Failure to Achieve Development Objectives Sample Clauses

Failure to Achieve Development Objectives. With respect to only those programs ([***]) of TDTx or its Affiliates that TDTx intends to apply towards meeting its Minimum Potential Revenue Stream obligations as stated under Section 6.3, and for each program of a Sublicensee, the following provisions of this Section 6.1.4 shall apply to TDTx (or its Affiliate or Sublicensee as applicable). In the event that, despite the use of Commercially Reasonable Efforts, TDTx becomes aware that, due to any relevant scientific, regulatory, safety, development, or commercial circumstances beyond the reasonable control of TDTx or any of its Affiliates or Sublicensees, as applicable, (a) any of the development or regulatory or commercial launch milestone dates set forth in Section 6.1.2 will not be achieved or (b) any [***] will not be achieved, or (c) it will be unable to [***], then TDTx will notify Licensors in writing via the JSC in advance of such failure to achieve the expected development or regulatory or commercial launch milestone dates, and the Parties will confer in good faith via the JSC to discuss a revised General Development Plan that is reasonably acceptable to TDTx and Licensors and mitigates or otherwise takes into account such circumstances to the extent reasonably feasible in view of [***]. For the avoidance of doubt, [***]. Licensors shall notify TDTx via the JSC of any objections to any revised General Development Plan within [***] after submission by TDTx to the JSC, failing which such General Development Plan shall be deemed approved by Licensors. In the event that Licensors provide TDTx with timely notice via the JSC of its objection to any revised General Development Plan and, following at least [***] of good faith discussions and efforts to reach agreement on a revised General Development Plan, the Parties cannot agree on a reasonably acceptable revision or other remedy, then Licensors may request that TDTx provide further evidence of its Commercially Reasonable Efforts to achieve the relevant milestone set forth above. If, and only if, after reviewing such further information requested and provided, Licensors make a determination that TDTx has failed to demonstrate that it has used Commercially Reasonable Efforts to meet its diligence obligations as stated under this Article 6 for any Licensed Product, Licensors shall notify TDTx of such determination in writing and may treat such failure to meet its diligence obligations as a material breach of this Agreement. Any such allegation of breach...
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Related to Failure to Achieve Development Objectives

  • Agreement Objectives (a) The fundamental objective that the Parties have in creating the Agreement is to produce an agreed industrial relations framework that encourages achievement of the following goals on the Project. (1) A safe and healthy Project Site environment where everyone works towards achieving the health and safety management philosophy of an injury and incident free Project; (2) A Project where everyone has the opportunity to perform their best work and achieve a sense of personal satisfaction by the time they complete their work assignment; (3) A Project where all participants' efforts and best work translate into a high quality result for the Project; (4) A Project where all participants work toward the common goal of completing the construction work on the Project within the defined schedule and budget; (5) A Project where leaders focus on understanding and dealing with people issues; (6) A Project where all participants listen to others point of view and act to amicably resolve any differences of opinion that may occur from time to time without ever resorting to unreasonable or unlawful means to achieve the result they wish to achieve; (7) A Project where, by all the participants acting in a considerate and respectful manner, positive relations with the local community they are performing the construction work in are maintained. (b) The Employer is accountable to: (1) Provide the management resource and support needed to achieve an injury and incident free Project; (2) Encourage its leaders to focus on issues raised by any member of their team; (3) Ensure its leaders act to address appropriately and in a timely manner, any concern raised by any member of their team; (4) Act at all times with fairness, honesty and in a trustworthy manner, responding to issues or concerns raised in a timely manner; (5) Recognise the talents and capabilities of their Employees and encourage excellence in construction execution. (c) Each Employee is accountable to: (1) Establish and maintain a safe and healthy work area, ensure safe and healthy work practices are followed at all times and within their duty of care, take responsibility for their personal safety and the safety of other Employees; (2) Comply with Project environmental health and safety regulations, procedures and practices; (3) Participate in and comply with the Project’s cultural and environmental processes; (4) Ensure their personal fitness for work on each day they are scheduled to work; (5) In all of their dealings with other Employees and their Employer, act with fairness and respect; (6) Work towards both the Project and their team’s goals to the full extent of their personal capacity; and (7) Raise any personal concern/issue directly with their immediate team leader/supervisor thereby providing the Employer with an opportunity to resolve/assist the concern/issue. If the team leader/supervisor is not available, then raise the matter with a more senior Employer leader.

  • Program Objectives Implement a rigorous constructability program following The University of Texas System, Office of Facilities Planning and Construction Constructability Manual. Identify and document project cost and schedule savings (targeted costs are 5% of construction costs). Clarification of project goals, objectives.

  • Goals & Objectives The purpose of this Agreement is to ensure that the proper elements and commitments are in place to provide consistent IT service support and delivery to the Customer by Centre. The goal of this Agreement is to obtain mutual agreement for IT service provision between Centre and Customer. The objectives of this Agreement are to:  Provide clear reference to service ownership, accountability, roles and/or responsibilities.  Present a clear, concise and measurable description of service provision to the Customer.  Match perceptions of expected service provision with actual service support & delivery.

  • Performance Measure Grantee will adhere to the performance measures requirements documented in

  • Goal The goals of the Department’s grants are to: 1. Reduce delinquency, increase offender accountability, and rehabilitate juvenile offenders through a comprehensive, coordinated, community-based juvenile probation system;

  • Performance Targets Threshold, target and maximum performance levels for each performance measure of the performance period are contained in Appendix B.

  • PERFORMANCE OBJECTIVES 4.1 The Performance Plan (Annexure A) sets out- 4.1.1 the performance objectives and targets that must be met by the Employee; and 4.1.2 the time frames within which those performance objectives and targets must be met. 4.2 The performance objectives and targets reflected in Annexure A are set by the Employer in consultation with the Employee and based on the Integrated Development Plan, Service Delivery and Budget Implementation Plan (SDBIP) and the Budget of the Employer, and shall include key objectives; key performance indicators; target dates and weightings. 4.2.1 The key objectives describe the main tasks that need to be done. 4.2.2 The key performance indicators provide the details of the evidence that must be provided to show that a key objective has been achieved. 4.2.3 The target dates describe the timeframe in which the work must be achieved. 4.2.4 The weightings show the relative importance of the key objectives to each other. 4.3 The Employee’s performance will, in addition, be measured in terms of contributions to the goals and strategies set out in the Employer’s Integrated Development Plan.

  • Goals Goals define availability, performance and other objectives of Service provisioning and delivery. Goals do not include remedies and failure to meet any Service Goal does not entitle Customer to a Service credit.

  • Commercial Milestones (a) Within [*****] calendar days after the end of the first Calendar Year in which aggregate annual Net Sales for that Calendar Year for the Licensed Product in the Territory reach any threshold indicated in the Commercial Milestone Events listed below, EverInsight shall notify VistaGen of the achievement of such Commercial Milestone Event and VistaGen shall invoice EverInsight for the corresponding non-refundable, non-creditable Milestone Payment set forth below and EverInsight shall remit payment to VistaGen within [*****] Business Days after the receipt of the invoice, as described in Section 8.6 (Currency; Exchange Rate; Payments). Annual Net Sales Milestones for Licensed Product Milestone Payments (in Dollars) (each a “Commercial Milestone Event”): (1). [*****] (2). [*****] (3). [*****] (4). [*****] (5). [*****] (b) For the purposes of determining whether a Net Sales Milestone Event has been achieved, Net Sales of Licensed Product(s) in the Territory shall be aggregated. For clarity, the annual Net Sales Milestone Payments set forth in this Section 8.3 (Commercial Milestones) shall be payable only once, upon the first achievement of the applicable Commercial Milestone Event, regardless of how many times such Commercial Milestone Event is achieved. (c) If a Commercial Milestone Event in Section 8.3 (Commercial Milestones) is achieved and payment with respect to any previous Commercial Milestone Event in Section 8.3 has not been made, then such previous Commercial Milestone Event shall be deemed achieved and EverInsight shall notify VistaGen within fifteen (15) calendar days of such achievement. VistaGen shall then invoice EverInsight for such unpaid previous Commercial Milestone Event(s) and EverInsight shall pay VistaGen such unpaid previous milestone payment(s) within thirty (30) Business Days of receipt of such invoice. (d) In the event that, VistaGen believes any Commercial Milestone Event under Section 8.3(a) has occurred but EverInsight has not given VistaGen the notice of the achievement of such Commercial Milestone Event, it shall so notify EverInsight in writing and shall provide to EverInsight data, documentation or other information that supports its belief. Any dispute under this Section 8.3(d) (Commercial Milestones - subsection (d)) that relates to whether or not a Commercial Milestone Event has occurred shall be referred to the JSC to be resolved in accordance with ARTICLE 3 (Governance) and shall be subject to resolution in accordance with Section 14.10 (Dispute Resolution). The Milestone Payments made for each Commercial Milestone Event shall be non-creditable and non-refundable.

  • Project Objectives 1.1 (Type the Project objectives)

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