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Failure to Use Diligence Sample Clauses

Failure to Use Diligence. If CENTOCOR, an Affiliate or Sublicensee is not expending Commercially Reasonable Efforts to diligently pursue, in accordance with Section 3.7(b), the development of at least one Licensed Therapeutic Antibody Product with respect to each license granted to CENTOCOR under Section 3.3(a) hereof, then MORPHOSYS shall have the right to terminate such license. However, MORPHOSYS shall only have the right to terminate the applicable Section 3.3(a) license with respect to which MORPHOSYS asserts that at least one Licensed Therapeutic Antibody Product is not being diligently pursued in accordance with Section 3.7(b) and (i) CENTOCOR is given a […***…] prior written notice by MORPHOSYS of MORPHOSYS’ intent to terminate, stating the reasons and justification for such termination as CENTOCOR failing to expend Commercially Reasonable Efforts in accordance with Section 3.7(b), and (ii) CENTOCOR has not taken good faith commercially reasonable steps during such […***…] to expend Commercially Reasonable Efforts in accordance with Section 3.7(b), for at least one Licensed Therapeutic Antibody Product covered by such Section 3.3(a) license. In accordance with the foregoing, this Section 9.3 shall not apply CONFIDENTIAL to any Licensed Products other than Licensed Therapeutic Antibody Products.
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Failure to Use Diligence. If ONCOMED or a Sublicensee is not diligently pursuing, in accordance with Section 4.8, the development and commercialization of [***] Licensed Therapeutic Product with respect to each Commercial Therapeutic License granted to ONCOMED, then MORPHOSYS shall have the right to terminate such Commercial Therapeutic License under the terms and conditions of this Agreement. MORPHOSYS shall only have the right to terminate the applicable Commercial Therapeutic License [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. with respect to which MORPHOSYS asserts that [***] in accordance with Section 4.8. Furthermore, MORPHOSYS shall not have the right to terminate the applicable Commercial Therapeutic License unless: (i) ONCOMED is given a [***] prior written notice by MORPHOSYS of MORPHOSYS’ intent to terminate, stating the reasons and justification for such termination, and recommending steps which ONCOMED should take in such development, and (ii) ONCOMED has not [***] development and commercialization, in accordance with Section 4.8, of [***]
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Failure to Use Diligence. Any failure by Lilly to satisfy its obligations to use Commercially Reasonable Efforts hereunder with respect to Development or Commercialization of Products in any Major Market shall entitle Amylin to give Lilly notice of such alleged failure to meet its diligence obligations, requiring Lilly to begin using its Commercially Reasonable Efforts with respect thereto in accordance with this Section 9.6, and stating Amylin's intention to terminate Lilly's licenses under Sections 9.1(a), 9.5, and 10.1(a) in such Major Market if Lilly does not begin using such Commercially Reasonable Efforts. Within thirty (30) days following Lilly's receipt of any such notice from Amylin, Lilly shall provide Amylin with a written response specifying, in reasonable detail, how it has begun to use Commercially Reasonable Efforts in such Major Market. If Lilly does not provide such written response and begin using its Commercially Reasonable Efforts in accordance therewith within thirty (30) days after the receipt of such notice, then, effective upon the expiration of such thirty (30) day period, Amylin shall have the right to terminate the licenses granted to Lilly under Sections 9.1(a), 9.5 and 10.1 (a) in such Major Market upon written notice to Lilly; provided, however, that in the event of a dispute between the Parties with respect to whether Lilly is using its Commercially Reasonable Efforts, such dispute shall be resolved in accordance with Article 13. In addition, in the event that Lilly determines not to pursue further Development or Commercialization of Products in any Major Market, then Lilly shall provide the JSC with a detailed statement of the reason therefore. If the JSC fails to agree upon the appropriate course of action, the matter may be submitted to Chief Executive Officer of Amylin and a member of the Lilly Policy Committee. If they are unable to agree, Lilly shall be entitled to make the final decision, unless Amylin can demonstrate that Lilly's actions constitute a failure to use Commercially Reasonable Efforts with respect to such Major Market. If Lilly is determined not to have used its Commercially Reasonable Efforts either before or after Product Launch, then Amylin shall have the right to terminate, the licenses granted to Lilly under Sections 9.1(a), 9.5 and 10.1(a) with respect to such Major Market upon written notice to Lilly. Upon any such termination, Lilly shall, and it hereby does, grant to Amylin an exclusive (even as to Lilly), irrevocable, per...
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Failure to Use Diligence 
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Related to Failure to Use Diligence

  • Breach by Authorized User An Authorized User’s breach shall not be deemed a breach of the Centralized Contract; rather, it shall be deemed a breach of the Authorized User’s performance under the terms and conditions of the Centralized Contract.

  • License to Use You are authorized to use the Software on one (1) single computer only. You may not use the Software on any other machines other than the said single computer.

  • License for Txdot Logo Use DocuSign Envelope ID: A2C96816-AFCF-4B6A-9B51-D8FCE6C6223E DocuSign Envelope ID: 81600B2C-53E9-4E39-BA73-002AB2A7A001

  • Customer Materials Subject to Section 4(a), all right, title and interest (including all Intellectual Property Rights) in and to the Customer Materials are owned by Customer or Customer’s suppliers.

  • Grant of License to Use Intellectual Property For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

  • Updated Information Submission by Interconnection Customer The updated information submission by the Interconnection Customer, including manufacturer information, shall occur no later than one hundred eighty (180) Calendar Days prior to the Trial Operation. The Interconnection Customer shall submit a completed copy of the Electric Generating Unit data requirements contained in Appendix 1 to the LGIP. It shall also include any additional information provided to the Participating TO and the CAISO for the Interconnection Studies. Information in this submission shall be the most current Electric Generating Unit design or expected performance data. Information submitted for stability models shall be compatible with the Participating TO and CAISO standard models. If there is no compatible model, the Interconnection Customer will work with a consultant mutually agreed to by the Parties to develop and supply a standard model and associated information.

  • WARRANTY OF CONTRACTOR’S ABILITY TO PERFORM The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor’s ability to satisfy its Contract obligations. The Contractor warrants that neither it nor any affiliate is currently on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Department in writing if its ability to perform is compromised in any manner during the term of the Contract. Contractor’s candidates shall complete this Resume Self-Certification Form. Completed Resume Self-Certification Forms shall be submitted within the Contractor’s response to Customer’s requests for quote. “I the undersigned do hereby certify, under the penalty of perjury, that information in my resume submitted for consideration of the State of Florida contract position is true, correct, complete, and made in good faith to the best of my knowledge and belief. If an omission, falsification, misstatement, or misrepresentation has been made regarding my education, work ability, experience, employment history, and/or fitness for employment as a contractor, I may be disqualified as a contractor, and the matter will be reported to appropriate agency or law enforcement personnel. I understand that there may be civil and/or criminal penalties for misrepresenting pertinent information in connection with contract positions, including, but not limited to, penalties available under sections 287.133 or 817.566, Florida Statutes. I further understand that if I am not a United States citizen, violation cases may be reported to the US Department of Homeland Security for potential deportation.” “In addition, I the undersigned do hereby consent to the release of my information by employers, educational institutions, law enforcement agencies, and other individuals and organizations to investigators and other authorized agents of Florida for verification and investigation purposes. I understand that any documents submitted to procure a contract(s) with the State of Florida, including resumes, are public records.” Print Full Legal Name of Candidate Candidate’s Signature Date Candidate’s Form of Identification Presented Identification number Contractor’s Witness Signature One Date Contractor’s Witness Signature Two Date Print Name Contractor’s Witness One Print Name Contractor’s Witness Two Customers shall complete this Contractor Selection Justification Form for each candidate selected and attach all completed forms to the purchase order. Date: Contractor’s Name: Contractor’s Contact Information: Candidate’s Name: Address: _ Phone: _ Email: Date Candidate will be available: _ Hourly rate of candidate: $ Position candidate recommended for: _ Justification for selection of candidate: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Agency: Division/Section/Unit: _ Printed Name: _ Title: _ Signature _ Date: Contractor's Name: Quarter: Purchase Order (PO) Number: PO Total $ Amount: PO Starting Date Ending Date Please review the attached Rating Definitions and provide your opinion by rating the following: 1. Effectiveness performing tasks 2. Quality & completeness of work 3 ❒ 3 ❒ 2 ❒ 2 ❒ 1 ❒ 1 ❒

  • Right to Use City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

  • Completion of Due Diligence Each Purchaser shall have completed its legal, business and financial due diligence of the Company to its full satisfaction and shall be fully satisfied with the results thereof.

  • Authority to Use Attachment B of each Approved Service Order will state whether or not the Consultant can use subconsultants to provide any part of the Work. If Attachment B does not authorize the Consultant to use subconsultants, then the Director’s prior written approval is required for the Consultant to use a subconsultant to perform any part of the Work.

Most Referenced Clauses

Most Referenced Definitions