Diligence Obligations Sample Clauses
The Diligence Obligations clause sets out the standard of care and effort that a party must exercise in performing its contractual duties. Typically, this clause requires a party to act with a certain level of skill, attention, and thoroughness—often described as "reasonable" or "commercially reasonable" diligence—when carrying out specific tasks or obligations under the agreement. For example, a service provider may be required to use diligent efforts to meet project deadlines or maintain compliance with applicable laws. The core function of this clause is to ensure that parties fulfill their responsibilities to an agreed standard, thereby reducing the risk of subpar performance and providing a clear benchmark for evaluating whether contractual duties have been met.
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Diligence Obligations. Licensee shall use Commercially Reasonable Efforts to (a) develop and commercialize the Licensed Product in the entire Territory in accordance with the terms and conditions of this Agreement; (b) obtain Regulatory Approval(s) with respect to the Licensed Product in the Territory; and (c) thereafter diligently and aggressively Exploit the Licensed Product in the Territory to maximize sales. Licensee shall ensure that any Sublicense be terminable at the option of the Licensee in the event that a Sublicensee fails to maintain active, diligent marketing efforts for Licensed Product.
Diligence Obligations. (a) Following the exercise of the Option to Continue, Sanofi shall use Commercially Reasonable Efforts at its own cost and expense (i) to Develop one (1) Program Product for one indication in the Field (and may Develop any additional Program Products or indications) and to seek and obtain Regulatory Approval for such Program Product for use in humans in each of the Major Countries, (ii) to Manufacture or have Manufactured Program Compound and Program Product for use in the Development and Commercialization thereof, and (iii) to Commercialize a Program Product for use in humans in each of the Major Countries. Sanofi shall perform, or cause its Affiliates or Third Party contractors to perform, its responsibilities under this Agreement, in compliance with this Agreement, all Applicable Laws, including, without limitation, then-current GLP, GCP and GMP. Further, Ardelyx acknowledges and agrees that nothing in this Section 4.3 is intended, or shall be construed, to require Sanofi to Develop or Commercialize a specific Program Product. In the event that Sanofi decides to discontinue the Development or Commercialization of a Program Product in favor of another Program Product, its obligations under this Section 4.3 shall cease with respect to such initial Program Product in favor of such other Program Product. Further, for clarity, for the purposes of this Section 4.3(a), Commercially Reasonable Efforts shall be determined [***], and Sanofi shall not be required to launch or otherwise commercialize a Program Product in any country of the Territory (including for clarity a Major Country) where Commercially Reasonable Efforts would not require it to do so. [***] 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.
(b) If Ardelyx at any time reasonably determines that a substantial delay has occurred in the Development of a Program Product, Ardelyx shall have the right to convene a meeting of the Senior Executives in order to discuss Ardelyx’s determination and Sanofi’s explanation therefor. The meeting shall be convened within [***] following Ardelyx’s written request therefor. Following such meeting, if Ardelyx believes that the substantial delay has occurred due to Sanofi’s failure to use Commercially Reasonable Efforts, Ardelyx shall, without further delay, have the right to proceed to exercise its rights under Sectio...
Diligence Obligations. NN shall use commercially --------------------- reasonable efforts to achieve each of the following diligence obligations, for at least one Zid Embodiment in the ZSS, no later than the applicable deadline. The standard diligence time periods that ZGI and NN intend to be included in a Pre-Negotiated License under SECTION 7.8 in the situation where a ▇▇▇ ▇▇▇▇, Zid Protein or a Soluble Embodiment is the Product are recited below. However, both ZGI and NN recognize that specific circumstances surrounding a particular Zid Embodiment may lead the parties to negotiate one or more different diligence time period(s) within a particular Pre-Negotiated License. Under the standard diligence time periods, NN must:
(a) obtain approval by NN's review board to make such Zid Embodiment an NN project which is reasonably resourced and funded in accordance with NN practice and taking into consideration the stage of development of the Zid Embodiment, no later than sixty (60) days after NN exercises the BC Option under this ARTICLE 7;
(b) initiate a Phase III clinical trial no later [*] from IND approval;
(c) file a PLA or pay the [*] Milestone Fees under SUBSECTION 7.8.2 no later than [*] after fulfillment of diligence obligation (b) above.
Diligence Obligations. Licensee will use commercially reasonable efforts to develop, commercialize, market, promote, and sell Licensed Products in the Field. Commercially reasonable efforts means efforts equivalent to those utilized by ****.
Diligence Obligations. 3.8.1 Sionna (itself or through its Affiliates or Sublicensees) shall use Commercially Reasonable Efforts to Develop, obtain Regulatory Approval for, and Commercialize at least [***] of the Licensed Priority Compounds and at least [***] comprising such Licensed Priority Compound in the United States and EU5 in accordance with the Development plan set forth in Schedule 3.3. Notwithstanding the foregoing or the timeline set forth in Schedule 3.3, during the period commencing on the Effective Date and ending [***] months thereafter, ▇▇▇▇▇▇ shall not be in breach of its obligations under this Section 3.8.1 to the extent Sionna (itself or through its Affiliates or Sublicensees) Develops a Sionna Compound to combine with a Licensed Priority Compound in accordance with the development philosophy set forth in Section (a) of Schedule 3.3.
3.8.2 If at any time AbbVie has a reasonable basis to believe that Sionna is in material breach of its diligence obligations with respect to the Development of any Licensed Compounds or Licensed Products under Section 3.8.1, then AbbVie may so notify ▇▇▇▇▇▇ in writing, specifying the basis for its belief, and, without limitation to any other right or remedy available to AbbVie hereunder, at AbbVie’s request, the Parties shall meet within [***] days after such notice to discuss in good faith AbbVie’s concerns and ▇▇▇▇▇▇’s Development plans with respect to such Licensed Compound or Licensed Product.
3.8.3 If at any time AbbVie has a reasonable basis to believe that Sionna is in material breach of its diligence obligations with respect to Commercialization of any Licensed Compound or Licensed Product under Section 3.8.1, then AbbVie may so notify ▇▇▇▇▇▇ in writing, specifying the basis for its belief, and, without limitation to any other right or remedy available to AbbVie hereunder, at AbbVie’s request, the Parties shall meet within [***] days after such notice to discuss in good faith AbbVie’s concerns and ▇▇▇▇▇▇’s Commercialization plans with respect to such Licensed Compound or Licensed Product.
Diligence Obligations. SIIPL will perform all activities set forth in the Development Plan and use its [***] to perform all such activities in accordance with the applicable timeframes set forth in the Development Plan. In addition, SIIPL will use [***] to Develop and obtain Regulatory Approval for the Product in all countries in the SIIPL Territory.
Diligence Obligations. Distributor shall use diligent efforts to obtain regulatory approval of the Product in the Territory. In fulfilling this diligence obligation, Distributor shall use at least the same level of effort to obtain regulatory approval as Distributor uses to obtain regulatory approvals for other products Distributor distributes, including those manufactured by its Affiliate. Supplier’s sole remedy for such a breach shall be to terminate this Agreement under Section 10(b).
Diligence Obligations. Following the exercise of a Commercial Option, Licensee will use commercially reasonable efforts to develop, commercialize, market, promote, and sell Licensed Products for each of the Licensed Indications within the Field. Commercially reasonable efforts means efforts equivalent to those utilized by […***…] […***…].
Diligence Obligations. It is understood and acknowledged that part of the consideration for this License is Histogenics’s intention to bring one or more Eligible Products to market through a program for exploitation of the Licensed Technology and, once commercialized, thereafter to continue active, diligent marketing and sales efforts for Eligible Products throughout the life of this Agreement.
Diligence Obligations. (a) Purchaser shall act in good faith and shall use commercially reasonable efforts, and shall cause its Affiliates and Licensees to act in good faith and use commercially reasonable efforts, to (i) cause each of the Milestones to be achieved, including, as applicable, [***] with [***] and [***] discussions and negotiations to attempt to agree upon mutually satisfactory agreements relating to the [***] Commercial Program and the [***] Commercial Program, timely preparing and filing all documents necessary and diligently pursuing all filings necessary to achieve each Milestone, and developing, commercializing and selling CB-CAPS Products, (ii) develop, commercialize and sell Products subject to the Royalty Transactions, and (iii) collect, or cause to be collected, the Acquired Xifin Accounts Receivable. In addition, Purchaser [***]