Example ContractsClausesDiligence; Standards of Conduct
Diligence; Standards of Conduct
Diligence; Standards of Conduct contract clause examples

Standards of Conduct; Noncompetition. You agree not to engage in any conduct during the Consulting Period that is detrimental to the interests of the Company. You further agree during the Consulting Period that you will not, directly or indirectly, as an officer, director, employee, consultant, owner, manager, member, partner, or in any other capacity solicit, perform, or provide, or attempt to perform or provide Conflicting Services in the United States, nor will you assist another person to solicit, perform or provide or attempt to perform or provide Conflicting Services in the United States. You and the Company agree that for purposes of this Agreement, “Conflicting Services” means any product, service, or process or the research and development thereof, of any person or organization other than the Company that is substantially similar to or competitive with a product, service, or process, including the research and development thereof, of the Company. Notwithstanding the above, you will not be deemed to be engaged directly or indirectly in any Conflicting Services if you participate in any such business solely as a passive investor in up to one percent (1%) of the equity securities of a company or partnership, the securities of which are publicly traded.

Diligence; Standards of Conduct. Kyorin will use Commercially Reasonable Efforts to obtain Regulatory Approval for the Licensed Product in the Kyorin Territory, and aTyr will use Commercially Reasonable Efforts to obtain Regulatory Approval for the Licensed Product in the United States. aTyr will, at Kyorin’s request, provide reasonable assistance to Kyorin in its preparation of the Regulatory Materials for consultation with the Regulatory Authority or Regulatory Filing for the Licensed Product in the Kyorin Territory and subsequent regulatory correspondences with respect to such consultation or Regulatory Filing in the Kyorin Territory, which assistance includes aTyr providing Kyorin with the information on the ​. Any costs incurred by aTyr in providing such assistance will be Development Costs for which Kyorin shall reimburse aTyr as provided in [Section 3.1.1].

Standards of Conduct; Noncompetition. You agree not to engage in any conduct during the Consulting Period that is detrimental to the interests of the Company. You further agree during the Consulting Period that you will not, directly or indirectly, as an officer, director, employee, consultant, owner, manager, member, partner, or in any other capacity solicit, perform, or provide, or attempt to perform or provide Conflicting Services in the United States, nor will you assist another person to solicit, perform or provide or attempt to perform or provide Conflicting Services in the United States. You and the Company agree that for purposes of this Agreement, “Conflicting Services” means any product, service, or process or the research and development thereof, of any person or organization other than the Company that is substantially similar to or competitive with a product, service, or process, including the research and development thereof, of the Company. Notwithstanding the above, you will not be deemed to be engaged directly or indirectly in any Conflicting Services if you participate in any such business solely as a passive investor in up to one percent (1%) of the equity securities of a company or partnership, the securities of which are publicly traded.

Diligence; Standards of Conduct. Each Party shall use Commercially Reasonable Efforts to carry out the tasks assigned to it under the Development Plan in a timely and effective manner. Each Party shall conduct its activities under the Development Plan in a good scientific manner and in compliance in all material respects with all applicable laws and regulations. Without prejudice to the aforesaid, the Party responsible for the conduct of any Clinical Trials hereunder shall perform such Clinical Trials in a good scientific manner, in compliance with all applicable

Standards of Conduct. Each Party shall perform, and shall ensure that its Affiliates, Sublicensees and Third-Party contractors perform, the Development activities with respect to Product in good scientific manner, and in compliance in all material respects with the requirements of Applicable Law.

Diligence; Standards of Conduct. Kyorin will use Commercially Reasonable Efforts to # perform all Commercialization activities for such Licensed Product in accordance with the Commercialization Plan; # obtain the NHI Price Listing at a price that is ​; and # obtain the NHI Price Listing within a reasonable time after having received approval from the Regulatory Authority to Commercialize Licensed Product in, as applicable, the Lead Indication or any other Additional Indication that is the subject of its corresponding Kyorin Development Plan in the Kyorin Territory, and will begin to Commercialize such Licensed Product in the Lead Indication or such Additional Indication, as applicable, in the Kyorin Territory within ​ months of having obtained such NHI Price Listing.

Standards of Conduct. Each Party shall perform, and shall ensure that its Affiliates, (sub)licensees and Third Party contractors perform, all Commercialization activities in a good scientific and ethical business manner and in compliance with Applicable Laws. Verrica and its Sublicensees (and their respective Affiliates) shall not knowingly promote or sell (or encourage or facilitate the sale of) any Product for use in the Retained Field. Verrica and its Sublicensees (and their respective Affiliates) shall not provide funding to or otherwise support continuing education programs for sales representatives or medical professionals in which information is provided about the use of any Product for use in the Retained Field. Lytix and its licensees (and their respective Affiliates) shall not knowingly promote or sell (or encourage or facilitate the sale of) any Product for use in the Licensed Field. Lytix shall not provide funding to or otherwise support continuing education programs for its sales representatives or medical professionals in which information is provided about the use of any Product in the Licensed Field. Each Party represents that it has established or will establish, and shall follow, its own internal policies, procedures and standards for promotion, Clinical Trials, Medical Education Activities and other sales and marketing activities for Products in the Licensed Field (with respect to Verrica) and the Retained Field (with respect to Lytix), to ensure compliance with Applicable Laws.

Diligence; Standards of Conduct. Notwithstanding anything in this Agreement to the contrary, each Party will use Commercially Reasonable Efforts to # timely perform the Development activities to be performed by it as specified under the Global Development Plan or the aTyr Development Plan (until the initial Global Development Plan is finalized in accordance with Section 3.2.1) and the Kyorin Development Plan, as applicable, for a specific Licensed Product; and # timely Develop a Licensed Product in the Lead Indication and in each Additional Indication that is the subject of the Global Development Plan or the aTyr Development Plan (until the initial Global Development Plan is finalized in accordance with Section 3.2.1) and the Kyorin Development Plan, as applicable. Without limiting the generality of the foregoing requirements, and subject to aTyr completing transfer of the aTyr Licensed Know-How in existence as of the Effective Date in accordance with the Technology Transfer Plan, Kyorin will use Commercially Reasonable Efforts to: # ​ for the Licensed Product with Regulatory Authorities in the Kyorin Territory on or before the ​ month anniversary of the Effective Date and # subject to availability of Licensed Product under the Clinical Supply Agreement, ​ of the Licensed Product within ​ months after ​ for the Licensed Product by Regulatory Authorities in the Kyorin Territory.

Each Party shall perform and shall ensure that its third party contractors perform, all regulatory activities in good scientific manner and in compliance with Applicable Laws. Each Party shall have and maintain in full force and effect any and all licenses, permits, authorizations, registrations and qualifications from all governmental ministries and agencies, to the extent necessary or appropriate to perform its obligations under this Agreement. Neither Party shall be required to perform or omit to perform any act required or permitted under this Agreement if such performance or omission would violate the provisions of any Applicable Laws.

Standards of Conduct; Compliance. Each Party shall perform, or shall ensure that each of its Affiliates, Sublicensees, and subcontractors perform, all Commercialization activities in a professional and ethical business manner and in compliance with Applicable Laws, the Approved Labeling, and the applicable [[Unknown Identifier]] Co-Commercialization Plan.

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