Commercial Development Obligation. In order to maintain the license granted hereunder in force, Licensee shall use reasonable efforts and due diligence to develop Scripps Technology and Scripps Patent Rights which are licensed hereunder into commercially viable Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall keep Scripps generally informed as to Licensee's progress in such development, production and sale, including its efforts, if any, to sublicense Scripps Technology and Scripps Patent Rights, and Licensee shall deliver to Scripps an annual written report and such other reports as Scripps may reasonably request. The parties hereto acknowledge and agree that achievement of the milestones described in Exhibit C attached hereto on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder for the time periods specified in Exhibit C. In the event Scripps has a reasonable basis to believe that Licensee is not using reasonable efforts and due diligence as required hereunder, upon notice by Scripps to Licensee which specifies the basis for such belief, Scripps and Licensee shall negotiate in good faith to attempt to mutually resolve the issue. In the event Scripps and Licensee cannot agree upon any matter related to Licensee's commercial development obligations, the parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrator determines that Licensee has not complied with its obligations hereunder, and such default is not fully cured within sixty (60) days after the arbitrator's decision, Scripps may terminate Licensee's rights under this Agreement.
Commercial Development Obligation. In order to maintain the license granted hereunder in force, Licensee shall use reasonable efforts and due diligence to develop Scripps Technology and Scripps Patent Rights which are licensed hereunder into commercially viable Licensed Product, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Product. Licensee shall keep Scripps generally informed as to Licensee's progress in such development, production and sale, including its efforts, if any, to sublicense Scripps Technology and Scripps Patent Rights, and Licensee shall deliver to Scripps a quarterly written report and such other reports as Scripps may reasonably request. The parties hereto acknowledge and agree that achievement of the milestones described in Exhibit A attached hereto on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder for the time periods specified in Exhibit A. In the event Scripps has a reasonable basis to believe that Licensee is not using reasonable efforts and due diligence as required hereunder, upon notice by Scripps to Licensee which specifies the basis for such belief, Scripps and Licensee shall negotiate in good faith to attempt to mutually resolve the issue. In the event Scripps and Licensee cannot agree upon any matter related to Licensee's commercial development obligations, the parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrator determines that Licensee has not complied with its obligations hereunder, and such default is not fully cured within sixty (60) days after the arbitrator's decision, Scripps may terminate Licensee's rights under this Agreement.
Commercial Development Obligation. (a) Licensee will use best efforts, at its sole expense, to diligently develop, commercialize, promote and sell at least one Product in the Territory in the Field, as promptly as is reasonably and commercially feasible. For purposes of this Section 6.1, the standard of best efforts with respect to development matters shall mean the standard that Licensee uses for similar products of similar potential at a similar stage of development on a worldwide basis. With respect to commercialization, promotion and sale, the standard of best efforts shall be measured on a region by region basis, wherein the regions are (i) the European Union, (ii) the United States, (iii) Japan and (iv) the rest of the world. The standard of best efforts with respect to each region shall mean the standard that Licensee uses for similar products of similar potential and at a similar stage of development in each of those regions, respectively.
(b) Licensee will keep the Development Steering Committee generally informed as to Licensee's progress in the development of Products.
(c) If Licensor has a reasonable basis to believe that Licensee is not using best efforts under Section 6.1(a) , it may provide written notice to Licensee specifying the basis for such belief. On receiving such notice, Licensee will have the right to reply in writing to Licensor's notice within thirty (30) days. If Licensor does not receive a reply from Licensee within that period, or if the Parties disagree, either Party may refer the matter for dispute resolution pursuant to Article XIII. If the dispute is referred to arbitration, and the arbitrators conclude that Licensee has not fulfilled its obligation under Section 6.1(a), and such failure is not cured within sixty (60) days from the date of the decision, or if Licensee has not taken the requisite steps to cure such failure within such period (if not capable of cure within sixty (60) days), or does not diligently pursue such cure, Licensor may, upon notice to Licensee, (i) convert Licensee's license with respect to such Licensed Patent to a non-exclusive license in any or all countries in the applicable region (but limited to only one additional licensee in any country) or (ii) terminate Licensee's license in any or all countries in the applicable region.
(d) Notwithstanding the other provisions of this Section 6.1, the Parties anticipate (without guarantee) the following timelines with respect to the development of the Products:
(i) Phase I Clinical Trial - ...
Commercial Development Obligation. In order to --------------------------------- maintain Licensee's exclusive license rights granted hereunder in force, Licensee shall use reasonable efforts and due diligence to develop the Licensed Technology into commercially viable Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Licensee shall keep Licensor generally informed as to Licensee's progress in such development, production and sale, including its efforts, if any, to sublicense Licensed Technology.
Commercial Development Obligation. 8 4.2 Governmental Approvals and Marketing of Licensed Products.........................................9
Commercial Development Obligation. 10 4.2 Milestone.................................................. 10 4.3 Governmental Approvals and Marketing of Licensed Products................................................... 10 4.4
Commercial Development Obligation. In order to maintain in force the license granted hereunder, Licensee shall use reasonable efforts and diligence to develop Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products. Mere sublicensing is not considered reasonable commercial efforts. The parties hereto acknowledge and agree that achievement of the milestones described in Section 12.2 shall be evidence of compliance by Licensee with its commercial development obligations hereunder for the time periods specified in 12.2. In the event Salk, at any time, has a reasonable basis to believe that Licensee is not using reasonable efforts and diligence as required hereunder, including failure to achieve the milestones described in Section 12.2, Salk shall provide Licensee with a notice that specifies the basis for such belief. Upon such notice, Licensee has sixty (60) days to respond in writing with proof of diligence and/or a plan for cure to Salk’s satisfaction or Salk has the right to terminate the Agreement.
Commercial Development Obligation. In order to maintain in force the license granted hereunder, URIGEN shall use commercially reasonable efforts and diligence to develop Licensed Products, as promptly as is reasonably and commercially feasible, and thereafter to produce and Sell such quantities of Licensed Products in markets throughout the Territory. The Parties hereto acknowledge and agree that achievement of the milestones described in Section 11.2 on or before the dates set forth therein shall be conclusive evidence of compliance by URIGEN with its
1. KALIUM shall have the right to terminate relevant rights under this license or to convert the relevant license to non-exclusive (with royalties being reduced to 50% of above amounts) if URIGEN fails to meet milestones set forth in Section 11.2 for a category of Licensed Product and cannot otherwise show evidence of commercially reasonable efforts to expeditiously develop and commercialize Licensed Products. The Parties agree to negotiate in good faith an amendment of the provisions of Section 11.2 to the extent such amendments are supported by reasonable evidence of (i) diligent efforts on the part of URIGEN and (ii) the need for any requested extension. In the event KALIUM has a reasonable basis to believe that URIGEN is not using commercially reasonable efforts and diligence as required hereunder, upon notice by KALIUM to URIGEN which specifies the basis for such belief, KALIUM and URIGEN shall attempt in good faith to resolve the issue. In the event KALIUM and URIGEN cannot agree upon any matter related to URIGEN’S commercial development obligations hereunder, the Parties agree to utilize arbitration pursuant to Section 10.2 hereof in order to resolve the matter. If the arbitrators determine that URIGEN has not complied with its obligations hereunder, and such default is not fully cured within sixty (60) days after the arbitrators’ decision, KALIUM may terminate URIGEN’S rights under this Agreement.
Commercial Development Obligation. 14 6.2 Licensor's Costs of Development.......................................................15 6.3 Provision of Diagnostic Kits..........................................................15 6.4 Phase II, III and IV Clinical Trials..................................................16 6.5
Commercial Development Obligation. In order to maintain in force the license granted hereunder, Licensee shall, either by itself or through its sublicensees, use commercially reasonable efforts and diligence to develop a Licensed Product, and thereafter to produce and sell reasonable quantities of Licensed Product. The parties hereto acknowledge and agree that achievement of the diligence milestones described in Section 13.2 on or before the dates set forth therein shall be evidence of compliance by Licensee with its commercial development obligations hereunder for the time periods specified in Section 13.2. In the event Licensee has not met a diligence milestone as required hereunder, Salk shall provide Licensee with a written notice that specifies the basis for such belief. Upon such notice, Licensee has sixty (60) days to respond in writing with (a) proof of diligence, and/or (b)a plan for cure to Salk’s satisfaction, and/or (c)a reasonable rationale as to why the milestone could not reasonably have been met, or cured, due to factors beyond Licensee’s control; in such instance Licensee must also provide to Salk a revised reasonable diligence timeline, consistent with the revised development timeline of Licensee’s product. In the event that Licensee does not provide either a, and/or b, and/or c above, Salk has the right to terminate the Agreement in accordance with Section 10.2(b).
