Diligence Reporting. Within sixty (60) days after the end of each calendar year (other than the calendar year ending December 31, 2013), Licensee shall furnish CareFusion with a written report summarizing its, its Affiliates’ and its Sublicensees’ efforts during the prior year to develop and commercialize Licensed Products. Each report must contain a sufficient level of detail for CareFusion to assess whether Licensee is in compliance with its obligations under Section 3.1 and a discussion of intended efforts for the then-current year. Licensee represents and warrants that each of such reports shall be accurate.
Diligence Reporting. Within [***] days after the end of each Calendar Year, Company shall furnish Broad with a written report summarizing its, its Affiliates’ and its Sublicensees’ efforts during the prior Calendar Year to Exploit Licensed Products within the Field, including a summary of: (a) research and development activities, including information regarding specific Licensed Products in development and their therapeutic applications; (b) status of applications for Regulatory Approvals; and (c) commercialization efforts. The report shall also include a summary of intended efforts for the then current Calendar Year. The report shall be written in sufficient detail for Broad to assess whether Company is in compliance with its obligations under Section 3.1. Together with each report provided under this Section 3.3 Company shall provide Broad with a copy of the then-current Development Plan which shall include sufficient detail to enable Broad to assess which Licensed Products, if any, are in development and the status of any such development. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Diligence Reporting. CureVac shall use Diligent Efforts to develop, manufacture and commercialize Licensed Products in the Field of Use in the Territory, and shall keep Arcturus reasonably informed as to the progress and results of its and its Affiliates’ and Sublicensees’ development, manufacture and commercialization of the Licensed Product. Without limiting the foregoing, CureVac shall provide Arcturus with a written report of the development, manufacture and commercialization of the Licensed Product within [*****] days after the end of each calendar year, and shall promptly respond to Arcturus reasonable questions or requests for additional information relating to such activities.
Diligence Reporting. COMPANY shall provide M.I.T. with annual reports as described under this Agreement Article 5. In the event that M.I.T. determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill this obligation, then M.I.T. may treat such failure as a material breach in accordance with Section 12.3(b).
Diligence Reporting. Indivior shall use commercially reasonable efforts to Develop at least one Licensed Product and use commercially reasonable efforts to Commercialize at least one Licensed Product in the Territory. For purposes of the foregoing, commercially reasonable efforts means the commitment of efforts and resources by Indivior, consistent with those normally applied in the pharmaceutical industry by companies of similar size and with similar resources as Indivior with respect to a compound or product having similar regulatory factors and similar market potential, profit potential and strategic value, and that is at a similar stage in its development or product life cycle as the Licensed Compound or Licensed Product; provided that in no event shall commercially reasonable efforts require Indivior to take any actions that require Indivior to incur costs or liabilities out of proportion to the benefits under this Agreement. Indivior shall not be in breach of this Section 7.2 to the extent any failure or delay by Indivior in Developing or Commercializing any Licensed Product is the result of any action or omission by Aelis, including any delays or failure to provide Licensed Product as clinical trial material. Without limitation to the foregoing, Indivior’s Development and Commercialization activities shall include and be consistent with the obligations set forth in the Head License, subject to the Side Letter (as defined below). Following dismantlement of the JSC, Indivior shall submit its update of the Plans to Aelis in June and December of each year, and will offer to Aelis the ability to discuss the same by telephone or in person.
Diligence Reporting a. If Cempra exercises its Option, Cempra shall thereafter use Commercially Reasonable Efforts to pursue the Development and Commercialization of Products. The Parties agree that the efforts of Cempra’s Affiliates, Sublicensees, and contractors or consultants of Cempra, its Affiliates, or Sublicensees shall constitute the efforts of Cempra for purposes of satisfying Cempra’s obligations under this Section 4.3.a.
Diligence Reporting. Throughout the course of commercial development of Licensed Products by Aligos, its Affiliates and Sublicensees, Aligos shall provide Emory with reasonably detailed confidential periodic summary reports evidencing its efforts in, progress made, and future plans for, its development and commercialization of Licensed Products, on a Licensed Product-by-Licensed Product basis, with such reports to be provided no less frequently than [****] after the Effective Date. In addition, Aligos shall provide to Emory commercially reasonable evidence of Aligos having achieved each Milestone within [****] after the corresponding Milestone Date, each as set forth in the Development Plan. The Development Plan will initiate as of the date of transfer of Know-how under Section 2.6 of this Agreement. Should Aligos materially fail to achieve a Milestone by the relevant Milestone Date, Aligos shall, [****] after the Milestone Date, provide Emory with evidence that Aligos used Commercially Reasonable Efforts to achieve such Milestone, and of the existence of a reasonable, good-faith business or technical justification for such failure. Provided that Aligos has made such a showing, Emory and Aligos shall then negotiate in good faith to reasonably adjust the Milestone or Milestone Date to take into consideration the reason for such failure. Should Aligos and Emory be unable to reach agreement on such an adjustment, or agreement regarding whether any such adjustment is warranted, Aligos and Emory hereby agree to submit the matter to binding arbitration in accordance with the arbitration provisions set forth in Article 9 hereof, and the arbitrators shall determine (i) whether an adjustment of the Milestone or Milestone Date is warranted (which shall be determined in the affirmative if the arbitrators find that the reasons asserted by Aligos have been made in good faith, the evidence provided by Aligos is reasonable, and the reasons asserted reasonably justify the delay) based upon Aligos’ efforts as of the relevant Milestone Date and, if adjustment is warranted, (ii) what the adjusted Milestone or Milestone Date should be. An individual milestone can not be adjusted by arbitration more than one time. However, Aligos’s failure to achieve any Milestone by the Milestone Date for same, followed by Aligos’s failure to timely provide commercially reasonable evidence of the existence of a reasonable, good-faith business or technical justification for such failure, or followed by an arbitrat...
Diligence Reporting. Until ACHILLION or its Sublicensee has achieved a first commercial sale of a Licensed Product, a report shall be submitted at the end of every December following the Effective Date of this Agreement and will include a full written report describing ACHILLION’s or its sublicensee ‘s technical efforts towards meeting its obligations under the terms of this Agreement as set forth in this Article II.
Diligence Reporting. Apogee shall use Commercially Reasonable Efforts (i) to Develop and seek Regulatory Approval for at least one Product in the Field in the United States and at least one other Major Market Country and (ii) upon receipt of Regulatory Approval for a given Product in a given country, to commercialize such Product in such country, in each case ((i) or (ii)) either by itself or through its Affiliates or Sublicensees or its or their respective contractors. Additionally, on or before [***] of each year during the Term, Apogee shall deliver to Paragon a report summarizing its material development efforts with respect to any Licensed Antibodies, Derived Antibodies and Products, including preclinical and clinical activities, and achievement of any Milestones, during the preceding [***]. For the avoidance of doubt, if Apogee determines, in its sole discretion, that it is commercially unreasonable to pursue Commercialization of a Product in any country (other than the United States), it will not be considered a material breach of this Agreement to cease Development or Commercialization of such Product with respect to such country. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
Diligence Reporting. Apogee shall use Commercially Reasonable Efforts (i) to Develop and seek Regulatory Approval for at least one Product in the Field in the United States and at least one other Major Market Country and (ii) upon receipt of Regulatory Approval for a given Product in a given country, to commercialize such Product in such country, in each case ((i) or (ii)) either by itself or through its Affiliates or Sublicensees or its or their respective contractors. Additionally, on or before [***] of each year during the Term, Apogee shall deliver to Paragon a report summarizing its material development efforts with respect to any Licensed Antibodies, Derived Antibodies and Products, including preclinical and clinical activities, and achievement of any Milestones, during the preceding [***].
