NDC Numbers. (a) Purchaser shall fully reimburse Sellers for any increased cost or Liability (including any returns, Rebates or Chargeback Claims) associated with any changes in pricing, including any changes in wholesale acquisition cost, made by Purchaser or any of its Affiliates to any Product that bears an NDC Number of Sellers or CPI. Purchaser shall notify Sellers immediately of any such changes in pricing to a Product that bears an NDC Number of Sellers or CPI.
(b) Purchaser shall fully cooperate with Sellers and CPI by providing whatever assistance, product sales and other information and access as may be required by Sellers or CPI to comply with any reporting obligations that arise as a result of the sale by Purchaser of Product bearing an NDC Number of Sellers or CPI, and to audit the Books and Records of Purchaser and its Affiliates with respect to any such sales (provided that such audit takes place upon reasonable advance written notice to Purchaser, during normal business hours of Purchaser and does not materially interfere with Purchaser’s business). Purchaser represents and warrants that all Product sales and other information provided to Sellers in connection with the foregoing shall be accurate and complete in all material respects, and shall be calculated in accordance with applicable Laws and regulatory guidance.
(c) Subject to appropriate confidentiality protection, after the Closing Date and for a period of ten (10) years thereafter (except with respect to government claims not subject to a statute of limitations, such as Medicaid rebate claims, which shall continue as long as there is potential for a claim), Purchaser and its Affiliates shall cooperate with Sellers and their Representatives, subject to confidentiality protections reasonably satisfactory to Purchaser, during normal business hours and upon reasonable advance notice, to provide reasonable access to records maintained by Purchaser and its Affiliates relating to Purchaser and its Affiliates’ distribution of Seller-Labeled Products or related regulatory filing and reporting requirements and activities with respect to Seller-Labeled Products, including, without limitation, government price reporting (“Distribution Activities”), to provide reports reasonably requested by Sellers regarding such records and information, and to permit copying at the expense of Sellers or, where reasonably necessary, to loan original documents relating to the same for the purposes of (i) any financial report...
NDC Numbers. Following the Closing Date, Purchaser shall obtain its own NDC number and shall use commercially reasonable efforts to have in place as soon as reasonably practicable all resources such that sales can be accomplished under the NDC number of Purchaser. Thereafter, Purchaser shall use its new NDC number on all invoices, orders and other communications with customers and Governmental Authorities.
NDC Numbers. Purchaser shall use commercially reasonable efforts to establish its own National Drug Code (“NDC”) numbers with respect to the Products as soon as practicable after the Closing. Purchaser shall begin to use the new NDC numbers for the Products as soon as practicable after receiving them.
NDC Numbers. Following the First Closing Date, Buyer shall register with FDA to obtain its own NDC numbers with respect to Products and shall use commercially reasonable efforts to have in place as soon as reasonably practicable all resources such that sales can be accomplished under the NDC numbers of Buyer. Thereafter, Buyer shall use, or cause to be used, its new NDC numbers on all invoices, orders, drug labels and labeling and other communications with all customers and Regulatory Authorities.
NDC Numbers. Promptly following the Closing, Buyer shall take any and all action necessary to change the National Drug Code number for the Products, which change shall be implemented under the Supply Agreement as agreed upon by the parties.
NDC Numbers. During the Term, the Products will be distributed using Licensee’s or its Affiliate’s NDC numbers.
NDC Numbers. The Buyer shall obtain a new NDC Number in respect of the Product and commence use of such new NDC Number on Product labeling within fifteen (15) Business Days following the Closing Date. In connection with the foregoing, at the Closing the Seller shall grant to the Buyer an irrevocable, non-transferable, royalty-free license to use the Seller's NDC Number in respect of the Product in connection with the operation of the Product Business, which license shall remain in effect until such time as the Buyer has sold all saleable inventory of the Product on which the Seller's NDC Number was previously printed.
NDC Numbers. Santarus shall have the right to sell and distribute Licensed Product bearing Shore’s NDC Number and to increase the invoice price of such Licensed Product. Santarus shall use Commercially Reasonable Efforts to obtain its own NDC numbers for the Licensed Products within a reasonable period of time following the Effective Date. As soon as reasonably practicable following receipt of new NDC numbers, Santarus shall use such NDC numbers on all invoices, orders and other communications with customers and Regulatory Authorities.
NDC Numbers. Following the Closing, and in any event not later than October 31, 2018, Collegium shall obtain its own NDC Numbers for the Products and shall use commercially reasonable efforts to have in place as soon as reasonably practicable all authorizations from Governmental Authorities necessary for Collegium to use such NDC Numbers for the Products. Thereafter, Collegium shall use its new NDC Numbers on all invoices, orders and other communications with customers and Governmental Authorities.
NDC Numbers. Except with respect to Argatroban, Buyer shall use commercially reasonable efforts to establish its own National Drug Code (“NDC”) numbers with respect to the Products as soon as practicable (and in any event within thirty (30) days) after Seller Parent has transferred to Buyer the Regulatory Registrations for the Products that include Seller Parent’s most recent structured product labeling submission. Buyer shall begin to use the new NDC numbers for the Products as soon as practicable after receiving them; provided, however, that it shall not be required to repackage or relabel any Product or inventories (whether included in the Acquired Assets at Closing or supplied after Closing) that already bear a Seller Parent NDC number or an Eagle Pharmaceuticals, Inc. NDC number. Seller Parent shall not de-list the current Seller Parent NDC numbers until the expiration date of the last lot of the Products manufactured bearing Seller Parent’s label and NDC numbers.
