Failure to Meet Diligence Obligations Sample Clauses

Failure to Meet Diligence Obligations. If Licensee fails to adhere to the diligence obligations set forth in this Article 6.0 (Diligence) or elsewhere in this Agreement, University may terminate this Agreement or, at University’s sole discretion, terminate the exclusivity of the license granted herein in accordance with the options for termination set forth in Article 11.0 of this Agreement.

Failure to Meet Diligence Obligations. If Calithera fails to meet its obligations under Section 6.1 or 6.2 in any material respect, then High Point shall notify Calithera of such failure and High Point shall have the right to terminate this Agreement pursuant to Section 12.3 (subject to the opportunity to cure as set forth therein) in the case of a breach under Section 6.1 or Section 6.2. Notwithstanding the foregoing, if such failure is due to causes that are beyond the reasonable control of Calithera, including due to regulatory action or delay, low patient enrollment, safety concerns, issues with chemistry, manufacturing and controls (CMC), force majeure, delays due to an institutional review board, scientific or legal reasons or delays caused by High Point, its Affiliates or a Third Party, notwithstanding Calithera’s good faith efforts to achieve those milestones, then, if Calithera promptly notifies High Point in writing of any such delay and the cause and anticipated duration thereof, Calithera not be deemed in default or breach of this Agreement and the deadlines for achieving those milestones will be deemed automatically extended by the time of the delay reasonably attributable to such applicable causes.

Failure to Meet Diligence Obligations. If Licensee fails to adhere to the diligence obligations set forth in Section 5 or Exhibit C, Alliance may terminate this Agreement or, at the sole discretion of Alliance, terminate the exclusivity of the license granted herein in accordance with the termination provisions set forth in Section 10 of this Agreement.

Failure to Meet Diligence Obligations. In the event that Histogenics has not fulfilled the required obligation of Section 4.1, then Angiotech shall be entitled, at its discretion, to treat any such failure as a material breach in accordance with Section 8.2(a) of this Agreement. ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Failure to Meet Diligence Obligations. If Licensee materially breaches the diligence obligations set forth in this Article 6.0 (Diligence) and does not remedy such failure upon written notice specifying such failure by University to Licensee within [***] or other longer reasonable time at University’s sole discretion, for Licensee to remedy such failure, University may terminate this Agreement or, at University’s sole discretion, terminate the exclusivity of the license granted herein in any case in accordance with the options for termination set forth in Section 11.2 of this Agreement. Notwithstanding the foregoing, Licensee may from time to time request to amend the Benchmarks in Appendix C prior to Licensee’s failure to meet any such Benchmarks. Accordingly, upon such written request by Licensee, University agrees to negotiate in good faith to extend the Benchmarks for a reasonable and appropriate period of time to be mutually agreed, if at all, by the parties at the time of such request if Licensee includes in its request for such an extension (a) a reasonable explanation for Licensee’s failure to achieve one or more Benchmarks by the applicable deadlines for achievement thereof set forth in Appendix C then currently in effect (which reasonable explanation will not include lack of finances of Licensee) and (b) a reasonable update to the Commercial Development Plan to continue to progress the development of the Licensed Products, including the dates on which Licensee believes, in its good faith judgement, that it will achieve the updated or amended Benchmarks that Licensee has not achieved to date. In such case of a mutually agreed extension, University shall not be entitled to terminate the Agreement or the exclusivity of the license granted herein unless Licensee materially fails to adhere to the extended Diligence Obligations according to the foregoing.

Failure to Meet Diligence Obligations. If University determines that Regulus has failed to use Commercially Reasonable Efforts to meet the diligence obligations set forth in Section 6.1, University may furnish Regulus with written notice of such determination. Within sixty (60) days after receipt of the notice, Regulus will either (a) fulfill the relevant obligation, or (b) negotiate with University a mutually acceptable resolution of such matter. In the event University and Regulus are unable to reach a mutually acceptable resolution, either party may, upon written notice to the other party, initiate arbitration pursuant to Section 6.3 below.

Failure to Meet Diligence Obligations. If ATL or a Sublicensee of ATL anticipates any difficulty in meeting its commercialization obligations under this Section including, without limitation, the milestones set forth in the IPP, ATL or its Sublicensee will provide ISIS with prompt notice thereof, in order that the parties may endeavor to work out an appropriate and acceptable resolution prior to pursuing other remedies hereunder.

Failure to Meet Diligence Obligations. If Cubist fails to meet its obligations under Section 4.8 or 5.1 in any material respect, then Dyax shall have, []*, the right to terminate this Agreement pursuant to Section 12.2(b).

Failure to Meet Diligence Obligations. If Licensee fails to adhere to the diligence obligations set forth in this Article 6.0 (Diligence) or elsewhere in this Agreement, Licensor may terminate this Agreement or, at Licensor’s sole discretion, terminate the exclusivity of the license granted herein in accordance with the options for termination set forth in Article 11.0 of this Agreement.

Failure to Meet Diligence Obligations. Huadong’s failure to meet its obligations in any material respect under Section 5.1 shall be considered a material breach that may entitle vTv to terminate this Agreement in accordance with Section 11.2.