Distribution Diligence Sample Clauses

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.
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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...
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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.
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Distribution Diligence. In fulfillment of its obligations under this Agreement, commencing on the Commencement Date and continuing during the Term Myogen will:
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Related to Distribution Diligence

  • Commercialization Diligence Novartis shall dedicate commercially reasonable efforts, during each [**] month period, necessary to commercialize a Licensed Product for a Profile, after receipt of Regulatory Approval therefor, in any of the U.S., Japan or the EU Major Market Countries. If Novartis commercializes a Licensed Product for a Profile, after receipt of Regulatory Approval therefor, in any of the U.S., Japan or the EU Major Market Countries, Novartis will be deemed to satisfy all diligence obligations with respect to such Profile.

  • Distribution Activities All distribution activities engaged in by Distributor and its Representatives with respect to the Contracts shall be in compliance with all applicable federal and state securities laws and regulations, with NASD Rules, as well as with all applicable insurance laws and regulations, including any laws and regulations related to suitability, any other applicable federal or state law, rule, or regulation, and any of the policies and procedures that NW may issue from time to time. In particular, without limiting the generality of the foregoing:

  • Liquidation Distribution Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

  • Development Diligence Novartis shall dedicate commercially reasonable efforts, during each [**] month period, necessary to continue the advancement of Licensed Compounds and Licensed Products with respect to at least one Profile towards the next clinical Development milestone or approval milestone, as described in Sections 7.4.2 or 7.4.3, respectively. If Novartis (itself or through its Affiliates or sublicensees) fails to dedicate commercially reasonable efforts, during any [**] month period, necessary to continue the advancement of Licensed Compounds and Licensed Products with respect to at least one Profile towards such next milestone, then any dispute regarding Novartis’ failure of development diligence with respect to such Profile shall be resolved in accordance with Article 13.

  • Liquidation Distributions All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable year (or, if later, within 90 days after said date of such occurrence).

  • Commercialization Efforts The RECIPIENT shall, including whether through its own efforts or the efforts of a licensee under a License Agreement allowed by the terms of this Attachment, use diligent and commercially reasonable efforts to commercialize at least one Commercial Product or Commercial Service or otherwise bring to practical application the Project Results in accordance with the commercial development plan submitted with the Application and including any changes to such commercial development plan in accordance with Section D3.01. For the avoidance of doubt, partnering or licensing activities shall be considered to be efforts to commercialize.

  • Distribution Services The Distributor shall sell and repurchase Shares as set forth below, subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"):

  • ACCESS AND COOPERATION; DUE DILIGENCE (a) Between the date of this Agreement and the Funding and Consummation Date, the COMPANY will afford to the officers and authorized representatives of METALS and the Other Founding Companies access to all of the COMPANY's sites, properties, books and records and will furnish METALS with such additional financial and operating data and other information as to the business and properties of the COMPANY as METALS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with METALS and the Other Founding Companies, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. METALS, NEWCO, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, METALS will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.

  • Commercial Diligence Upon execution of this Agreement, Licensee shall diligently proceed with Commercially Diligent Efforts to develop, manufacture, practice, sell and use the Licensed Products in order to make them readily available to the general public as soon as possible on commercially reasonable terms. Licensee shall continue active, diligent Commercially Diligent Efforts for one or more Licensed Product(s) throughout the term of this Agreement (“Actively Commercializing”). In addition, Licensee shall perform at least the following obligations as part of its due diligence activities hereunder:

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