Diligence Obligations Sample Clauses
The Diligence Obligations clause sets out the standard of care and effort that a party must exercise in performing its contractual duties. Typically, this clause requires a party to act with a certain level of skill, attention, and thoroughness—often described as "reasonable" or "commercially reasonable" diligence—when carrying out specific tasks or obligations under the agreement. For example, a service provider may be required to use diligent efforts to meet project deadlines or maintain compliance with applicable laws. The core function of this clause is to ensure that parties fulfill their responsibilities to an agreed standard, thereby reducing the risk of subpar performance and providing a clear benchmark for evaluating whether contractual duties have been met.
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Diligence Obligations. Licensee will use commercially reasonable efforts to develop, commercialize, market, promote, and sell Licensed Products in the Field. Commercially reasonable efforts means efforts equivalent to those utilized by ****.
Diligence Obligations. (a) Subject to Section 2.5(b) below, Proprius agrees to use commercially reasonable efforts (directly and/or through one or more Affiliates and Sublicenses) to bring one or more initial Products to market in the Field in the Territory and, following first commercial sale, to promote such Initial Product(s) in the Field in the Territory during the Term. Without limiting the generality of the foregoing (but subject to Section 2.5(b)), Proprius shall achieve first commercial sale of an Initial Product by December 31, 2008. If, despite its commercially reasonable efforts, Proprius fails to achieve first commercial sale of an Initial Product by December 31, 2008, the parties shall discuss in good faith an appropriate extension of such deadline and/or other modification of such diligence milestone. If the parties are unable to reach mutual agreement on such extension or modification, ORGENTEC shall have the right to convert Proprius’ license under Section 2.1 to a co-exclusive license upon written notice to Proprius.
(b) Proprius’ diligence obligations under Section 2.5(a) are subject to ORGENTEC using commercially reasonable efforts to obtain U.S. Food and Drug Administration clearance or approval of its Anti-MCV (autoantibodies against mutated citrullinated vimentin) E ▇▇▇▇ technology by December 31, 2009. Proprius shall, if available and to the extent permitted by applicable laws and commercially reasonable, the protocols approved by the respective IRBs/ Ethic Committees of the institutions through which samples were collected, and any informed consents obtained by Proprius from sample donors, transfer (or cause to be transferred) available patient samples to ORGENTEC to support the FDA approval process. Proprius hereby grants to ORGENTEC, to the extent permitted by applicable laws a non-exclusive license, to use the transferred samples for FDA approval purposes for Initial Products or Additional Products In the Field in the Territory. Should ORGENTEC not act diligently to achieve the FDA approval before or no later then December 31, 2009, Proprius has the right, at its own discretion, to solely oversee and manage the FDA approval. In such case ORGENTEC would continue to carry the costs for the FDA approval process.
Diligence Obligations. NN shall use commercially --------------------- reasonable effort 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 6.4 in the situation where a ▇▇▇ ▇▇▇▇, 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:
(a) obtain approval by NN's review board to make such Zid Embodiment an NN project which is reasonably resourced and funded in accordance with NN practice and taking into consideration the stage of development of the Zid Embodiment, no later than [*] after NN exercises the RoW Option under this ARTICLE 6;
(b) file an IND or administer a first human dose or pay the [*] Milestone Fee under SUBSECTION 6.
Diligence Obligations. Licensee shall use Commercially Reasonable Efforts to (a) develop and commercialize the Licensed Product in the entire Territory in accordance with the terms and conditions of this Agreement; (b) obtain Regulatory Approval(s) with respect to the Licensed Product in the Territory; and (c) thereafter diligently and aggressively Exploit the Licensed Product in the Territory to maximize sales. Licensee shall ensure that any Sublicense be terminable at the option of the Licensee in the event that a Sublicensee fails to maintain active, diligent marketing efforts for Licensed Product.
Diligence Obligations. Licensee will use commercially reasonable efforts to develop, commercialize, market, promote, and sell Licensed Products in each of the disease indications within the Field. Commercially reasonable efforts means efforts equivalent to those utilized by […***…].
Diligence Obligations. It is understood and acknowledged that part of the consideration for this License is Histogenics’s intention to bring one or more Eligible Products to market through a program for exploitation of the Licensed Technology and, once commercialized, thereafter to continue active, diligent marketing and sales efforts for Eligible Products throughout the life of this Agreement.
Diligence Obligations. 3.8.1 Sionna (itself or through its Affiliates or Sublicensees) shall use Commercially Reasonable Efforts to Develop, obtain Regulatory Approval for, and Commercialize at least [***] of the Licensed Priority Compounds and at least [***] comprising such Licensed Priority Compound in the United States and EU5 in accordance with the Development plan set forth in Schedule 3.3. Notwithstanding the foregoing or the timeline set forth in Schedule 3.3, during the period commencing on the Effective Date and ending [***] months thereafter, ▇▇▇▇▇▇ shall not be in breach of its obligations under this Section 3.8.1 to the extent Sionna (itself or through its Affiliates or Sublicensees) Develops a Sionna Compound to combine with a Licensed Priority Compound in accordance with the development philosophy set forth in Section (a) of Schedule 3.3.
3.8.2 If at any time AbbVie has a reasonable basis to believe that Sionna is in material breach of its diligence obligations with respect to the Development of any Licensed Compounds or Licensed Products under Section 3.8.1, then AbbVie may so notify ▇▇▇▇▇▇ in writing, specifying the basis for its belief, and, without limitation to any other right or remedy available to AbbVie hereunder, at AbbVie’s request, the Parties shall meet within [***] days after such notice to discuss in good faith AbbVie’s concerns and ▇▇▇▇▇▇’s Development plans with respect to such Licensed Compound or Licensed Product.
3.8.3 If at any time AbbVie has a reasonable basis to believe that Sionna is in material breach of its diligence obligations with respect to Commercialization of any Licensed Compound or Licensed Product under Section 3.8.1, then AbbVie may so notify ▇▇▇▇▇▇ in writing, specifying the basis for its belief, and, without limitation to any other right or remedy available to AbbVie hereunder, at AbbVie’s request, the Parties shall meet within [***] days after such notice to discuss in good faith AbbVie’s concerns and ▇▇▇▇▇▇’s Commercialization plans with respect to such Licensed Compound or Licensed Product.
Diligence Obligations. Following the exercise of a Commercial Option, Licensee will use commercially reasonable efforts to develop, commercialize, market, promote, and sell Licensed Products for each of the Licensed Indications within the Field. Commercially reasonable efforts means efforts equivalent to those utilized by […***…] […***…].
Diligence Obligations. (a) Purchaser shall act in good faith and shall use commercially reasonable efforts, and shall cause its Affiliates and Licensees to act in good faith and use commercially reasonable efforts, to (i) cause each of the Milestones to be achieved, including, as applicable, [***] with [***] and [***] discussions and negotiations to attempt to agree upon mutually satisfactory agreements relating to the [***] Commercial Program and the [***] Commercial Program, timely preparing and filing all documents necessary and diligently pursuing all filings necessary to achieve each Milestone, and developing, commercializing and selling CB-CAPS Products, (ii) develop, commercialize and sell Products subject to the Royalty Transactions, and (iii) collect, or cause to be collected, the Acquired Xifin Accounts Receivable. In addition, Purchaser [***]
Diligence Obligations. Distributor shall use diligent efforts to obtain regulatory approval of the Product in the Territory. In fulfilling this diligence obligation, Distributor shall use at least the same level of effort to obtain regulatory approval as Distributor uses to obtain regulatory approvals for other products Distributor distributes, including those manufactured by its Affiliate. Supplier’s sole remedy for such a breach shall be to terminate this Agreement under Section 10(b).