Obligation to Develop. Notwithstanding any provision herein, including the provisions of this Section 2.7.2, Buyer is not obligated to continue development or commercialization of Alaway™ Plus in the event that Buyer makes a commercially reasonable, good faith determination to discontinue such development or commercialization. Notwithstanding the foregoing, if Buyer has not filed an NDA for Alaway™ Plus on or prior to the third (3rd) anniversary of the Closing Date (the “First Milestone Date”), then within thirty (30) days of the First Milestone Date Buyer, at its sole option, shall either (a) pay Seller an amount equal to the difference between Four Million Dollars ($4,000,000) and the Offset Amount (the “First Milestone Payment”) or (b) notify Seller (the “First Sale Notice”) that it has the right, for a period of ninety (90) days after receipt of the First Sale Notice (the “First Option Period”), to purchase from Buyer the right to develop, commercialize and market Alaway™ Plus in exchange for (i) assumption by Seller of liabilities and obligations that are consistent with the types of liabilities and obligations included in the Assumed Liabilities which Seller and Buyer shall agree upon in good faith and (ii) a cash payment of immediately available funds in an amount equal to the out-of-pocket costs plus the allocated portion of internal costs incurred by Buyer or its Affiliates in furtherance of the development and commercialization of Alaway™ Plus (the “Alaway™ Plus Purchase Option”) from the date hereof to the date of the First Sale Notice; provided, however, such purchase shall not include any rights in and to the trademark Alaway or the goodwill related thereto and neither Seller nor any Seller Affiliate shall take any action that conflicts with or impairs Buyer’s right, title, and ownership in and to the Alaway trademark and the goodwill related thereto, including using, registering, seeking to register or contesting the validity of Buyer’s Alaway trademark in any jurisdiction and shall not itself use any name, xxxx or designation that is confusingly similar to Buyer’s Alaway trademark (the “Alaway™ Plus Proviso”). If Buyer makes the First Milestone Payment and Buyer has not filed an NDA for Alaway™ Plus on or prior to the fifth (5th) anniversary of the Closing Date (the “Second Milestone Date”), then within thirty (30) days of the Second Milestone Date Buyer, at its sole option, shall either (x) pay Seller an amount equal to the difference between Four Million Dollars...
Obligation to Develop. Following the Closing, Parent shall fund the Project as more particularly described on Schedule 6.13 annexed hereto. The exclusive remedy for Company Stockholders as a result of a breach or failure by Parent to perform its obligations described in this Section 6.13 shall be the termination of Right of Forfeiture of the Milestone Consideration as provided in Section 3.1 above and as provided in the Warrants and the documentation evidencing such.
Obligation to Develop. NeoStem shall use commercially reasonable efforts to develop AMR-001, or NeoStem shall use commercially reasonable efforts to locate a partner to develop AMR-001, and if and only if commercially reasonable, file a New Drug Application (or its equivalent, i.e., BLA) with the FDA for marketing and sale of AMR-001 in the United States, obtain approval for such marketing and sale in the United States and in other territories to be agreed to by the parties (the “Additional Territories”), and commercialize or cause the commercialization of AMR-001 in the United States and in the Additional Territories, all in a timely fashion to the extent commercially reasonable.
Obligation to Develop. (a) Notwithstanding any provision herein, including without limitation the provisions of this Section 2.7, Buyer is not obligated to continue development of the Product or commercialization of any of the Purchased Assets in the event that Buyer makes a commercially reasonable, good faith determination to discontinue such development or commercialization.
Obligation to Develop. MRG will use commercially reasonable efforts to develop the "NewMIP" model of its implantable pump system in accordance with specifications set forth in Exhibit 16.1 attached hereto. The NewMIP will be developed by MRG in accordance with MRG's Product Development Protocol, a copy of which has been delivered to and approved by MiniMed prior to the execution to this Agreement. MRG will prepare a development plan, including milestones, with respect to the NewMIP program and provide a copy thereof to MiniMed.
Obligation to Develop. MRG will use commercially reasonable efforts to develop a Stand-Alone Long-Term Glucose Sensor System which will include an implantable glucose sensor suitable for use in vivo in humans or animals for a period of at least 45 days, a transmitter and a receiver/monitor, but not including an implantable pump (the "Stand-Alone Sensor System"). MRG will prepare a development plan (which will include scheduled milestones) with respect to its development efforts, and MiniMed will be entitled to participate in the preparation of the plan. MRG's initial development plan will be completed as soon as practicable after the date of this Agreement.
Obligation to Develop. ABI shall endeavor to enter into an agreement with a development partner (Sublicensee) providing for the development of Licensed Product, and will make reasonable commercial efforts to cause such agreement to provide for $300,000 in research funding to be committed to MMRI ($100,000 per year, over a three-year period) for research related to the development of a Licensed Product. The other provisions of this Agreement notwithstanding, including without limitation the term and termination provisions contained in Article V above, if ABI has not executed an agreement with a development partner (Sublicensee) within three (3) years of the date of this Agreement, providing for the reasonable and timely development of a Licensed Product, under which the development partner has undertaken to conduct appropriate and required preclinical studies and initiation of clinical trials to obtain regulatory approval, and to take other steps toward the commercialization of a Licensed Product, then this Agreement shall thereupon terminate, and neither party shall have any continuing obligation to the other; or alternatively, at the sole election of MMRI, MMRI may, by written notice delivered to ABI, undertake the task of finding a development partner (Sublicensee), and shall have three (3) years from the inception of such undertaking to secure agreement with a development partner. In the event such an agreement is
Obligation to Develop. Developer has submitted to the Land Bank a site plan, elevations, floor plans, and other plans and specifications (collectively, the "Plans") which have been approved by the Land Bank and are attached as Exhibit C. Subject to Section 9.03, the Developer shall use the Premises for the Improvements and shall develop the Premises and complete the Improvements in a good and xxxxxxx like manner in accordance with the Plans and this Agreement, to the Land Bank's satisfaction, no later than the Construction Completion Deadline. The Developer shall promptly (i) provide the Land Bank with a copy of all plans for the Premises, which have been approved and stamped by the City of Philadelphia Department of Licenses and Inspections ("L&I Approved Plans") and (ii) inform the Land Bank in writing of any deviations between the Plans and the L&I Approved Plans.
Obligation to Develop. The Development shall be carried out in accordance with the following conditions:- The Developer shall at its own expense do all works in connection with the preparation of the Development Site or any Phase thereof for the Development and shall take down and remove all work and materials (if any) which may be unsound or unfit for the purposes of the Development. The Developer shall, acting at all times in accordance with this Agreement, at its own expense prepare the Development Site for building purposes and shall complete the Development in the Phases in conformity in every respect with the Plans (as varied only with the written consent of DCC) and in full compliance with the Requisite Consents and with the provisions of this Agreement. The Developer shall ensure that the Development and each Phase thereof proceeds in a regular manner, in accordance with the Health And Safety Plan, the Method Statement and the Phasing Map without delay or interruption and shall take such steps as may be necessary to ensure the carrying out and completion of the Development in accordance with the Developer's Timetable and in accordance with the Planning Permission and to the Completion Standard for the Development, the Completion Standard for the Affordable Purchase Units, the Completion Standard for the Developer’s Units, and the Completion Standard for the Social Units and within the Term PROVIDED ALWAYS that if default or delay in completing the Development or any part thereof shall arise from Force Majeure then DCC shall allow such further time for the completion of the Development as shall be reasonable in the circumstances in accordance with the provisions of Clause 25 and PROVIDED FURTHER that DCC may, in any event, acting reasonably, permit the Term to be extended by two further periods of one year each in circumstances where the Developer makes written applications to DCC not less than 4 months before the expiration of the Term (or the extended Term, as the case may be) and provides evidence to the satisfaction of DCC that there are economically justifiable grounds for extending the Term by such further one year period, and thereafter, in the absolute discretion of DCC, for the completion of the Development or any Phase thereof as shall be reasonable in the circumstances up to and including a maximum of two further one-year extensions of the Term but so that the Term shall not exceed eight years from the date of grant of Planning Permission. The Developer shall p...
