Maintenance of Product Registrations. (a) As between the Parties, the Company shall retain all rights, title and interests in and to, and all obligations under, the Product Registration. The Company shall have sole responsibility for maintaining, and shall use commercially reasonable efforts to maintain, the Product Registration, including filing NDA annual reports.
Maintenance of Product Registrations. Distributor shall exercise commercially reasonable efforts to obtain and Maintain, on Palomar’s behalf, any Product Registrations in the Territory during the Term and Palomar shall exercise commercially reasonable efforts to provide Distributor with adequate information and supporting materials needed by Distributor to fulfill such obligations. As used hereunder, “Maintain” means that: (i) Distributor shall exercise commercially reasonable efforts to maintain the Product Registrations as valid and in force with the appropriate authorities; (ii) Distributor shall use commercially reasonable efforts to the extent possible to minimize the number and extent of any changes to the Product Registrations; and (iii) Distributor shall notify Palomar of any change to any of the Product Registrations during the Term and any such change requested or required by appropriate governmental or regulatory authorities in the Territory. As between the parties hereto, it is agreed that the Product Registrations shall be held in the name of Palomar, who shall be the beneficial owner of all Product Registrations; provided that in the event the applicable regulatory authorities in any country within the Territory do not permit Distributor to hold Product Registrations in Palomar’s name, Distributor shall hold such Product Registrations in its own name, shall use any such Product Registrations only as Palomar’s exclusive distributor for sales of the Products to the Professional Market for Aesthetic Use in the Territory for the Term and for no other use or purpose, and shall take all actions necessary to permit Palomar to use such Product Registrations during and after the Term, including, upon the termination for any reason or expiration of this Agreement or Distributor’s distributorship rights with respect to the applicable country, the transfer and assignment of all such Product Registrations to Palomar at no cost to Palomar. Distributor may not use the Product Registrations, or any of them, on or in respect of any product other than the Products or use any authorization other than one or more of the Product Registrations on or in respect of the Products, except as may be approved in writing by Palomar. All costs to obtain or Maintain the Product Registrations shall be borne by Distributor. 10.3
Maintenance of Product Registrations. (a) Each Asset Seller agrees to maintain, as valid and lawful, and permit Buyer to use, all of the Company-Owned Business Product Registrations, and shall authorize Buyer to (i) manufacture such Business Products and (ii) sell and distribute such Business Products under the Company-Owned Business Product Registrations until with respect to each Company-Owned Business Product Registration, the later of (A) such time as Buyer is able to obtain, with Sellers’ assistance, its own registrations of the applicable products; provided, that Buyer shall use commercially reasonable efforts to obtain its own registrations of such products as promptly as reasonably practicable following the Closing Date or (B) such time as no Business Products sold by Buyer under the Company-Owned Business Product Registrations remain “In the Channels of Trade” for that particular state. For the purposes of this Section 5.15, “In the Channels of Trade” means a Business Product that is being offered for sale, offered for distribution, or is in the process of being sold and distributed by any Person.
