Common use of Diligent Commercialization Clause in Contracts

Diligent Commercialization. Licensee by itself or through its Affiliates and Sublicensees will use diligent efforts to make Licensed Products and/or Licensed Services (as applicable) commercially available in the Field within the Territory. Without limiting the foregoing, Licensee will: (a) maintain a bona fide, funded, ongoing and active research, development, manufacturing, regulatory, marketing or sales program (all as commercially reasonable) to make License Products and/or Licensed Services commercially available in the Field to the public as soon as commercially practicable within the Territory, and (b) achieve the following Diligence Milestone events by the deadlines indicated: 1. Milestone [deadline] 2. Milestone [deadline] 3. Milestone [deadline] 4. Milestone [deadline] (c) If the obligations under Paragraphs 2.4 (a) and 2.4(b) are not fulfilled, Board and/or MD ▇▇▇▇▇▇▇▇ may treat such failure as a breach in accordance with Paragraph 7.3(b). (d) Licensee may extend any of the deadlines for achieving the Diligence Milestones set forth in Paragraph 2.4(b) above, up to a maximum of ___ times, upon written notice to MD ▇▇▇▇▇▇▇▇ requesting an extension and full payment of the Extension Fee, as defined below prior to expiration of the deadline. For purposes of this Agreement, the term “Extension Fee” shall mean $_________ for each extension request. Upon payment of each Extension Fee with respect to any of the Diligence Milestones, an additional year will be added to the time for completion of such Diligence Milestone and all other as yet unmet Diligence Milestones. It is understood and agreed that time is of the essence with respect to payment of the Extension Fee, and failure to timely pay an Extension Fee shall not be subject to any cure period.

Diligent Commercialization. Licensee by itself or through its Affiliates and Sublicensees will use diligent efforts to make Licensed Products and/or Licensed Services (as applicable) commercially available in the Field within the Territory. Without limiting the foregoing, Licensee will: (a) maintain a bona fide, funded, ongoing and active research, development, manufacturing, regulatory, marketing or sales program (all as commercially reasonable) to make License Products and/or Licensed Services commercially available in the Field to the public as soon as commercially practicable within the Territory, and and (b) achieve the following Diligence Milestone events by the deadlines indicated: 1. Milestone [deadline] 2. Milestone [deadline] 3. Milestone [deadline] 4. Milestone [deadline]: Completion of financing round July 31, 2018 Regulatory approval of IND application to initiate first-in-human clinical trials March 31, 2020 Completion of first-in-human (phase I/II) clinical trials March 31, 2022 Completion of Phase III clinical trials March 31, 2024 Biologic Licensing Approval by FDA March 31, 2025 (c) If the obligations under Paragraphs Sections 2.4 (a) and 2.4(b) are not fulfilled, Board and/or MD ▇▇▇▇▇▇▇▇ LLU may treat such failure as a breach in accordance with Paragraph Section 7.3(b). (d) Licensee may extend any of the deadlines for achieving the Diligence Milestones set forth in Paragraph Section 2.4(b) above, up to a maximum of ___ three (3) times, upon written notice to MD ▇▇▇▇▇▇▇▇ LLU requesting an extension and full payment of the Extension Fee, as defined below prior to expiration of the deadline. For purposes of this Agreement, the term “Extension Fee” shall mean one hundred thousand dollars ($_________ 100,000) for each extension request. Upon payment of each Extension Fee with respect to any of the Diligence Milestones, an additional year will be added to the time for completion of such Diligence Milestone and all other as yet unmet Diligence Milestones. It is understood and agreed that time is of the essence with respect to payment of the Extension Fee, and failure to timely pay an Extension Fee shall not be subject to any cure period.