LICENSEE’S PERFORMANCE. 4.1 The Licensee agrees to meet the performance development milestones attached as Schedule B hereto. The Licensee further agrees to use reasonable commercial efforts to monitor on a worldwide basis patent infringement regarding any Patent Rights licensed under this Agreement;
4.2 The Licensee agrees that the Technology shall not be used to promote the sales of other products, processes or services in a manner that reduces or eliminates the benefit to the Licensor, without the express written consent of the Licensor.
4.3 The Licensee represents and warrants to the Licensor that it has or shall acquire the infrastructure, expertise and resources to:
(a) develop and commercialize the Technology;
(b) track and monitor on an ongoing basis performance under the terms of each sublicense entered into by the Licensee;
(c) handle the Technology, Licensed Products, Licensed Processes and Licensed Services with care and without danger to the Licensee, its employees, agents or the public and in accordance with all applicable laws and regulations. * ***Confidential Treatment Requested
4.4 The Licensee represents and warrants to the Licensor that it will, throughout the term of this Agreement:
(a) allocate to the development and commercialization of the Technology covered under the Patent Rights at least the same degree of diligence, expertise, infrastructure, and resources as the Licensee is allocating to other products being developed and marketed by the Licensee;
(b) use reasonable commercial efforts to develop and exploit the Technology covered under Patent Rights and promote, market and sell Licensed Products, Licensed Processes, and Licensed Services to meet market demand for the Technology, Licensed Products, Licensed Processes and Licensed Services including without limitation putting in place an effective financing plan for commercialization and develop a business plan that sets out the commercialization and marketing plans for the Technology, Licensed Products, Licensed Processes and Licensed Services.
LICENSEE’S PERFORMANCE. Nothing in this Article 19 will restrict, limit, waive, or excuse LICENSEE’s performance of any other obligations set forth elsewhere in this AGREEMENT.
LICENSEE’S PERFORMANCE. 5.1 LICENSEE agrees that during the period of this LICENSE any products embodying a LICENSED INVENTION or produced through the use of a LICENSED INVENTION for use or sale by LICENSEE or its SUB-LICENSEES in the UNITED STATES will be manufactured substantially in the UNITED STATES. Upon request of LICENSEE or any SUB-LICENSEE, LICENSORS agree to reasonably cooperate with LICENSEE or such SUB-LICENSEE to obtain a waiver of this requirement from the UNITED STATES government, and, in the event such waiver is obtained, LICENSORS will be deemed to have waived the obligations of this Section 5.1.
(a) LICENSEE agrees to use reasonable commercial efforts to carry out, either directly or through one or more SUB-LICENSEES, the COMMERCIAL DEVELOPMENT PLAN to bring the LICENSED TNVENTION to PRACTICAL APPLICATION. For CLINICAL APPLICATIONS, LICENSEE will use reasonable commercial efforts, in its scientific and business judgment, to develop and commercialize CLINICAL PRODUCTS itself or through SUB-LICENSEES. LICENSEE will be deemed to be using reasonable commercial efforts if, in each calendar year during the TERM, commencing January 1, 2009, until the first commercial sale of a CLINICAL PRODUCT, LICENSEE and/or its SUB-LICENSEES expend no less than $*** on research and development directly relating to CLINICAL PRODUCT development.
(b) Subject to the terms of Section 5.6 below, if LICENSEE has failed to demonstrate reasonable commercial efforts, either directly or through SUB-LICENSEE(s), as required by Section 5.2(a) above, LICENSORS may provide a written notice to LICENSEE specifying the basis for such notice. Upon receipt of such notice, LICENSEE shall develop and provide to LICENSORS a written plan to cure such failure within ninety (90) days of receipt of such notice. LICENSORS and LICENSEE will mutually agree upon a timetable for performance of such cure plan. If LICENSEE or the applicable SUB-LICENSEE fails to diligently implement such written cure plan, LICENSORS shall be entitled to provide written notice to terminate this LICENSE with respect to CLINICAL APPLICATIONS if such failure is not cured within a ninety (90) day period following receipt of such notice. Notwithstanding the foregoing, LICENSORS shall not unreasonably withhold their consent to any revision in the time periods under the COMMERCIAL DEVELOPMENT PLAN whenever requested in writing by LICENSEE and supported by evidence of technical difficulties or delays in regulatory processes that are outside ...
LICENSEE’S PERFORMANCE. LICENSEE agrees to carry out the plan for development and marketing of the licensed inventions submitted with LICENSEE'S Application for License dated 10/9/02 to bring the licensed invention to practical application by 8/03 and LICENSEE will, thereafter, continue to make the benefits of the licensed invention reasonably accessible to the public for the remainder to the period of this LICENSE. LICENSEE agrees that during the duration of this LICENSE any products embodying a licensed invention for use or sale by LICENSEE or its sublicensees in the United States will be manufactured substantially in the United States. The LICENSEE shall pay to the LICENSOR a non-refundable licensing fee in the amount of five thousand dollars ($5,000.00) payable upon the execution of this LICENSE by LICENSEE. LICENSEE agrees to pay to LICENSOR one half of any licensing fee collected from any sublicensee. Payment will be made in the manner prescribed in Article IV. LICENSEE agrees to promptly report to LICENSOR any changes in mailing address, name or company affiliation during the period of this LICENSE and to promptly report discontinuance of LICENSEE'S making the benefits of this licensed invention reasonably accessible to the United States public.
LICENSEE’S PERFORMANCE. Without limiting the generality of the provisions of Section 6.1, in connection with the Commercialization of Licensed Product in the Territory for the Approved Indications in the Field by Licensee hereunder:
6.2.1 Licensee shall: (i) use Commercially Reasonable Efforts to Commercialize Licensed Product for the Approved Indications in the Field in the Territory; (ii) maximize the commercial potential for Licensed Product for the Approved Indications in the Field in the Territory; (iii) represent Licensed Product accurately and fairly; (iv) Commercialize Licensed Product so as to reflect favorably on Licensed Product and the good name, goodwill and reputation of Licensor; (v) act in good faith to maximize the economic value of Licensed Product; and (vi) comply with all Laws, Regulatory Approvals and applicable obligations under this Agreement.
6.2.2 Licensee shall not: (i) disparage, defame, discredit, or negatively comment to Third Parties in any way about or concerning Compound, Licensed Product or Licensor (including Licensor’s activities, operations or other products) nor permit its employees, officers or directors to do so; (ii) utilize deceptive, misleading or unethical business practices; or (iii) take any action or inaction that would reasonably be likely to prejudice the value of Licensed Product.
6.2.3 Licensee shall be solely responsible for: (i) receiving, accepting and filling orders for Licensed Product for the Approved Indications in the Field in the Territory; (ii) handling all returns of Licensed Product for the Approved Indications in the Field in the Territory; (iii) controlling invoicing, order processing and collection of accounts receivable for the sales of Licensed Product for the Approved Indications in the Field in the Territory; and (iv) distributing and managing inventory of Licensed Product for the Approved Indications in the Field in the Territory.
LICENSEE’S PERFORMANCE. 10 Article IV Royalties.............................. 11 Article V Sublicensing........................... 14 Article VI
LICENSEE’S PERFORMANCE. LICENSEE agrees to carry out the plan for development and marketing of a licensed invention submitted with LICENSEE's Application for License dated September 9, 1991, as amended by LICENSEE's letter dated October 15, 1991, and LICENSEE's Application for License dated October 13, 1997, as amended by LICENSEE's letter dated November 4, 1998, to bring this licensed invention to practical application within twenty (20) months after execution of this LICENSE, and LICENSEE will, thereafter, continue to make the benefits of this licensed invention reasonably accessible to the public for the remainder of the period of this LICENSE. LICENSEE agrees that during the period of this LICENSE any products embodying this licensed invention or produced through the use of a licensed invention for use or sale by LICENSEE or its sublicensees in the United States or in the licensed territory will be manufactured substantially in the United States. LICENSEE agrees to pay to LICENSOR one-third of any licensing fee collected from any sublicensee. Payment will be made in the manner prescribed in Article IV. LICENSEE agrees to report promptly to LICENSOR any changes in mailing address, name or company affiliation during the period of this LICENSE and to report promptly discontinuance of LICENSEE's making the benefits of this licensed invention reasonably accessible to the United States public.
LICENSEE’S PERFORMANCE. 3.1 LICENSEE agrees to carry out the COMMERCIAL DEVELOPMENT PLAN to bring the LICENSED INVENTIONS to PRACTICAL APPLICATION by December 31, 2006. LICENSEE will, thereafter, continue to make the benefits of the LICENSED INVENTIONS reasonably accessible to the public for the remainder of the period of the LICENSE.
3.2 LICENSEE agrees that during the period of this LICENSE any products embodying a LICENSED INVENTION or produced through the use of a LICENSED INVENTION for use or sale by LICENSEE in the UNITED STATES will be manufactured substantially in the UNITED STATES.
3.3 LICENSEE agrees to report promptly to LICENSOR any changes in mailing address, name or company affiliation during the period of this LICENSE.
3.4 LICENSEE agrees to report within thirty (30) days discontinuance of LICENSEE'S making the benefits of the LICENSED INVENTIONS reasonably accessible to the United States public.
LICENSEE’S PERFORMANCE. 3.1 LICENSEE agrees to exercise commercially reasonable diligence to carry out the COMMERCIAL DEVELOPMENT PLAN to bring one or more LICENSED INVENTION to PRACTICAL APPLICATION by October 1, 2009. LICENSEE will, thereafter, continue to make the benefits of the LICENSED INVENTIONS reasonably accessible to the public for the remainder of the period of the LICENSE.
3.2 LICENSEE agrees to achieve the milestones as identified and set forth in Appendix D.
3.3 LICENSEE agrees that, during the period of the LICENSE, all ROYALTY- BEARING PRODUCTS will be manufactured substantially in the UNITED STATES.
3.4 LICENSEE agrees to report promptly to LICENSOR any changes in its mailing address, name or company affiliation during the period of the LICENSE.
3.5 LICENSEE agrees to report within thirty (30) days discontinuance of LICENSEE'S making the benefits of the LICENSED INVENTION reasonably accessible to the United States public.
LICENSEE’S PERFORMANCE. LICENSEE agrees to carry out the Commercial Development Plan (Appendix C) for development and marketing of a Licensed Invention submitted with LICENSEE’S “Application for License” dated 16 June 2016 to bring a Licensed Invention to Practical Application consistent with the milestones provided in the Commercial Development Plan by 31 December 2022; and LICENSEE will, thereafter, continue to make the benefits of a Licensed Invention reasonably accessible to the public for the remainder of the period of this LICENSE. LICENSEE agrees that during the period of this LICENSE any products embodying a Licensed Invention or produced through the use of a Licensed Invention for use or sale in the United States will be manufactured substantially in the United States. LICENSEE agrees to promptly report to LICENSOR any changes in mailing address, name or company affiliation during the period of this LICENSE and to promptly report discontinuance of LICENSEE’S making the benefits of this Licensed Invention reasonably accessible to the United States public. LICENSEE agrees to supply the Navy, at no charge, one (1) display article of a Royalty-Bearing Product that is made, used or sold by or on behalf of LICENSEE or SUBLICENSEE, within 60 days of the first commercial sale of such Royalty-Bearing Products, sent to the address specified in Article 11. LICENSEE shall continue to supply one (1) display example of each distinct product line every third year thereafter for the duration of the Agreement.
