Specific Diligence Obligations Sample Clauses

Specific Diligence Obligations. Without limiting the generality of Sections 8.1 and 8.2, Artelo shall:
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Specific Diligence Obligations. (a) Acorda shall, either through its own efforts and/or those of its Affiliates or sublicensees, use commercially reasonable efforts to develop and commercialize Licensed Products by performing the following actions (each, a “Diligence Milestone”):
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Specific Diligence Obligations. In addition to TMC’s general development diligence requirements set forth above, and in no way limiting them, at all times during the period of time beginning with the Effective Date and ending on the date of the First Sale of the second Product to be Commercialized, TMC will have at least two Products in a combination of Active Early Development and/or Active Clinical Development (it being understood that this obligation will be satisfied if TMC has (i) two or more Products in Active Early Development, (ii) two or more Products in Active Clinical Development, or (iii) one Product in Active Early Development and one Product in Active Clinical Development); provided, however, TMC will not be deemed to be in breach of this specific diligence obligation if TMC encounters an adverse technical, clinical or other condition/event regarding a particular Product (and not a condition/event that applies generally to TMC) which, in TMC’s reasonable judgment, requires the termination or suspension of development work on such particular Product, so long as TMC is engaged in Active Early Development on at least one additional Product within 6 months following the date TMC terminates or suspends such development program.
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Specific Diligence Obligations. During the Term, ELAN shall use Commercially Reasonable Efforts (i) to Develop at [***] Clinical Candidate targeted at IL-23 and to Commercialize [***]IL-23 Product for each Diligence Indication in the United States and a Major Market Country, and (ii) to Develop [***]Clinical Candidate targeted at each Program Target other than IL-23 and to Commercialize [***]Collaboration Product for each active Program Target other than IL-23 in the United States and a Major Market Country.
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Specific Diligence Obligations. Without limiting the generality of the provision of Section 3.1.2 above, Ophthotech hereby agrees that it will:
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Specific Diligence Obligations. Without limiting the generality of the provision of Section 3.1.2 above, Oral DNA hereby agrees that it will: (i) complete the Initial Marketing Activities on or before six (6) months from the Effective Date; (ii) achieve a First Commercial Sale within one hundred twenty (120) days from the Effective Date; (iii) Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. commencing on the sixth Calendar Month following the Effective Date and continuing thereafter, make substantially the same volume of sales calls as made for its primary testing services; and (iv) conduct at least one (1) lecture per Calendar Quarter through one or more members of its management team or scientific advisory board (or such other individual as may be reasonably acceptable to ILI) that discusses the importance of genetic susceptibility in regard to the PST® Genetic Risk Assessment Test and periodontal disease. In the event that Oral DNA fails to use Commercially Reasonable Efforts in complying with its diligence obligations under Sections 3.1.3(a) or (b), then, subject to Section 3.1.3(c), ILI may terminate this Agreement pursuant to Section 7.2.2.
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Specific Diligence Obligations. Without limiting Clause 3.2.2, RPT shall achieve:
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Specific Diligence Obligations. [Note: To be negotiated.]
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Specific Diligence Obligations. Without limiting the generality of the provision of Section 3.1.2(a) above, Ribomic hereby agrees that it will achieve the specific milestones set forth in Schedule 2 attached hereto within the timelines set forth on such Schedule 2 (such obligations, the “Specific Diligence Obligations”). In the event that Ribomic fails to meet any of the Specific Diligence Obligations set forth in this Section 3.1.2(b) within the applicable timeline, but is otherwise in compliance with the provisions of Section 3.1.2(a) during the applicable diligence period specified above, then Archemix and Ribomic will negotiate in good faith an extension of the applicable milestone deadline for a period not to exceed [***] days from the applicable deadline date. If the Parties are unable to agree on such an extension within such negotiation period, then on a Licensed Product-by-Licensed Product and country-by-country basis as to such Licensed Product in such country and, with respect to any E5 Country, in all of the E5 Countries, (i) Archemix may, in its sole discretion (A) terminate the licenses granted under Section 2.1.1 of this Agreement for breach under Section 9.2.3 below or (B) convert the licenses granted under Section 2.1.1 of this Agreement from exclusive licenses to non-exclusive licenses, in either case only as such licenses apply to such Licensed Product in such country(ies) and, with respect to any E5 Country, in all of the E5 Countries, and (ii) to the extent Archemix exercises its rights under Section 3.1.2(b)(i)(A) or (B) with respect to a Licensed Product, Archemix’s exclusivity obligations under Section 2.3.1(a) shall terminate with respect to such Licensed Product in such country(ies). Archemix may waive any specific milestone diligence requirement on a case by base basis.
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Related to Specific Diligence Obligations

  • Diligence Obligations NN shall use commercially --------------------- reasonable efforts to achieve each of the following diligence obligations, for at least one Zid Embodiment in the ZSS, no later than the applicable deadline. The standard diligence time periods that ZGI and NN intend to be included in a Pre-Negotiated License under SECTION 5.4 in the situation where a Xxx Xxxx, Zid Protein or a Soluble Embodiment is the Product are recited below. However, both ZGI and NN recognize that specific circumstances surrounding a particular Zid Embodiment may lead the parties to negotiate one or more different diligence time period(s) within a particular Pre-Negotiated License. Under the standard diligence time periods, NN must:

  • Licensee Obligations 3.1 The Licensee is responsible for the installation, operation and maintenance of telecommunication lines, equipment, software and other arrangements necessary for the Licensee to receive the Licensed Data from the LME.

  • Maintenance Obligations In the event the Project includes construction then the following provisions are incorporated into this Agreement:

  • Compliance Obligations All GE employees are obligated to comply with the requirements — the “letter”— of the Company’s compliance policies set forth in the Spirit & Letter. These policies implement the GE Code of Conduct and are supplemented by compliance procedures and guidelines adopted by GE components. A summary of some of the key compliance obligations of GE employees follows: IMPROPER PAYMENTS • Always adhere to the highest standards of honesty and integrity in all contacts on behalf of GE. Never offer bribes, kickbacks, illegal political contributions or other improper payments to any customer, government official or third party. Follow the laws of the United States and other countries relating to these matters. • Do not give significant gifts or provide any extravagant entertainment to a customer or supplier without GE management approval. Make sure all business entertainment and gifts are lawful and disclosed to the other party’s employer. • Employ only reputable people and firms as GE representatives and understand and obey any requirements governing the use of third party representatives. INTERNATIONAL TRADE CONTROLS • Understand and follow applicable international trade control and customs laws and regulations, including those relating to licensing, shipping and import documentation and reporting and record retention requirements. • Never participate in boycotts or other restrictive trade practices prohibited or penalized under United States or applicable local laws. • Make sure all transactions are screened in accordance with applicable export/import requirements; and that any apparent conflict between U.S. and applicable local law requirements, such as the laws blocking certain U.S. restrictions adopted by Canada, Mexico and the members of the European Union, is disclosed to GE counsel. MONEY LAUNDERING PREVENTION • Follow all applicable laws that prohibit money laundering and that require the reporting of cash or other suspicious transactions. • Learn to identify warning signs that may indicate money laundering or other illegal activities or violations of GE policies. Raise any concerns to GE counsel and GE management. PRIVACY • Never acquire, use or disclose individual consumer information in ways that are inconsistent with GE privacy policies or with applicable privacy and data protection laws, regulations and treaties. • Maintain secure business records of individual consumer information, including computer-based information. SUPPLIER RELATIONSHIPS • Only do business with suppliers who comply with local and other applicable legal requirements and any additional GE standards relating to labor, environment, health and safety, intellectual property rights and improper payments. • Follow applicable laws and government regulations covering supplier relationships. • Provide a competitive opportunity for suppliers to earn a share of GE’s purchasing volume, including small businesses and businesses owned by the disadvantaged, minorities and women. WORKING WITH GOVERNMENTS • Follow applicable laws and regulations associated with government contracts and transactions. • Require any supplier providing goods or services for GE on a government project or contract to agree to comply with the intent of GE’s Working with Governments policy. • Be truthful and accurate when dealing with government officials and agencies. COMPLYING WITH COMPETITION LAWS • Never propose or enter into any agreement with a GE competitor to fix prices, terms and conditions of sale, costs, profit margins, or other aspects of the competition for sales to third parties. • Do not propose or enter into any agreements or understandings with GE customers restricting resale prices. • Never propose or enter into any agreements or understandings with suppliers which restrict the price or other terms at which GE may resell or lease any product or service to a third party. ENVIRONMENT, HEALTH & SAFETY • Learn how to conduct your activities in compliance with all relevant environmental and worker health and safety laws and regulations and conduct your activities accordingly. • Ensure that all new product designs or changes or services offerings are reviewed for compliance with GE guidelines. • Use care in handling hazardous materials or operating processes or equipment that use hazardous materials to prevent unplanned releases into the workplace or the environment. • Report to GE management all spills of hazardous materials; any concern that GE products are unsafe; and any potential violation of environmental, health or safety laws, regulations or company practices or requests to violate established EHS procedures. FAIR EMPLOYMENT PRACTICES • Extend equal opportunity, fair treatment and a harassment-free work environment to all employees, co-workers, consultants and other business associates without regard to their race, color, religion, national origin, sex (including pregnancy), sexual orientation, age, disability, veteran status or other characteristic protected by law. CONFLICTS OF INTEREST • Financial, business, or other non-work related activities must be lawful and free of conflicts with one’s responsibilities to GE. • Report all personal or family relationships, including those of significant others, with current or prospective suppliers you select, manage or evaluate. • Do not use GE equipment, information or other property (including office equipment, e-mail and computer applications) to conduct personal or non-GE business without prior permission from the appropriate GE manager. CONTROLLERSHIP • Keep and report all GE records, including any time records, in an accurate, timely, complete, and confidential manner. Only release GE records to third parties when authorized by GE. • Follow GE’s General Accounting Procedures (GAP), as well as all generally accepted accounting principles, standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts. • Financial statements and reports prepared for or on behalf of GE (including any component) must fairly present the financial position, results of operations, and/or other financial data for the periods and/or the dates specified. XXXXXXX XXXXXXX OR DEALING & STOCK TIPPING • Never buy, sell or suggest to someone else that they should buy or sell stock or other securities of any company (including GE) while you are aware of significant or material non-public information (inside information) about that company. Information is significant or material when it is likely that an ordinary investor would consider the information important in making an investment decision. • Do not pass on or disclose inside information unless necessary for the conduct of GE business — and never pass on or disclose such information if you suspect that the information will be used for an improper trading purpose. INTELLECTUAL PROPERTY • Identify and protect commercially significant GE intellectual property in ways consistent with the law. • Consult with GE counsel in advance of soliciting, accepting or using proprietary information of outsiders, disclosing GE proprietary information to outsiders or permitting third parties to use GE intellectual property. • Respect valid patents, copyrighted materials and other protected intellectual property of others; and consult with GE counsel for licenses or approvals to use such intellectual property.

  • Third Party Obligations 3.1. The THIRD PARTY shall:-

  • Development Obligations 1. The College supports the development, production, and dissemination of copyrightable, trademarkable, patentable, and other intellectual properties by its employees.

  • Performance Obligations The Purchaser shall have performed in all respects all obligations required to be performed by it under this Agreement at or prior to the Closing.

  • Other Material Obligations Default in the payment when due, or in the performance or observance of, any material obligation of, or condition agreed to by, any Loan Party with respect to any material purchase or lease of goods or services where such default, singly or in the aggregate with all other such defaults, might reasonably be expected to have a Material Adverse Effect.

  • Specific Obligations The HSP:

  • Conditions Precedent to the Obligations of Seller The obligation of Sellers to consummate the Transactions is subject to the satisfaction (or written waiver by Sellers) at or prior to the Closing Date of each of the following conditions:

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