Diligence Requirement Sample Clauses

Diligence Requirement. Merrimack agrees to use commercially reasonable efforts to research and develop the Dyax Antibodies into commercial Products. Specifically, upon exercise of its option to obtain a Commercial License, Merrimack agrees to use commercially reasonable efforts to develop, pre-clinically and clinically test, market and sell Products in the Commercial Field. Until the first filing for Marketing Authorization for any Product, Merrimack shall provide Dyax with annual written reports summarizing its development and commercialization efforts for all Products during the period since the previous such report; provided that such reports shall not be required to include any non-public technical or scientific information.
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Diligence Requirement. The Developing Party’s right to exclusively develop and commercialize a Sole Development Product is expressly conditioned on such Party’s continuing effort to use Commercially Reasonable Efforts to develop such Sole Development Product (the “Diligence Requirement”). The Diligence Requirement shall be conditioned upon the continuing absence of any adverse condition or event that warrants a delay in the development, clinical testing or commercialization of a particular Sole Development Product; provided that a delay shall only be warranted for as long as the condition or event preventing the performance continues and, upon cessation of such condition or event, the Developing Party shall promptly resume performance hereunder. Such conditions and events shall include, without limitation, the inability to produce preclinical or clinical supplies, events that would cause delays in clinical studies (e.g., negative toxicological or pharmacological test results or an adverse clinical event), challenges within the regulatory process, or intellectual property impediments to developing a Sole Development Product that the Developing Party could not reasonably have foreseen. If the Discontinuing Party reasonably believes that the Developing Party has failed to satisfy the Diligence Requirement with respect to a Sole Development Product, it shall so notify the Developing Party in writing and the Developing Party shall Table of Contents then have ninety (90) days to demonstrate to the Discontinuing Party’s reasonable satisfaction that the Diligence Requirement for such Sole Development Product has been satisfied. Any dispute regarding the satisfaction of the Diligence Requirement shall be resolved by the Parties under the terms of ARTICLE XVII below. If it is determined that the Diligence Requirement has not been satisfied with respect to a Sole Development Product, then the Parties shall meet and discuss in good faith a mutually agreeable process for development and commercialization of the Sole Development Product.
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Diligence Requirement. The license granted in Section 3.1 is further subject to the requirement of LICENSEE to use commercially reasonable efforts to continue to develop and seek, obtain and maintain Regulatory Approval for at least one Licensed Product or Licensed Service, and after obtaining such Regulatory Approval, to promote, market, and Sell such Licensed Product or Licensed Service within the Licensed Territory in compliance with applicable laws and regulations. LICENSEE will use commercially reasonable efforts to achieve the development milestones set forth in the “Part I: Target Development Milestones” section of Attachment B within the time frames specified for the milestone. If LICENSEE fails to timely achieve any such milestone, METHODIST will notify LICENSEE of that failure and discuss the reasons therefor. If (a) LICENSEE continues to be unable to achieve the milestone within ninety (90) days following notice from METHODIST, (b) the Parties have not otherwise mutually agreed to extend the time frames or otherwise modify such development milestone, and (c) such failure is not due to due to the actions or inactions of any Regulatory Authority when LICENSEE has not breached its obligations under this Section 3.5 or to the breach by METHODIST of this Agreement, then METHODIST shall have the right, at its option by notice to LICENSEE, to terminate this Agreement or convert the license granted under Section 3.1 to a non-exclusive license and restrict the Licensed Territory to the countries in which LICENSEE has made Sales within the previous six months.
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Diligence Requirement. Licensee agrees to use Commercially Reasonable and Diligent Efforts to research, develop and commercialize Licensed Antibodies into commercial products. Specifically, Licensee agrees that its rights to obtain a Commercial License with respect to each Licensed Antibody directed towards a Target or Bi Specific Target shall terminate unless Licensee has obtained a Commercial License with respect to such Target or Bi Specific Target within four (4) years following the expiration of the Library License Term. Furthermore, upon obtaining a Commercial License, Licensee agrees that it shall obtain approval of an IND (or non-US equivalent) within 5 years. Upon approval of the ND, Licensee agrees to use Commercially Reasonable and Diligent Efforts to develop and clinically test, market and sell such Product in the Commercial Field, which will be deemed satisfied if, during any given calendar year, Licensee: (i) has expended at least one million dollars ($1,000,000.00) in development of the Product; (ii) is manufacturing the Product for a clinical trial under an approved IND Application; (iii) is actively conducting a Phase I, II or III clinical trial with respect to the Product; (iv) filed a Biologics License Application ("BLA") for the Product; (v) pursuing a filed BLA for the Product; (vi) received approval of a BLA for the Product; or (vii) has launched or is selling the Product in a Major Market country. Until the first filing for Marketing Authorization for any Product, Licensee shall provide Dyax with annual written reports summarizing its development and commercialization efforts for all Products during the period since the previous such report; provided that such reports shall not be required to include any non-public technical or scientific information. Dyax agrees that the efforts of Licensee's Affiliates, Collaborators or Sublicensees may satisfy Licensee's obligations under this Section 3.9. 
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Diligence Requirement. Esperion shall use reasonable commercial --------------------- efforts to commercialize at least one Product in North America based upon a development plan to be established by Talaria and Esperion within ninety (90) days of the Closing (the "Development Plan"). Any material change to ---------------- the Development Plan after the Closing shall be subject to review by the Scientific Advisory Board referred to in Article VI below, but Esperion and the Company shall have no obligation to follow the recommendations of the Scientific Advisory Board based upon such review.
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Diligence Requirement. 4.1 Licensee shall use its best efforts to proceed diligently with the manufacture and sale of Licensed Products and shall earnestly and diligently offer and continue to offer for sale such Licensed Products, both under reasonable conditions, during the period of this Agreement.
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Diligence Requirement. LICENSEE shall use commercially reasonable efforts to develop and sell Products. Additionally, after the first commercial sale of Products hereunder, LICENSEE shall use its commercially reasonable efforts to meet the market demand for such Products; provided, however, that the foregoing shall not be construed to constrain or otherwise limit LICENSEE’S pricing or product strategy for Products, which shall be in LICENSEE’S sole discretion.
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Diligence Requirement. Sunshine shall use commercially reasonable efforts to diligently perform its obligations under a Development Program agreed by both parties and to further develop and commercialize the Therapeutic Product(s). The Development Program details will be completed under a separate agreement. Breach of contract could be attained by Sunshine if certain milestones in the Development Program are not achieved. Such a breach may result in revocation of the exclusive license granted by Epitomics to Sunshine Pharmaceutical Company pertaining to the use, distribution, manufacture and general commercialization of the agreed upon targeted Therapeutic Products (anti-TNFalpha) or any other agreed upon targets.
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Related to Diligence Requirement

  • Diligence Requirements Company shall use diligent efforts, or shall cause its Affiliates and Sublicensees to use diligent efforts, to develop Licensed Products and to introduce Licensed Products into the commercial market; thereafter, Company or its Affiliates or Sublicensees shall make Licensed Products reasonably available to the public. Specifically, Company or Affiliate or Sublicensee shall fulfill the following obligations:

  • Diligence Reports Company shall provide all reports with respect to its obligations under Section 3.1 as set forth in Section 5.

  • Notice Requirement No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice shall set forth the basis for the termination. Furthermore,

  • Due Diligence Review Prior to the filing of the Registration Statement the Company shall make available for inspection and review by the Investor, advisors to and representatives of the Investor, any underwriter participating in any disposition of the Registrable Securities on behalf of the Investor pursuant to the Registration Statement, any such registration statement or amendment or supplement thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement.

  • Insurance Requirements (a) The Custodian shall, at its own expense, procure and maintain: (i) workers compensation insurance for its own employees in an amount not less than the statutory limits under all applicable statutes, rules and regulations in each of the states in which Custodian operates and under all applicable federal statutes, rules and regulations, (ii) employers liability insurance in an amount not less than $1,000,000 per occurrence, (iii) comprehensive general liability insurance in an amount not less than $1,000,000 per occurrence, (iv) comprehensive automobile liability (including automobile non-ownership liability) insurance in a combined single limit amount of not less than $1,000,000 per occurrence, (v) umbrella or excess liability insurance providing coverages in excess of the coverages listed in (ii), (iii) and (iv) above in an amount not less than $5,000,000 per occurrence, (vi) errors and omission liability insurance in an amount not less than $10,000,000 per claim, (vii) a fidelity bond in an amount not less than $10,000,000 per loss, and (vii) electronic and computer crime insurance in an amount not less than $10,000,000 per loss, provided however that the term "Custodian" in this Section 2.29 shall not include a Subcustodian or Eligible Securities Depository. Nothing in this Section 2.29 shall be deemed to limit the Custodian's liability to the types or coverage amounts specified above or to limit any coverage under any of Custodian's insurance policies.

  • Notice Requirements All notices required or permitted by this Lease shall be in writing and may be delivered in person (by hand or by messenger or courier service) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission during normal business hours, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notice purposes. Either Party may by written notice to the other specify a different address for notice purposes, except that upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for the purpose of mailing or delivering notices to Lessee. A copy of all notices required or permitted to be given to Lessor hereunder shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate by written notice to Lessee.

  • Due Diligence Session Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 Trading Days), and at each Representation Date, the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Manager, which shall include representatives of management and Accountants. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager or its agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s agents during regular business hours, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall reimburse the Manager for Manager’s counsel’s fees in each such due diligence update session, up to a maximum of $2,500 per update, plus any incidental expense incurred by the Manager in connection therewith.

  • Environmental Compliance and Conditions Except as set forth on Schedule 3.16:

  • Due Diligence Cooperation The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent may reasonably request.

  • Release Requirement Notwithstanding any provision herein to the contrary, except as otherwise determined by the Company, in order for the Grantee to receive Shares pursuant to the settlement of Vested RSUs under Section 6(a), (b), (c), (d) or (e) above, the Grantee (or the representative of his or her estate) must execute and deliver to the Company a general release and waiver of claims against the Company, its Subsidiaries and their directors, officers, employees, shareholders and other affiliates in a form that is satisfactory to the Company (the “Release”). The Release must become effective and irrevocable under applicable law no later than 60 days following the date of the Grantee’s death, termination of employment or transfer of position, as applicable.

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