General Diligence Obligations. Xcel will, during the Term, exercise Commercially Reasonable Efforts to Commercialize the Licensed Products in the Field in the Territory following receipt of Marketing Approval.
General Diligence Obligations. Ophthotech will exercise Commercially Reasonable Efforts in Developing and commercializing at least one Licensed Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Product in the Field and in undertaking investigations and actions required to obtain Regulatory Approvals necessary to market such Licensed Product in the Field in the United States, the European Union, and Japan, and in such ex-United States markets, in addition to the European Union and Japan, where Ophthotech determines, in the exercise of Commercially Reasonable Efforts, that it is commercially reasonable to do so. In the event that Ophthotech fails to use Commercially Reasonable Efforts as required hereunder, then on a Licensed Product-by-Licensed Product and country-by-country basis as to such Licensed Product in such country, Archemix may, in its sole discretion (i) terminate the licenses granted under Article 2 of this Agreement for breach under Section 9.2.3 below, or (ii) convert the licenses granted under Article 2 of this Agreement from exclusive licenses to non-exclusive licenses, in either case only as such licenses apply to such Licensed Product in such country(ies); provided that, if Ophthotech is exercising Commercially Reasonable Efforts in each Material EU Country, then Archemix may not so terminate or convert such licenses as to any country in the European Union. The foregoing provisions of this Section 3.1.2(a) shall constitute Archemix’s sole and exclusive remedies and Ophthotech’s sole and exclusive liabilities for any failure by Ophthotech to exercise Commercially Reasonable Efforts to Develop or commercialize any Licensed Product in any country or in the European Union pursuant to this Section 3.12(a). In satisfying its obligation to use Commercially Reasonable Efforts with respect to such Licensed Product, Ophthotech may engage in Development and commercialization activities in various markets in a reasonably sequenced manner, it being understood that Development and commercialization in the United States, the European Union, Japan and other markets likely will not be pursued by Ophthotech on concurrent Development and commercialization schedules.
General Diligence Obligations. ELAN and its Affiliates shall exercise Commercially Reasonable Efforts during the Term to conduct the ELAN Development Activities and to Commercialize Products in the Territory. ARCHEMIX and its Affiliates shall exercise Commercially Reasonable Efforts during the Term to conduct ARCHEMIX Development Activities, as applicable.
General Diligence Obligations. Sponsor shall use Commercially Reasonable Efforts to develop, file Marketing Authorization Applications for, commercialize and meet the market demand for one or more Royalty Products.
General Diligence Obligations. During the Term, TMC will use diligent efforts to continue development of Microprojection Systems in the Field and to develop and obtain Regulatory Approval for Products within the Territory in a manner consistent with the efforts United States-based, mid-sized, specialty pharmaceutical companies devote to products having similar market potential at a similar stage of development or life of such product based on conditions then prevailing with respect to the applicable product and the relevant market.
General Diligence Obligations. Licensee will use commercially reasonable efforts to perform the activities set forth under each Marketing Plan. Licensee will promote, market, sell and distribute the Product in the Territory by applying efforts and resources as reasonably required to capture the commercial potential of the Product throughout the Territory and at least equal to the efforts and resources normally used by a similarly situated pharmaceutical company for a product owned by it which has a similar market potential and is at a similar stage in its product life cycle as the Product. All efforts of Licensee’s Affiliates, sub-licensees or distributors will be considered efforts of Licensee for the purpose of determining Licensee’s compliance with its obligations under this Section 7.3.1.
General Diligence Obligations. Ribomic will exercise Commercially Reasonable Efforts in Developing and commercializing Licensed Products in the Field, and in undertaking investigations and actions required to obtain Regulatory Approvals necessary to market such Licensed Products in the Field, in each of the United States, each of the E5 Countries and in Japan, and in any other ex-United States markets, in addition to the E5 Countries and Japan, where Ribomic determines, in the exercise of Commercially Reasonable Efforts, that it is commercially reasonable to do so. In the event that Ribomic fails to use Commercially Reasonable Efforts as required hereunder then, on a Licensed Product-by-Licensed Product and country–by-country basis as to such Licensed Product in the United States or Japan Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. and, with respect to any E5 Country, in all of the E5 Countries, (i) Archemix may, in its sole discretion (A) terminate the licenses granted under Section 2.1.1 of this Agreement for breach under Section 9.2.3 below or (B) convert the licenses granted under Section 2.1.1 of this Agreement from exclusive licenses to non-exclusive licenses, in either case only as such licenses apply to such Licensed Product in such country(ies) and, with respect to any E5 Country, in all of the E5 Countries, and (ii) to the extent Archemix exercises its rights under Section 3.1.2(a)(i)(A) or (B) with respect to a Licensed Product, Archemix’s exclusivity obligations under Section 2.3.1(a) shall terminate with respect to such Licensed Product in such country(ies).
General Diligence Obligations. Oral DNA shall use Commercially Reasonable Efforts in commercializing and marketing Licensed Products in the Field and in the Territory.
General Diligence Obligations. Ono shall use Diligent Efforts (itself or through its Affiliates) to obtain in a prompt and expeditious manner Marketing Approvals and Pricing and Reimbursement Approvals in the Ono Territory for the Products and Indications specified in the Development Plan (including, conducting any Development that may be required by the Regulatory authorities in the Ono Territory to obtain and maintain such Marketing [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Approvals), and thereafter shall use Diligent Efforts to Commercialize the Product(s) for such Indication(s) in the Ono Territory in a manner intended to maximize Net Sales in the Ono Territory as a whole. For the avoidance of doubt, a decision by Ono not to seek a new or expanded Marketing Approval for a Product in the Ono Territory based on a Declined Clinical Study or a Combination Study shall not constitute a breach by Ono of its diligence under this Section 8.1(a).
General Diligence Obligations. Licensee will use commercially reasonable efforts to perform the activities set forth under each Marketing Plan. Licensee will promote, market, sell and distribute the Products in the Field in each country of the Territory continuously during the term of this Agreement by applying efforts and resources as reasonably required to maximize sales of the Products throughout the Territory and at least equal to the efforts and resources normally used by Licensee for a product owned by it which has a similar market potential and is at a similar stage in its product life cycle as the applicable Product. All efforts of Licensee’s Affiliates will be considered efforts of Licensee for the purpose of determining Licensee’s compliance with its obligations under this Section 7.1. CONFIDENTIAL TREATMENT HAS BEEN GRANTED FOR THE REDACTED PORTIONS OF THE AGREEMENT THAT ARE MARKED WITH ASTERISKS AND BRACKETS ([***]). A COMPLETE COPY OF THIS AGREEMENT, INCLUDING THE REDACTED PORTIONS, HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
