THE VIALS OF REMAINING
INVENTORY CONTEMPLATED HEREUNDER (WITH THE EXCEPTION OF INCOME TAXES OR OTHER
TAXES IMPOSED UPON NYCOMED AND MEASURED BY THE GROSS OR NET INCOME OF NYCOMED)
SHALL BE THE RESPONSIBILITY OF TMC AS BETWEEN TMC AND NYCOMED DANMARK APS, AND
IF PAID OR REQUIRED TO BE PAID BY NYCOMED DANMARK APS, THE AMOUNT THEREOF SHALL
BE ADDED TO AND BECOME A PART OF THE AMOUNTS PAYABLE BY TMC HEREUNDER. NYCOMED
DANMARK APS REMAINS RESPONSIBLE HOWEVER TO THE LOCAL VAT AUTHORITIES FOR
INTRODUCING ANY PERIODICAL VAT RETURNS AND PAYING ANY VAT DUE ON TMC'S OR TMC'S
DESIGNEE'S PURCHASE OF THE VIALS OF REMAINING INVENTORY, IF REQUIRED TO DO SO
UNDER THE APPLICABLE VAT LAW AND REGULATIONS. NOTWITHSTANDING THE FOREGOING, IF
TMC IS REQUIRED TO WITHHOLD TAXES FROM ANY AMOUNT PAYABLE BY TMC TO NYCOMED
DANMARK APS WITH RESPECT TO THE PURCHASE OF THE VIALS OF REMAINING INVENTORY,
THEN TMC SHALL PAY TO NYCOMED DANMARK APS AN ADDITIONAL AMOUNT AS MAY BE
NECESSARY SO THAT NYCOMED DANMARK APS WILL RECEIVE, AFTER DEDUCTION OF SUCH
WITHHOLDING TAX, THE AMOUNT WHICH NYCOMED DANMARK APS WOULD HAVE RECEIVED IN THE
ABSENCE OF SUCH WITHHOLDING TAX. NYCOMED DANMARK APS WILL PROMPTLY CREDIT TO TMC
ANY WITHHOLDING TAX NYCOMED DANMARK APS RECOVERS THROUGH A FOREIGN TAX CREDIT
THAT NYCOMED DANMARK APS ACTUALLY USES TO REDUCE ITS TAX LIABILITIES, UP TO THE
ADDITIONAL AMOUNT AS DESCRIBED ABOVE, THAT TMC HAS PAID TO NYCOMED DANMARK APS
WITH RESPECT TO THAT RECOVERED TAX.
26
6.11.
LEVEL OF EFFORTS.
6.11.1.
NYCOMED SHALL USE COMMERCIALLY REASONABLE EFFORTS TO FULFILL ITS
OBLIGATIONS UNDER THE TRANSACTION AGREEMENTS AND QUALITY AGREEMENTS, INCLUDING
THE ALLOCATION OF SUFFICIENT HUMAN AND CORPORATE RESOURCES TO SUCH TASKS;
PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT BE INTERPRETED TO REQUIRE
NYCOMED TO ALLOCATE PERSONNEL RESOURCES TO THE PERFORMANCE OF THE SERVICES (AS
DEFINED IN THE SERVICES AGREEMENT) BEYOND THE THEN-CURRENT COMMITMENT (AS
DEFINED IN THE SERVICES AGREEMENT).
6.11.2.
TMC WILL USE COMMERCIALLY REASONABLE EFFORTS TO COMPLETE THE
TRANSITION OF THE SERVICES AND FUNCTIONS PERFORMED BY NYCOMED UNDER THE NEW
AGREEMENTS AND QUALITY AGREEMENTS TO TMC OR TO A NEW DISTRIBUTOR AS SOON AS
REASONABLY PRACTICABLE AFTER THE EFFECTIVE DATE, AND IN NO EVENT LATER THAN THE
TRANSITION DATE.
7.
OBLIGATIONS DURING AND AFTER THE TRANSITION PERIOD
Both during the Transition Period and after the termination of this Agreement:
7.1.
REGULATORY APPROVAL INFORMATION. FOR A PERIOD OF ONE YEAR
FOLLOWING THE TRANSITION DATE, (A) NYCOMED SHALL PROVIDE TO TMC SUCH INFORMATION
IN NYCOMED'S POSSESSION OR CONTROL AS MAY BE REASONABLY REQUESTED BY TMC FOR TMC
TO OBTAIN APPROVALS THROUGHOUT THE TERRITORY, INCLUDING WITHOUT LIMITATION ALL
DOCUMENTS, FILES AND DATABASES WITH RESPECT TO THE CLINICAL TRIALS SET FORTH ON
SCHEDULE 3.1.6. AND (B) SUBJECT TO THE PROVISIONS OF SECTION 6.6, NYCOMED SHALL
ALSO PROVIDE SUCH INFORMATION TO ANY EXAMINERS OR AGENTS FROM ANY GOVERNMENTAL
AUTHORITY WHO MAY REQUEST SUCH INFORMATION FROM EITHER NYCOMED OR TMC;
7.2.
ADVERSE EVENT REPORTING. WITHOUT A LIMIT AS TO DURATION, NYCOMED
SHALL INFORM TMC