General Diligence. Licensee will use Commercially Reasonable Efforts to actively develop, obtain Regulatory Approval and commercialize at least one Licensed Product in each Indication within the Field of Use.
General Diligence. Except to the extent a Licensor receives a license from Regulus pursuant to this Agreement to Develop, Manufacture and Commercialize xxXXX Therapeutics, Regulus will use Commercially Reasonable Efforts to Develop, and Commercialize xxXXX Compounds and xxXXX Therapeutics in the Field.
General Diligence. Following the Effective Date, as between the Parties, Tarsus, at its expense, shall be responsible for conducting (or causing its Affiliates or sublicensees to conduct) the development and commercialization of the Licensed Products in the Field in the Territory. Tarsus shall use Commercially Reasonable Efforts to develop the Licensed Products and seek and obtain Regulatory Approval for Licensed Products in the Field in the Territory. A summary of the currently intended development activities is attached as Exhibit B. Elanco’s sole and exclusive remedy for Tarsus’s breach of the foregoing sentence is termination of this Agreement pursuant Section 11.2.
General Diligence. Adapt shall use Commercially Reasonable Efforts to complete the activities associated with the Development of the initial Product for the United States that are contemplated by the Development Plan then in effect (other than any such activities to be undertaken by Lightlake). Adapt shall, and shall cause its Affiliates to, comply with all Applicable Law with respect to Products.
General Diligence. 5.1 The Licensee shall use Diligent Efforts to develop and commercialise Licensed Products throughout the Territory (including obtaining all and any regulatory approvals which may be required to market and sell the Licensed Products) and to maximise sales for the benefit of both Parties.
General Diligence. The Licensee shall be exclusively responsible for the technical and commercial development and manufacture of Licensed Products and shall use Diligent and Reasonable Efforts to develop and commercially exploit Licensed Products to the maximum extent in the Field and throughout the Territory.
General Diligence. Licensee, following execution of this Agreement, will use Commercially Reasonable Efforts to proceed with the development, manufacture and Sale of Licensed Products [***] in the Territory. Without limiting the following, unless otherwise agreed by the Parties in a writing that specifically references these obligations, Licensee shall:
(a) [***];
(b) [***]; and
(c) [***]; provided that, if Licensee’s failure to meet the applicable diligence obligation under Section 5.1(b) to Section 5.1(c) is the result of (i) Institute’s failure to perform its obligations in accordance with (A) the Research Agreement and the Development Plan (including any timelines set forth therein), or (B) any Manufacturing Agreement entered into by the Parties, or (ii) additional development activities (including any changes to manufacturing process or activities) required by the FDA in order to obtain regulatory approval for a Licensed Product, then in each case the target timeframe to meet the diligence requirements set forth in Section 5.1(b) to Section 5.1(c), as applicable, shall be [***], to complete the required activities. The Parties agree and acknowledge that Licensee has met its diligence obligation as set forth in Section 5.1(a).
General Diligence. Subject to section 14.1 and without being limited by section 5.14, MERCK shall, at MERCK's expense, [+]. MERCK will bear all costs with respect thereto.
General Diligence. Licensee shall use Commercially Reasonable Efforts to develop and commercialize a Product in each Subfield.
General Diligence. SLP shall use Commercially Reasonable Efforts to Commercialize the Licensed Product in the Territory for use in the Field, which efforts shall include, without limitation, (i) taking all actions set forth in Exhibit B (the “Commercialization Plan”), and (ii) purchasing annual minimum amounts of Licensed Product (“Minimum Orders”). Exhibit D sets forth the Minimum Orders to be purchased by SLP during the Initial MOQ Period. Thereafter [***]. Notwithstanding the foregoing, the Parties shall consult with each other through the JSC prior to taking any action in connection with the Commercialization of the Licensed Product in the Territory which would reasonably be expected to prevent or adversely affect in any material respect the ability of the other Party to make, have made, use, sell, offer for sale, import, export, Develop, Manufacture, Commercialize or otherwise exploit the Licensed Product outside of the Territory at any time or inside the Territory after termination or expiration of this Agreement in the case of Sol-Gel, or within the Territory during the Term in the case of SLP. If SLP orders less than the Minimum Order Quantities of Licensed Product for a particular Year during the Term (such period, [***]), then no later than [***] days following the conclusion of such Shortfall Period, SLP shall either [***].
