Common use of Diligence by Company Clause in Contracts

Diligence by Company. If Company has exercised the option to continue the Agreement under Section 4.1(b) above, subject to Licensor’s fulfillment of its obligations under this Agreement, Company shall use Commercially Reasonable Efforts to (a) Develop at least one Product and (b) Commercialize at least one Product throughout the Territory after receiving Commercialization Regulatory Approval, subject always to the next to last sentence for this Section 4.8; provided, that such Development and Commercialization obligations shall be expressly conditioned upon the continuing absence of any adverse condition or event relating to the safety or efficacy of the Collaboration Compound or Product, and Company’s obligation to Develop and Commercialize Product in the Field in the Territory shall be delayed or suspended so long as, in Company’s opinion, any such condition or event exists. Company shall have the exclusive right to determine, in its sole discretion, the launch strategy for Product in the Field in each country in the Territory, subject to its exercise of Commercially Reasonable Efforts and the availability of any necessary Third Party licenses or other rights. Activities by Company’s Affiliates and Sublicensees will be considered as Company’s activities under this Agreement for purposes of determining whether Company has complied with its obligation to use Commercially Reasonably Efforts. For clarity, Company shall have no obligation to Develop or Commercialize Product in any particular country or countries, provided that Company shall use Commercially Reasonable Efforts to Develop and Commercialize Product in the United States and the European Union, subject to receipt of Commercialization Regulatory Approval therein. Company shall be relieved of its diligence obligations under this Section 4.8 starting from the date Company provides Licensor with a termination notice.

Diligence by Company. If Company has exercised the option to continue the Agreement under Section 4.1(b) above, subject to Licensor’s fulfillment of its obligations under this Agreement, Company shall use Commercially Reasonable Efforts to (a) Develop at least one Product and (b) Commercialize at least one Product throughout the Company Territory after receiving Commercialization Regulatory Approval, subject always to the next to last sentence for of this Section 4.8; provided, that such Development and Commercialization obligations shall be expressly conditioned upon the continuing absence of any adverse condition or event relating to the safety or efficacy of the Collaboration Compound or Product, and Company’s obligation to Develop and Commercialize Product in the Field in the Company Territory shall be delayed or suspended so long as, in Company’s opinion, any such condition or event exists. Company shall have the exclusive right to determine, in its sole discretion, the launch strategy for Product in the Field in each country in the Company Territory, subject to its exercise of Commercially Reasonable Efforts and the availability of any necessary Third Party licenses or other rights. Activities by Company’s Affiliates and Sublicensees will be considered as Company’s activities under this Agreement for purposes of determining whether Company has complied with its obligation to use Commercially Reasonably Efforts. For clarity, Company shall have no obligation to Develop or Commercialize Product in any particular country or countries, provided that Company shall use Commercially Reasonable Efforts to Develop and Commercialize Product in the United States and the European Union, subject to receipt of Commercialization Regulatory Approval therein. Company shall be relieved of its diligence obligations under this Section 4.8 starting from the date Company provides Licensor with a termination notice.