Diligence by Licensee Sample Clauses

Diligence by Licensee. Licensee shall use Commercially Reasonable Efforts to (a) research and Develop at least one Licensed Product, in accordance with its development plan as updated and/or amended from time to time and (b) launch and Commercialize at least one Licensed Product in each Major Market within [*] after receiving Regulatory Approval (which for the purpose of this clause 3.4 shall include approval of pricing and reimbursement) in such Major Market.
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Diligence by Licensee. The Licensee shall use commercially reasonable efforts to: (a) promote, market and sell the Products; (b) utilize the Technology; and (c) meet or cause to be met the world market demand for the Products within jurisdictions where Patent Rights exist. The Licensee shall also comply with the research and development timeline provided in Schedule "B".
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Diligence by Licensee. Licensee shall use Commercially Reasonable Efforts to (a) Develop one (1) Licensed Product in at least two (2) Indications, in accordance with the applicable Development Plan as updated or amended from time to time, (b) launch and Commercialize one (1) Licensed Product in each of the Major Markets within [***] after having received the required Regulatory Approval (including pricing approval, if required for Commercialization) in the respective Major Market, (c) secure within [***] after the Effective Date a binding contract research organization agreement with a qualified vendor for the Development of [***] Licensed Product in at least [***] Indications under the Development Plan, (d) Initiate the first two Phase II Trials for the Licensed Product within [***] after the Effective Date, taking into account any regulatory requirements or feedback from the FDA and/or EMA and (e) in the event that Licensee (x) undergoes a Change of Control, which results in Licensee being controlled by a Competitor or (y) otherwise acquires an Acquired Competing Biologic Product (other than any Licensed Product), (1) following a Successful Completion of a [***] for a Licensed Product conducted by Licensee or any of its Affiliates, Initiate in at least [***] [***] a [***] for such Licensed Product and (2) following the Successful Completion of a [***] for a Licensed Product conducted by Licensee or any of its Affiliates, prepare for and submit at least [***] [***] in a [***] for such Licensed Product, in each case, taking into account any regulatory requirements or feedback from the FDA and/or EMA (collectively, the “Diligence Obligations”). Notwithstanding the foregoing or anything else in this Agreement to the contrary, Licensor acknowledges and agrees that (i) in no event shall Licensee be deemed to be in breach of this Section 3.5 if any failure of Licensee to comply with its Diligence Obligations results from (A) Licensor’s breach of any terms of this Agreement (including Licensor’s failure to timely provide Drug Products in compliance with Section 3.3 and the Manufacturing Quality Agreement), (B) any rejection of Drug Supply by Licensee under Section 3.3 or (C) any delay on the part of any Regulatory Authority, and (ii) at Licensee’s election, Licensee may extend the time frame set forth in clause (d) of the Diligence Obligations by providing Licensor written notice of such election and payment of [***] per each month of such extension (such payment, an “Extension Paymen...
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Diligence by Licensee. Licensee will use Commercially Reasonable Efforts to Develop and Commercialize at least one Product in the US and in at least one other Major Market, provided that Licensee has received the necessary Regulatory Approvals.
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Related to Diligence by Licensee

  • Termination by Licensor Licensor, at its option, may immediately terminate the Agreement, or any part of Patent Rights, or any part of Field, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:

  • Termination by Licensee 10.1 Licensee will have the right at any time to terminate this Agreement in whole or as to any portion of Patent Rights by giving notice in writing to The Regents. Such Notice of Termination will be subject to Article 18. (Notices) and termination of this Agreement will be effective sixty (60) days after the effective date thereof.

  • Indemnity by Licensee ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ :

  • Restricted Use by Licensee Except as expressly authorized by the terms of license, Licensee shall not:

  • 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.

  • 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.

  • Notice by Tenant Tenant shall give immediate notice to Landlord in case of fire or accidents in the Premises or in the building of which the Premises are a part or of defects therein or in any fixtures or equipment.

  • By Licensor Licensor will indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers and employees (“Licensee Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from any material breach by Licensor of the terms of this Agreement..

  • Maintenance by Landlord Tenant and its employees, customers and licensees shall have the non-exclusive right to use the parking areas, if any, as may be designated by Landlord in writing, subject to such reasonable rules and regulations as Landlord may from time to time prescribe. Further, in multiple occupancy buildings, Landlord shall perform the roof, paving, and landscape maintenance, exterior painting and common sewage line plumbing which are otherwise Tenant's obligations under Subsection 2.2.2(a) above, and Tenant shall, in lieu of the obligations set forth under Subsection 2.2.2(a) above with respect to such items, be liable for its proportionate share (as defined in Subsection 2.2.1(b) above) of the cost and expense of Building maintenance and the care for the grounds around the Building, including but not limited to, the mowing of grass, care of shrubs, general landscaping, maintenance of parking areas, driveways and alleys, roof maintenance, exterior repainting and common sewage line plumbing; provided, however, that Landlord shall have the right to require Tenant to pay such other reasonable proportion of said mowing, shrub care and general landscaping costs as may be determined by Landlord in its sole discretion; and further provided that if Tenant or any other particular tenant of the Building can be clearly identified as being responsible for obstruction or stoppage of the common sanitary sewage line then Tenant, if Tenant is responsible, or such other responsible tenant, shall pay the entire cost thereof, upon demand, as additional rent. Tenant shall pay/4// when due its share, determined as aforesaid, of such costs and expenses along with the other tenants of the Building to Landlord upon demand, as Additional Rent, for the amount of its share of such costs and expenses in the event Landlord elects to perform or cause to be performed such work. Such share shall include a management fee equal to five percent (5%) of the Rent for each Lease Year, administrative and accounting costs, and a/5// reserve for asphalt, roof repairs and repainting.

  • Breach by Licensee a. The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee’s rights hereunder.

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