Distribution Obligations. (a) The Underwriters shall, and shall use commercially reasonable efforts to require any investment dealer (other than the Underwriters) with which the Underwriters have a contractual relationship in respect of the distribution of the Offered Units (each, a “Selling Firm”) to agree to, comply with the Applicable Securities Laws in connection with the distribution thereof and shall offer the Offered Units for sale to the public only in the Selling Jurisdictions where they may lawfully be offered for sale directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriters shall, and shall use commercially reasonable efforts to require any Selling Firm to agree to, offer for sale to the public and sell the Offered Units only in those jurisdictions that comply with Section 2 and where they may be lawfully offered for sale or sold and shall seek the prior consent of the Company, such consent not to be unreasonably withheld, regarding the jurisdictions other than the Qualifying Jurisdictions and the United States where the Offered Units are to be offered and sold, provided that such offer and sale will not require the Company to comply with the registration, prospectus, filing or continuous disclosure or other similar requirements under the Applicable Laws of such other jurisdiction or pay any additional governmental filing fees which relate to such other jurisdictions. The Underwriters shall use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Units as soon as reasonably practicable but in any event no later than 42 days after the date of the Final Receipt; and (ii) as soon as practicable after the completion of the distribution of the Offered Units, and in any event within 30 days after the later of the Closing Date or the last Option Closing Date and provide the Company with a breakdown of the number of Offered Units distributed in the Qualifying Jurisdictions and in any other Selling Jurisdictions.
(b) The Underwriters and any Selling Firm shall be entitled to offer and sell the Offered Units to purchasers in the United States solely pursuant to an applicable exemption or exemptions from the registration requirements of the U.S. Securities Act and the registration or qualification requirements of applicable state securities laws, and in other jurisdictions outside of Canada and the United States that comply with Section 2 in acco...
Distribution Obligations. (a) Licensor acknowledges that Applicable Law requires a third party to transport and distribute the Licensed Products (the “Distributor”) on behalf of Licensee in the Distribution Territory. Licensor hereby authorizes Licensee to appoint a Distributor, in its sole discretion, as its authorized Distributor of the Licensed Products in the Distribution Territory. Licensor accepts Licensee’s appointment and Licensee agrees that it shall appoint a Distributor that shall be licensed under Applicable Law to act in such capacity as described in this Agreement. Notwithstanding anything to the contrary, all of Licensee’s warranties, representations and covenants hereunder shall apply to the acts and omissions of the Distributor and Licensee shall remain primarily liable hereunder for any acts and omissions the Distributor as if committed by Licensee.
(b) Licensee agrees to use best efforts to promote the sale of Licensed Products throughout the Distribution Territory to Licensee Retail Stores and third-party retail locations (collectively, “Retailers”).
(c) Licensee agrees to maintain and store, the Licensed Products in accordance with those Quality Standards set forth in this Agreement, as may be amended from time to time, and to exercise reasonable efforts to ensure that all Retailers purchasing and selling the Licensed Products maintain, store, and dispense the Licensed Products in accordance with said Quality Standards.
(d) Licensee shall exercise reasonable efforts to ensure that all Retailers shall, rotate Licensed Products on a first-in, first-out basis and only sell Licensed Products with a minimum of ninety (90) days of remaining shelf life. Under no circumstances shall Licensee sell Licensed Product that has exceeded its shelf life or knowingly allow Retailers to do so.
Distribution Obligations. Distributor shall comply with all Applicable Laws and act in a manner consistent with industry practices as a pharmaceutical distributor, including: (a) store, handle and distribute its inventory of the Products in clean and sanitary conditions as required to maintain the quality and traceability of the Products, and in accordance with the labeling for the Products; (b) not alter the Products in any manner; (c) comply with the Act and all other applicable federal, state and local food, health and other relevant laws and regulations within the Territory in connection with its distribution and sale of the Products; and (d) not promote or market the Products in any manner which is inconsistent with the labeling of the Products or applicable laws and regulations (including without limitation, 21 CFR Section 201), or otherwise make any false or misleading representations to customers or others regarding the Products.
Distribution Obligations. In fulfillment of its obligations under this Agreement, commencing on the Commencement Date and continuing during the Term, Prometheus will:
(a) use Commercially Reasonable Efforts to sell, market, Detail (only after appropriate training), promote, advertise and distribute the Products in a manner that will not have a material adverse effect on the Products;
(b) provide and maintain, at its expense, a prescribing program call center ("Prescribing Program Call Center") and will collect and maintain all data arising therefrom; provided that GSK shall make its medical affairs group reasonably accessible to Prometheus for the purposes of responding to inquiries from the Prescribing Program Call Center;
(c) not take any action relating to the Products which constitutes a material violation of Applicable Law or a material breach of this Agreement;
(d) accept Customer Orders for the Products in the Territory from Customers;
(e) establish and maintain systems for supporting and responding to medical and Customer inquiries;
(f) store, release and transport the Products in accordance with cGMPs, Specifications and Applicable Laws;
(g) communicate with wholesale distributors in connection with the distribution of the Products;
(h) purchase the Products from GSK in accordance with Article IV of this Agreement;
(i) not repackage or cause any Third Party to repackage any of the Products except with GSK's prior written consent;
(j) in accordance with the terms of Section 3.6, report rebates for the Products to applicable Governmental Authorities and maintain the systems necessary, at Prometheus' expense, to conduct such reporting activities; and
(k) report all Adverse Events (including, without limitation, Serious Adverse Events) (as such terms are defined in the Safety Data Exchange Agreement) to GSK in accordance with the terms of the Safety Data Exchange Agreement entered into by the Parties as of the Execution Date in form attached hereto as Exhibit A.
Distribution Obligations. Prior to initiating commercialization of the Development Products and Readers, the Parties shall establish the duties of each with respect to providing technical/customer support for the Development Products and the Readers. Each of NANOGEN and PBM shall use commercially reasonable efforts, and require its subdistributors to use commercially reasonable efforts to promote, market distribute, sell and provide technical/customer support for the Development Products and the Reader in the territories in which they sell Development Products and Readers.
Distribution Obligations. From and after the Effective Time (as hereinafter defined), if any Operating Partnership does not have sufficient cash available to make its quarterly Common OP Distributions in an amount equal to either (i) a specified distribution as set forth in the applicable Operating Agreement with respect to the holder of such Common OP Unit or (ii) the cash dividend payable with respect to a whole or fractional share of LXP common shares into which such Common OP Unit would be converted if such Common OP Unit would be redeemed for LXP common shares, as set forth in the applicable Operating Agreement, then LXP and the other Operating Partnerships hereby jointly and severally undertake to fund such Operating Partnership with, as applicable, the difference between (x) the lesser of the amount set forth in the foregoing clause (i) or (ii) and (y) the amount of cash available to such Operating Partnership for distribution (the “Shortfall”), subject to the terms and conditions set forth herein.
(a) The Operating Partnerships shall be required to create and maintain reserves as appropriate to fund their foregoing obligation.
(b) With respect to their joint obligations to each other, each Operating Partnership (other than the Operating Partnership that has a Shortfall) (the “Non-Shortfall OPs”) and LXP shall be responsible to fund its Pro Rata Share (defined below) of the Shortfall on the date determined by LXP in its discretion. Each Non-Shortfall OPs and LXP’s “Pro Rata Share” shall mean for this purpose as of the relevant date, 100% times a fraction:
Distribution Obligations. (a) Gilead shall have the sole responsibility and right to fill orders with respect to the Combination Product on behalf of the JV; provided, however, in the case of Combination Product to be distributed in Canada, Gilead shall [ * ] the Combination Product as set forth in that certain distribution and supply agreement (“Canada Distribution and Supply Agreement”) to be entered into by the Parties within [ * ] the Amended Effective Date substantially on the terms outlined in Annex P2. Annex P2 also sets forth, solely for illustrative purposes, a schematic outlining the contemplated manufacturing/commercial structure in Canada. The Parties expressly agree that on all Combination Product label, packaging and promotional materials in Canada the [ * ]
(b) If for any reason BMS receives sales orders for the Combination Product, it shall promptly forward such order to Gilead. An order for the Combination Product may be rejected by Gilead only if such rejection is commercially reasonable under the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Distribution Obligations. (a) Licensor acknowledges that Applicable Law requires a third party to transport and distribute the Licensed Products (the “Distributor”) on behalf of Licensee in the Distribution Territory. Licensee and each Licensed Operator shall appoint a Distributor, in its sole discretion to act in such capacity as described in this Agreement.
(b) Licensee and each Licensed Operator agrees to use best efforts to promote the sale of Licensed Products throughout the Distribution Territory to Licensee Retail Locations and third-party retail locations (collectively, “Retailers”).
(c) Each Licensed Operator agrees to maintain, store, and transport the Licensed Products in accordance with those Quality Standards promulgated by Licensor and set forth on Exhibit D, as the same may be amended from time to time, and to ensure that all Retailers purchasing and selling the Licensed Products maintain, store, and dispense the Licensed Products in accordance with said Quality Standards.
(d) Each Licensed Operator shall use best efforts to ensure and shall cause each Retailer to ensure that all Licensed Products on a first-in, first-out basis and only sell Licensed Products with a minimum of ninety (90) days of remaining shelf life. Under no circumstances shall a Licensed Operator or Retailer sell Licensed Product that has exceeded its shelf life.
Distribution Obligations. Distributor shall: (i) store, handle and distribute its inventory of the Products in clean and sanitary conditions as required to maintain the quality and traceability of the Products, and in accordance with the labeling for the Products; (ii) not alter the Products in any manner; (iii) comply with the Act and all other applicable federal, state and local food, health and other relevant laws and regulations within the Territory in connection with its storage, handling, distribution and sale of the Products; (iv) not promote or market the Products in any manner which is inconsistent with the labeling of the Products or applicable laws and *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. regulations (including without limitation, 21 CFR Section 201), or otherwise make any false or misleading representations to customers or others regarding the Products.
Distribution Obligations. Distributor shall: (i) store, handle and distribute its inventory of the Products in clean and sanitary conditions as required to maintain the quality and traceability of the Products, and in accordance with the labeling for the Products; (ii) not alter the Products in any manner; (iii) comply with the Act and all other applicable federal, state and local food, health and other relevant laws and regulations within the Territory in connection with its storage, handling, distribution and sale of the Products; (iv) not promote or market the Products in any manner which is inconsistent with the labeling of the Products or applicable laws and regulations (including without limitation, 21 CFR Section 201), or otherwise make any false or misleading representations to customers or others regarding the Products.
