GSK Diligence. Following GSK's exercise of an Option with respect to GSK Development Compounds for a Project, GSK shall use Diligent Efforts to develop and commercialize such GSK Development Compounds.
GSK Diligence. GSK shall exercise its Diligent Efforts in Developing and Commercializing at least one Licensed Product in the Field [...***...] for each Program for which GSK exercises the Program Option. For purposes of clarity, (a) GSK shall not be required to Develop and Commercialize, with respect to a Program, more than one Option Compound resulting from a Program, provided, that GSK exerts its Diligent Efforts to Develop and Commercialize at least one Option Compound resulting from such Program, and (b) following GSK’s exercise of its Program Option for a Program, GSK may, in its sole discretion, substitute the Leading Compound with another Option Compound Developed in the same Program or Develop and Commercialize other Option Compounds resulting from such Program, provided, that GSK exerts Diligent Efforts to Develop and Commercialize such Back-up Compound or other Option Compound as the new Leading Compound in a manner that is consistent always with the standard under this Agreement applicable to GSK for its Diligent Efforts. Notwithstanding the above or any provision or interpretation of this Agreement to the contrary, GSK shall have no obligation to exercise its Diligent Efforts with respect to any Program for which GSK has exercised a Terminated Program Option or which has otherwise been terminated and to which GSK acquires exclusive rights to Develop and Commercialize the Collaboration Compounds resulting from such Program under Article 12.
GSK Diligence. Upon GSK’s exercise of an Option with respect to a Collaboration Program, and as of the Effective Date for the ADA-SCID Program, GSK shall submit to the JSC the relevant GSK Development Plan as defined in letter (d) of this article 5.
1. On a Program-by –Program basis, as a condition for GSK maintaining the exclusive license granted to GSK under Article 4 with respect to a particular GSK Development Program, GSK shall use its Commercially Reasonable Efforts to Develop and commercialize at least one Vector from the relevant GSK Development Program as a GSK Product within the projected timelines indicated in the relevant GSK Development Plan for such Program. In the event that TELETHON-HSR reasonably believes that GSK has failed to comply with the obligations of this Section 5.1(c) in any Calendar Year with respect to a particular GSK Development Program or GSK Product under such GSK Development Program, TELETHON-HSR shall have the right to terminate on a Program by Program basis the license granted to GSK for the relevant Collaboration Program or for the ADA-SCID Program, as applicable, depending upon the Program or GSK Product for which GSK has failed to comply with its diligence obligations under this Section 5.1(c), by operation of the applicable provisions of Article 12.
GSK Diligence. (a) Following GSK’s exercise of an Option with respect to a Dynavax Program, GSK shall use its Commercially Reasonable Efforts to Develop and commercialize [ * ] in such GSK Development Program in [ * ], subject to the provisions of Section 2.8. [ * ] provided, however, that the Parties acknowledge and agree that, for the purposes solely of this Section 5.1.3(a), [ * ], it is appropriate for [ * ]. In the event that, as a result of any such [ * ] Country, such right of Dynavax shall be exercised in a manner [ * ] (collectively, the “Coordination Conditions”); provided that if the Coordination Conditions apply, if such Product is commercialized by Dynavax or any Affiliate or sublicensee thereof in such country [ * ], and GSK [ * ], then Dynavax or any Affiliate or licensee thereof shall, to the extent permitted under applicable law, [ * ], as the case may be, or shall [ * ] under this Section 5.1.3 in [ * ]. For clarity, and without limiting any other provision of this Agreement, any dispute regarding the application or enforcement of this Section 5.1.3 shall be [ * ].
(b) Notwithstanding the foregoing Section 5.1.3(a) and for the avoidance of doubt, Dynavax acknowledges and agrees that in the event it (or its Affiliates or sublicensee) commercializes a Product [ * ] then, subject to applicable law, Dynavax shall not, and shall ensure that its Affiliates or any sublicensee shall not, [ * ] unless mutually agreed in writing by the Parties, provided that [ * ]. With respect to [ * ]. If Dynavax (or its Affiliate or licensee) becomes aware that [ * ], Dynavax shall, or shall cause its Affiliates and licensees to, to the extent permitted under applicable law, [ * ].
GSK Diligence. Following GSK’s exercise of an Option with respect to a PROSENSA Collaboration Program, and as of the Effective Date for the Exon 51 Program, as a condition for GSK maintaining the licenses granted to GSK under Article 4 with respect to a GSK Development Program, GSK shall use its Commercially Reasonable Efforts to Develop and commercialize * * * * * from such GSK Development Program as a GSK Product in the * * * * *. In the event that PROSENSA reasonably believes that GSK has failed to comply with the obligations of this Section 5.1(c) in any Calendar year with respect to a GSK Development Program or GSK Product, PROSENSA shall have the right to terminate this Agreement by operation of the applicable provisions of Article 12 with respect to such GSK Development Program and/or GSK Product.
GSK Diligence. During the Commercialization Term, GSK shall [ *].
GSK Diligence. As soon as practicable after the exercise by GSK of an Option for a Collaboration Program, GSK will use Commercially Reasonable Efforts to promptly commence and pursue a program of ongoing Development and Commercialization for the Licensed Compound and related Licensed Product under such Collaboration Program, in accordance with GSK’s diligence obligations set forth below. GSK will be solely responsible for all Development and Commercialization activities, and for all costs and expenses associated therewith, with respect to the Development, Manufacture and Commercialization of the Licensed Compound and related Licensed Product of a Collaboration Program, following the exercise of its Option for such Collaboration Program, and will exercise Commercially Reasonable Efforts in Developing and Commercializing such Licensed Product for each Collaboration Program for which GSK exercises the Option.
GSK Diligence. Upon GSK’s exercise of the Candidate Selection Option or PoC Option, as applicable, GSK shall use, and shall ensure that its Affiliates, Sublicensees and subcontractors use, ** consistent with the manner in which GSK would develop one of its own products having a similar technical and scientific profile, level of development complexity and potential commercial or strategic value, in developing and commercializing the GSK Development Compound.
GSK Diligence. Section 5.2 of the Agreement shall not apply to the TB TPP Subprogram. Following the JRC’s (or GSK’s, as applicable) determination under Section 4(a) of this Schedule 4 that a Collaboration Compound has successfully achieved the TB Candidate [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Selection Criteria and GSK’s designation of such Collaboration Compound as a GSK TB Compound, GSK shall use commercially reasonable efforts to develop, and Diligent Efforts to Distribute (TB) Through the Public Sector in Preferential Pricing Countries (TB) and commercialize GSK TB Compounds or TB Products containing such GSK TB Compounds. GSK may conduct the foregoing activities either itself or in connection with a Third Party with or through a not-for-profit organization working in drug development or drug Distribution (TB) in the TB Field.
GSK Diligence. Following GSK’s exercise of the Malaria Option, GSK shall use Diligent Efforts to develop, Distribute (Malaria) Through the Public Sector in Preferential Pricing Countries (Malaria) and commercialize the GSK Malaria Compound as and into Malaria Products. GSK may conduct the foregoing activities either itself or in connection with a Third [ * ] = 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. Party with or through a not-for-profit organization working in drug development or drug Distribution (Malaria) in the Malaria Field.
