Diligence and Reporting Sample Clauses

Diligence and Reporting. (Section 10.2)
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Diligence and Reporting. In order to maintain any license granted to Lilly under this Section 8.2.3 with respect to a Drug Discovery Target, Lilly must maintain an Active Program on such Drug Discovery Target, and as long as Lilly has an Active Program with respect to a Drug Discovery Target Isis shall not conduct any research on its own or with a Third Party on such Drug Discovery Target or any ASO Compound directed to such Drug Discovery Target. In the event that the foregoing diligence obligation is not met by Lilly with respect to a Drug Discovery Target or Drug Discovery ASO Compounds directed thereto, the license granted to Lilly under this Section 8.2.3 with respect to such Drug Discovery Target shall terminate. Lilly shall provide Isis with annual written reports that include a description of the research, development and commercialization activities by Lilly on any Drug Discovery Target and Drug Discovery ASO Compounds related thereto licensed by Lilly under this Section 8.2.3. Lilly shall provide prompt written notice to Isis when it ceases to have an Active Program on any Drug Discovery Target or Drug Discovery ASO Compounds directed thereto licensed by Lilly pursuant to this Section 8.2.3 and thereafter such license shall terminate. Within [***] months of such notice from Lilly, or within [***] months of termination of this Agreement by Isis pursuant to Section 13.4 or 13.5, Isis shall provide written notice to Lilly if it desires to develop an ASO Product to such Drug Discovery Target and whether it desires to receive from Lilly summary reports on completed IND-enabling toxicology studies and completed clinical trials for the ASO Compound related to such Drug Discovery Target. Lilly shall provide such summary reports promptly after receiving such notice from Isis. If Isis fails to provide such notice within such [***] month period Lilly shall have no obligation to provide such summary reports to Isis.
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Diligence and Reporting. In order to maintain any license granted to Lilly under this Section 8.2.2 with respect to a Reagent Target or Validation Target, Lilly must (i) maintain an Active Program with respect to such Reagent Target or Validation Target, (ii) achieve Program Sanction Approval on Reagent ASO Compounds or Validation ASO Compounds directed to such Reagent Target or Validation Target, as applicable, in no more than [*] months from the time of licensing of such Target by Lilly and (iii) consider a Reagent ASO Compound directed to such Reagent Target or a Validation ASO Compound directed to such Validation Target under Lilly's formal review process for CSAG Approval in no more than [*] months from Program Sanction Approval. In the event that any of the foregoing diligence obligations is not met by Lilly with respect to a Reagent Target or Validation Target or ASO Compound directed thereto, the license granted to Lilly under this Section 8.2.2 with respect to such Reagent Target or Validation Target and ASO Compounds directed thereto shall terminate. Lilly shall provide Isis with annual written reports that include a description of the research, development and commercialization activities by Lilly on any Reagent Target or Validation Target (and ASO Compounds directed thereto) licensed by Lilly under this Section 8.2.
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Diligence and Reporting. GSK shall use Commercially Reasonable Efforts to develop and commercialize ***. Within *** days after the end of each ***, GSK shall provide FivePrime with a written report summarizing its development and commercialization activities with respect to each Committed Lead Target and its related Licensed Product(s) in such ***, which shall include, without limitation, the modality (i.e., Compound or Biologic) of the Licensed Product(s) then under development by GSK (or its Affiliates or sublicensees) for each Committed Lead Target as well as the level of staffing and resources committed by GSK for such Committed Lead Target and/or Licensed Products, and shall be sufficiently detailed for FivePrime or its auditors to determine whether GSK has met its diligence obligations under this Agreement. GSK shall provide such additional information and documentation as is reasonably requested by FivePrime or its auditors for the purposes of verifying GSK’s satisfaction of the diligence obligation set forth in this Section 5.2.
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Diligence and Reporting. UCB shall use Commercially Reasonable Efforts to develop and commercialize at least one Licensed Product for each Licensed Protein in the Territory. After the Research Term, UCB shall within *** days after the end of each *** provide FivePrime with a written report summarizing the status of its research, development and commercialization efforts with respect to each Licensed Protein and its related Licensed Product(s) in such ***. UCB’s reporting obligations under this Section 7.2 with respect to Licensed Products related to a given Licensed Protein shall terminate upon the date of First Commercial Sale of a Licensed Product with respect to such Licensed Protein in the U.S. or one of the Major Markets.
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Diligence and Reporting. 5.2.1 FivePrime shall, during the Clinical Lead Target Development Period for a particular Clinical Lead Target and at its sole cost and expense, use Commercially Reasonable Efforts to design and develop at least one (1) Clinical Lead Product and conduct further lead optimization on such Clinical Lead Product, such as performing humanization of mouse monoclonal antibodies and protein or antibody engineering as appropriate. Within *** days after the end of each Calendar Quarter, FivePrime shall provide GSK with a written report summarizing its development activities with respect to each Clinical Lead Target and its related Clinical Lead Product(s) in such Calendar Quarter. 5.2.2 GSK shall, at its sole cost and expense, use Commercially Reasonable Efforts to design and develop at least one (1) Compound or Biologic directed to or against each Committed Lead Target (or the GSK Alternative Committed Lead Target GSK elects to develop in lieu of such Committed Lead Target pursuant to Sections 3.4.4), except during the Clinical Lead Target Development Period for a particular Clinical Lead Target, and conduct further lead optimization with respect thereto, such as performing humanization of mouse monoclonal antibodies, protein or antibody engineering, small molecule screening, formulation, and other activities to improve the drug-like properties of such Biologic or Compound, as appropriate. GSK shall inform FivePrime of its progress on such activities in each Quarterly Progress Report (as defined below). Subject to Section 5.2.1, GSK shall be fully responsible, at its sole cost and expense, for the development and commercialization of Licensed Products with respect to each Committed Lead Target (or the relevant GSK Alternative Committed Lead Target) or Clinical Lead Target, and shall inform FivePrime of its progress on such activities in each Quarterly Progress Report (as defined below). GSK shall use Commercially Reasonable Efforts to develop and commercialize ***. Within *** days after the end of each Calendar Quarter, GSK shall provide FivePrime with a written report summarizing its development and commercialization activities with respect to each Committed Lead Target (or the relevant GSK Alternative Committed Lead Target) and its related Licensed Product(s) in such Calendar Quarter (each, a “Quarterly Progress Report”), which shall include the modality (i.e., Compound or Biologic) of the Licensed Product(s) then under development by GSK (or its Affiliates or s...
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Diligence and Reporting. (a) During the Research Term, Ideaya shall use Reasonable Efforts to: (i) Research a PARG Inhibitor; [***]. (b) If Ideaya exercises its Option, then Ideaya shall use Reasonable Efforts during the Term to: (i) Develop a Licensed Product for the treatment of a cancer Indication; [***].
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Diligence and Reporting. 7.1 LAVA agrees to use commercially reasonable efforts to develop, manufacture and sell Products either by itself or through (sub)licensees or other Third Parties up until 2 years after Exit. 7.2 Until the date that first Net End-user Sales are generated, LAVA will present on [***] basis (a) a development plan as may be updated by LAVA from time to time and (b) a progress report reporting on the progress of the development plan and the use of the Patent Rights and the Know How (“voortgangsrapportage”) in order to allow VUmc to verify that LAVA complies to the terms of this Agreement (c) a date on which first market approval is expected and Net End-user Sales might be generated. 7.3 LAVA will provide to VUmc on [***] (and in addition to the reports meant under 5.1): (a) an integrated [***] Royalty report in relation to royalties due with respect to the Patent Rights and Know-How and any licences granted thereunder by LAVA to Third Parties; and (b) an [***] progress report, which obligation shall end upon Exit. All information so disclosed to VUmc is the Confidential Information of LAVA. 7.4 Intentionally omitted.
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Diligence and Reporting 
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Related to Diligence and Reporting

  • Inspection and Reporting Each Grantor shall permit the Collateral Agent, or any agent or representatives thereof or such professionals or other Persons as the Collateral Agent may designate, not more than once a year in the absence of an Event of Default, (i) to examine and make copies of and abstracts from such Grantor's records and books of account, (ii) to visit and inspect its properties, (iii) to verify materials, leases, Instruments, Accounts, Inventory and other assets of such Grantor from time to time, (iii) to conduct audits, physical counts, appraisals and/or valuations, examinations at the locations of such Grantor. Each Grantor shall also permit the Collateral Agent, or any agent or representatives thereof or such professionals or other Persons as the Collateral Agent may designate to discuss such Grantor's affairs, finances and accounts with any of its officers subject to the execution by the Collateral Agent or its designee(s) of a mutually agreeable confidentiality agreement.

  • Environmental Compliance and Reports Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower’s part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower’s part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests.

  • Information and Reporting The Adviser shall provide the Trust and its respective officers with such periodic reports concerning the obligations the Adviser has assumed under this Agreement as the Trust may from time to time reasonably request.

  • Records and Reporting Company will maintain and preserve all records as required by law in connection with its provision of Services under this Agreement. Upon the reasonable request of Distributor, a Fund or the transfer agent for a Class, Company will provide timely copies of: (a) historical records relating to Client transactions involving the Class; (b) written communications regarding the Class to or from Clients; and (c) other materials relating to the provision of Services by Company under this Agreement.

  • Monitoring and Reporting The Programme Operator shall monitor, record and report on progress towards the programme’s outcomes in accordance with the provisions contained in the legal framework. The Programme Operator shall ensure that suitable and sufficient monitoring and reporting arrangements are made with the project promoters in order to enable the Programme Operator and the National Focal Point to meet its obligations to the Donors. When reporting on progress achieved in Annual and Final Programme Reports, the Programme Operator shall disaggregate results achieved as appropriate and in accordance with instructions received from the FMO.

  • Inspections and Reports 2.1 The department may inspect, in the manner and at reasonable times it considers appropriate, all the contractor's facilities and activities under this contract. 2.2 The contractor shall make progress and other reports in the manner and at the times the department reasonably requires.

  • Safeguards Monitoring and Reporting The Borrower shall do the following or cause the Project Executing Agency to do the following:

  • Form of Agreement and Reporting If a vendor submitting an offer requires TIPS and/or TIPS Member to sign an additional agreement, a copy of the proposed agreement must be included with the proposal to the TIPS Member. TIPS does not require a review a TIPS Member’s Job Order contract TYPE AIA or other similar Contract provided by the TIPS Member. This clause does not relieve the Vendor from the responsibility to report the contract execution and the amount of the contract and any change orders.

  • Access and Reports Subject to applicable Law, upon reasonable notice, (a) the Company shall (and shall cause its Subsidiaries to) afford Parent and Parent’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested and (b) Parent shall (and shall cause its Subsidiaries to) afford the Company reasonable access, during normal business hours throughout the period prior to the Effective Time, to such information as may be reasonably requested by the Company for a bona fide business purpose in connection with material events, circumstances, occurrences or developments with respect to Parent and its Subsidiaries after the date of this Agreement (or which were not previously disclosed to the Company by Parent or its Representatives and were not known by the Company, in each case, as of the date of this Agreement); provided that (i) neither the Company nor Parent shall be required to provide such access if it would unreasonably disrupt its operations and (ii) no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, or Merger Sub herein, and provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries (1) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (provided that such Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure), (ii) to permit (or to require the Company to perform) any Phase II environmental site assessments or other intrusive environmental sampling or subsurface investigations, including soil, sediment or groundwater testing or sampling, on any of the properties owned, leased or operated by it or any of its Subsidiaries or (iii) to disclose any privileged information of the Company, Parent or any of their respective Subsidiaries. Notwithstanding anything in this Section 6.7 to the contrary, the Company and Parent shall use their respective commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements (on terms reasonably acceptable to the Company and Parent, as applicable) pursuant to which outside counsel of Parent or the Company, as applicable, could be provided access to any such information and pursuant to which such information shall not be disclosed by such outside counsel to directors, officers, employees or other Representatives of Parent or the Company, as applicable, without the prior consent of the other Party; provided that neither the Company nor Parent, as applicable, shall be required to incur any liability, take any action that would breach any Contract or applicable Law or otherwise jeopardize any privilege or protection in connection with the foregoing. All requests for information made pursuant to this Section 6.7 shall be directed to the general counsel or other Person designated by the Company or Parent, as applicable. All such information shall be governed by the terms of the Confidentiality Agreement.

  • Funding, Services and Reporting The HSP represents warrants and covenants that (a) the Funding is, and will continue to be, used only to provide the Services in accordance with the terms of this Agreement; (b) the Services are and will continue to be provided: by persons with the expertise, professional qualifications, licensing and skills necessary to complete their respective tasks; and in compliance with Applicable Law and Applicable Policy; and (c) every Report is accurate and in full compliance with the provisions of this Agreement, including any particular requirements applicable to the Report and any material change to a Report will be communicated to the Funder immediately.

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