2Diligence Sample Clauses

2Diligence. 1Juno shall use Commercially Reasonable Efforts (itself or through Affiliates or Sublicensees) to research, Develop, manufacture and commercialize in the Exclusive Field and in each major market in the Territory at least [**].
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2Diligence. 4.2. 1Development Diligence. Novartis will use Commercially Reasonable Efforts to Develop and obtain Regulatory Approval for at least one (1) Licensed Product for each Licensed Target in the United States and at least three (3) of the Major Market Countries. Novartis will have no other diligence obligations with respect to the Development or Regulatory Approval of Products under this Agreement.
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2Diligence. Century shall use Commercially Reasonable Efforts, or shall cause one or more of its Affiliates and Sublicensees to use Commercially Reasonable Efforts, to develop, seek Regulatory Approval of and commercialize at least one (1) Licensed Product in the United States in the Field.
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2Diligence. On an Accepted Target-by-Accepted Target basis, AbbVie shall use Commercially Reasonable Efforts to Commercialize one Licensed Product in each Major Market following receipt of Regulatory Approval therefor in such Major Market; provided, that such obligation is expressly conditioned upon Licensor’s and its Affiliates’ performing their respective obligations hereunder. Licensor acknowledges and agrees that, in addition to the foregoing, (A) AbbVie shall have the right to satisfy its diligence obligations hereunder through its Affiliates or Sublicensees [***].
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2Diligence. AbbVie shall use Commercially Reasonable Efforts to Commercialize one Licensed Product in each Major Market following receipt of Regulatory Approval therefor in such Major Market; provided, that such obligation is expressly conditioned upon Licensor’s and its Affiliates’ performing their respective obligations hereunder and, if applicable, under the Co-Promotion Agreement. Licensor acknowledges and agrees that, in addition to the foregoing, (A) AbbVie shall have the right to satisfy its diligence obligations hereunder through its Affiliates or Sublicensees, [***].
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2Diligence. Prior to selection of a Development Candidate, Company shall (i) perform the activities set forth in the Research Plan in a timely and complete manner, (ii) use Commercially Reasonable Efforts to achieve the goals of the DC Research within the time and budget allotted therefor in the Research Plan, and (iii) also have the research and Development obligations set forth in Section 2.5 of the Agreement. Following selection of a Development Candidate, Company shall use Commercially Reasonable Efforts to Develop and commercialize (whether directly, through an Affiliate, or in collaboration with one or more Third Parties, through licensing or some combination of the foregoing, all in compliance with the other applicable terms of this Agreement), for the treatment, mitigation or prevention of SMA or any other disease, indication or medical condition approved in writing by Foundation, at least one Product from such Development Candidate. In the event that the Development of a Development Candidate [**] toxicology studies governed by good laboratory practices (“GLP Toxicology Studies”) that causes Company to [**] that [**] is [**], then Company shall promptly notify Foundation in writing and Company shall spend up to [**] dollars ($[**]) Developing a Reversion Candidate through the start of GLP Toxicology Studies, provided that such Development does not [**] to [**] that such [**]. Upon the initiation of GLP Toxicology Studies for such Reversion Candidate, it shall be deemed a Development Candidate and Company shall have the diligence obligations set forth in the second sentence of this Section 3.2 of the Agreement. In the event that the Development of a Development Candidate [**] of [**] that [**] to [**] that such [**], then Company shall promptly notify Foundation in writing and Company shall, within [**] days of such notice, notify Foundation that Company has decided to do one of the following: (a) Develop one or more potential or actual Reversion Candidates or Lead Candidates at its own expense and in accordance with the terms and conditions of this Agreement, (b) Develop one or more potential or actual Reversion Candidates or Lead Candidates if Foundation is willing to pay for [**] percent ([**]%) of the costs of such Development for a [**] month period while the parties negotiate in good faith a separate agreement governing the further Development of such potential or actual Reversion Candidates or Lead Candidate(s); provided, that in the event the parties a...
Sample 1
2Diligence. Astria shall, itself or with or through any of its Affiliates or Sublicensees, use Commercially Reasonable Efforts to (a) Develop and obtain Regulatory Approval for at least one (1) Licensed Product in the United States and the Major European Markets and Japan and (b) following receipt of Regulatory Approval for a Licensed Product in the United States or any Major European Market, to Commercialize at least one (1) Licensed Product in the United States and such countries in the Major European Markets and Japan where Regulatory Approval has been obtained.
Sample 1
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2Diligence 
Sample 1

Related to 2Diligence

  • Commercial Diligence Pfizer will use Commercially Reasonable Efforts to Commercialize at least [**] in [**], where Pfizer or its designated Affiliates or sublicensees seek and receive Regulatory Approval for such [**]. Pfizer will have no other diligence obligations with respect to the Commercialization of Licensed Products except as otherwise set forth in this Agreement.

  • Diligence After the exercise of the Inhaled Option or Liquidia Respiratory Option, as applicable, GSK shall use Commercially Reasonable Efforts to develop and seek Regulatory Approval in the Territory, for the Liquidia Respiratory Product and Research Products in the applicable Exercised Field(s). Without limiting the foregoing, if GSK exercises the Inhaled Option and fails to initiate any Clinical Trial on at least [***] Research Product in Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. the Inhaled Field within six (6) years after the Effective Date (such event, a “Development Delay”), GSK shall provide Liquidia with a written explanation of the Development Delay for the applicable Research Products. If the Development Delay was not caused solely or primarily for valid scientific reasons (which would include issues with respect to safety and efficacy as well as delays due to feedback from Regulatory Authorities, whether related to the PRINT Material used in the Research Product or the GSK Material contained in the Research Product), then Liquidia shall have the right, but not the obligation, to convert the Inhaled License to a non-exclusive license upon written notice to GSK; provided, that conversion of the Inhaled License to non-exclusive shall be Liquidia’s sole and exclusive remedy in the event of a Development Delay and Liquidia shall not have the right to terminate this Agreement in accordance with Section 15.3; and provided, further that if the Development Delay is caused by the failure of Liquidia or its contract manufacturer to provide GSK with its required supply of PRINT Materials or Research Products then Liquidia shall not have the right to convert the Inhaled License to non-exclusive. In addition, and notwithstanding anything to the contrary, GSK’s obligation to use Commercially Reasonable Efforts is agreed by the Parties to be dependent upon GSK’s timely receipt of GSK’s requirements of viable PRINT Materials or Research Products that meet all applicable specifications agreed to by the Parties and/or Liquidia’s third party contract manufacturer. Any failure to timely deliver PRINT Materials or Research Products to GSK as described above by Liquidia or a third party contract manufacturer, and any subsequent delays or modifications to GSK’s development plans with respect to any Research Product resulting from such failure to supply shall not be deemed to be GSK’s failure to use Commercially Reasonable Efforts under this Section 6.2.

  • Due Diligence During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review conducted by the Agent in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during normal business hours and at the Company’s principal offices, as the Agent may reasonably request from time to time.

  • Completion of Due Diligence Each Purchaser shall have completed its legal, business and financial due diligence of the Company to its full satisfaction and shall be fully satisfied with the results thereof.

  • Buyer’s Due Diligence Prior to Closing, Buyer shall have the right to perform due diligence at the property, including without limitation commissioning an appraisal of the Property, a survey, and a property condition assessment. Buyer may obtain a survey of the Property before the Closing to assure that there are no defects, encroachments, overlaps, boundary line or acreage disputes, or other such matters, that would be disclosed by a survey ("Survey Problems"). The cost of the survey, appraisal and property condition assessment shall be paid by the Buyer. Not later than , Buyer shall notify Seller of any Survey Problems, and any such Survey Problem which shall prevent the issuance of title clear of any encroachment shall be deemed a defect in the title to the Property. Seller shall be required to remedy any such defects within days prior to the Closing. If Seller is unwilling or unable to remedy any such defects, Buyer shall have the right to cancel this Agreement, in which event Buyer shall receive a full refund of the Deposit.

  • Development Diligence Pfizer will use its Commercially Reasonable Efforts to Develop and seek Regulatory Approval for [ * ] Product [ * ] in the Field [ * ]. Pfizer will [ * ] with respect to the Development or Regulatory Approval of Products under this Agreement.

  • ACCESS AND COOPERATION; DUE DILIGENCE (i) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of URSI and the Founding Companies other than the COMPANY access to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI with such additional financial and operating data and other information as to the business and properties of the COMPANY (including the COMPANY's Subsidiaries) as URSI or the Founding Companies other than the COMPANY may from time to time reasonably request. The COMPANY will cooperate with URSI and the Founding Companies other than the COMPANY, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. URSI, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Founding Companies other than the COMPANY as confidential in accordance with the provisions of Section 14 hereof. In addition, URSI will cause each of the Founding Companies other than the COMPANY to enter into a provision similar to this Section 7.1 requiring each such Founding Company to keep confidential any information obtained by such Founding Company. (ii) Between the date of this Agreement and the Closing Date, URSI will afford to the officers and authorized representatives of the COMPANY access to all of URSI's sites, properties, books and records and will furnish the COMPANY with such additional financial and operating data and other information as to the business and properties of URSI as the COMPANY may from time to time reasonably request. URSI will cooperate with the COMPANY, its representatives, engineers, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The COMPANY will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • Satisfactory Completion of Due Diligence The Company and the Shareholders shall have completed their legal, accounting and business due diligence of the Parent and the results thereof shall be satisfactory to the Company and the Shareholders in their sole and absolute discretion.

  • Due Diligence Cooperation The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent may reasonably request.

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