Lack of Diligence. Guarantor irrevocably waives any and all claims or defenses based upon lack of diligence in: (a) collection of any Obligations; (b) protection of any collateral or other security for the Indebtedness or Obligations; or (c) realization upon the other Loan Documents.
Lack of Diligence. In the event that Fuso fails to use reasonable efforts to exercise its diligence obligations under Section 5.2.2 with respect to a particular Collaboration Product as to a particular country of the Territory, GenVec may terminate this Agreement with respect to such Collaboration Product as to such country in accordance with Section 11.2. In such event, GenVec shall thereafter have the exclusive rights to commercialize such Collaboration Product in the said country, alone or with third parties.
Lack of Diligence. If GenVec is not diligent and Fuso terminates the Research Program in accordance with Section 11.2, GenVec shall return to Fuso (i) any amounts unexpended on the Research Program by GenVec due to GenVec's lack of diligence, and (ii) any amounts which an arbitrator, in an arbitration proceeding conducted pursuant to Article 12, deems were expended by GenVec in the Research Program without acting in a diligent manner ("Non-Diligent Research"). Notwithstanding the above, any amounts that GenVec has provided to a third party with the approval of the Steering Committee to sponsor research related to the Research Program which an arbitrator deems Non-Diligent Research shall be returned to Fuso by GenVec only to the extent that GenVec is able to obtain a refund from such third party.
Lack of Diligence. In the event that Fuso fails to meet the achievement-based or the expenditure-based diligence milestones with respect to a particular Collaboration Product, GenVec may terminate this Agreement with respect to such Collaboration Product pursuant to the provision of Section 11.2, unless Fuso establishes that it has acted reasonably, diligently and in good faith to meet the milestones but failed due to events outside Fuso's control, which may include, but not limited to, difficulty to find patients and/or doctors who are cooperative with the clinical trials or any change of the policy of the MHW or other authorities concerning general practice of clinical trials and/or gene therapy. In such event, GenVec shall thereafter have the exclusive rights to commercialize such Collaboration Products in the Territory, alone or with third parties.
Lack of Diligence. In the event that Infinity (i) fails to use or continue to use Diligent Efforts to develop and commercialize Licensed Compounds and Products as described in Sections 5.6 and 6.2, or (ii) notifies Intellikine that it will not conduct further development or commercialization with respect to all Licensed Compounds or Products, then Intellikine may terminate this Agreement, upon written notice to Infinity, provided that Infinity will have a period of [**] following receipt of such notice to demonstrate to Intellikine’s reasonable satisfaction that it has not failed to use or continue to use or to initiate Diligent Efforts in accordance with Sections 5.6 and 6.2, and any termination shall be subject to Section 14.2(b) as if such termination by Intellikine was effected under Section 14.2(a) for a material breach by Infinity.
Lack of Diligence. Non-performance of this Article 5, or any subparagraph thereof by LICENSEE, shall be a breach of this AGREEMENT, subject to [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. KOSAN's right to terminate this AGREEMENT pursuant to Section 19.2. In such event, KOSAN agrees that (except in the case of a breach of Section 5.7) subject to the terms of Section 19.3, such termination shall be KOSAN's sole and complete remedy for such a breach.
Lack of Diligence. Company has or will obtain the expertise necessary to independently evaluate the Licensed Patent(s) and intends to promote the development of Licensed Products for the commercial market. Company acknowledges that any failure by Company to exercise Diligent Efforts to reasonably implement the Development Plan, as amended from time to time, or to make timely submission to UWMRF of any updated Development Plan, or the providing of any false information to UWMRF regarding Company’s development activities hereunder, shall be a breach of this Agreement subject to the requirements of Article 4.3 hereof.
Lack of Diligence. In the event that Warner (i) fails to use or continue to use diligent efforts to actively develop and commercialize at least one Product Configuration (or corresponding Collaboration Product) for a particular clinical indication in the Field as set forth in Section 8.2.1 above (which diligence shall include but not be limited to the payment of the amounts set forth in Section 8.2.3), or (ii) notifies GenVec that it will not conduct further commercialization with respect to a particular clinical indication in the Field, then GenVec may terminate Warner's rights under this Agreement with respect to such clinical indication and all Product Configurations (or corresponding Collaboration Products) therefor in the Territory. In such event, such indication shall thereafter be excluded from the Field, and, subject to Article 15, GenVec shall thereafter have the exclusive rights to commercialize any Product Configuration (or corresponding Collaboration Product) for such indication in the Territory, alone or with Third Parties, without obligation to Warner.
Lack of Diligence. Medarex may terminate the Exclusive Commercial License granted herein to Celldex with respect to a particular Licensed Antibody, on a Product-by-Product and Major Market-by-Major Market (as defined below) basis, effective upon written notice to Celldex, if Celldex:
Lack of Diligence. In the event that CFFT fails to exercise its good faith efforts to develop and commercialize a Collaboration Product within [...***...] years after the Completion Date, the rights to the Structure Data, Early Lead Series and Lead Series granted to CFFT pursuant to Section 4.1 shall revert to SGX and SGX thereafter shall have the right to develop, manufacture, make, have made, import, use, distribute, offer for sale and sell Collaboration Products. In the event of such reversion, SGX shall pay to 15 ***CONFIDENTIAL TREATMENT REQUESTED CFFT [...***...] percent ([...***...]%) of any amount SGX receives from the sale of any Collaboration Product.
