Diligent Efforts Sample Clauses

Diligent Efforts. Pfizer and Xenogen Cranbury each shall use reasonably diligent efforts to achieve the objectives of the Research Program. Xenogen Cranbury will use reasonably diligent efforts to achieve the objectives listed in the Research Plan and Pfizer will use reasonably diligent efforts to assist Xenogen Cranbury in such efforts.

Diligent Efforts. Company, acting itself and/or through its Sublicensees, (i) shall use commercially reasonable, diligent efforts to develop Licensed Products and to bring Licensed Products to market through a thorough, vigorous and diligent program for exploitation of the Licensed Patents and to continue active, diligent marketing efforts for Licensed Products throughout the Term, consistent with sound and reasonable business practices, and (ii) shall endeavor to keep Licensed Products, to the extent commercially reasonable, available to the public.

Diligent Efforts. On a Collaboration Target-by-Collaboration Target basis, Roche and BPM shall each use Commercially Reasonable Efforts to perform their respective tasks and obligations in conducting all activities ascribed to it in the then-current Research Plan for such Collaboration Target in the Field, in accordance with the time parameters set forth therein.

Diligent Efforts. During the Milestone Period, Parent Holdco (and its successors and assigns) shall, and shall cause its (and their) Subsidiaries to, use Diligent Efforts to achieve the Milestone prior to the end of the Milestone Period and as promptly as practicable following the Effective Time.

Diligent Efforts. Parent shall, and shall cause its Affiliates and any Sublicensees, to, use Diligent Efforts to achieve the Milestones. Without limiting the foregoing, Parent shall, and shall cause its Affiliates and any Sublicensees, as applicable, to apply Diligent Efforts to conduct the Phase III Trial.

Diligent Efforts. Parent shall, and shall cause its controlled Affiliates and any other Selling Entity to, use Diligent Efforts to achieve the Third Net Sales Milestone as promptly as practicable prior to the Net Sales Milestone Payment Termination Date.

Diligent Efforts. Rigel and Pfizer each shall use reasonably diligent efforts to achieve the objectives of the Research Program.

Diligent Efforts. (a) Commencing upon the Closing, Buyer shall use Diligent Efforts to achieve the Milestone Events. Buyer may satisfy such obligation in whole or in part through the activities of its Affiliates, and licensees, sublicensees, assignees and subsequent acquirers of Buyer or any of the Purchased Assets. If the Company in good faith believes that Buyer is not using Diligent Efforts to fulfill any of the Milestone Events, then the Company may provide Buyer with written notice thereof specifying in reasonable detail the reasons for such belief. If such notice is given, Buyer shall have [*] from receipt of such notice to cure such alleged deficiencies. If, after such cure period, the Company reasserts in writing substantially the same deficiencies (a “Diligence Notice”), then Buyer shall designate Representatives, including at least one officer with operating responsibility with respect to the Purchased Assets, to meet with the Company’s Representatives within [*] from the date of such Diligence Notice to address in good faith the Company’s belief that Buyer is not using Diligent Efforts and any steps that can be taken to cure any alleged breach of the obligation to use Diligent Efforts. If the participating parties fail to resolve these issues within [*] after such Diligence Notice, then the Company and Buyer shall have the right to initiate an alternative dispute resolution (“ADR”) proceeding in accordance with Section 9.8(b). (b) If Buyer (together with its Affiliates, licensees, sublicensees, assignees and subsequent acquirers) is no longer engaging in and does not have any plans to engage in the activities required to achieve the Milestone Events (which activities may include pursuing potential licensees, sublicensees, assignees and subsequent acquirers), then Buyer shall send prompt written notice thereof to the Company. (c) Failure of Buyer to fulfill or perform its obligation to use Diligent Efforts shall not subject such party to any Liability to the extent such failure is caused or occasioned by acts of God, acts of terrorism, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes or other labor disputes (which strikes or disputes need not be settled), compliance with any order, regulation, or request of government, or by any other event or circumstance of like character to the foregoing beyond the reasonable control and without the fault or negligence of such party (a “Force Majeure Event”), provided such party uses commercially reasonabl...

Diligent Efforts. BMS shall use Diligent Efforts to Commercialize each Product and MDX-1379 for each Indication for which such Product or MDX-1379 is Approved in the Royalty Territory. Without limiting the foregoing, BMS shall conduct all such Commercialization activities for each Product and MDX-1379 in the Royalty Territory in accordance with the terms of this Agreement and in a manner consistent with (a) the applicable Pre-Launch RT Commercialization Plan and Budget then in effect and (b) each applicable Annual RT Commercialization Plan and Budget then in effect; provided that, subject to Sections 10.5 and 14.5, BMS may, without seeking JCC approval to amend the then-current applicable Pre-Launch RT Commercialization Plan and Budget or the then-current applicable Annual RT Commercialization Plan and Budget (i) expand its activities or increase its financial commitments (but not Medarex’s obligations) beyond those set forth in the applicable Approved Plan or (ii) decrease its total spending or selling effort for a given Year by not more than [*****]† (but by not more than [*****] if BMS is then Commercializing a Competing Product in the applicable Region) beyond what is then budgeted in, and approved for, the then-current applicable Pre-Launch RT Commercialization Plan and Budget or the then-current applicable Annual RT Commercialization Plan and Budget for each of (A) Japan, (B) all countries in Europe (allocated across the countries in Europe as determined by BMS), and (C) all remaining countries of the Royalty Territory other than Japan and those in Europe (allocated across such remaining countries as determined by BMS). BMS shall use its Diligent Efforts to Launch each Product and MDX-1379, as the case may be, for each Indication in a country in the Royalty Territory promptly after Approval is obtained in such country. For avoidance of doubt, the Parties agree that BMS’ Diligent Efforts obligations permit BMS to take into account the reimbursement or pricing received in a country relative to the business risks and costs associated with Commercialization in such country to the extent it would do so were such Product a BMS † [*****] REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. solely-owned product (it being further understood that, before making any such decision not to Launch a Product in any such country for any su...