EFFORTS BY AMBRX Sample Clauses
The "Efforts by Ambrx" clause defines the level of diligence and resources that Ambrx is required to apply in fulfilling its obligations under the agreement. Typically, this clause specifies whether Ambrx must use "commercially reasonable efforts," "best efforts," or another standard to perform tasks such as research, development, or commercialization activities. For example, it may require Ambrx to allocate a certain amount of personnel or funding to a project, or to pursue regulatory approvals in a timely manner. The core function of this clause is to set clear expectations for Ambrx's performance, reducing ambiguity and potential disputes about whether Ambrx has met its contractual responsibilities.
EFFORTS BY AMBRX. AMBRX shall, either itself or through its Affiliates, use commercially reasonable efforts to provide technical and consulting assistance or other services as requested by ZMC, at ZMC’s expense, which are necessary for ZMC to exercise its rights under this Agreement to achieve ZMC Milestones under Sections 4.1.1 to 4.1.3. In addition, without limiting the foregoing, AMBRX shall use commercially reasonable efforts to undertake the following responsibilities (“AMBRX RESPONSIBILITIES”):
5.1.1 AMBRX shall assist ZMC to secure arrangement(s) with Third Party contract research organization(s) and/or consultant(s) under Section 4.1, approved by the Joint Steering Committee, to conduct development, preclinical and clinical development activities for the Licensed Products in the Territory and produce the Licensed Products on behalf of ZMC before the transferring of clinical and/or manufacturing programs and protocols from said Third Party under Section 4.1 to ZMC Manufacturing Facility.
5.1.2 AMBRX shall assist ZMC to select a Third Party under Section 4.1.3, approved by the Joint Steering Committee, to conduct preclinical and Phase I Clinical Trials and evaluation of Phase I Clinical Data for Licensed Product outside the Territory.
5.1.3 Should ZMC decide to build or acquire a ZMC Manufacturing Facility in Territory under Section 4.1.2, AMBRX shall assist ZMC, during the construction of or acquiring ZMC Manufacturing Facility, to communicate with United States FDA and recommend Third Party consultant(s) having experience in FDA inspections on cGMP requirements (or having worked at FDA) at the expenses of ZMC, as necessary for ZMC to prepare for FDA inspection of ZMC Manufacturing Facility and achieve ZMC Milestones under Section 4.1.
EFFORTS BY AMBRX. Ambrx shall, either itself or through its Affiliates, use commercially reasonable efforts to provide technical and consulting assistance or other services as requested by Novocodex, at Novocodex’s expense, which are necessary for Novocodex to exercise its rights and/or perform its obligations under this Agreement.