Lilly Diligence Sample Clauses

Lilly Diligence. (i) At its own cost and expense, and subject to Sepracor's compliance with its obligations under Sections 2.2(a), 2.2(b)(i), and 2.3(a), Lilly shall conduct preclinical and clinical trials and apply for all governmental approvals necessary to manufacture, sell, market, and distribute Product, and to develop, submit Regulatory Applications for, manufacture and commercialize Product (such activities cumulatively referred to as "Development"), in accordance with the Development Plan appended hereto as Appendix 2.4(a) and incorporated herein by reference. The parties acknowledge that lack of diligence in Development of Product will diminish the value Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. of this Agreement to Sepracor; accordingly, Lilly shall at all times put forth good faith commercially reasonable efforts in connection with Development of Product. Adherence to the timeline set forth in the Development Plan is agreed by the parties to represent good faith commercially reasonable efforts and sound scientific judgment in Development of Product; provided, however, that the parties understand and agree that the timeline may from time to time be subject to reasonable adjustment by Lilly in response to extenuating circumstances not in the complete control of Lilly including, but not limited to, force majeure, documented changes in the requirements of regulatory agencies, failed or inconclusive clinical studies, discovery of unanticipated toxicity or adverse events of Product, or a need for additional clinical studies to achieve appropriate labeling of Product. Lilly shall use good faith commercially reasonable efforts and sound scientific judgment to fully exploit Product to the extent of its commercial potential.