COMMERCIAL DUE DILIGENCE Sample Clauses

COMMERCIAL DUE DILIGENCE. The rights granted under Section 5.2 shall be subject to Xxxxxxx'x obligation to discover, develop and commercially exploit Products using the level of effort commensurate with other Xxxxxxx products at a similar stage of development and of similar importance (based on criteria such as patient population, price per treatment and competitive position). If Xxxxxxx fails to use such diligence, Rigel may notify Xxxxxxx of such failure and, if not cured within six (6) months of such notice, terminate the license under Section 5.2 with respect to such Product.
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COMMERCIAL DUE DILIGENCE. The rights granted under Section 9.2 shall be subject to Novartis' obligation to develop and commercially exploit Products using the same degree of diligence it would for its own products of comparable commercial potential. If Novartis fails to use such diligence (provided that Novartis is not prevented in meeting its obligation to develop and commercially exploit Products by force majeure, government regulation or intervention or institution of a lawsuit by a Third Party), Versicor may notify Novartis of such failure and, if not cured within six (6) months of such notice, terminate the license with respect to such Product, except if Novartis replaces Products for which it is thus prevented to meet its obligation for development and commercial exploitation with a Back-Up Compound.
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COMMERCIAL DUE DILIGENCE. 3.1 Ixion shall use commercially reasonable efforts to bring one or more Licensed Products or Licensed Processes to market through a program intended to attain commercialization of Licensed Products and Licensed Processes.
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COMMERCIAL DUE DILIGENCE. 13 4.4 Reports.. . . . . . . . . . . . . . . . . . . . . . . . . . 13 ARTICLE 5. COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . . 14
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COMMERCIAL DUE DILIGENCE. If, regardless of whether Roche exercises Best Efforts, annual Net Sales of Products worldwide are less than [ ] by the conclusion of the [ ] following the date of First Commercial Sale of a Product in the U.S. or any country of the EU, then the parties agree to meet and confer in good faith regarding the most appropriate corrective actions to take in significant markets. The following factors shall be considered by the parties in determining the most appropriate course of action: (i) Roche's competitive position, including promotional spending levels, sizes of field sales forces and market development expenditures, relative to competitive products; (ii) cost of goods sold; (iii) policy of health authorities on prophylaxis of influenza and (iv) Gilead's interest in, and ability to increase revenues by, assuming all rights to the Product. In the event the parties agree that the rights to the Product shall revert to Gilead, the parties shall thereupon agree on appropriate commercial terms for the reversion of such rights.
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COMMERCIAL DUE DILIGENCE. 14.01 The Licensor by written notice to the Licensee may make this License non-exclusive with respect to a particular Major Jurisdiction if:
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COMMERCIAL DUE DILIGENCE. If, regardless of whether Roche exercises Best Efforts, annual Net Sales of Products worldwide are less than [ * ] by the conclusion of the [ * ] following the date of First Commercial Sale of a Product in the U.S. or any country of the EU, then the parties agree to meet and confer in good faith regarding the most appropriate corrective actions to take in significant markets. The following factors shall be considered by the parties in determining the most appropriate course of action: (i) Roche’s competitive position, including promotional spending levels, sizes of field [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. sales forces and market development expenditures, relative to competitive products; (ii) cost of goods sold; (iii) policy of health authorities on prophylaxis of influenza and (iv) Gilead’s interest in, and ability to increase revenues by, assuming all rights to the Product. In the event the parties agree that the rights to the Product shall revert to Gilead, the parties shall thereupon agree on appropriate commercial terms for the reversion of such rights.
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COMMERCIAL DUE DILIGENCE. 14.01 Licensee shall make diligent efforts to introduce Products subject of the License granted herein as soon and in as wide a market as is practicable and consistent with sound and reasonable business practice and judgment. Licensor shall have the right to terminate this Agreement on a jurisdiction by jurisdiction basis, at any time after the Effective Date if, in Licensor's reasonable judgment, Licensee has failed to meet such obligations in a particular jurisdiction. If Licensee disagrees with Licensor's decision to terminate this Agreement, such dispute shall be referred to arbitration in accordance with clause 15.08 and the decision of the arbitrator once rendered shall be final and binding upon the parties.
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Related to COMMERCIAL DUE DILIGENCE

  • Commercial Diligence Upon execution of this Agreement, Licensee shall diligently proceed with Commercially Diligent Efforts to develop, manufacture, practice, sell and use the Licensed Products in order to make them readily available to the general public as soon as possible on commercially reasonable terms. Licensee shall continue active, diligent Commercially Diligent Efforts for one or more Licensed Product(s) throughout the term of this Agreement (“Actively Commercializing”). In addition, Licensee shall perform at least the following obligations as part of its due diligence activities hereunder:

  • Legal Due Diligence The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which shall be satisfactory to Administrative Agent in its sole discretion.

  • 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.

  • Satisfactory Due Diligence Each Lender shall have completed, to its satisfaction, a due diligence analysis with respect to the business, assets, operations, condition (financial and otherwise) and prospects of the Loan Parties, including with respect to their ability to comply with the representations and warranties and covenants contained in the Loan Documents.

  • 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.

  • Environmental Due Diligence Lender shall be provided with such Environmental Due Diligence for the Property as Lender may require, to be in form and content acceptable to Lender. All reports shall be addressed to Lender. Borrower shall pay for the cost of the Environmental Due Diligence.

  • ACCESS AND COOPERATION; DUE DILIGENCE (a) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of CTS and the Other Founding Companies access during business hours to all of the COMPANY's sites, properties, books and records and will furnish CTS with such additional financial and operating data and other information as to the business and properties of the COMPANY as CTS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with CTS and the Other Founding Companies and their respective representatives, including CTS's auditors and counsel, in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with the transactions contemplated by this Agreement. CTS, NEWCO, 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 Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, CTS will cause each of the Other Agreements, binding each of the Other Founding Companies, to contain a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.

  • Buyer’s Due Diligence Subject to Section 21 below, Buyer shall have twenty-five (25) Business Days from and after the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary herein.

  • Underwriting; Due Diligence (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Agreement, the Company shall enter into an underwriting agreement, with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution substantially to the effect and to the extent provided in Section 8 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5(e) hereof. The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by the Selling Holders on whose behalf the Registrable Securities are to be distributed as are customarily contained in underwriting agreements with respect to secondary distributions. The Selling Holders may require that any additional securities included in an offering proposed by a Holder be included on the same terms and conditions as the Registrable Securities that are included therein.

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