Common use of Distribution Diligence Clause in Contracts

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 Commercially Reasonable Efforts to sell, market, detail, promote, advertise and distribute the Licensed Products in a manner that will not have a material adverse effect on the Licensed Products. include all Licensed Products in its Patient Assistance Program. For purposes of this clause (viii), the "Patient Assistance Program" shall be those indigent programs maintained by Distributor.

Distribution Diligence. In fulfillment of its obligations under this Agreement, commencing on the Commencement Date and continuing 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; Myogen will: (a) provide, at its expense, a traceability system for the Licensed Products Product reasonably comparable to customary industry practices; ; (b) use Commercially Reasonable Efforts to ensure that all sales force personnel promote the Licensed Products Product in a manner that is consistent with the Licensed Products' applicable Licensed Product's Product Registration and labeling labeling, and that is permitted by Applicable LawsLaw and as otherwise provided in Section 3.2. If Distributor Myogen becomes aware of any such activity in contravention of the immediately foregoing standards, Distributor shall Myogen will take prompt affirmative action to ensure that such activity shall will cease, and take additional remedial action to advise its sales personnel concerning the activities described in this subsection; use Commercially Reasonable Efforts ; (c) not to take any action which constitutes a violation of Applicable Laws or Law, a breach of this Agreement, the Current Accredo Agreement, Current TheraCom Agreement, New Accredo Agreement and or New TheraCom Agreement, in each case that would have a material adverse impact on: [..**..] = 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. (i) the commercialization of the Licensed Products Product in the Territory; or or (ii) the then then-existing business of MPLGSK, its Affiliates and licensees with respect to Product in the Licensed Products outside GSK Territory; (d) use Commercially Reasonable Efforts to work with Customers regarding the details of placing Customer Orders, method of payment and other administrative details as will be necessary to distribute and sell Product after the Territory; assist MPL in obtainingCommencement Date and during the Term; (e) obtain, as soon as reasonably practicable following the Effective Date, and no later than six three (63) months following the Effective Date, at MPLMyogen's sole and exclusive expense, any and all requisite NDCs in DistributorMyogen's name for the Licensed ProductsProduct, and, except as otherwise provided in this Agreement, obtain any and all governmental approvals as are required for Distributor Myogen to fulfill its obligations hereunderhereunder (including filings with the FDA for distributor NDCs). MPL shall GSK will cause the NDC number obtained by Distributor Myogen to appear on all Licensed Products Product (other than Licensed Products Product consisting of current inventory of finished goods) sold by MPL GSK to Distributor Myogen as soon as reasonably practicable; practicable after Myogen provides the NDC to GSK; (f) maintain the availability of the current package inserts with respect to the Licensed Products Product on any website maintained by Distributor Myogen or its Affiliates for the distribution, marketing, promotion, detailing, advertising or sale of the Licensed Products Product and at such other locations where Distributor Myogen or any such Affiliates make information regarding the Licensed Products Product available; and ; (g) use Commercially Reasonable Efforts to sell, market, detail, promote, advertise and distribute the Licensed Products Product in a manner that will not have a material adverse effect on the Licensed Products. include all Licensed Products in its Product; and (h) support the Patient Assistance ProgramPrograms with respect to Product in the Territory as GSK specifically requests and Myogen agrees. For purposes of this clause (viiih), the "Patient Assistance ProgramPrograms" shall be those means the indigent programs maintained by DistributorAccredo and TheraCom during the Term, but for which GSK will determine all eligibility criteria in its sole discretion.