Licensee Due Diligence Clause Samples
The Licensee Due Diligence clause requires the licensee to conduct thorough investigations and assessments before entering into or during the course of a licensing agreement. This may involve verifying the validity of the licensed intellectual property, ensuring compliance with applicable laws, and confirming that the licensor has the authority to grant the license. By mandating such due diligence, the clause helps prevent legal disputes, reduces the risk of infringement, and ensures that the licensee is fully informed about the rights and obligations associated with the license.
Licensee Due Diligence. Licensee represents and warrants to the City that Licensee has conducted a reasonably diligent investigation, either independently or through Agents of Licensee’s choosing, of the condition of the License Area and of the suitability of the License Area for Licensee’s intended use, and Licensee is relying solely on its independent investigation. Licensee further represents and warrants that its intended use of the License Area is the Permitted Use as defined in Section 1.3 (Definitions) and as described in the Basic License Information.
Licensee Due Diligence. Licensee represents and warrants to the SFPUC that Licensee has conducted a reasonably diligent investigation, either independently or through Agents of Licensee’s choosing, of the condition of the License Area and of the suitability of the License Area for Licensee’s intended use, and Licensee is relying solely on its independent investigation. Licensee further represents and warrants that its intended use of the License Area is the Permitted Use as defined in Section 1.2 (Definitions) and as described in the Basic License Information.
Licensee Due Diligence. 3.01. Subject to Section 2.10, Licensee shall use reasonable commercial efforts to introduce, manufacture, market and/or sell Licensed Products in the Field and Territory as soon as commercially practicable after technology reaches a stage that is it ready for commercial development.
3.02. Licensee agrees to and warrants that it has, or will obtain, the expertise necessary to independently evaluate the inventions of the Patent Rights and to develop Licensed Products for sale in the commercial market and that it so intends to develop Licensed Products for the commercial market.
3.03. Beginning in the first Calendar Year after the Option Period as defined in the Option Agreements with each party has expired and continuing each year thereafter, Licensee shall submit a development plan to UMD on or before the anniversary of the year after the Option Period has expired and continuing each year thereafter until the First Commercial Sale. The Development Plan will specify the activities Licensee expects to undertake in the upcoming year to commercialize Licensed Products (the “Development Plan”). UMD reserves the right to request that Licensee furnish certain records relating to its development activities to UMD and/or to audit Licensee’s records itself under the provisions of Section 6.03 If UMD and Licensee agree that said Development Plan is reasonable, Licensee shall take all reasonable steps to meet the development program as set forth therein.
3.04. Licensee further warrants and agrees to meet the following specific milestones:
3.04.1. Licensee will hire a qualified Chief Executive Officer (“CEO”) within twelve (12) months of the Effective Date. For the purposes of this Agreement, “Qualified CEO” shall refer to and mean an individual having the experience and expertise sufficient to serve as the CEO of Licensee and/or other similar companies in the advanced computing industry.
3.04.2. Licensee will obtain at least [***] in equity financing before (or upon) the Effective Date.
3.04.3. Licensee will obtain at least [***] in equity financing within five (5) years of the Effective Date.
3.04.4. Such other milestones as are set forth in the Development Plan.
Licensee Due Diligence. { TC “Licensee Due Diligence” \f C \l “3” }. Licensee represents and warrants to the SFPUC that Licensee has conducted a reasonably diligent investigation, either independently or through Agents of Licensee’s choosing, of the condition of the License Area and of the suitability of the License Area for Licensee’s intended use, and Licensee is relying solely on its independent investigation. Licensee further represents and warrants that its intended use of the License Area is the Permitted Use as defined in Section 1.2 (Definitions) and as described in the Basic License Information.