Example ContractsClausesOverview; Diligence
Overview; Diligence
Overview; Diligence contract clause examples

Overview; Diligence. Subject to the terms and conditions of this Agreement (including the diligence obligations set forth below), Apollomics shall be solely responsible for the Development of Licensed Products in the Field in the Apollomics Territory, at its own cost and expense (except as otherwise expressly set forth herein), including all non-clinical and clinical studies and collection of CMC Information, as necessary to obtain Regulatory Approval for Licensed Products in any Region in the Apollomics Territory. Apollomics shall use Commercially Reasonable Efforts to Develop and obtain Regulatory Approval for Licensed Products in the Field in each Region in the Apollomics Territory. Without limiting the generality of the foregoing, Apollomics shall # conduct its Development activities under and in accordance with the Development Plan, including spending the minimum amount on Development activities as well as Manufacturing activities related to such Development, as are set forth in the Initial Development Plan, and # complete the first dosing of the first patient in the first Clinical Trial for a Licensed Product within ​ of the Effective Date, provided that Apollomics may request a one-time extension of an additional ​ by submitting a written request to the JDC for review and approval.

Overview; Diligence. Subject to the terms and conditions of this Agreement (including the diligence obligations set forth below), [[3D Medicines:Organization]] shall be solely responsible for the Development of Licensed Products in the Field in the [[3D Medicines:Organization]] Territory, at its own cost and expense (except as otherwise expressly set forth herein), including (except as set forth in [Section 4.6]) all non-clinical and clinical studies and collection of CMC Information, as necessary to obtain Regulatory Approval for Licensed Products in any Region in the [[3D Medicines:Organization]] Territory. [[3D Medicines:Organization]] shall use Commercially Reasonable Efforts to Develop and obtain Regulatory Approval for Licensed Products in the Field in each Region in the [[3D Medicines:Organization]] Territory, provided that [[3D Medicines:Organization]] shall not be liable for any delays in any Development activities that are caused by any force majeure event as specified in [Section 15.2] or [[Aravive:Organization]]’s failure to provide to [[3D Medicines:Organization]] Product Materials that are necessary for the performance of such Development activities, except to the extent [[Aravive:Organization]]’s failure to provide such Product Materials is caused by [[3D Medicines:Organization]]’ action or inaction. Without limiting the generality of the foregoing, [[3D Medicines:Organization]] shall use Commercially Reasonable Efforts to conduct its Development activities under and in accordance with the Development Plan, as well as Manufacturing activities related to such Development, as set forth in the Initial Development Plan. In addition to the foregoing, [[3D Medicines:Organization]] shall: # ​, # ​, and # ​. For clarity, ​.

Overview. The Parties have established a joint steering committee (the “Joint Steering Committee” or the “JSC”) which shall oversee the Joint Venture between the Parties.

Overview. Subject to, and in accordance with, the terms and conditions of this Agreement and all Applicable Laws, each Party, at its sole cost and expense, will be solely responsible for Commercializing the Products in its respective Territory, including market planning and implementation, distribution, sales booking, pricing and reimbursement activities with respect thereto.

Overview. From and after the Effective Date, # Licensee will, subject to the terms of this Agreement, be responsible for Development of the Licensed Product in the Field for the Territory, and # Acorda will remain responsible for Development of the Licensed Product in the Field in the Acorda Territory, the Manufacture of the Licensed Product worldwide, and the worldwide Development and Commercialization of the Licensed Product outside the Field. While the Parties may choose, at their sole discretion, to work together on particular projects (including in accordance with Section 5.4(b)(ii)(A)), except as otherwise provided in this Agreement, the Parties will operate independently in their activities for their respective Development of the Licensed Product, but will provide access to certain information to the JSC (or any subcommittee thereof) and to each other as expressly described in this Agreement. The Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets ​ and an asterisk*, have been separately filed with the Securities and Exchange Commission.

Overview; Diligence. Subject to the terms and conditions of this Agreement (including the diligence obligations set forth below), Apollomics has the sole right and responsibility for all aspects of the Commercialization of Licensed Products in the Field in the Apollomics Territory, including: # developing and executing a commercial launch and pre-launch plan, # negotiating with applicable Governmental Authorities regarding the price and reimbursement status of Licensed Products; # marketing, advertising and promotion; # booking sales and distribution and performance of related services; # handling all aspects of order processing, invoicing and collection, inventory and receivables; # providing customer support, including handling medical queries, and performing other related functions; and # conforming its practices and procedures to Applicable Laws relating to the marketing, detailing and promotion of Licensed Products in the Field in the Apollomics Territory. Apollomics shall bear all of the costs and expenses incurred in connection with such Commercialization activities. Apollomics shall use Commercially Reasonable Efforts to Commercialize the Licensed Products in the Apollomics Territory and to aggressively market and sell the Licensed Products in the Apollomics Territory and to expand annual Net Sales of the Licensed Products in the Apollomics Territory. Without limiting the generality of the foregoing, Apollomics shall use Commercially Reasonable Efforts to conduct its Commercialization activities under and in accordance with the Commercialization Plan.

Overview. Subject to the terms and conditions of this Agreement, the Parties will collaborate with respect to the Development of the Compound and Products and share the Data resulting from such collaboration as provided in this Article 4 to facilitate the Development of the Compound and Products throughout the Licensee Territory and the Ovid Territory.

Overview; Diligence. Subject to the terms and conditions of this Agreement (including the diligence obligations set forth below), [[3D Medicines:Organization]] shall have the sole right and responsibility for and have operational control over all aspects of the Commercialization of Licensed Products in the Field in the [[3D Medicines:Organization]] Territory, including: # developing and executing a commercial launch and pre-launch plan, # negotiating with applicable Governmental Authorities regarding the price and reimbursement status of Licensed Products; # marketing, advertising and promotion; # booking sales and distribution and performance of related services; # handling all aspects of order processing, invoicing and collection, inventory and receivables; # providing customer support, including handling medical queries, and performing other related functions; and # conforming its practices and procedures to applicable Laws relating to the marketing, detailing and promotion of Licensed Products in the Field in the [[3D Medicines:Organization]] Territory. [[3D Medicines:Organization]] shall bear all of the costs and expenses incurred in connection with such Commercialization activities. [[3D Medicines:Organization]] shall use Commercially Reasonable Efforts to Commercialize the Licensed Products in the [[3D Medicines:Organization]] Territory and to actively market and sell the Licensed Products in the [[3D Medicines:Organization]] Territory and to expand annual Net Sales of the Licensed Products in the [[3D Medicines:Organization]] Territory. Without limiting the generality of the foregoing, [[3D Medicines:Organization]] shall use Commercially Reasonable Efforts to conduct its Commercialization activities under and in accordance with the Commercialization Plan.

The Parties shall discuss the regulatory strategy for the Products in their respective Territories through the JSC in order to identify any material risk, value and impact on regulatory assessment and labeling, in markets throughout the world. [[Forty Seven:Organization]] shall prepare and present at a JSC meeting for discussion a global registration strategy for such Product for consistency of content and labeling, and optimal filing timelines (parallel and staggered) for markets throughout the world (such strategy, and any amendments thereto, the “Global Registration Strategy”). Each Party’s registration plan for its respective Territory (such plan, and any amendments thereto, the “Registration Plan”) shall, to the extent reasonably practicable and subject to Section 3.3.2, be aligned with the Global Registration Strategy. Each Party will deliver to the JSC an update of the relevant sections of its Registration Plan no less frequently than twice per Calendar Year during the Term. Ono will be solely responsible for all decisions regarding the day-to-day conduct of registration activities within the Ono Territory. [[Forty Seven:Organization]] will be solely responsible for all decisions regarding the day-to-day conduct of registration activities within the [[Forty Seven:Organization]] Territory.

Overview. During the Term, Licensee will be solely responsible for the Development, Manufacture, and Commercialization, including all costs thereof, of Compound and the Products in the Field in the Territory.

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