Common use of Diligence Failures Clause in Contracts

Diligence Failures. If Company fails to fulfill any of its obligations under Section 3.1(b) with respect to any of the countries listed in Section 3.1(b)(ii)(a) or with respect to at least [**] of the countries listed in Section 3.1(b)(ii)(b) in any material respect, then, subject to the notice and cure provisions of Section 10.4, Hospital may treat such failure as a default and, at Hospital’s option, may, solely with respect to the country(ies) to which such failure relates, either convert the License under 2(a)(i) to non-exclusive or terminate this Agreement and/or any license granted hereunder in accordance with Section 10.4. For the avoidance of doubt, Hospital shall not, based on Company’s failure to fulfill it obligations under Section 3.1(b), have the right to terminate this Agreement or Company’s licenses hereunder, or convert Company’s licenses hereunder to non-exclusive, with respect to countries in which Company satisfies its obligations under Section 3.1 (b). In addition, if Company, together with its Affiliates, Sublicensees and Clinical End Users, ceases all development and commercialization activities with respect to all Products and Processes for more than [**], Hospital may treat such failure as a default and, at Hospital’s option, may either convert the License under 2(a)(i) to non-exclusive or terminate this Agreement and/or any license granted hereunder in accordance with Section 10.4.

Diligence Failures. If Company fails to fulfill any of its obligations under Section 3.1(b) with respect to any of the countries listed in Section 3.1(b)(ii)(a) or with respect to at least [***] of the countries listed in Section 3.1(b)(ii)(b) in any material respect, then, subject to the notice and cure provisions of Section 10.4, Hospital may treat such failure as a default and, at Hospital’s option, may, solely with respect to the country(ies) to which such failure relates, either convert the License under 2(a)(i) to non-exclusive or terminate this Agreement and/or any license granted hereunder in accordance with Section 10.4. For the avoidance of doubt, Hospital shall not, based on Company’s failure to fulfill it obligations under Section 3.1(b), have the right to terminate this Agreement or Company’s licenses hereunder, or convert Company’s licenses hereunder to non-exclusive, with respect to countries in which Company satisfies its obligations under Section 3.1 (b). In addition, if Company, together with its Affiliates, Sublicensees and Clinical End Users, ceases all development and commercialization activities with respect to all Products and Processes for more than [***], Hospital may treat such failure as a default and, at Hospital’s option, may either convert the License under 2(a)(i) to non-exclusive or terminate this Agreement and/or any license granted hereunder in accordance with Section 10.4.

Diligence Failures. If Company fails to fulfill any of its obligations under Section 3.1(b3.1(c) with respect to any of the countries listed in Section 3.1(b)(ii)(a3.1(c)(ii)(a) or with respect to at least [**] three of the countries listed in Section 3.1(b)(ii)(b3.1(c)(ii)(b) in any material respect, then, subject to the notice and cure provisions of Section 10.4, Hospital may treat such failure as a default and, at Hospital’s option, may, solely with respect to the country(iescountry(-ies) to which such failure relates, either convert the License under 2(a)(i) to non-exclusive or terminate this Agreement and/or any license granted hereunder in accordance with Section 10.4. For the avoidance of doubt, Hospital shall not, based on Company’s failure to fulfill it obligations under Section 3.1(b3.1(c), have the right to terminate this Agreement or Company’s licenses hereunder, or convert Company’s licenses hereunder to non-exclusive, with respect to countries in which Company satisfies its obligations under Section 3.1 (b3.1(c). In addition, if Company, together with its Affiliates, Sublicensees and Clinical End Users, ceases all development and commercialization activities with respect to all Products and Processes for more than [**], Hospital may treat such failure as a default and, at Hospital’s option, may either convert the License under 2(a)(i) to non-exclusive or terminate this Agreement and/or any license granted hereunder in accordance with Section 10.4.respect