Delayed Development Sample Clauses

Delayed Development. Notwithstanding any other provision herein (but subject to Section 11.2(e)), Asahi may terminate this Agreement on a Product-by-Product basis if CoTherix (and all Affiliates and Sublicensees) completely abandon all efforts towards the Clinical Development of a Product in all the countries in the Territory before the First Commercial Sale in the U.S. or Europe. Upon First Commercial Sale of a Product in the U.S. or any country of Europe this Section 11.2(c) shall expire and be of no further force or effect as to all Products. The term “abandon” in the foregoing sentence shall mean that CoTherix (and its Affiliates and Sublicensees) have completely abandoned all efforts towards the Clinical Development of the Product and at least [***] have elapsed since the last Clinical Development-related activity undertaken by or on behalf of CoTherix (or an Affiliate or Sublicensee) without amending the Development Plan by the approval of the Joint Technical Committee; provided that, for the avoidance of doubt, suspension of all Clinical Trials or the absence of Clinical Trials at a given time shall not constitute “abandonment” (i.e., will not mean CoTherix “abandons” Clinical Development hereunder) so long as CoTherix (or an Affiliate or Sublicensee) is using Commercially Reasonable Efforts to move Development efforts forward or obtain Regulatory Approval. For so long as at least one Product remains in Development (i.e. not in a state of abandonment hereunder), no other Product shall be deemed to be in a state of abandonment under this Section 11.2(c) if CoTherix is satisfying its diligence obligations with respect to such other Product under Section 2.2. In the event of Change of Control of CoTherix pursuant to Section 11.2(f), [***] in the term “abandon” shall be [***].
Sample 1
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Related to Delayed Development

  • Research and Development (i) Advice and assistance in relation to research and development of Party B;

  • Joint Development All inventions, know-how, trade secrets, data or information which result from joint development by the Parties hereto shall be jointly owned by the Parties. The Parties hereby agree to cooperate in good faith in the filing of any and all patent applications in all jurisdictions.

  • Clinical Development (a) Stellartech shall design, develop and construct a Clinical Unit for each of the Thermage Disposable Device and the Thermage Generator, and any required component or subassembly thereof and shall deliver such Clinical Units to Thermage in accordance with the Development Program; (b) Stellartech shall deliver to Thermage such other Deliverables as are contemplated by the Development Program in accordance with the Development Program; and (c) as requested by Thermage and automatically at the conclusion of the Development Program, Stellartech, so long as Thermage is not in breach of its material obligation hereunder, shall deliver in writing to Thermage any and all data and information held by or in the control of Stellartech which is necessary or useful to obtain regulatory approval of the Products in the United States or any foreign country.

  • Independent Development The Disclosing Party acknowledges that the Receiving Party may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or agreement that the Receiving Party will not develop or have developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information, provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such development.

  • Development 3.1.1 Licensee agrees to and warrants that:

  • Initial Development Plan Not later than the Effective Date, Licensee shall have provided Merck with an initial Development plan for the Licensed Product in the Field in the Territory, which shall be incorporated as part of this Agreement as Attachment 3.02(a) (as may be amended in accordance with this Agreement, the “Development Plan”). **CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

  • Status as Business Development Company The Borrower is an “investment company” that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC.

  • Condominiums/Planned Unit Developments If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project such Mortgage Loan was originated in accordance with, and the Mortgaged Property meets the guidelines set forth in the Originator's Underwriting Guidelines;

  • Subsequent Developments After the date of this Contract and until the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s representations or warranties contained in this Contract to be no longer accurate in any material respect.

  • Business Development Provide advice and assistance in business growth and development of Party B. 业务发展。对乙方的业务发展提供建议和协助。

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