Minimum Diligence Clause Samples
The Minimum Diligence clause sets a baseline standard for the level of effort, care, or attention that a party must exercise in fulfilling its contractual obligations. Typically, this clause requires parties to perform their duties with at least a specified minimum level of competence or thoroughness, such as adhering to industry standards or best practices. For example, a service provider may be required to maintain certain quality controls or response times. The core function of this clause is to ensure that parties do not fall below an acceptable threshold of performance, thereby protecting the interests of the other party and reducing the risk of subpar work or negligence.
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Minimum Diligence. Without limiting the foregoing, BI shall use Diligent Efforts to meet the diligence milestones set forth below (“Milestone Timing”) and to achieve the time periods set forth below for the lead Product/compound (i.e. the compound or Product that is the furthest advanced). For avoidance of doubt, the Milestone Timings shall not apply to the second or any subsequent Products, or the second or any subsequent indications. The Parties anticipate as of the Effective Date that the milestones set forth in Section 5.2.1 could be achieved on time if BI meets its Diligent Efforts obligations.
Minimum Diligence. (a) In the event that a Phase I clinical trial of a Licensed Product has not been initiated anywhere in the world as of the sixth (6th) anniversary of the Effective Date, the annual License and Development Support Fee described in Section 2.4 above shall increase to [ *** ], which shall remain the annual amount due until First Commercial Sale of a Licensed Product in the United States or any other country where royalty payments will equal at least [***].
(b) In the event that a Phase I clinical trial of a Licensed Product has not been initiated anywhere in the world as of the eighth (8th) anniversary of the Effective Date, and only if WLV has by that time initiated a Phase I clinical trial of a vaccine product other than a Licensed Product which has essentially the same medical indication and could compete in essentially the same market as a Licensed Product, then INX shall have the right to terminate this Agreement including the licenses granted herein on thirty (30) days written notice.
(c) In the event that a Phase I clinical trial of a Licensed Product has not been initiated anywhere in the world as of the tenth (10th) anniversary of the Effective Date, then INX shall have the right to terminate this Agreement including the licenses granted herein on thirty (30) days written notice.
Minimum Diligence. Notwithstanding (b), GeoVax shall not cease the Development of Gedeptin® prior to the termination or completion of the Phase II Trial in Head and Neck Cancer, which shall constitute a requirement of Diligence.