DUE DILIGENCE REQUIREMENTS. 6.1 LICENSEE shall proceed diligently with the development of Licensed Products and Licensed Services and shall use its reasonable commercial efforts to bring Licensed Products and Licensed Services to market through a thorough, vigorous and diligent commercialization program, which shall include but not be limited to the development, marketing, promotion, distribution and sale of Licensed Products and Licensed Services
6.2 In partial satisfaction of the obligations of Paragraph 6.1 above, LICENSEE shall achieve the following events within the time frame set forth below: · Filing of IND or equivalent: 24 months from Effective Date · Initiation of Phase I clinical trials or equivalent: 36 months from Effective Date · Initiation of Phase II clinical trials or equivalent: 60 months from successful completion of Phase I · Initiation of Phase III clinical trials or equivalent: 84 months from successful completion of Phase II · Filing of NDA or equivalent: 96 months from successful completion of Phase III If LICENSEE fails to achieve any of the development events set forth in this Article 6, and LICENSOR so notifies LICENSEE in writing, LICENSEE and LICENSOR will negotiate in good faith to determine how LICENSEE can either remedy such failure or achieve alternate development events. If LICENSEE fails to make any required efforts, after they are so determined, and does not remedy that failure within sixty (60) days of written notice by LICENSOR, then LICENSOR may, by written notice to LICENSEE, terminate this License or convert it to non-exclusive, at LICENSOR’S sole discretion.
6.3 It is acknowledged by the parties that development can be delayed by unforeseen and unusual consequences neither caused by nor under the control of LICENSEE. Should such delays cause LICENSEE to fail to complete any development event within the allotted time, the periods allotted may be extended by mutual agreement, following sufficient documentation of such delays by LICENSEE.
DUE DILIGENCE REQUIREMENTS. 4.01 OREXIGEN shall use commercially reasonable efforts to bring LICENSED PRODUCTS to market through a thorough, vigorous and diligent program for exploitation of the DUKE PATENT RIGHTS and OREXIGEN PATENT RIGHTS, and to continue active, diligent marketing efforts for LICENSED PRODUCTS throughout the life of this AGREEMENT. The development and commercialization schedule set forth on attached APPENDIX C (hereinafter “COMMERCIALIZATION SCHEDULE”) is hereby agreed upon as a reasonable one to be followed. Variations from the schedule set forth in the COMMERCIALIZATION SCHEDULE must be expressly approved by DUKE in writing, such approval not to be unreasonably withheld. OREXIGEN may extend the targets through the payment to DUKE of a MAINTENANCE FEE of [***] [***] dollars ($[***]) for each year OREXIGEN desires to extend such targets (not to exceed a total extension period of [***] ([***]) years for any one such target), provided that each MAINTENANCE FEE payment is received by DUKE at least than [***] ([***]) days prior to the then applicable target date. However, if any of the targets set forth in the COMMERCIALIZATION SCHEDULE are not reached within the stated time periods set out in APPENDIX C, or within those amended periods of time approved in writing by Duke, and such targets are not extended by the payment of a MAINTENANCE FEE, then DUKE may, at its sole discretion, convert the exclusive licenses granted hereunder to non-exclusive licenses and DUKE may in its sole discretion require OREXIGEN (and/or its assignee(s), as the case may be) to assign to DUKE any SUBLICENSES for which exclusive rights have previously been granted and, in the event of such assignment(s), OREXIGEN’s rights under this AGREEMENT to such rights sublicensed exclusively to under the subject SUBLICENSES shall terminate as of the effective date of the appertaining assignment(s) to DUKE. For any rights that OREXIGEN may be permitted to retain, LICENSEE will still be responsible to DUKE for any royalty payments and payments with respect to non-royalty income.
4.02 During the term of this AGREEMENT, OREXIGEN will submit [***] progress reports to DUKE as set forth in Section 5.02. DUKE shall have the right to request [***] ([***]) [***] to discuss such information with representatives of OREXIGEN at mutually acceptable times and places. It is agreed that should any of [***] personnel be required by [***] to consult with [***] outside of [***], [***] will reimburse reasonable travel and li...
DUE DILIGENCE REQUIREMENTS. 4.01 COMPANY shall use reasonable best efforts to bring LICENSED PRODUCTS and/or LICENSED SERVICES to market through a thorough, vigorous and diligent program for exploitation of the DUKE PATENT RIGHTS, (including, but not limited to, vigorous and diligent pursuit of any required governmental approvals) and to continue active, diligent marketing efforts for LICENSED PRODUCTS and/or LICENSED SERVICES throughout the life of this AGREEMENT.
4.02 Intentionally deleted.
4.03 During the term of this AGREEMENT, COMPANY will submit annual progress reports to DUKE as set forth in Section 5.02. DUKE shall have the right to request one (1) meeting per year to discuss such information with representatives of COMPANY at mutually acceptable times and places It is agreed that should any of DUKE’s personnel be required by COMPANY to consult with COMPANY outside of Durham, North Carolina (in their respective capacities as DUKE personnel), COMPANY shall reimburse reasonable travel and living expenses incident thereto.
DUE DILIGENCE REQUIREMENTS. 6.01 - MERIX shall use reasonable commercial diligence in performing research and development to bring LICENSED PRODUCTS to market through a thorough, vigorous, and diligent program for exploitation of the PATENT RIGHTS, to develop manufacturing capabilities, and to continue active, diligent marketing efforts for LICENSED PRODUCTS throughout the term of this AGREEMENT, and to vigorously sublicense PATENT RIGHTS for applications MERIX will not pursue throughout the life of this AGREEMENT.
6.02 In addition, MERIX shall raise at least ONE MILLION DOLLARS [$1,000,000] in equity investment prior to or within three months of the EFFECTIVE DATE of this AGREEMENT.
6.03 DUKE may terminate this AGREEMENT or convert this AGREEMENT to a non-exclusive AGREEMENT if MERIX fails to meet any of the commercialization milestones set forth in Article 6.01 or 6.02 and MERIX has failed to cure such failure within [**] days after receiving written notice from DUKE of such failure.
DUE DILIGENCE REQUIREMENTS. 6.01 - MERIX shall use reasonable commercial diligence in performing research and development to bring LICENSED PRODUCTS to market through a thorough, vigorous, and diligent program for exploitation of the PATENT RIGHTS, to develop manufacturing capabilities, and to continue active, diligent marketing efforts for LICENSED PRODUCTS throughout the term of this AGREEMENT, and to vigorously sublicense PATENT RIGHTS for applications MERIX will not pursue throughout the life of this AGREEMENT.
6.02 - [To Be Negotiated]
DUE DILIGENCE REQUIREMENTS. 7.01 LICENSEE shall use its best efforts to bring LICENSED PRODUCTS to market through a thorough, vigorous and diligent program for exploitation of the PATENT RIGHTS, to develop manufacturing capabilities itself or through third parties, and to continue active, diligent marketing efforts for LICENSED PRODUCTS, including a vigorous sublicensing program to effect commercialization of LICENSED PRODUCTS in any field that the LICENSEE decides not to exploit on its own, throughout the life of this Agreement.
7.02 LICENSEE and LICENSOR agree to negotiate in good faith a mutually acceptable and commercially reasonable schedule for developing LICENSED PRODUCTS. Such negotiations shall begin no later than three [3] months following the termination of the RESEARCH PROGRAM. This schedule will be used to determine if LICENSOR is showing due diligence in developing LICENSED PRODUCTS.
7.03 LICENSOR may or convert this Agreement to a non-exclusive Agreement in a particular field of interest if LICENSEE fails materially to meet any of the mutually agreed commercialization milestones with respect to such field of interest established through the negotiations specified in Articles 7.02 herein.
DUE DILIGENCE REQUIREMENTS. 4.01 As of the Effective Date, Licensee’s research and development and its former sublicensee’s commercialization of Licensed Products have satisfied Licensee’s due diligence obligations. Licensee and/or its licensed Affiliates must continue to use its best reasonable efforts to bring Licensed Products and/or Licensed Services to market through a thorough, vigorous and diligent program for exploitation of the Patent Rights, to develop or contract manufacturing capabilities, and to continue active, diligent marketing efforts for Licensed Products and/or Licensed Services throughout the term of this Agreement. The parties agree that the Development and Commercialization Schedule established in attached Appendix C is reasonable. Variations from Appendix C must be expressly approved by NCSU in writing, such approval not to be unreasonably withheld.
4.02 NCSU may terminate this Agreement in accordance with Article 10 if Licensee fails to meet any of the Development/Commercialization milestones set forth in Appendix C unless such variations are expressly approved by NCSU in writing. Should Licensee anticipate not meeting any such Development/Commercialization milestone, it may outline the reasons for this delay in writing to NCSU prior to the deadline and request a reasonable extension of time. NCSU shall reasonably consider any such request from Licensee.
DUE DILIGENCE REQUIREMENTS. 4.01 No multiple royalties on NET SALES shall be payable to DANTE on a single LICENSED PRODUCT because its manufacture, use, lease, sale or practice are or shall be covered by more than one of the PATENT RIGHTS and/or OREXIGEN PATENT RIGHTS.
4.02 OREXIGEN shall use commercially reasonable efforts to bring LICENSED PRODUCTS to market through a thorough, vigorous and diligent program for exploitation of the PATENT RIGHTS and OREXIGEN PATENT RIGHTS, and to continue active, diligent marketing efforts for LICENSED PRODUCTS throughout the life of this AGREEMENT.
4.03 During the term of this AGREEMENT, OREXIGEN will submit [***] progress reports to DANTE as set forth in Section 5.02. DANTE shall have the right to request [***] ([***]) [***] to discuss such information with representatives of OREXIGEN at OREXIGEN’S offices. As part of exercising such commercially reasonable efforts, OREXIGEN will consider filing an NDA for LICENSED PRODUCTS, provided that such a filing is appropriate, given the medical effectiveness of the particular LICENSED PRODUCT, the market opportunity therefor, competitive conditions, time to approval, cost of conducting reasonably anticipatory clinical trials and other commercially reasonable factors.
DUE DILIGENCE REQUIREMENTS. 4.01 Licensee must use its best efforts to bring Licensed Products and/or Licensed Services to market through a thorough, vigorous and diligent program for exploitation of the Patent Rights, to develop manufacturing capabilities, and to continue active, diligent marketing efforts for Licensed Products and/or Licensed Services throughout the term of this Agreement. The parties agree that the Development and Commercialization Schedule established in attached Appendix C is reasonable. Variations from Appendix C must be expressly approved by NCSU in writing, such approval not to be unreasonably withheld.
DUE DILIGENCE REQUIREMENTS. Xxxxxx Xxx has the right to perform due diligence activities related to Eligible Advances and Periodic Early Reimbursement Amounts prior to the Closing Date and at any such time thereafter (“Due Diligence”). Promptly upon Xxxxxx Mae's (or its agent's) request, the Servicer is required to provide reasonable access to Servicer's system's and personnel, books and records whether stored in tangible or electronic form. Failure of the Servicer to provide such access will constitute a material Due Diligence issue and a Stop Event. Servicer shall bear all reasonable costs and expenses of Xxxxxx Xxx associated with any Due Diligence, including without limitation third-party vendor fees. In the event non-material issues are discovered during the Due Diligence process, the Servicer will be notified in writing by Xxxxxx Mae or its agent and will have a reasonable amount of time to cure such issues. However, failure to cure will constitute a material Due Diligence event.
