Specific Diligence Benchmarks Sample Clauses

Specific Diligence Benchmarks. Without limiting the generality of Section 5.1.1, Licensee shall use commercially reasonable efforts to meet the following specific effort and achievement benchmarks (“Diligence Benchmarks”) by the dates specified in this paragraph. (a) Licensee shall expend at least the following amounts in the following calendar years specifically directed to developing Developed Products and/or Licensed Products: 2002 $ [**] 2003 $ [**] (b) Within twelve (12) months after the Effective Date: Identification of [**] candidates for therapeutics or diagnostics using the inducible mouse model(s) and/or MaSS screen and/or telomere-based gene discovery system. (c) Within twenty four (24) months after the Effective Date: Selection of [**] candidate targets with functional activities in cell-culture based assays. (d) Within twenty four (24) months after the Effective Date: Establishment of [**] additional cancer model for either breast, colon, lung or prostate cancer using the inducible mouse model system or the stem transgenesis system. For purposes of this paragraph 5.1.3, DFCI will consider efforts of an Affiliate or Sublicensee as efforts of Licensee.
Sample 1
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Specific Diligence Benchmarks. Licensee shall use commercially reasonable efforts to meet the following specific effort and achievement benchmarks (“Diligence Benchmarks”) by the dates specified in this paragraph. (a) For the first [***] ([***]) of the term of this Agreement, Licensee’s annual expenditure on research and product development pertaining to the Licensed Intellectual Property of an amount equal to [***] ([***]) of Licensee’s operations budget (including salaries and overhead) on research and product development pertaining to the Licensed Intellectual Property. Such expenditure may be made by Licensee, or by others beneficially for Licensee. (b) [***]. (c) [***]. (d) [***]. [***].
Sample 1
Specific Diligence Benchmarks. Licensee shall use its commercially reasonable efforts to meet the following specific effort and achievement benchmarks (“Diligence Benchmarks”) by the dates specified in this paragraph. For purposes of this paragraph 5.1.3, MEEI will consider efforts of an Affiliate or Sublicensee as efforts of Licensee: (a) Within one year of the Effective Date of the Agreement Licensee will obtain orphan drug designation for Licensed Product and identify the path for registration of a Licensed Product; and (b) Licensee will have a First Commercial Sale of a Licensed Product no later than the ***** after the Effective Date.
Sample 1
Specific Diligence Benchmarks. In addition to its obligations in Section 5.1(a), Licensee shall use [***] efforts to meet the specific effort and achievement benchmarks listed in Schedule 2 of this Agreement (“Diligence Benchmarks”) in accordance with the timelines specified in Schedule 2. For purposes of this Section 5.1(c), DFCI will consider efforts of an Affiliate or Sublicensee under a Sublicense as efforts of Licensee.
Sample 1
Specific Diligence Benchmarks. Licensee, its Affiliates or its Sublicensees shall diligently pursue the following specific effort and achievement benchmarks ("Specific Diligence Benchmarks") by the dates specified in the following table: -------------------------------- -------------------------------------------------------------- SPECIFIC DILIGENCE BENCHMARKS DATE -------------------------------- -------------------------------------------------------------- IND Filing Within six (6) Months of License Execution -------------------------------- -------------------------------------------------------------- Initiation of Phase I Within three (3) Months of IND Approval Clinical Trial -------------------------------- -------------------------------------------------------------- Filing of NDA Within six (6) Months of Completion of Data Analysis of Pivotal Trial -------------------------------- -------------------------------------------------------------- For purposes of this paragraph 5.1.3, Licensor will consider efforts of an Affiliate or Sublicensee as efforts of Licensee.
Sample 1
Specific Diligence Benchmarks. Licensee shall use its commercially reasonable efforts to meet the following specific effort and achievement benchmarks (“Diligence Benchmarks”) by the dates specified in this paragraph. (a) Within 30 days of the Effective Date, Ocugen shall execute the Sponsored Research Agreement supporting certain budgeted activities in the Haider Lab over a period of two years. (b) Within 30 days of the termination or expiration of the Sponsored Research Agreement, Company will provide additional Diligence Benchmarks and dates which are consistent with the goals and timeline in its Development Plan in paragraph 5.1.2. For purposes of this paragraph 5.1.3, SERI will consider efforts of an Affiliate or Sublicensee as efforts of Licensee.
Sample 1
Specific Diligence Benchmarks. Licensee shall use its best efforts to meet the following specific effort and achievement benchmarks (“Diligence Benchmarks”) by the dates specified in this paragraph. For purposes of this paragraph 5.1.3, DFCI will consider efforts of an Affiliate or Sublicense as efforts of Licensee. (i) Within ninety (90) days of the Effective Date of this Agreement, Licensee shall provide DFCI with the Development Plan containing the information described in 5.1.2. The Development Plan will also contain additional Diligence Benchmarks for the development of specific Licensed Products and Licensed Services in addition to those set forth in 5.1.3 (ii) and (iii) below. (ii) Within three (3) months of the Effective Date Licensee will launch a K-Ras mutation assay kit employing its proprietary Surveyor endonuclease technology both in Europe and the U.S. Both Licensed Products and Licensed Services will be offered for K-Ras mutation detection. (iii) Within two (2) years of the Effective Date, Licensee will complete its evaluation of its K-Ras kit using Cold-PCR on circulating DNA to further improve the sensitivity of finding cancer associated mutations earlier in cancer development. (iv) Within fifteen (15) days after each six (6) month anniversary of the Effective Date, Licensee shall provide DFCI with a written report describing the efforts and progress by Licensee, or any Affiliates or Sublicensees, during the prior six month period, and its goals and objectives for the ensuing six months, to develop and commercialize Licensed Products and Licensed Services. The report must be in sufficient detail to permit DFCI to monitor Licensee’s compliance with the due diligence provisions of this Agreement. The progress report must provide the information set forth above for each Licensed Product and Licensed Service. Specifically, Licensee shall include at least the following in these reports: (a) a summary of Licensee’s progress toward meeting the goals and objectives that had been established for the previous six month period, including research and development efforts, efforts to obtain regulatory approval, marketing efforts and sales figures. (b) a summary of Licensee’s goals and objectives for the ensuing six month period for developing and commercializing the Licensed Technology and an identification of additional Licensed Products and Licensed Services that Licensee intends to develop, if any and timelines for development and commercialization of such Licensed Products and L...
Sample 1
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Related to Specific Diligence Benchmarks

  • Due Diligence Materials Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser for its review the following items: a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office.

  • Project/Milestones Taxpayer provides refrigerated warehousing and logistic distribution services to clients throughout the United States. In consideration for the Credit, Taxpayer agrees to invest in a new refrigeration and distribution facility in the XxXxxxxxx Park area of Sacramento, California, and hire full-time employees (collectively, the “Project”). Further, Taxpayer agrees to satisfy the milestones as described in Exhibit A (“Milestones”) and must maintain Milestones for a minimum of three (3) taxable years thereafter. In the event Taxpayer employs more than the number of full-time employees, determined on an annual full-time equivalent basis, than required in Exhibit A, for purposes of satisfying the “Minimum Annual Salary of California Full-time Employees Hired” and the “Cumulative Average Annual Salary of California Full-time Employees Hired,” Taxpayer may use the salaries of any of the full-time employees hired within the required time period. For purposes of calculating the “Minimum Annual Salary of California Full-time Employees Hired” and the “Cumulative Average Annual Salary of California Full-time Employees Hired,” the salary of any full-time employee that is not employed by Taxpayer for the entire taxable year shall be annualized. In addition, the salary of any full-time employee hired to fill a vacated position in which a full-time employee was employed during Taxpayer’s Base Year shall be disregarded.

  • Due Diligence Review; Information The Company shall make available, during normal business hours, for inspection and review by the Investors, advisors to and representatives of the Investors (who may or may not be affiliated with the Investors and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Company shall not disclose material nonpublic information to the Investors, or to advisors to or representatives of the Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

  • Development Milestones In addition to its obligations under Paragraph 7.1, LICENSEE specifically commits to achieving (either itself or through the acts of a SUBLICENSEE) the following development milestones in its diligence activities under this AGREEMENT: (a) (b).

  • Diligence Materials The Company has provided to the Representative and Representative Counsel all materials required or necessary to respond in all material respects to the diligence request submitted to the Company or Company Counsel by the Representative.

  • Project Specific Milestones In addition to the milestones stated in Section 212.5 of the Tariff, as applicable, during the term of this ISA, Interconnection Customer shall ensure that it meets each of the following development milestones: 6.1 Substantial Site work completed. On or before December 31, 2020 Interconnection Customer must demonstrate completion of at least 20% of project site construction. At this time, Interconnection Customer must submit to Interconnected Transmission Owner and Transmission Provider initial drawings, certified by a professional engineer, of the Customer Interconnection Facilities. 6.2 Delivery of major electrical equipment. On or before December 31, 2021, Interconnection Customer must demonstrate that all generating units have been delivered to Interconnection Customer’s project site.

  • Milestones Subject to the provisions of the SGIP, the Parties shall agree on milestones for which each Party is responsible and list them in Attachment 4 of this Agreement. A Party’s obligations under this provision may be extended by agreement. If a Party anticipates that it will be unable to meet a milestone for any reason other than a Force Majeure event, it shall immediately notify the other Parties of the reason(s) for not meeting the milestone and (1) propose the earliest reasonable alternate date by which it can attain this and future milestones, and (2) requesting appropriate amendments to Attachment 4. The Party affected by the failure to meet a milestone shall not unreasonably withhold agreement to such an amendment unless it will suffer significant uncompensated economic or operational harm from the delay, (1) attainment of the same milestone has previously been delayed, or (2) it has reason to believe that the delay in meeting the milestone is intentional or unwarranted notwithstanding the circumstances explained by the Party proposing the amendment.

  • Service Level Expectations Without limiting any other requirements of the Agreement, the Service Provider shall meet or exceed the following standards, policies, and guidelines:

  • Due Diligence Review Prior to the filing of the Registration Statement the Company shall make available for inspection and review by the Investor, advisors to and representatives of the Investor, any underwriter participating in any disposition of the Registrable Securities on behalf of the Investor pursuant to the Registration Statement, any such registration statement or amendment or supplement thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement.

  • Development Milestone Payments (i) In addition to the Closing Date Merger Consideration (less the Remaining Option Consideration and Rights Proceeds Amount, if any) and any Net TNF Sales Payments (as defined below), upon the attainment of the development ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. milestones set forth below (each, a “Development Milestone”), Parent shall, or shall cause the Surviving Corporation to, [**] after the occurrence of each Development Milestone, deliver to the Paying Agent (for further payment to the holders of Stock Certificates and Stock Agreements outstanding immediately prior to the Effective Time), via wire transfer of immediately available funds, the respective amounts set forth below minus, in each case, the applicable Contingent Consideration Distribution Fee associated therewith and any amount designated by the Stockholders’ Representatives to be placed in the Administrative Expense Account (each, a “Development Milestone Payment” and collectively, the “Development Milestone Payments”): (A) Upon FDA approval of Reslizumab for the treatment of eosinophilic esophagitis, a cash payment of [**]; (B) Upon marketing authorization of Reslizumab for the treatment of eosinophilic esophagitis being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; (C) If Res 5-0010 Asthma Study Completion has not occurred on or prior to the Closing Date, then upon the occurrence of the Res 5-0010 Asthma Study Completion, a cash payment of $50,000,000 (fifty million dollars) (the “Res 5-0010 Asthma Payment”); (D) Upon FDA approval of Reslizumab for any asthma indication, a cash payment of [**]; (E) Upon marketing authorization of Reslizumab for the treatment of any asthma indication being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; and (F) Upon FDA approval of an Oral Anti-TNF Product, a cash payment of [**].

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