DUTY OF DILIGENCE. Licensee shall exercise reasonable diligence to affect the introduction of Licensed Products into the commercial market. Licensee further agrees to ensure proper, safe, fair, lawful and reasonable development and exploitation of the commercial market for Licensed Products. Failure of Licensee to materially comply with the provisions of this paragraph shall be considered a material breach of this Agreement.
DUTY OF DILIGENCE. The language of Section XII of the Agreement notwithstanding, the parties agree to modify the terms and conditions of LICENSEE's duty of diligence as follows: LICENSEE's obligation to pursue introduction of transgenic Licensed Products has been satisfied by providing unrestricted research support to Cornell University of [*] for the period May 1998 through April 1999. RESEARCH SUPPORT LICENSEE agrees to provide one year of research support to Cornell University of an amount not less than [*] beginning in May of 1998. Such money shall not be creditable against future royalties. However, any such research support beyond the [*] paid from 1 May 1998 through 30 April 1999 may be credited against future royalty owed by LICENSEE as described hereinabove.
DUTY OF DILIGENCE. LICENSEE shall exercise reasonable due diligence to affect the introduction of Licensed Products into the commercial market as soon as practical. LICENSEE agrees to develop and exploit Licensed Products with reasonable diligence by manufacture and sale of Licensed Products for the duration of the term of this Agreement. LICENSEE further agrees to maintain quality control over Licensed Products and generally attend to proper, safe, fair, lawful and reasonable development and exploitation of the market for Licensed Products. Failure of LICENSEE to materially comply with the provisions of this Paragraph shall be considered a material breach of this Agreement. LICENSEE's reasonable due diligence obligations shall include the expressed pursuit to affect introduction of Licensed Products into the field of transgenic organisms. In order for LICENSEE to retain the exclusive license in the field of transgenic organisms, LICENSEE must accomplish one of the following within [*] of the Effective Date: [*] [*] [*] In the event LICENSEE fails to accomplish at least one of the alternatives described above, FOUNDATION may, at its sole discretion, convert this Agreement to a field-of-use exclusive license which shall wholly rescind LICENSEE's rights to make, use and sell Licensed Products in the field of transgenic organisms. Alternatively, in the event LICENSEE fails to accomplish at least one of the alternatives described above, FOUNDATION may, at its sole discretion, convert this Agreement to a non-exclusive or semi-exclusive license in the field of transgenic organisms. In the event of such conversion from exclusive to said field-of-use exclusive or non-exclusive or semi-exclusive license, FOUNDATION shall be free to license others in the field of transgenic organisms.
DUTY OF DILIGENCE. LICENSEE shall exercise due diligence to effect the introduction of Licensed Product(s) within each Technology group into the commercial market as soon as practical. FOUNDATION acknowledges that the licensees of The Prior Agreements have exercised due diligence under each of The Prior Agreements. LICENSEE agrees to develop and exploit Licensed Product for the duration of the term of this Agreement, or alternatively by the use of sublicensing. LICENSEE further agrees to maintain quality control over Licensed Products and generally attend to proper, safe, fair, lawful and reasonable development and exploitation of the market for Licensed Products. Sublicensees, if any will be held to the same standards as LICENSEE. At the end of each licensee year, LICENSEE will provide a report on the progress toward commercialization made within each Technology group and a projection of efforts to be made in the coming year. FOUNDATION'S determination of a lack of due diligence must be made in good faith and the written notice must specifically state why FOUNDATION believes LICENSEE has not exercised due diligence. LICENSEE shall have six (6) months after written notice to exercise due diligence in the relevant Technology. After the six (6) month period should the FOUNDATION in good faith using reasonable standards determine that due diligence has not been exercised by LICENSEE in the relevant technology, FOUNDATION can upon written notice to LICENSEE convert LICENSEE'S exclusive license to the Licensed Patents and Applications in the relevant Technology to a non-exclusive license. Failure to exercise due diligence in one Technology shall not adversely effect LICENSEE'S exclusive rights in another Technology under this Agreement.
DUTY OF DILIGENCE. Upon execution of this MOU, the Land Trust shall commence and diligently pursue to complete performance of the conditions in the above- referenced Paragraph 2.
DUTY OF DILIGENCE. 9.1 LICENSEE shall use its reasonable efforts to effect the introduction of Licensed Product(s) into the commercial market as soon as practicable consistent with sound and reasonable business practices. Upon and after such introduction and consistent with sound and reasonable business practices, LICENSEE agrees to continue to use its reasonable efforts to maximize commercial sales of Licensed Products for the duration of the term of this Agreement. LICENSEE further agrees to use reasonable best efforts to maintain quality control over Licensed Products and generally attend to proper, safe, fair and lawful development and exploitation of the market for Licensed Products. The foregoing diligence requirements may be satisfied by LICENSEE or its sublicensees. INFRINGEMENT OF LICENSED PATENT RIGHTS BY THIRD PARTIES -------------------------------------------------------
DUTY OF DILIGENCE. (1) Party B shall provide written confirmation opinions on the Company’s periodic reports to ensure that the information disclosed by the Company is true, accurate and complete;
DUTY OF DILIGENCE. The Managers shall perform their obligations with the loyalty and diligence of a good businessman. Such obligation to act with loyalty and diligence shall not be construed as an obligation of the Managers to warrant to the Company that any income or positive results will be obtained. In such regard, it is made clear that the preferential assignment obligation shall be an obligation related to the means used (“obligación de medios”) and that in no case shall the Managers be deemed to warrant or ensure the achievement of any results whatsoever.
DUTY OF DILIGENCE. LICENSEE shall exercise commercially reasonable due diligence to effect the introduction of Licensed Product(s) into the commercial market as soon as practical. LICENSEE agrees to develop and exploit Licensed Products with commercially reasonable diligence by development, manufacture and sale of Licensed Products for the duration of the term of this Agreement. LICENSEE further agrees to maintain commercially reasonable quality control over Licensed Products and generally attend to proper, safe, fair, lawful and reasonable development and exploitation of the market for Licensed Products. Upon written request of FOUNDATION, LICENSEE agrees to submit to FOUNDATION within thirty (30) days a written report of progress made against its goals for exploitation of the market and its plans and objectives for future progress. Failure of LICENSEE to comply with the provisions of this Duty of Diligence section shall be considered a material breach of this Agreement.
DUTY OF DILIGENCE. LICENSEE shall exercise reasonable due diligence to affect the introduction of Licensed Products into the commercial market as soon as practical. LICENSEE agrees to develop and exploit Licensed Products with reasonable diligence by marketing and sales of Licensed Products for the duration of the term of this Agreement. LICENSEE further agrees to maintain quality control over Licensed Products.
