Diligence Default Clause Samples
A Diligence Default clause defines the circumstances under which a party is considered to be in default due to a failure to exercise required diligence in fulfilling its contractual obligations. Typically, this clause applies when a party does not make reasonable efforts to perform tasks, meet deadlines, or comply with standards set out in the agreement, such as failing to provide necessary documentation or progress reports. Its core practical function is to set clear expectations for performance and provide a basis for remedies or termination if a party does not act with the expected level of care and effort, thereby protecting the interests of the non-defaulting party.
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Diligence Default. In the event of any default or material breach of Section 4.3 (Due Diligence Milestones), UMB may terminate this Agreement and the licenses granted under this Agreement if the default or breach is not cured within [**] days of receiving written notice thereof from UMB. The withholding by a regulatory agency of marketing or other approval in spite of Company’s Commercially Reasonable Efforts to obtain the approval shall not constitute a default or material breach of Section 4.3 (Due Diligence Milestones).
Diligence Default. Amgen shall have the right to terminate the Agreement in accordance with Section 5.5 (Diligence Schedule).
Diligence Default. In the event of any default or material breach of Section 4.3 (Due Diligence Milestones) due to Company failing to timely achieve a milestone set forth on Schedule B, as such milestones may from time to time be amended as contemplated by Section 4.1.3 hereof and then in effect, and the failure is not cured within [**] days of written notice thereof, UMB may terminate the license granted under this Agreement to the category of Patent Rights to which such milestone relates as shown on Schedule B (i.e. Initial Patent Rights or Oral Prodrug Patent Rights). However, if that failure cannot be cured by the exercise of due diligence within [**] days of written notice, then the time for cure shall be extended for the time reasonably necessary to effect the cure (the extension not to exceed an additional [**] days), provided that Company promptly commences to cure within said period and at all times thereafter proceeds diligently to cure the failure. The termination of the license granted hereunder for any category of Patent Rights to which such milestone relates as shown on Schedule B shall not affect the license granted hereunder for any other Patent Rights related to the milestones shown on such Schedule B. The withholding by a regulatory agency of marketing or other approval in spite of Company’s Commercially Reasonable Efforts to obtain the approval shall not constitute a default or material breach of Section 4.3 (Due Diligence Milestones).
7. Section 15.1 (Notices) of the MLA is hereby amended by deleting the address for UMB, and replacing it with the following: If to UMB: Commercial Ventures & Intellectual Property Office of Research and Development University of Maryland, Baltimore ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Executive Director Copy to: University Counsel University of Maryland, Baltimore ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
8. In consideration of the license to the Oral Prodrug Patent Rights granted under this First Amendment, Company agrees to pay a one-time, non-refundable license fee of Ten Thousand Dollars ($10,000) to UMB on or before execution of this First Amendment.
9. Company shall be responsible for payment of all Patent Expenses regarding the Oral Prodrug Patent Rights incurred before the effective date of this First Amendment (to the extent not reimbursed to UMB by a Third Party) and during the Term, in accordance with Section 6.3 of the MLA.
10. Except as specifically modified in this F...
Diligence Default. In the event that Licensor believes that Licensee has committed a material breach of its obligations under Section 3.1(a) for a particular Licensed Product and Licensor provides Licensee with written notice of such alleged material breach, and Licensee thereafter fails to effect a cure of such alleged material breach within thirty (30) days of receipt of the written notice from Licensor, Licensor may invoke the dispute resolution procedures set forth in Article XI. If, in a final arbitral decision, the arbitral tribunal determines that Licensee has committed a material breach of its obligations in Section 3.1(a) with respect to a particular Licensed Product (a "DILIGENCE DEFAULT"), Licensor shall have the exclusive remedies specified in Sections 3.1(c) and 3.1(d).
Diligence Default. (a) In the event of any default or material breach of Section 4.3 (Due Diligence Milestones) due to Company failing to timely achieve a milestone set forth on Schedule B, as such milestones may from time to time be amended as contemplated by Section 4.1.3 hereof and then in effect, and the failure is not cured within [**] days of written notice thereof, UMB may terminate the license granted under this Agreement to the category of Patent Rights to which such milestone relates.
(b) However, if that failure cannot be cured by the exercise of due diligence within [**] days of written notice, then the time for cure shall be extended for the time reasonably necessary to effect the cure (the extension not to exceed an additional [**] days), provided that Company promptly commences to cure within said period and at all times thereafter proceeds diligently to cure the failure.
(c) The termination of the license granted hereunder for any category of Patent Rights to which such milestone relates shall not affect the license granted hereunder for any other Patent Rights as to which such milestone does not relate.
(d) The withholding by a regulatory agency of marketing or other approval in spite of Company’s Commercially Reasonable Efforts to obtain the approval shall not constitute a default or material breach of Section 4.3 (