Non-Diligence Clause Samples

A Non-Diligence clause removes or limits the obligation of one or both parties to exercise diligence, such as reasonable efforts or due care, in performing certain contractual duties. In practice, this means that a party is not required to take all possible steps to achieve a particular result or to continuously monitor or pursue an objective, such as securing regulatory approvals or completing a transaction. The core function of this clause is to allocate risk by clarifying that a party will not be held liable for failing to meet a standard of diligence, thereby reducing potential disputes over whether sufficient effort was made.
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Non-Diligence. If Acorda ceases conducting, either itself or through its Affiliates or sublicensees, the development and/or commercialization of any and all Licensed Products, then Institutions may terminate this Agreement and the licenses granted to Acorda under this Agreement in accordance with the following provisions: the Institutions shall provide Acorda with written notice specifying in detail the basis for Institutions’ belief that it has the right to terminate under this Section 5.5, and Acorda shall have sixty (60) days in which to demonstrate, to Institutions’ reasonable satisfaction, that it (or its Affiliate or sublicensee), is conducting development and/or commercialization of at least one (1) Licensed Product. During such sixty (60) day period, the Parties shall discuss in good faith whether such demonstration shows Acorda’s continued development and/or commercialization of at least one (1) Licensed Product; provided, however, that periods of inactivity in development that is typical for similar products in similar stages of development shall not be deemed Acorda’s cessation of development. If the Parties fail to agree on whether Acorda has ceased conducting development and/or commercialization of at least one (1) Licensed Product during such period, then the Parties shall promptly agree upon and engage an independent, qualified individual (the “Expert”) to make such determination. The Expert shall (a) have at least eight (8) years of significant experience in the biotechnology industry relating to strategic development of pharmaceutical products, (b) not be directly or indirectly affiliated with either Party or with either Party’s Affiliates or sublicensees, and (c) not have any direct or indirect interest of any kind in the resolution of whether Acorda is continuing development and/or commercialization of Licensed Products. If the Expert determines that Acorda has ceased conducting development and/or commercialization of any and all Licensed Products, then Institutions may thereafter terminate this Agreement upon written notice and, if applicable, the provisions of Section 10.5 shall apply. In such event, costs for engaging such Expert shall be borne by Acorda. If the Expert determines that Acorda is continuing development and/or commercialization of Licensed Products, then the Parties shall continue their respective activities under this Agreement and costs for engaging such Expert shall be borne by Institutions. For clarity, conduct of de minimus develo...
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Non-Diligence. If Anadys believes that Gilead is failing to satisfy its diligence obligations pursuant to Section 3(e)(i), Anadys shall have the right to notify Gilead of this situation and have a meeting with appropriate Gilead personnel within thirty (30) days of receipt of such notice. At such meeting, the Parties will discuss any such potential noncompliance and Gilead's future plans as to satisfying its obligations under Section 3(e)(i). If Anadys is not satisfied with the outcome of such meeting, it may request that Gilead submit a written plan setting out a specific, objectively reasonable written plan to achieve Regulatory Approval and Commercial Launch for one or more Licensed Products in the European Union and the United States consistent with Commercially Reasonable Efforts, together with an undertaking to carry out such plan. Such plan shall be subject to Anadys's written consent, such consent not to be unreasonably withheld, conditioned or delayed. If Gilead fails to provide or implement a remedial plan that is reasonably acceptable to Anadys as required pursuant to this Section 3(e)(ii), then upon thirty (30) days written notice given by Anadys to Gilead within thirty (30) days of such failure by Gilead, the negative covenants of Anadys under Sections 4(c)(ii) and (iv) shall terminate; such termination of such negative covenant shall be Anadys's sole remedy for Gilead's noncompliance with its diligence obligations under this Section 3(e).
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Non-Diligence 
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Related to Non-Diligence

  • Completion of Due Diligence Each Purchaser shall have completed its legal, business and financial due diligence of the Company to its full satisfaction and shall be fully satisfied with the results thereof.

  • Commercial Diligence Pfizer will use Commercially Reasonable Efforts to Commercialize a given Agreement Product in each Major Market Country in the Field in the Territory where Pfizer or its Affiliates have received Regulatory Approval for such Agreement Product. Pfizer will have no other diligence obligations with respect to the Commercialization of Agreement Products under this Agreement.

  • Due Diligence During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review conducted by the Agent in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during normal business hours and at the Company’s principal offices, as the Agent may reasonably request from time to time.

  • Development Diligence Pfizer will use its Commercially Reasonable Efforts to Develop and seek Regulatory Approval for one Product in the Field in [***]. Pfizer will have no other diligence obligations with respect to the Development or Regulatory Approval of Products under this Agreement.

  • ACCESS AND COOPERATION; DUE DILIGENCE (i) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of URSI and the Founding Companies other than the COMPANY access to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI with such additional financial and operating data and other information as to the business and properties of the COMPANY (including the COMPANY's Subsidiaries) as URSI or the Founding Companies other than the COMPANY may from time to time reasonably request. The COMPANY will cooperate with URSI and the Founding Companies other than the COMPANY, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. URSI, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Founding Companies other than the COMPANY as confidential in accordance with the provisions of Section 14 hereof. In addition, URSI will cause each of the Founding Companies other than the COMPANY to enter into a provision similar to this Section 7.1 requiring each such Founding Company to keep confidential any information obtained by such Founding Company. (ii) Between the date of this Agreement and the Closing Date, URSI will afford to the officers and authorized representatives of the COMPANY access to all of URSI's sites, properties, books and records and will furnish the COMPANY with such additional financial and operating data and other information as to the business and properties of URSI as the COMPANY may from time to time reasonably request. URSI will cooperate with the COMPANY, its representatives, engineers, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The COMPANY will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof.