General Diligence Obligation. Subject to the terms and conditions of this Agreement, with respect to CCP-08, following approval of the CCP-08 Product NDA, and with respect to Tuzistra XR, after the Effective Date, AYTU will exercise Commercially Reasonable Efforts to Market the Products to customers in the Territory during the Term of each such Product in accordance with the terms of this Agreement and with Applicable Law. Such efforts shall include, without limitation, the Launch of each Product not later than the required Launch Date for such Product, as set forth in Section 4.6, the preparation of an annual Marketing Plan for such Product, sales projections for such Product on an annual and Fiscal Quarter basis and such other responsibilities as more specifically provided herein. Without limiting the foregoing, AYTU shall:

Diligence. The Continuing Party will use Commercially Reasonable Efforts to Develop and Commercialize such Reversion Product in the Territory in a timely and effective manner and in compliance in all material respects with Applicable Law and applicable codes of conduct; provided that, for purposes of this Section 3.3(c) only, the definition of “Commercially Reasonable Efforts” will apply to the Reversion Product (in place of Product thereunder) and the clause “in the pharmaceutical industry by a company” will be replaced by “the applicable Continuing Party” and, in addition, the Continuing Party will at all times have the sole discretion to cease permanently to Research, Develop and Commercialize such Reversion Product as provided above.

Diligence. Following the successful completion by ​ of the Initial Development Activities in accordance with the Initial Development Plan and Budget and [[Organization A:Organization]] proceeding with the In-Licensing, [[Organization A:Organization]] shall use Commercially Reasonable Efforts to obtain all Regulatory Approvals for the initial Licensed Product containing or comprising the Lead Compound for the Initial Indications in accordance with the applicable Development Plan.

Diligence. During the Term of this Agreement, Zai Lab shall use Commercially Reasonable Efforts to implement the Development Plan to Develop at least one (1) Product. Without limiting the generality of the foregoing, Zai Lab will use, and will cause its Affiliates, licensees and/or sublicensees to use Commercially Reasonable Efforts to Develop, Manufacture, seek Regulatory Approval and Marketing Authorization for, and following Regulatory Approval or Marketing Authorization to Commercialize FUGAN in China. Zai Lab will also use, and will cause its Affiliates, licensees and/or sublicensees to use, Commercially Reasonable Efforts to assess the feasibility to Develop, Manufacture, seek Regulatory Approval or Marketing Authorization for, and following Regulatory Approval or Marketing Authorization, to Commercialize GRAPE in the Territory and FUGAN in countries and regions other than China, provided that the foregoing shall not be construed as requiring ZAI to conduct any Development program with respect to GRAPE. ​.

Diligence. Allena, with or through its Affiliates and Sublicensees, as applicable, shall use Commercially Reasonable Efforts to Develop and, after receipt of Regulatory Approval, Commercialize a Licensed Product for the treatment of hyperoxaluria.

Diligence. Allergan shall use Commercially Reasonable Efforts to Develop and seek Regulatory Approval for a Licensed Product ​ in the United States and ​ [[Unknown Identifier]] Countries.

Due Diligence. [[Organization B:Organization]] may audit [[Organization A:Organization]]’s Receivables and any and all records pertaining to the Collateral, at [[Organization B:Organization]]’s sole discretion and at Borrowers expense, provided, an audit must be completed at least once every six months. [[Organization B:Organization]] may at any time and from time to time contact Account Debtors and other persons obligated or knowledgeable in respect of Receivables to confirm the Receivable Amount of such Receivables, to determine whether Receivables constitute Eligible Receivables, and for any other purpose in connection with this Agreement. If any of the Collateral or [[Organization A:Organization]]'s books or records pertaining to the Collateral are in the possession of a third party, [[Organization A:Organization]] authorizes that third party to permit [[Organization B:Organization]] or its agents to have access to perform inspections or audits thereof and to respond to [[Organization B:Organization]]'s requests for information concerning such Collateral and records.

The Shareholders have been solely responsible for their own due diligence investigation of the Buyer and its business, and their analysis of the merits and risks of the investment made pursuant to this Agreement, and are not relying on anyone else’s analysis or investigation of the Buyer, its business or the merits and risks of the Common Stock other than professional advisors employed specifically by the Shareholders to assist the Shareholders.

Commercial Diligence. Licensee will use and will cause its Affiliates and Sublicensees, as applicable, to use Commercially Reasonable Efforts to Commercialize each Licensed Product in each country in the Territory where such Licensed Product is the subject of an existing Regulatory Approval or where Licensee or its designated Affiliates or Sublicensees seek and receive Regulatory Approval for such Licensed Product. To the extent that Licensee elects not to commercialize the Licensed Product (at all or for any indication) in any country in the Territory, Licensee shall notify Axsome of this decision and the business rationale therefore and, upon Axsome’s request, the Parties, in good faith, shall discuss such matter further.

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, upon reasonable prior notice, 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.