Diligence Failure. If in ViroPharma’s reasonable opinion, Schering fails to comply with any of its diligence obligations under Section A-4.1, then ViroPharma shall have the right to give Schering written notice thereof stating in reasonable detail the particular failure(s). Schering shall have a period of thirty (30) days from the receipt of such notice to correct the failure or, in the event that the failure cannot be reasonably cured within a thirty (30) day period, then Schering shall initiate actions reasonably expected to cure the failure within thirty (30) days of receiving notice and shall thereafter diligently pursue such actions to cure the failure (even if requiring longer than the thirty (30) days specified in Section A-4.3). In the event of a dispute as to whether or not Schering has failed to exercise due diligence under Section A-4.1 or whether Schering is diligently pursuing actions reasonably expected to cure such failure under this Section A-4.3, such dispute shall be resolved through binding arbitration in accordance with Article . If Schering does not cure such failure, or otherwise discontinues the reasonably diligent development or commercialization of Product in the Territory, the License Agreement shall be terminated.
Diligence Failure. In the event Wistar determines that Company has failed to fulfill any of its obligations under Sections 4.1 or 4.2, Wistar may terminate this Agreement in accordance with Section 9.2; provided, however, that if Company is meeting its obligations under Section 4.1, Company may purchase up to a total of three (3) one-year extensions of any Performance Milestone under Section 4.2 by paying Wistar, on or before the Performance Milestone Date for such Performance Milestone, [**] dollars ($[**]) the first extension and [**] dollars ($[**]) for each extension thereafter. Exclusive License Agreement Wistar Reference No. LIC15-35 Wistar/OncoCyte Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission. Confidential portions are marked [**].
Diligence Failure. A material breach of DISTRIBUTOR’s diligence obligations, set forth in Sections 4.2.1-4.2.3 above, shall give SUPPLIER the right, in its sole discretion, with thirty (30) calendar days prior written notice (if DISTRIBUTOR has failed to cure such breach of its diligence obligations within such thirty (30) calendar day period), to either (i) terminate this Agreement, in accordance with Section 16.2; or (ii) appoint additional distributor(s) for the Territory, and convert the exclusive rights of Section 2.1.1 and 2.3.16 into non-exclusive rights. In the event that the DISTRIBUTOR’S rights to distribute any Product are converted to non-exclusive rights, the Parties will agree on new applicable Minimum Annual Purchase Quantities.
Diligence Failure. Notwithstanding Section 9.2(b) (Termination for Cause), Vaccinex may terminate this Agreement in the event that Surface is in material breach of its diligence obligations under Section 3.1 (General Obligation) and fails to cure such material breach within [***] days after receiving written notice thereof from Vaccinex, provided that if Surface disputes in good faith the existence or materiality of any such breach specified in the notice provided Vaccinex, and Surface provides notice of such dispute within such [***] day period then such [***] day cure period will be tolled during the pendency of such dispute, and Vaccinex shall not have the right to terminate this Agreement unless and until such dispute is resolved.
Diligence Failure. In the event Wistar determines that Company has failed to fulfill any of its obligations under Sections 4.1 or 4.2, Wistar may terminate this Agreement in accordance with Section 9.2; provided, however, that if Company is meeting its obligations under Section 4.1, Company may purchase up to a total of three (3) one-year extensions of any Performance Milestone under Section 4.2 by paying Wistar, on or before the Performance Milestone Date for such Performance Milestone, twenty-five thousand dollars ($25,000) the first extension and fifty thousand dollars ($50,000) for each extension thereafter. Exclusive License Agreement Wistar Reference No. LIC15-35 Wistar/OncoCyte
Diligence Failure. If, on a Selected Target-by-Selected Target basis, Fate believes that Juno has failed to satisfy the foregoing diligence requirements [***] then Fate shall give written notice to Juno and Juno shall have an opportunity of at least [***] days to cure such failure or to provide written evidence of its satisfaction of the foregoing diligence. If at the end of such [***] days Juno has not cured such failure [***].
Diligence Failure. If, at any time during the development of the Initial Product: (i) the actual development timeline for the Initial Product is more than ***days delayed from the development timeline set forth in the current Development Plan, and either Party believes such delay is due to the failure of the other Party to perform its obligations hereunder, then such Party may convene a special meeting of the JSC to discuss the matter, by written notice to the other Party. Such notice shall state with particularity the obligations the Party calling the meeting believes that the other Party has not satisfied and the basis for such belief, including any supporting evidence that it wishes to provide in connection therewith. The meeting shall be convened at corporate office of the Party not requesting the meeting, within ten (10) business days of such Party’s receipt of such notice. At such meeting, the members of the JSC shall discuss the concerns of the Party requesting the meeting, the other Party’s efforts in such areas of concern and any additional actions that the Party requesting the meeting requests the other Party take to remedy the cause for concern. If after such meeting, the Parties have not agreed in writing to a resolution of the matter reasonably satisfactory to the Parties, either Party shall have 22 of 91 Confidential and Proprietary the right to claim a breach of this Agreement and upon determination in arbitration under Section 20 that such Party is in material breach, obtain payment in the amount of € *** as liquidated damages in addition to its other rights hereunder.
Diligence Failure. In the event that Providence breaches the diligence requirements set forth in Section 8.2 or Section 8.3, at Arcturus’ option this Agreement shall terminate in whole or in part; provided, however, that (a) with respect to any failure to Develop any Collaboration Compound or Product, the termination of Licenses will be on a Licensed Collaboration Tumor Type-by-Licensed Collaboration Tumor Type basis, and (b) prior to any termination, the Parties will meet and discuss in good faith extending Providence’s timeframes for performance deadlines for meeting such milestones within a reasonable term, which will not exceed six (6) months absent Arcturus’s sole consent, if the Parties mutually agree that such extension will enable completion of such milestones in such reasonable term. If there is a good faith dispute between the Parties as whether Providence has breached its diligence requirements set forth in Section 8.2 or Section 8.3, then any termination by Arcturus under this Section will be stayed until a final determination pursuant to Section 15.1.
Diligence Failure. Failure to meet DISTRIBUTOR’s diligence obligations, as set forth in this Section 4.1 shall be considered as a breach of this Agreement and will give SUPPLIER the right, in its sole discretion, with [***] prior written notice (if DISTRIBUTOR has failed to cure either such diligence obligation within such [***] period), to either (i) terminate the Agreement, in accordance with Section 16.2; or (ii) appoint additional distributor(s) for the Territory or parts thereof, and convert the exclusive rights of Section 2.1.1 and 2.3.1 into non-exclusive rights. In such event, the Parties will agree on new applicable Minimum Annual Purchase Quantities. The remedies available to SUPPLIER under this Section 4.1.4 (i) and (ii) shall however not commence until [***] after the Effective Date.
Diligence Failure. 4.3.1 Xxxxxx understands and agrees that failure in performing its Diligence Efforts hereunder, including failing to provide the Commercialization Plans mentioned, above shall be considered a material breach of this Agreement. 4.3.2 In the event Vanderbilt determines that Xxxxxx has failed to perform its Diligence Efforts, then: (i) Xxxxxx shall first try to remedy such failure in a mutually satisfactory manner within a mutually acceptable timeframe not to exceed one year; and (ii) If Xxxxxx fails to perform its Diligence Efforts within the extended timeframe mentioned in 4.3.2(i), Vanderbilt may either terminate this Agreement in accordance with Section 7.3 or consider conversion of the grant under this license to a non-exclusive grant. Article 5
