Examples of Designated Distributor in a sentence
Each Party and any Designated Distributor shall maintain, at its own cost, general commercial liability insurance (including comprehensive product liability) in such amount as such Party and the Designated Distributor customarily maintain with respect to its other products and which is reasonable and customary in the U.S. pharmaceutical industry for companies of comparable size and activities, but in any event not less than $[**] per occurrence and $[**] in the aggregate.
Notwithstanding anything to the contrary contained herein, either Party and the Designated Distributor may fulfill all of its obligations hereunder through the purchase of commercial insurance, self-insurance, or through a combination of both.
Within [**] days after the end of each calendar year during the Royalty Term in which fees are payable to Supernus pursuant to this Section 4, Ascent and the Designated Distributor shall perform a “true up” reconciliation (and shall provide Supernus with a written report of such reconciliation) of the items comprising deductions from Net Sales other than returns.
Ascent and any Designated Distributor and their Affiliates 52483680.4 08/01/2024 EXECUTION COPY xxxxxx xxxxx any equitable defense to such injunction including, laches, unclean hands, acquiescence, or any estoppel arguments.
Ascent and a Designated Distributor will have sole discretion in setting the price for the sale of Ascent Product in the Territory.
Accordingly, Ascent and the Designated Distributor and their Affiliates agree that in any action by Supernus seeking injunctive or other equitable relief in connection with any such Ascent Launch or continued Marketing or Shipping, other than as permitted under this License Agreement, Ascent and the Designated Distributor and their Affiliates shall not assert or plead the availability of an adequate remedy at Law as a defense to the obtaining of any such remedy.
Ascent and the Designated Distributor shall, and shall ensure that their Affiliates shall, keep at either their normal place of business, or at an offsite storage facility, detailed, accurate, and up to date records consisting of (i) records and books of account sufficient to confirm the calculation of the gross sales, Net Sales, and the royalties payable hereunder; and (ii) any invoices or reports accompanying any payment to Supernus provided to Supernus in connection with this License Agreement.
In the event of expiry or termination of the License Agreement for any reason, any then-effective license and authorization granted to a Designated Distributor shall also terminate.
In addition, starting [**] prior to a reasonably anticipated [**], Supernus hereby grants Ascent and any Designated Distributor a license to engage in 52483680.4 08/01/2024 EXECUTION COPY premarketing activities including contacting customers and engaging in non-binding contracting negotiations, and entering into binding contracts beginning [**] prior to a reasonably anticipated [**].
In the event of expiry or termination of this License Agreement for any reason, any then-effective license and authorization granted to a Designated Distributor shall also terminate.