Common use of Responsibilities of BMS Clause in Contracts

Responsibilities of BMS. (a) Except as may be provided for in Section 6 of this Agreement, BMS shall be solely responsible for the costs and expenses of its sales force and conducting its other activities under this Agreement. (b) BMS shall have the sole authority to determine the price of the Product sold by BMS or ASCENT, including price increases or decreases and the timing thereof as determined by BMS. (c) BMS shall have the sole responsibility, at its cost and expense, for Product manufacture, shipping, distribution and warehousing, for the invoicing and billing of purchasers of the Product, for order confirmation (if any) in accordance with BMS customary practices, and for the collection of receivables resulting from Net Sales. BMS will book all sales of the Product. All sales will be deemed made pursuant to contract between BMS and the customer. (d) BMS shall use ** , including maintaining reasonable levels of inventory in light of customary industry practice, to ensure that sufficient stock of the Product will be available in its inventory to fill orders from the trade in accordance with normal industry practices. BMS agrees that in the event that there is not sufficient stock of the Product, it will allocate supply of the Product on an equitable basis between the pediatric and non-pediatric markets. (e) BMS shall use ** to maintain all necessary authorizations with the FDA to market the Product in the Territory in commercial quantities. (f) Promptly following the execution of this Agreement, BMS shall furnish ASCENT with the names of Pediatricians prescribing the Product, if any, called on by BMS in the Territory during the immediately preceding 12-month period, that were not previously disclosed to ASCENT.

Responsibilities of BMS. (a) Except as may be provided for in Section 6 of this Agreement, BMS shall be solely responsible for the costs and expenses of its sales force and conducting its other activities under this Agreement. (b) BMS shall have the sole authority to determine the price of the Product sold by BMS or ASCENTCephalon, including price increases or decreases and the timing thereof as determined by BMS. (c) BMS shall have the sole responsibility, at its cost and expense, for Product manufacture, shipping, distribution and warehousing, for the invoicing and billing of purchasers of the Product, for order confirmation (if any) in accordance with BMS customary practices, and for the collection of receivables resulting from Net Sales. BMS will book all sales of the Product. All sales will be deemed made pursuant to contract between BMS and the customer. (d) BMS shall use ** , including maintaining reasonable levels of inventory in light of customary industry practice, to ensure that sufficient stock of the Product will be available in its inventory to fill orders from the trade in accordance efforts consistent with normal industry practices. BMS agrees that in the event that there is not sufficient stock of the Product, it will allocate supply of the Product on an equitable basis between the pediatric and non-pediatric markets. (e) BMS shall use ** applicable legal requirements to maintain all necessary authorizations with the FDA to market the Product in the Territory in commercial quantities, provided that Cephalon does not engage in any act or omission inconsistent with such legal requirements. (fe) Promptly following the execution of this Agreement, BMS shall furnish ASCENT Cephalon with the names Call List and with the Key Target List. (f) BMS shall furnish Cephalon, at the cost and expense of Pediatricians prescribing BMS (except as provided in Section 6 hereof), with copies of all promotional materials made available to the BMS sales force, including translations thereof as may be reasonably requested by Cephalon to satisfy its obligations under this Agreement. (g) BMS shall use all commercially reasonable efforts to achieve and maintain the status of the Product's neurology indications with pharmacy benefit manager organizations, if anyformularies and other managed care groups, called on by BMS and will provide information about uses of the Product in the Territory during neurology field (including data from the immediately preceding 12-month period, that were not previously disclosed Phase IV studies to ASCENTbe conducted by Cephalon pursuant to Section 9 hereof) to such entities. Cephalon will provide such assistance as BMS shall reasonably request in connection with such activities.

Responsibilities of BMS. (a) Except as may be provided for in Section 6 of this Agreement, BMS shall be solely responsible for the costs and expenses of its sales force and conducting its other activities under this Agreement. (b) BMS shall have the sole authority to determine the price of the Product sold by BMS or ASCENTBMS, including price increases or decreases and the timing thereof as determined by BMS. (c) BMS shall have the sole responsibility, at its cost and expense, for Product manufacture, shipping, distribution and warehousing, for the invoicing and billing of purchasers of the Product, for order confirmation (if any) in accordance with BMS customary practices, and for the collection of receivables resulting from Net Sales. BMS will book all sales of the Product. All sales will be deemed made pursuant to contract between Product sold by BMS and the customerits Affiliates. This Agreement shall not be construed as creating or implying any obligation on BMS' part to supply WFHC with Product, other than Product samples. (d) BMS shall use ** commercially reasonable efforts, including maintaining reasonable levels of inventory in light of customary industry practice, to ensure that sufficient stock of the Product will be available in its inventory to fill orders from the trade in accordance with normal industry practices. BMS agrees that in In the event that there is not sufficient stock of the Product, it will BMS shall equitably allocate supply same between Covered Physicians and Non-Covered Physicians, and if such insufficient inventory proximately causes sales to Covered Physicians in an Agreement Year to be materially less than they would have been and WFHC is able to demonstrate same to BMS' reasonable satisfaction, then BMS and WFHC shall mutually determine the amount of Net Sales, and the Product on an equitable basis between Baseline Sales figure in Article 11 hereof shall be adjusted, for that Agreement Year only, to reflect such number of lost Net Sales (and the pediatric Agreement Quarter targets for such Agreement Year shall also be adjusted to equitably and non-pediatric marketsappropriately reflect such lost Net Sales in the Agreement Quarter(s) in which incurred). (e) BMS shall use ** reasonable efforts consistent with applicable legal requirements to maintain all necessary authorizations with the FDA to market the Product in the Territory Territory, provided that WFHC does not engage in commercial quantitiesany act or omission inconsistent with such legal requirements. (f) If BMS enters into a co-promotion agreement with a Third Party for the promotion of the Product to persons or entities other than Covered Physicians, then, subject to reimbursement by WFHC for a proportionate cost for promotional materials as provided for in Article 6 hereof, BMS shall furnish WFHC with copies of such promotional materials as BMS makes available to its or such Third Party's sales force (including translations thereof, if available), as the Sales/Marketing Committee may determine appropriate for release to WFHC. (g) Promptly following the execution of this Agreement, BMS shall furnish ASCENT WFHC with the names and addresses of Pediatricians prescribing the Product, if any, called on by BMS those Covered Physicians in the Territory during which BMS believes already prescribe sufficient quantities of the immediately preceding 12-month periodProduct as to lead BMS to believe that such individuals already fully appreciate the healthcare risks of heart disease in women and are willing to prescribe Pravastatin for the prevention or treatment of same. WFHC will use commercially reasonable efforts to coordinate its promotional efforts on Covered Physicians with the appropriate BMS sales representative. (h) BMS reserves the right to assign to a Third Party all rights to the Product (including the IND and NDA), that were not previously disclosed to ASCENTas and upon such terms as BMS may elect and determine in its sole and absolute discretion.