Diligence Obligation Sample Clauses

Diligence Obligation. Following the selection of each Novartis Selected In Vivo Target, Novartis and its Affiliates will use Commercially Reasonable Efforts to research, Develop, and Commercialize [***] Novartis Selected In Vivo Product directed to such Novartis Selected In Vivo Target [***].

Diligence Obligation. The Parties agree that the primary focus of their efforts to develop Licensed Products shall be upon IV Products and Oral Products. Gilead shall use Commercially Reasonable Efforts to Commercialize in the Gilead Territory both the IV Product, and an Oral Product if Cubist obtains Regulatory Approval for such a product in the United *CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION. States and provides a clinical data package relating thereto that is sufficient to support Regulatory Approval in the Gilead Territory, in each case following Regulatory Approval of such Licensed Products in the Gilead Territory. Gilead shall require its Permitted Sublicensees in the Gilead Territory to use Commercially Reasonable Efforts to Commercialize such Licensed Products in the Gilead Territory following Regulatory Approval of such Licensed Products in the Gilead Territory. Whether Gilead is meeting such Diligence Obligation shall be determined with respect to each Licensed Product based upon all relevant factors, which may include without limitation the following factors: (a) the level of [ ]* of such Licensed Product in the [ ]* in a given calendar year relative to (i) the level of [ ]* in the preceding calendar year for such Licensed Product, and (ii) the level of [ ]*; (b) the [ ]* for such Licensed Product, including whether there is [ ]*; (c) the [ ]* in the Gilead Territory for such Licensed Product; (d) the [ ]* for such Licensed Product in the [ ]*; (e) the level of [ ]* Licensed Product in the Gilead Territory relative to the level of [ ]* Licensed Product outside the Gilead Territory, taking into account differences in Licensed Product [ ]*, the incidence of [ ]* in such regions, as well as differences in [ ]* between the different regions, and such other factors as may be appropriate under the circumstances; (f) whether [ ]* with respect to such Licensed Product; (g) the [ ]* for such Licensed Product in a country [ ]*; and (h) Gilead's efforts with respect to [ ]* in the Gilead Territory and each of the foregoing factors with respect to the [ ]*. In no event shall Gilead's Diligence Obligation with respect to any Licensed Product be deemed to include a requirement that Gilead [ ]* in any country.

Diligence Obligation. Stemline, itself or through its Affiliates or sublicensees, shall use commercially reasonable efforts to develop and commercialize a Licensed Product in the Field. In furtherance of such objective, Stemline shall use commercially reasonable efforts to: (a) within *** (***) years after the First Amendment Effective Date; and/or (b) within *** (***) years after the First Amendment Effective Date. Notwithstanding the foregoing, in the event of unforeseen technical, scientific, intellectual property or regulatory issues with respect to any Licensed Product, and provided that Stemline is using commercially reasonable efforts in the research and development of such Licensed Product, Stemline may request an extension of the time periods for the achievement of the foregoing milestones and provide a detailed list of the actions to be taken to resolve any such issues and S&W shall reasonably grant such extension in good faith. For the avoidance of doubt, Stemline’s failure to meet one of the goals set forth above in and of itself shall not automatically establish Stemline’s failure to use commercially reasonable efforts for a Licensed Product, but Stemline shall be automatically deemed to have used commercially reasonable efforts for any time period set forth above if any milestone set forth above is achieved in the applicable time period. S&W shall notify Stemline in writing if S&W determines that Stemline has failed to perform in accordance with this Section for at least one Licensed Product. In the event *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. Stemline disagrees with S&W’s determination as to Stemline’s compliance with this Section 3.05, Stemline shall have *** (***) days to submit information in order to demonstrate Stemline’s efforts and the parties shall attempt to resolve such disagreement for a period of not more than *** (***) days. If, at the end of such *** (***) day period, the parties have not reached agreement, the matter shall be submitted to dispute resolution in accordance with Section 8.12. In the event the parties agree or the dispute resolution procedure determines that Stemline has failed to diligently perform (and such failure is not cured within the *** (***) day period under Section 7.02(a)) with respect to at least one Licensed Product, S&W shall have the right to convert the license granted hereunde...

Diligence Obligation. AVEO shall in good faith use reasonable efforts to seek a collaboration partner for the purpose of funding further Development and Commercialization of Licensed Products. For purposes of clarity, the Parties understand that AVEO shall not be required by the Agreement or this Amendment No. 1, to further Develop or Commercialize a Licensed Product in the absence of a Third Party collaborator.

Diligence Obligation. Bayer shall use reasonable commercial efforts to undertake the activities relating to each First, Second and Third Stage QT that is not a Returned QT, as provided in Section 2.12, PROVIDED THAT, Bayer may discontinue or suspend such activities from time to time with respect to a particular Selected QT if Bayer determines that it is commercially reasonable to do so (any such discontinuation or suspension, however, to have no effect on the time periods set forth in Section 2.12(a), (b) and (c)).

Diligence Obligation. 28 Section 2.12 Millennium Participation in Development............28 Section 2.13 Reports............................................29 Section 2.14 Decision Making....................................29

Diligence Obligation. Felicitex shall use its Commercially Reasonable Efforts to further Research, Develop and Manufacture at least one (1) Product and to seek Regulatory Approval for and to Commercialize at least one (1) Product in the Major Market Countries following receipt of Regulatory Approval therein.

Diligence Obligation. Basilea shall use Commercially Reasonable Efforts to Research, Develop, register, manufacture, and Commercialise the Products in the Territory.

Diligence Obligation. CoTherix shall devote Commercially Reasonable Efforts to carry out the following activities: (i) Develop one Oral Product for the Stable Angina Field, one Oral Product for the PH Field (whether the same as or different from the Oral Product for the Stable Angina Field), and one Inhaled Product for the PH Field, for each Major Market country within the Territory in which it is Commercially Reasonable to do so; (ii) as soon as reasonably (determined under the Commercially Reasonable Efforts standard) practicable obtain, and thereafter maintain, Regulatory Approval(s) for each such Product and for its respective field, in each Major Market country within the Territory in which it is supported by the data and Commercially Reasonable to do so; and (iii) Commercialize each Product for which it obtains Regulatory Approval (including, to avoid any confusion, in the case of the European Major Markets, individual country elements of Regulatory Approval required for launch in the particular country, beyond the centralized EMEA approval), in each Major Market country of the Territory in which such Regulatory Approval is obtained and it is Commercially Reasonable to do so. CoTherix shall do this in a manner that is consistent with the terms and conditions of this Agreement. CoTherix may do this directly, by its own activities, or indirectly, by the activities of its Affiliate(s), Sublicensee(s) or distributors(s). For the avoidance of doubt, and notwithstanding anything else in this Agreement or in the Development Plan, CoTherix shall not be obligated to pursue Development, Regulatory Approval or Commercialization activities with respect to a given Product in a given country if not Commercially Reasonable to do so.