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 mutually agreeable milestones shall be evidence of compliance by Licensee with its commercial development obligations hereunder. Notwithstanding the foregoing, if Licensee believes that it cannot, within the exercise of prudent and reasonable business judgment, perform any mutually agreed upon milestones within the time period required therefor, Licensee may request an extension of time for the performance date to a date that Licensee believes to be reasonable and prudent and Scripps shall agree to any requested extension which is not more than one (l) year in length from the originally required date and will not unreasonably withhold consent to requests for longer extensions. 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 cured within sixty (60) days after the arbitrator's decision, Scripps may terminate Licensee's rights under this Agreement.
Commercial Development Obligation. 8 4.2 Governmental Approvals and Marketing of Licensed Products.........................................9
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. 10 4.2 Milestone.................................................. 10 4.3 Governmental Approvals and Marketing of Licensed Products................................................... 10 4.4
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. (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.
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
Commercial Development Obligation. (a) ICN will at its sole expense diligently develop, commercialize, promote and sell Products in each Major Market Country in the Field, as well as elsewhere in the Territory, as promptly as is reasonably and commercially feasible. For purposes of this Section 6.1(a), the standard of commercial feasibility shall mean the standard that ICN and companies comparable to ICN use for similar products of similar potential at a similar stage of development on a worldwide basis. Upon a showing of lack of commercial feasibility with respect to any country in the Territory other than a Major Market Country, ICN may upon written notice to Metabasis, without being in violation of its obligations under this Section 6.1(a), elect to cease developing, commercializing, promoting and selling Products in such country; provided that such election shall not release ICN from any of its obligations to Metabasis up to the date of such notice, including payment of all amounts owed to Metabasis up to such date. If within six months after such written notice ICN shall not have resumed diligently developing, commercializing, promoting and selling Products in such country in accordance with Section 6.1, all licenses granted to ICN pursuant to Section 2 with respect to such country shall become non-exclusive and ICN shall make available to Metabasis, to the extent they are available to ICN, all clinical information, data, INDs, NDAs and other Product Registrations applicable to all Licensed Compounds and Products to the extent necessary to permit Metabasis and/or its assignees, sublicensees and distributors to develop, commercialize, promote and sell Products in such country.
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, Licensee shall use commercially reasonable efforts and diligence to develop Licensed Technology, as promptly as is reasonably and commercially feasible, and thereafter to produce and sell reasonable quantities of Licensed Products in order to bring the Licensed Products to market as soon as practicable. The parties hereto acknowledge and agree that achievement of each of the performance milestones described in Section 3.4 of this Agreement (the “Diligence Milestones”) 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 3.4. 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, Salk shall provide Licensee with a written notice that specifies the basis for such belief. Upon such notice, Licensee has […***…] 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.
