Commercially Diligent Efforts means, with respect to a Licensed Product and/or Licensed Method, the diligent exercise, dedication and expenditure of efforts, money, personnel, and resources as reasonably needed to develop, manufacture, market, and sell the Licensed Product and/or Licensed Method. Such efforts shall be documented and must be consistent with those utilized by companies of similar size and type that have successfully developed products and services similar to the Licensed Product and/or Licensed Method. At a minimum, Commercially Diligent Efforts shall be based upon the commercialization plan, attached as Exhibit G and incorporated by reference, submitted to Licensor by Licensee as required under Article 5. In determining Commercially Diligent Efforts with respect to a particular Licensed Product and/or Licensed Method, Licensee may not reduce such efforts due to the competitive, regulatory, or other impact of any other product or method that it owns, licenses, or is developing or commercializing.
Commercially Diligent Efforts means, with respect to the development and commercialization by Licensee of at least one Licensed Product, the level of efforts and resources generally used by similarly situated pharmaceutical companies marketing compounds or products throughout the Territory (including internally developed, acquired and in-licensed compounds or products) with similar commercial potential at a similar stage in their lifecycle (assuming continuing development of such product).
Commercially Diligent Efforts means, (a) with respect to Sangamo, efforts and resources comparable to those expended by Sangamo on its projects for a Third Party of a similar nature (i.e., protein production projects) and (b) with respect to Genentech, efforts and resources comparable to those expended by Genentech on its internal process development projects of comparable value to Genentech. *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION
Examples of Commercially Diligent Efforts in a sentence
Licensee shall continue active, Commercially Diligent Efforts for one or more Licensed Product(s) and/or Licensed Method(s) throughout the term of this Agreement (“Actively Commercializing”).
Upon execution of this Agreement, Licensee shall diligently proceed with Commercially Diligent Efforts to develop, manufacture, practice, sell, and use the Licensed Products and/or Licensed Methods in order to make them readily available to the general public as soon as possible on commercially reasonable terms.
Upon execution of this Agreement, Licensee shall diligently proceed with Commercially Diligent Efforts to develop, manufacture, practice, sell and use the Licensed Products in order to make them readily available to the general public as soon as possible on commercially reasonable terms.
Licensee shall continue active, diligent Commercially Diligent Efforts for one or more Licensed Product(s) throughout the term of this Agreement (“Actively Commercializing”).
If Genentech, despite using Commercially Diligent Efforts, is not successful in achieving the results required for a Success Notice 1 or Success Notice 2 for a given Designated Gene, no Success Milestone Payment shall be due for such Designated Gene.
More Definitions of Commercially Diligent Efforts
Commercially Diligent Efforts means, with respect to a particular task, a level of efforts that is consistent with the efforts and resources normally used by a biopharmaceutical company of comparable size and resources as Parent in the exercise of its commercially reasonable business practices relating to performance of a task for a similar compound or product (including the research and development of a compound or product), as applicable, at a similar stage in its research and development or commercial life as the CVR Product, and of similar scientific data/validation, and that has commercial and market potential similar to the CVR Product, taking into account issues of intellectual property coverage, safety, tolerability and efficacy, stage of development, product profile, the competitiveness of other products in development or the marketplace, supply chain management considerations, proprietary position, regulatory exclusivity, the regulatory structure involved, anticipated or approved labeling, present and future market and commercial potential, the likelihood of receipt of Regulatory Approval, any delays or pauses of programs relating to external factors (including, but not limited to, pandemic, natural disaster, government shutdown, war, terrorist attack and cyber-attack), profitability (including pricing and reimbursement status achieved or likely to be achieved), amounts payable to licensors of patents or other intellectual property rights, alternative products and programs, and legal issues.
Commercially Diligent Efforts mean those efforts to research, Develop, commercialize and market Licensed Products that are consistent with the usual practice followed by pharmaceutical companies in pursuing the research, Development, commercialization and marketing of their pharmaceutical products with a comparable potential market, risk, and revenues.
Commercially Diligent Efforts means, with respect to a Licensed Product and/or Licensed Service, the diligent exercise, dedication and expenditure of efforts, money, personnel, and resources as reasonably needed to develop, manufacture, market and sell the Licensed Product and/or Licensed Service, which shall be consistent with those utilized by companies of similar size and type developing products and services of a similar kind and market potential to the Licensed Product and/or Licensed Service.
Commercially Diligent Efforts means, with respect to the manufacture, supply, delivery, marketing and promotion of the Product or the conduct of other activities referred to herein as requiring Commercially Diligent Efforts, such efforts and resources commonly used by a similarly situated company in the research-based pharmaceutical industry for a product owned or licensed by it of similar commercial potential at a similar stage in its lifecycle, taking into consideration various factors such as its safety and efficacy, product profile, cost to develop, the time required to complete development, the competitiveness of alternative products, its proprietary position, the likelihood of regulatory approval, its profitability, sharing of revenues, its labeling, the regulatory environment, competitive market conditions and all other relevant factors, all as measured by the facts and circumstances at the time such efforts are due. In addition to and notwithstanding the foregoing, with respect to the obligation of Takeda and its Affiliates and sublicensees to satisfy the requirement to use Commercially Diligent Efforts as provided in Section 6.1 hereof, from [**] until [**], the marketing, promotion and selling of the Product will need to be and remain one of the two top priority products of the oncology business operations of Takeda in the Territory for [**], one of the three top priority products of the oncology business operations of Takeda in the Territory for [**], and thereafter will receive for the term of the Agreement at least [**] of the resources of the oncology business operations of Takeda in the Territory, ranked in terms of priority, resource allocation, efforts, product positioning and relative order of [**] 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.
Commercially Diligent Efforts means, with respect to a Licensed Product and/or Licensed Method, the diligent exercise, dedication, and expenditure of efforts, money, personnel, and resources as reasonably needed to develop, manufacture, market, and sell a Licensed Product and/or Licensed Method. Such efforts shall be documented and must be consistent with those utilized by companies of similar size and type that have successfully developed products and services similar to the Licensed Product and/or Licensed Method. At a minimum, Commercially Diligent Efforts shall be based upon the commercialization plan submitted to Licensor by Licensee as required under Article 5. In determining Commercially Diligent Efforts with respect to a particular Licensed Product and/or Licensed Method, Licensee may not reduce such efforts due to the competitive, regulatory, or other impact of any other product or method that it owns, licenses, or is developing or commercializing.
Commercially Diligent Efforts means, with respect to the evaluation, development, manufacture, supply, delivery, marketing, sale and promotion of the Product or the conduct of other activities referred to herein as requiring Commercially Diligent Efforts, such reasonable efforts and resources commonly used by a similarly situated company in the research-based pharmaceutical industry for a product owned or licensed by it of similar commercial potential at a similar stage in its lifecycle, taking into consideration such factors as its safety and efficacy, product profile, cost to develop, the time required to complete development, the competitiveness of alternative products, its proprietary position, the likelihood of regulatory approval, its profitability, sharing of revenues, its labeling, the regulatory environment, competitive market conditions and all other reasonably relevant factors, all as measured by the facts and circumstances at the time such efforts are due.
Commercially Diligent Efforts means, with respect to a Licensed Product, the diligent exercise, dedication and expenditure of efforts, money, personnel, and resources as reasonably needed to develop, manufacture, market and sell the Licensed Product. Such efforts shall be documented and must be consistent with those utilized by companies of similar size and type that have successfully developed products and services similar to the Licensed Product. In determining Commercially Diligent Efforts with respect to a particular Licensed Product, Licensee may not reduce such efforts due to the competitive, regulatory or other impact of any other product or method that it owns, licenses or is developing or commercializing. Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in this exhibit with three asterisks [***]. An unredacted version of this exhibit has been separately filed with the Securities and Exchange Commission. KUCTC-Reata Confidential [***]