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. 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. 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. 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. 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. 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 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. 30 Section 2.14 Millennium Participation in Development.......................30 Section 2.15 Reports.......................................................30 Section 2.16 Decision Making...............................................31 Article III Bayer and Millennium Rights and Obligations Relating to Selected QTs..................................................32

Diligence Obligation. In respect of each Milestone Event, commencing upon the Closing and continuing until the earliest of (i) such time as the relevant Milestone Payment under Section 3.7(a) has been paid, (ii) [***] after the Closing and (iii) the expiry of any Discontinuation Notice Period relating to a Development Discontinuation, a Commercialization Discontinuation or a Biocon License Termination or, if Equillium delivers to ▇▇▇ a notice of interest in accordance with Section 3.7(c)(ii), the relevant Negotiation Period (the “Diligence Period”), Ono shall use Commercially Reasonable Efforts to [***]. In addition, and without limiting ▇▇▇’s obligations with respect to the Assumed Liabilities, Ono shall comply with the diligence obligations under the Biocon License. For the avoidance of doubt, after the expiry of the Diligence Period in respect of any Milestone Event, Ono shall not be required to perform its diligence obligations in respect of such Milestone Event pursuant to this Section 3.7(b). Equillium’s sole and exclusive remedy in respect of any breach by ▇▇▇ of this Section 3.7(b) shall be indemnification under Section 11.2(b)(ii).

Diligence Obligation. Intendis shall [*] to Develop the [*] in accordance with the Project Plan. [*].