Diligence Information. 2.4.1 Following a written request from Hyperion at any time during the Pre-Closing Period on or after ***, Ucyclyd shall make available to Hyperion in accordance with terms set forth in this Section 2.4 below, no later than *** after receipt of such request, the following information (the “Diligence Information”):
(a) a reasonably detailed summary of sales data for the Marketed Products for the most recent twelve (12) calendar months for which data is then available, broken down by calendar month, including (i) sales volumes and revenue by drug, formulation, and geography, (ii) itemized gross to net sales deductions, and (iii) activity in the patient assistance program (including the program vendor name, number of submitted requests, denied requests (with reasons for denial, if available), enrolled patients, and volume of drug consumed during the reporting period); provided, however, that in no circumstances shall Hyperion be provided with data regarding individually negotiated prices with particular customers;
(b) any inventory or shipment reports regarding the Marketed Products that Ucyclyd receives from Third Party vendors in the distribution channel for Marketed Products (including *** (or any successor distributor of the Marketed Products), Ucyclyd’s United States warehouse, and Ucyclyd’s Canadian warehouse), in each case covering the previous year, at monthly or quarterly intervals;
(c) the quantity and dating of available Inventory (including breakdowns for finished product and API) as well as a summary of any planned manufacturing runs for Marketed Products (including the approximate size and timing of such runs);
(d) a list of all Manufacturing Agreements then in force, along with copies of the Manufacturing Agreements that would be assigned to Hyperion upon the Marketed Products Closing Date;
(e) a list and description of all ongoing investigator-sponsored activities involving the Marketed Products or other investigator-sponsored use of the Marketed Products, in each case that are then being supported by Ucyclyd;
(f) the following information regarding manufacturing of Marketed Products:
(i) copies of batch records for all lots in commercial distribution and copies of certificates of analysis (CoAs) for such lots;
(ii) copies of batch records for those product lots for which product has expired less than one (1) year ago and copies of CoAs for such lots;
(iii) list of all lots then currently on stability, and corresponding stability reports for s...
Diligence Information. In connection with RCP's activities on your behalf, you will furnish RCP with all financial and other information regarding the Company that RCP reasonably believes appropriate to its assignment (all such information so furnished by the Company, whether furnished before or after the date of this Agreement, being referred to herein as the "Information"). The Company will provide RCP with reasonable access to the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company. You recognize and agree that RCP (i) will use and rely primarily on the Information and information available from generally recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors. We will maintain the confidentiality of the Information and, unless and until such information shall have been made publicly available by the Company or by others without breach of a confidentiality agreement, shall disclose the Information only as authorized by the Company or as required by law or by order of a governmental authority or court of competent jurisdiction. If we are legally required to make disclosure of any of the Information, we will give notice to the Company prior to such disclosure, to the extent that we can practically do so. The foregoing paragraph shall not apply to information that:
(i) at the time of disclosure by the Company is, or thereafter becomes, generally available to the public or within the industries in which the Company or its affiliates conduct business, other than as a direct result of a breach by us of our obligations under this Agreement;
(ii) prior to or at the time of disclosure by the Company, was already in the possession of, or conceived by, us or any of our affiliates, or could have been developed by them from information then in their possession, by the application of other information or techniques in their possession, generally available to the public, or available to us or our affiliates other than from the Company (including as previously provided to us by the Company);
(iii) at the time of disclosure by the Company or thereafter, is obtained by us or any of our affiliates from a...
Diligence Information. Seller has delivered to Purchaser through an electronic website or drop-box accessible via the website link set forth on Schedule 2.3 (the “Data Room”), for Purchaser’s review, material information and the documents concerning the Company, RHJV, the Subsidiaries and/or the Properties to the extent such information or documents are in Seller’s, reasonable control or possession, including, without limitation, the documents listed in the index of the Data Room, historical financial and operating statements, management agreements, capital budgets, organization charts and documentation, material loan and financing documents and budgets (the “Diligence Information”).
Diligence Information. Seller has provided to Purchaser and Purchaser acknowledges receipt of copies of all of the materials listed on Schedule 3.1 attached hereto (the "Due Diligence Materials"). All documentation, results of inspections, studies, tests and investigations and other information received or obtained by any agents or representatives of Purchaser pertaining to the Property, Seller, Tenant or the proposed sale transaction, including the Due Diligence Materials and any other information made available to Purchaser in the on-line data room established by Broker, shall be hereinafter collectively referred to as the "Diligence Information". The Confidentiality Agreement is hereby incorporated into this Agreement by this reference thereto as if fully set forth herein in its entirety. Except as otherwise expressly set forth in this Agreement, Seller makes no representations or warranties, either expressed or implied, and shall have no liability with respect to the accuracy or completeness of any Diligence Information and Purchaser shall make its own independent inquiry regarding the economic feasibility, physical condition and environmental state of the Property during the Due Diligence Period. Purchaser agrees to deliver to Seller complete copies of any revised Survey, environmental reports, property condition report and zoning report pertaining to the Property prepared by any third party for Purchaser promptly upon Seller's request.
Diligence Information. Medtronic has made available to Acorda all the information reasonably available to Medtronic that Acorda has requested. 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 Commission
Diligence Information. The information that Novavax has made available to Sanofi prior to the Effective Date in the electronic data room for Sanofi’s review prior to entering into this Agreement does not, to Novavax’s Knowledge, contain any untrue statement(s) of fact that Novavax would reasonably expect to be material to Sanofi’s decision to enter into this Agreement. To Novavax’s Knowledge, neither Novavax nor any of its Affiliates have knowingly withheld from Sanofi any correspondence received from any Regulatory Authority with respect to the Licensed COVID-19 Mono Product, Licensed COVID-19 Component, and Adjuvant that Novavax would reasonably expect to be material to Sanofi’s decision to enter into this Agreement.
Diligence Information
