Distribution Diligence. In each country of the Territory, the Licensee shall, acting in compliance with all Applicable Laws, use commercially reasonable endeavours to commercialise and maximise access to the Licensed Product(s) as soon as it has obtained relevant marketing authorisation(s) for such Product(s) in the relevant country.
Distribution Diligence. In fulfillment of its obligations under this Agreement, during the Term Distributor shall: maintain levels of inventory, after the Commencement Period, of each of the Licensed Products no greater than is reasonable and consistent with customary industry practice and Distributor's historical sales patterns of the Licensed Products to its customers; provide, at its expense, a traceability system for the Licensed Products reasonably comparable to customary industry practices; use Commercially Reasonable Efforts to ensure that all sales force personnel promote the Licensed Products in a manner that is consistent with the Licensed Products' applicable Licensed Product Registration and labeling and that is permitted by Applicable Laws. If Distributor becomes aware of any such activity in contravention of the immediately foregoing standards, Distributor shall take prompt affirmative action to ensure that such activity shall cease, and take additional remedial action to advise its sales personnel concerning the activities described in this subsection; use Commercially Reasonable Efforts not to take any action which constitutes a violation of Applicable Laws or breach of this Agreement and would have a material adverse impact on: the commercialization of the Licensed Products in the Territory; or the then existing business of MPL, its Affiliates and licensees with respect to the Licensed Products outside of the Territory; assist MPL in obtaining, as soon as reasonably practicable following the Effective Date, and no later than six (6) months following the Effective Date, at MPL's sole and exclusive expense, any and all requisite NDCs in Distributor's name for the Licensed Products, and, except as otherwise provided in this Agreement, obtain any and all governmental approvals as are required for Distributor to fulfill its obligations hereunder. MPL shall cause the NDC number obtained by Distributor to appear on all Licensed Products (other than Licensed Products consisting of current inventory of finished goods) sold by MPL to Distributor as soon as reasonably practicable; maintain the availability of the current package inserts with respect to the Licensed Products on any website maintained by Distributor or its Affiliates for the distribution, marketing, promotion, detailing, advertising or sale of the Licensed Products and at such other locations where Distributor or any such Affiliates make information regarding the Licensed Products available; and use Commercia...
Distribution Diligence. MEIJI shall use commercially reasonable efforts to promote the distribution of the Licensed Product in the Territory including but not limited to hiring, training and maintaining a sales force dedicated to the marketing and sale of products for CNS Disorders, which shall make sales calls of a quantity and in a manner consistent with accepted business practices. MEIJI shall also provide appropriate periodic educational programs for its sales force and make expenditures consistent with products of comparable market potential.
