Commercially Reasonable Justification definition

Commercially Reasonable Justification means, with respect to WCCI’s obligations to use Commercially Reasonable Efforts, the [***]or [***]of (a) [***] (such as a [***], or [***], by [***]) that could be [***] to [***] and [***] and/or [***]; (b) [***]; (c) [***]; (d) [***] with respect to the [***] (including, without limitation, a [***]) that is [***]; or (e) [***] with respect to [***].
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Commercially Reasonable Justification means the existence or occurrence of one or more of the following events or justifications: (i) the occurrence of an event of Force Majeure; (ii) the adoption by a Regulatory Authority of any one or more regulations that become effective after the Effective Date and that materially affect the Development or clinical testing of the Product or the process for obtaining any Regulatory Approval, Pricing Approval, or Reimbursement Approval for the Product; and (iii) the occurrence of any event, condition or circumstance (including an event, condition or circumstance related to the manufacture or supply of the Product (or any material component thereof) for clinical studies or a regulatory action by any Regulatory Authority) with respect to the Product (or any material component thereof) that (A) involves the safety, toxicity, efficacy or pharmacokinetics of the Product or (B) prevents the use of the Product in humans (including, without limitation, as a result of patent or other blocking rights) and, in the case of clauses (A) or (B) above, is not attributable to (1) a breach by ILDONG of any obligation under this Agreement, (2) the failure of ILDONG to comply with any protocol, development plan or Applicable Laws with respect to the development of the Product, or (3) any grossly negligent or willful act or omission of ILDONG; or (C) that the ILDONG Diligence Failure is caused by ILDONG’s failure to take actions that would be in excess of Commercially Reasonable Efforts; provided, that, in any such case, ILDONG shall use Commercially Reasonable Efforts to mitigate the effect and duration of any such acceptable delay with respect to the Product that is the subject of the Diligence Failure Notice.
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Commercially Reasonable Justification means, with respect to WCCI’s obligations to use Commercially Reasonable Efforts, the [***]or [***]of (a) [***] (such as a [***], or [***], by [***]) that could be [***] to [***] and [***] and/or [***]; (b) [***]; (c) [***]; (d) [***] with respect to the [***] (including, without limitation, a [***]) that is [***]; or (e) [***] with respect to [***]. 1.17 “Commercialization Regulatory Approval” means, with respect to any Product, the Regulatory Approval required by Applicable Laws in the Territory to sell such Product for use in the Field in such Territory. “Commercialization Regulatory Approval” shall include, without limitation, the approval of any NDA, sNDA or other Drug Approval Application. 1.18 “Confidential Information” means (a) with respect to Paratek, all tangible embodiments of Paratek Technology, (b) with respect to WCCI, all tangible embodiments of WCCI Technology and (c) with respect to each Party, (i) all tangible embodiments of Joint Technology and (ii) with respect to a Party (the “receiving Party”), all information and Technology which are disclosed by the other Party or any of its Affiliates (the “disclosing Party”) to the receiving Party hereunder or to any of its employees, consultants, Affiliates or sublicensees, whether orally, visually, in writing or by way of any other media, that if disclosed in tangible form is marked “confidential,” or if disclosure is not in tangible form, the disclosing Party has notified the receiving Party at the time of disclosure that such disclosure is confidential and summarized such disclosure in writing, marking the summary “confidential” and submitting it to the receiving Party (or, if applicable, to such of the receiving Party’s Affiliates or sublicensees to whom disclosure has been made) within thirty (30) days of the disclosure; provided, however, that the term “Confidential Information” shall not mean or include any such Technology or information, or any portion thereof, that (A) as of the date of productions development or disclosure is known to the receiving Party, its Affiliates or sublicensees, as demonstrated by credible written documentation, other than by virtue of a prior confidential disclosure by the disclosing Party to such receiving Party or any of its Affiliates or sublicensees; (B) as of the date disclosure is in, or subsequently enters, the public domain, through no fault or omission of the receiving Party or any of its Affiliates or sublicensees; (C) is obtained from a Third Party ...
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Examples of Commercially Reasonable Justification in a sentence

  • If Paratek does not receive a Commercially Reasonable Justification from WCCI within such thirty (30) day period or if Paratek and WCCI are not able to resolve any disagreement with respect to a WCCI Diligence Failure within sixty (60) days after WCCI’s receipt of the Diligence Failure Notice, then either Paratek or WCCI, acting alone, may at any time following WCCI’s receipt of such Diligence Failure Notice by delivery to the.

Related to Commercially Reasonable Justification

  • Commercially Reasonable or “Commercially Reasonable Efforts” means, with respect to any action required to be made, attempted or taken by a Party under this Agreement, the level of effort in light of the facts known to such Party at the time a decision is made that: (a) can reasonably be expected to accomplish the desired action without a material increase in costs incurred by such Party; (b) is consistent with Prudent Industry Practices; and (c) takes into consideration the amount of advance notice required to take such action, the duration and type of action and the competitive environment in which such action occurs.

  • Commercially Reasonable Efforts means efforts which are designed to enable a Party, directly or indirectly, to satisfy a condition to, or otherwise assist in the consummation of, the transactions contemplated by this Agreement and which do not require the performing Party to expend any funds or assume liabilities, other than expenditures and liabilities which are reasonable in nature and amount in the context of the transactions contemplated by this Agreement.

  • Reasonable Commercial Efforts means, with respect to the applicable obligation of the Company, reasonable commercial efforts for similarly situated, publicly-traded companies.

  • Reasonable grounds means that a reasonable person in your position would also suspect the information indicates misconduct or a breach of the law.

  • Reasonable Efforts means, with respect to any action required to be made, attempted, or taken by an Interconnection Party or by a Construction Party under Tariff, Part IV or Tariff, Part VI, an Interconnection Service Agreement, or a Construction Service Agreement, such efforts as are timely and consistent with Good Utility Practice and with efforts that such party would undertake for the protection of its own interests. Regional Entity:

  • Commercially Useful Function means responsibility for the execution of a distinct element of the work of the contract, which is carried out by actually performing, managing, and supervising the work involved, evidencing the responsibilities and risks of a business owner such as negotiating the terms of (sub)contracts, taking on a financial risk commensurate with the contract or its subcontract, responsibility for acquiring the appropriate lines of credit and/or loans, or fulfilling responsibilities as a joint venture partner as described in the joint venture agreement.

  • Reasonable assurance means a high degree of confidence that submitted data and statements are valid.

  • Reasonable pupil means a pupil, including, but not limited to, an exceptional needs pupil, who exercises average care, skill, and judgment in conduct for a person of his or her age, or for a person of his or her age with his or her exceptional needs.

  • Reasonable Best Efforts means best efforts, to the extent commercially reasonable.

  • reasonable possibility means that there is a cause and effect relationship between the investigational product, study device and/or study procedure and the AE.

  • Contractor Commercially Sensitive Information means the information listed in the Contractor Commercial Sensitive Information Annex to the Contract being information notified by the Contractor to the Authority which is acknowledged by the Authority as being commercially sensitive information.

  • Reasonable suspicion means a basis for forming a belief based on specific facts and rational inferences drawn from those facts.

  • Commercially Sensitive Information means the Information (i) listed in the Commercially Sensitive Information Schedule; or (ii) notified to the Authority in writing (prior to the commencement of this Contract) which has been clearly marked as Commercially Sensitive Information comprised of information:

  • Reasonable person means a reasonable person under similar circumstances and with similar identities to the victim.

  • Reasonable Distance means a distance that has regard to the Employee’s original work location, current home address, capacity of the Employee to travel, additional travelling time, effects on the personal circumstances of the affected Employee, including family commitments and responsibilities and other matters raised by the Employee, or assistance provided by their Employer.

  • Reasonable Steps means those steps the Receiving Party takes to protect its own similar proprietary and confidential information, which must not be less than a reasonable standard of care.

  • Commercially Sensitive Information Schedule means the Schedule containing a list of the Commercially Sensitive Information.

  • Reasonable and Customary means, in relation to a charge for Medical Service, such level which does not exceed the general range of charges being charged by the relevant service providers in the locality where the charge is incurred for similar treatment, services or supplies to individuals with similar conditions, e.g. of the same sex and similar Age, for a similar Disability, as reasonably determined by the Company in utmost good faith. The Reasonable and Customary charges shall not in any event exceed the actual charges incurred.

  • Best management practice (BMP means a structural device or nonstructural practice designed to temporarily store or treat stormwater runoff in order to mitigate flooding, reduce pollution, and provide other amenities.

  • Reasonable in the circumstances means using no more force than is needed.

  • Confidential commercial information means records provided to the govern- ment by a submitter that arguably contain material exempt from release under Exemption 4 of the Freedom of Information Act, 5 U.S.C. 552(b)(4), be- cause disclosure could reasonably be expected to cause substantial competi- tive harm.

  • Best management practice or “BMP” means structural or non-structural measures, practices, techniques or devices employed to avoid or minimize sediment or pollutants carried in runoff to waters of the state.

  • Best Efforts the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible.

  • Best management practices (BMP) means schedules of activities, prohibitions of practices, maintenance procedures, and other management practices to prevent or reduce the pollution of waters of the United States. BMPs include treatment requirements, operation procedures, and practices to control plant site runoff, spillage or leaks, sludge or waste disposal, or drainage from raw material storage.

  • professional diligence means the standard of skill and care that a Member would be reasonably expected to exercise towards a Client, commensurate with-

  • Cooperation shall refer to those provisions set forth below in Paragraphs 41–42 of this Agreement and Paragraphs 1–9 in Appendix A.