Santarus. Subject to Applicable Law, Santarus will implement reasonable safeguards consistent with those safeguards that it uses in relation to its own products so that Licensed Product is sold to customers for resale only outside of the GSK Territory and not for resale anywhere in the GSK Territory. If Santarus becomes aware that any of its customers has shipped Licensed Product into the GSK Territory, or has reason to believe that a customer intends to ship Licensed Product into the GSK Territory, Santarus, to the extent permitted by Applicable Law, will take Commercially Reasonable Efforts to cause such customer to cease such activities. Santarus shall, within thirty (30) days after learning that any Licensed Products sold by or under authority of Santarus under this Agreement have been sold, distributed or dispensed into of the GSK Territory, notify GSK in writing of all pertinent information relating to such occurrence and the actions Santarus plans to take in response thereto.
Santarus. Santarus agrees that it will not sell or distribute PR Product in the Territory, except as set forth in this Section 2.2.3. Except as set forth in this Section 2.2.3, Santarus will not knowingly sell or otherwise offer PR Product to any Third Party that Santarus reasonably believes is going to sell such PR Product, directly or indirectly, in the Territory, unless mutually agreed in writing by both Parties. If Santarus becomes aware that any of its customers has shipped PR Product to the Territory or has reason to believe that a customer intends to ship PR Product to the Territory, it will review with GSK the level of sales of PR Products in such circumstances, and where the level of such sales exceeds that which occurs in the normal course of business, GSK and Santarus shall discuss the situation in good faith, with the objective to confirm that the tracking processes described in the letter agreement referenced in Section 2.2.2 are adequate in light of such sales and other related business considerations arising from such sales. It is acknowledged by the Parties that (i) certain sales of PR Products outside the Territory by Santarus to managed care organizations, group purchasing organizations, pharmacy benefit managers or similar purchasers or retailers (including, for example, [***]), or their Affiliates, may result in PR Products being shipped to, sold and dispensed to patients in the Territory (such sale or dispensing in the Territory referred to as an “Inter-Territory Sale”), and (ii) certain sales of PR Product outside the Territory by Santarus to Persons purchasing PR Products under the FSS or the United States Government, or to any of its subdivisions (whether or not purchasing under the FSS), may result in PR Product being shipped to military bases and other government installations that are in the Territory, and in each case such sales will not constitute a breach of this Agreement. With respect to Inter-Territory Sales, for so long as royalties are payable to Santarus pursuant to Section 6.2, Santarus agrees to provide to GSK a credit against royalties on Net Sales due and payable to Santarus under Section 6.2 in an amount equal to [***]. In the event that royalties are no longer payable to Santarus hereunder, Santarus shall promptly pay to GSK, rather than giving GSK a credit for, the amounts calculated as described above. On a monthly basis, GSK shall provide Santarus with written evidence establishing the applicable Inter-Territory Sales (in...
Santarus. Santarus shall maintain self insurance or comprehensive general liability insurance (“CGL”), including broad form contractual liability, in an amount of at least [***] Dollars ($[***]) and product liability coverage in an amount of at least [***] Dollars ($[***]) for bodily injury and property damage. Santarus shall maintain such insurance during the Term and thereafter for a period of [***]. Santarus shall give GSK at least [***] days notice of any cancellation or termination of such insurance. Santarus will furnish to GSK a certificate of insurance evidencing such coverage (or evidence reasonably acceptable to GSK of Santarus level of self-insurance) as of the Effective Date and upon reasonable request by GSK at any time thereafter.
Santarus. Santarus represents and warrants to Co-Promotion Partner that (i) to the best of its knowledge, based on the knowledge of Santarus' personnel responsible for development of the Product(s), the data regarding the efficacy and safety of the Product(s) that is contained in Santarus' NDA and other regulatory filings submitted to the FDA in support of marketing approval of the Product(s) is complete and accurate in all materials respects, does not contain any misstatement of a material fact related to safety or efficacy nor omit to state any material fact in Santarus' possession related to safety or efficacy; (ii) as of the Effective Date, it has received no notice from a third party claiming any ownership interest in the patent rights covering the Product(s) (other than the ownership interest of the University of Missouri); (iii) as of the Effective Date, it is unaware of any third-party infringement of the Product(s) which would have a material adverse effect on the rights granted to Co-Promotion Partner hereunder; and (iv) the Product(s)' label and labeling and the related written sales, advertising, marketing, promotional and training materials provided to Co-Promotion Partner by Santarus shall comply with all applicable laws, rules and regulations.
Santarus. Santarus warrants and represents to Schering that:
Santarus. Santarus shall maintain comprehensive general liability (CGL) insurance, including broad form contractual liability and product liability coverages, in an amount of at least [***] dollars ($[***]) for bodily injury and property damage. Santarus shall maintain such insurance during the term of this Agreement and thereafter for a period of [***] years. Schering shall be named as an additional insured under Santarus’ CGL policy. Upon request, Santarus shall provide Schering with a certificate of insurance as evidence of the requested coverages and shall give Schering at least thirty (30) days notice of any cancellation or termination of such insurance.
Santarus. Santarus shall maintain self insurance or comprehensive general liability insurance (“CGL”), including broad form contractual liability, in an amount of at least Twelve Million Dollars (U.S. $12,000,000) and product liability coverage in an amount of at least Fifteen Million U.S. Dollars (U.S. $15,000,000) for bodily injury and property damage. Santarus shall maintain such insurance during the Term and thereafter for a period of five (5) years. Santarus shall give GSK at least thirty (30) days notice of any cancellation or termination of such insurance. Santarus will furnish to GSK a certificate of insurance evidencing such coverage (or evidence reasonably acceptable to GSK of Santarus level of self-insurance) as of the Effective Date and upon reasonable request by GSK at any time thereafter.
Santarus. Santarus shall maintain self insurance or comprehensive general liability insurance (“CGL”), including broad form contractual liability, in an amount of at least [***] Dollars (U.S. $[***]) and product liability coverage in an amount of at least [***] U.S. Dollars (U.S. $[***]) for bodily injury and property damage. Santarus shall maintain such insurance during the Term and thereafter for a period of [***]. Santarus shall give GSK at least [***] notice of any cancellation or termination of such insurance. Santarus will furnish to GSK a certificate of insurance evidencing such coverage (or evidence reasonably acceptable to GSK of Santarus level of self-insurance) as of the Effective Date and upon reasonable request by GSK at any time thereafter.
