Licensee Efforts. (a) Licensee shall use its reasonable best efforts to develop for commercial sale and to market Products in the Territory, and to continue to market Products as long as commercially viable, all in a manner consistent with sound and reasonable business practices. For purposes of this Agreement reasonable best efforts in the case of Product development in any major market shall mean at least that diligence required on the part of an NDA applicant in undertaking the development of a drug product to qualify for the maximum patent term extension under the Act.
(b) Licensee shall notify Licensor within ten (10) days after the first commercial sale of a Product and of any formal written notice from the FDA or other equivalent regulatory authority (“Regulator”) in which CPE-215 is the Regulator’s primary focus, apart from the use of CPE-215 in the Licensee’s Product.
Licensee Efforts. During the term of this Agreement, Licensee shall use commercially reasonable efforts to exploit the Licensed Patents and/or Licensed Technology in the Field of Use in countries where it is commercially reasonable to develop Licensed Products hereunder, and to achieve the following development benchmarks (“Benchmarks”) within the following time periods as set forth below: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] In addition, Licensee will use commercially reasonable efforts to commercialize and market all Licensed Products as soon as practicable in accordance with the terms of a development plan prepared by Licensee within ninety (90) days of the Effective Date of this Agreement. Licensee will provide Licensor with (i) annual updates of the development plan, (ii) clear and comprehensive documentation of its investment in the development of Licensed Products, and (iii) annual written progress reports outlining the development, evaluation, testing and commercialization of all Licensed Products. Licensee and Licensor agree to jointly and thoroughly review and discuss Licensee’s efforts within six (6) months of the third (3rd) anniversary of this Agreement. Acting reasonably and in good faith, Licensee and Licensor will determine if any Licensed Product is not being actively developed, evaluated, tested or commercialized and Licensee agrees to review its interest in maintaining its license to the Licensed Patent of any such Licensed Product. For each Licensed Patent, in the event (i) Licensee is unable to achieve a given Benchmark for a Licensed Product covered by such Licensed Patent in accordance with its applicable timeline and (ii) Licensor determines, acting reasonably, that commercially reasonable * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission efforts are not being made by the Licensee to develop a Licensed Product covered by such Licensed Patent, Licensor may deliver written notice to Licensee of such non-performance. In the event Licensee has not cured the deficiencies outlined in such written notice within sixty (60) days after such written notice was received by Licensee, Licensor may, solely with respect to such Licensed Patent that is the subject of such non-performance, render the license to such Licensed Patent non-exclusive or terminate the license to such Licensed Patent, at the sole discretion of Licensor, upon written notice ...
Licensee Efforts. LICENSEE shall commence sales of Licensed ---------------- Products that incorporate or utilize Licensed Patents, Copyrights, Licensed Software or ---------------- * * *Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions Technical Information by * * *. If LICENSEE has not commenced sales of Licensed Products by * * *, LICENSEE shall pay an annual License Maintenance fee of * * * dollars on that date and each anniversary of that date thereafter until commercial sales commence. Such License Maintenance fee is nonrefundable, but shall be creditable to royalties due on future commercial sales.
Licensee Efforts. Licensee shall use its reasonable best efforts to develop for commercial sale and to market Products in the Territory, and to continue to market Products as long as commercially viable, all in a manner consistent with sound and reasonable business practices. For purposes of this Agreement reasonable best efforts in the case of Product development in any major market shall mean at least that diligence required on the part of an NDA applicant in undertaking the development of a drug product to qualify fo the maximum patent term extension under the Act. 06/20/2003 ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
Licensee Efforts. \BA - 046396/000002 - 691149 v24 Subject to the terms and conditions of this Agreement, Licensee agrees that Licensee and its Affiliates will use Commercially Reasonable Efforts to (a) launch the Product in the License Territory as soon as commercially practicable after receipt of Regulatory Approval, and (b) continue diligently thereafter to commercialize, market, promote and sell the Product in the License Territory, in each case for each Initial Indication or Additional Indication for which the Product has received Regulatory Approval in the License Territory.
Licensee Efforts. In consideration for the exclusive rights granted to Licensee hereunder, Licensee shall use its best efforts to promote and meet the market demand for Products in the Licensee Exclusive Market.
Licensee Efforts. During the Term, Licensee will:
(a) use commercially reasonable efforts to exploit the Licensed Technology in the Field of Use and Territory where it is commercially reasonable to develop Licensed Products to meet, or cause to be met, market demand;
(b) allocate to the development and commercialization of the Licensed Technology in the Field of Use appropriate diligence, expertise, infrastructure, and resources;
(c) meet or exceed the performance milestones and other requirements set out in Schedule “B”; and
(d) comply with all laws, regulations and ordinances, whether federal, state, provincial, county, municipal or otherwise, with respect to this License Agreement and the Licensed Technology.
Licensee Efforts. During the term of this Agreement, Licensee shall use commercially reasonable efforts to exploit the Licensed Technology in the Field of Use in the Territory in countries where it is commercially reasonable to develop Licensed Products hereunder. As a minimum, Licensee agrees to achieve the following: [***].
Licensee Efforts. (a) Licensee shall use its reasonable best efforts to develop for commercial sale and to market Products in the Territory, and to continue to market Products as long as commercially viable, all in a manner consistent with sound and reasonable business practices.
(b) Licensee shall notify Licensor within ten (10) days after the first commercial sale of a Product and of any formal written notice from the FDA or other equivalent regulatory authority (“Regulator”) in any nation within the Territory.
Licensee Efforts. During the Term, Licensee will use commercially reasonable efforts to exploit the Licensed Technology in the Field of Use and Territory where it is commercially reasonable to develop Licensed Products to meet, or cause to be met, market demand; allocate to the development and commercialization of the Licensed Technology appropriate diligence, expertise, infrastructure, and resources; meet or exceed the performance milestones and other requirements set out in Schedule “B”; and comply with all laws, regulations and ordinances, whether federal, state, provincial, county, municipal or otherwise, with respect to this License Agreement and the Licensed Technology.
