual PCB License Maintenance Fee shall be payable by the Company for the duration Sublicensee and all material terms and conditions of the License Term. The Annual PCB License Maintenance Fee is non-refundableSublicense, but may which approval shall not be credited each year against Royalties payable on account of Net Sales made during that yearunreasonably withheld, conditioned or delayed. For the avoidance of doubt, an agreement with a subcontractor in which the Annual PCB License Maintenance Fee Company must grant the subcontractor the right to make use of the Licensed Technology on behalf of the Company, and for which use the Company is required to pay or otherwise compensate the subcontractor shall not be considered a Sublicense for purposes of this Section 5.4. 5.5. Upon submission of its request to obtain the written consent of BNS to a Sublicense, the Company shall fully disclose and submit to BNS all documentation relating to the Sublicense, adequately disclose to BNS any other business connection which it now has or is in addition tothe process of forming with the Sublicensee which may reasonably effect the decision of the Company regarding terms and conditions of the Sublicense; and shall notify BNS in writing, not in place ofwhether a proposed Sublicensee is an Affiliate or is otherwise related to the Company. In addition, the License Maintenance Fee described in Section 7.3Company shall provide BNS with an executed copy of the Sublicense (or Sublicense amendment, belowas the case may be) within 10 days of its execution. 5.6. The If the Company shall perform all its activities hereunder is unable or unwilling to serve or develop a potential market or market territory for which there is another party willing to be a sublicensee, the Company will, at BNS’ request, negotiate in accordance good faith a sublicense with all applicable laws such party, unless such a sublicense would negatively impact from economic or regulatory standpoint the global development and regulations, and shall procure commercialization of the receipt of all approvals and consents necessary for the performance of its obligations hereunderproduct. 5.7. Any Sublicense shall be dependent on the validity of the License and shall terminate upon termination of the License. 5.8. The Company agrees shall ensure that any Sublicense shall include material terms that bind the Sublicensee to provide Yissum and/or observe the University (for no more than the cost terms of production) a reasonable number units of any Product developed and/or manufactured under this Agreement, for academic research purposes including, but not limited to, Section 14, below, the breach of which terms shall be a material breach resulting in the University under the supervision prompt termination of the Researcher onlySublicense. In such an event, the Company undertakes to take all reasonable steps to enforce such terms upon the Sublicensee, including the termination of the Sublicense. In all cases, the Company shall immediately notify BNS of any breach of the material terms of a Sublicense, and shall copy BNS on all correspondence with regard to such breach. 5.9. The Company shall require any Sublicensee to provide it with royalty reports that include at least the detail that the Company is required to produce pursuant to Section 7.2, below. Upon request, the Company shall produce such reports to BNS. 5.10. Any act or omission of the Sublicensee which is not promptly remedied by the Company or the Sublicensee and which would have constituted a breach of this Agreement by the Company had it been an act or omission of the Company, and which the Company has not used commercially reasonable efforts to promptly cure, including termination of the Sublicense, shall constitute a breach of this Agreement by the Company. 5.11. For the avoidance of any doubt it is hereby declared that under no circumstance whatsoever shall a Sublicensee be entitled to grant the Sublicense or any part thereof to any third party.

Appears in 1 contract

Sources: Research and License Agreement (Immune Pharmaceuticals Inc)

Development and Commercialization. 5.1. The Subject to the progress of the Research Program, the Company undertakes, at its own expense, to use its reasonable commercial reasonable efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in the PCB Field in accordance with the Development Plan to be approved by Yissum, a copy of which is shall be attached to this Agreement as Appendix B. C within ninety (90) days following the Company’s acceptance in writing of the final formulation of at least one product candidate based on the Research Results. The Development Plan shall set forth specific milestones (the “Development Milestones”) and the date by which they should be achieved but may be modified from time to time by the Company as reasonably required in order, inter alia, to achieve the development and commercialization goals set forth above, upon Yissum’s prior written approval (not . In case of a need to be unreasonable withheld), but without derogating from the modify dates of the achievement of the milestones Development Milestones set forth in this Section 5the Development Plan, the Company shall send a prior written notice regarding the modification(s) to Yissum. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and PCB subsequent Development Results. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercial reasonable efforts to meet all of the milestones set forth in Appendix B attached hereto (the “PCB Development Milestones”). 5.2. The Company shall (i) provide Yissum with periodic written reports (“Development Reports”) not less than once per every six (6) months year concerning all material activities undertaken in respect of the exercise of the License, (ii) keep . The Development Report shall include information sufficient to enable Yissum informed on a timely basis concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum's request, from time to time, provide Yissum with further information relating to ascertain the Company’s activities progress in exercise meeting the diligence requirements of the Licensethis Agreement. The Development Reports Report shall include detailed descriptions of the progress and resultsdescribe, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the PCB Development Results and other Development Results, as where relevant, and any other related work effected by the Company or by any Affiliate or Sub-Licensee during the six (6) month period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the six (6) month period prior to the report; (c) the Company’s plans in respect of the testing and commercialization of Products for the following six (6) months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; , the projected – or actual - completion date of the development of a Product Products and the marketing thereof; thereof and shall detail all proposed changes to the Development Plan, including the reasons such changes are proposed. In addition, the Development Report shall include sales forecasts, if any, made by the Company as well as of the date of the Development Report and a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product in the PCB Field differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor and shall prepare a modified Development Plan for Yissum’s review and approval. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of the Company hereunderPatents. 5.3. The Company Company, subject to its sole discretion, shall undertake reasonable commercial efforts to pursue the development and registration of all commercially reasonable indications or uses of the Licensed Technology in the Field that are commercially reasonable in light of the Company's size and resources at any given time (at Company's commercially reasonably discretion)Field. 5.4. Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize its revenues from such Product on a regular and consistent basis. 5.5. If the Company shall not meet the PCB Development Milestones and as amended from time to time or shall not otherwise commercialize the Products in the PCB Field within a reasonable time frame, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 18.817.9, below; (iii) the failure of Yissum to meet a Research Milestone on which the particular unmet Development Milestone was dependent; or (iiiiv) failure of Yissum to file the Provision Patent Application(s) by December 31, 2022 or (v) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company's ’s failure to meet its obligations of to achieve the PCB Development Milestones diligence and shall allow the Company one hundred and eighty sixty (18060) days to cure such failure. The Company's failure provide Yissum with a written plan pursuant to which it proposes to cure such failure of diligence. The Company’s failure to provide such written plan within such one hundred and eighty sixty (18060) day period days to Yissum's ’s reasonable satisfaction shall result in the be a material breach of this Agreement, entitling Yissum to immediate imposition of an Annual PCB License Maintenance Fee beginning at $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first year and increasing each year of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]% up to a maximum of $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Once begun, the Annual PCB License Maintenance Fee shall be payable by the Company for the duration of the License Term. The Annual PCB License Maintenance Fee is non-refundable, but may be credited each year against Royalties payable on account of Net Sales made during that year. For the avoidance of doubt, the Annual PCB License Maintenance Fee is in addition to, not in place of, the License Maintenance Fee described in termination under Section 7.3, 15.2 below. 5.65.5. The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, regulations and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.7. The Company agrees to provide Yissum and/or the University (for no more than the cost of production) a reasonable number units of any Product developed and/or manufactured under this Agreement, for academic research purposes in the University under the supervision of the Researcher only.

Appears in 1 contract

Sources: Research and License Agreement (Revium Rx.)

Development and Commercialization. 5.1. 5.1 The Company undertakes, at its own expense, to use its commercial reasonable best efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in the PCB Field in accordance with the Development Plan approved by YissumLicensors, a copy of which is will be attached to this Agreement as Appendix B. B within thirty (30) days of the Effective Date. The Development Plan may be modified from time to time by the Company as reasonably required in order, inter alia, order to achieve the commercialization goals set forth above, upon Yissum’s Licensors’ prior written approval (not to be unreasonable withheld)approval, but without derogating from the dates of the achievement of the development milestones set forth in this Section 5Appendix B under the heading Development Milestones (the “Development Milestones”). All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and PCB subsequent Development Results. Notwithstanding anything Whenever in this Agreement it is specified that consent or approval is required to be given by the contrary contained herein, the Company undertakes to use commercial reasonable efforts to meet all of the milestones set forth in Appendix B attached hereto (the “PCB Development Milestones”)Licensors it is agreed that such consent or approval shall not be unreasonably withheld or delayed. 5.2. 5.2 The Company shall (i) provide Yissum Licensors with periodic written reports (“Development Reports”) not less than once per every six (6) months concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Yissum Licensors informed on a timely basis concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum's Licensors’ request, from time to time, provide Yissum Licensors with further information relating to the Company’s ’ s activities in exercise of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: : (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the PCB Development Results and other Development Results, as relevant, and any other related work effected by the Company or by any Affiliate or Sub-Licensee Sublicensee during the six (6) month period prior to the report, , (b) manufacturing, sublicensing, marketing and sales during the six (6) month period prior to the report; (c) the Company’s plans in respect of the testing and testing, undertaking of trials or commercialization of Products for the following six (6) months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected - or actual – actual- completion date of the development of a Product and the marketing thereof; as well as a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product in the PCB Field differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor and shall prepare a modified Development Plan for Yissum’s Licensors’ review and approval. The Company shall also make reasonable efforts to provide Yissum Licensors with any reasonable additional data that Yissum requires Licensors require to evaluate the performance of the Company hereunder. 5.3. 5.3 The Company shall pursue the development and registration of all uses of the Licensed Technology in the Field that are commercially reasonable in light of the Company's size and resources at any given time (at Company's commercially reasonably discretion)Products. 5.4. 5.4 Upon completion of the development of any Product, the Company undertakes to perform all commercially reasonable actions necessary to maximize its revenues from Net Sales of such Product on a regular and consistent basis. 5.5. 5.5 If the Company shall not meet the PCB Development Milestones and or shall not otherwise commercialize the Products within the time frame agreed to in the PCB Field within a reasonable time frameDevelopment Plan, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 18.817.9, below; or (iii) unless the Company and Yissum Licensors have agreed in writing to amend the Development Plan, Yissum Licensors shall notify the Company in writing of the Company's ’s failure to meet its obligations of to achieve the PCB Development Milestones diligence and shall allow the Company one hundred and eighty sixty (18060) days to cure such failurecure. The Company's failure If, to Yissumי s reasonable satisfaction, the Company is diligently taking measures to cure such failure within the sixty (60) days and such one hundred and eighty cure cannot be affected within the sixty (18060 days period, Licensors may, at their sole discretion, notify the Company in writing that it is extending the period given to cure such failure by an additional period of up to sixty (60) days.. The Company’s failure to cure within such sixty (60) day period (or the extended cure period) to Yissum's Licensors’ reasonable satisfaction shall result in the be a material breach of this Agreement, entitling Licensors to immediate imposition of an Annual PCB License Maintenance Fee beginning at $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first year and increasing each year of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]% up to a maximum of $[THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Once begun, the Annual PCB License Maintenance Fee shall be payable by the Company for the duration of the License Term. The Annual PCB License Maintenance Fee is non-refundable, but may be credited each year against Royalties payable on account of Net Sales made during that year. For the avoidance of doubt, the Annual PCB License Maintenance Fee is in addition to, not in place of, the License Maintenance Fee described in termination under Section 7.3, 15.2 below. 5.6. 5.6 The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, regulations and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder. 5.7. 5.7 The Company agrees to provide Yissum and/or Licensors or the University or Rijeka (for no more than the cost of productionconsideration) a reasonable number of units of any Product developed and/or or manufactured under this Agreement, for academic research purposes in the University under the supervision of the Researcher only.

Appears in 1 contract

Sources: License Agreement (NAYA Biosciences, Inc.)