Common use of Labeling Clause in Contracts

Labeling. Within thirty (30) days after the Effective Date, Horizon, at its own expense, will provide AHP with Horizon's new labeling for the Product (including a new NDC number for each Product) bearing Horizon's corporate name and trade dress. If such labeling is changed in any manner other than a new NDC number and Horizon's corporate name and tradedress, such labeling shall be subject to the approval of AHP, which approval will not be unreasonably withheld. AHP agrees to either approve or disapprove such labeling within thirty (30) business days of AHP's receipt thereof from Horizon. AHP, at Horizon's expense, will print, either directly or through a Third Party, labels and other printed material to be included as part of the finished Product. Product manufactured by AHP after AHP's receipt and approval of Horizon's new labeling for the Product, shall bear such new labeling, provided, however, that AHP shall have no responsibility with respect to the content of such labeling, provided the content of the labeling printed by AHP is the same as the content of the labeling provided by Horizon. Horizon shall reimburse AHP for all reasonable costs incurred (on a Fully-Absorbed Cost basis) by AHP in making modifications to labeling, branding or imprinting, packaging and/or manufacturing processes to accommodate Horizon's new labeling or to accommodate any other changes requested by Horizon. Such reimbursement shall be made pursuant to invoices submitted by AHP to Horizon, which invoices shall be payable within thirty (30) days after Horizon's receipt thereof. In addition, should such new labeling result in any increase in AHP's cost of manufacturing the Product hereunder, the purchase price for such Product as calculated under Section 5.1 hereof, shall be increased by such additional costs. Notwithstanding the foregoing, AHP may supply Horizon with Product bearing AHP's labeling if such Product was manufactured and labeled prior to the Closing, it being agreed that Product manufactured from and after the Closing shall bear (i) AHP's label, or (ii) Horizon's new label.

Labeling. Within thirty (30) days after 9.1 Licensee agrees that it will cause to appear on or within each Licensed Product manufactured, sold, and/or distributed under this Agreement and on or within all advertising, marketing, promotional, or display material bearing the Effective DateLicensed Marks, Horizonthe appropriate trademark and copyright notices, at its own expensemarkings, will provide AHP with Horizon's new labeling and/or designations, and/or any other notice requested by Licensor. Each Licensed Product that is distributed and/or sold in a carton, container, packing and/or wrapping material bearing the Licensed Marks, shall have such notices appear upon the said carton, container, packing, and/or wrapping material. 9.2 Licensee further agrees that on all descriptive and marketing materials for the Product (including Licensed Products, a new NDC number for each Product) bearing Horizon's corporate name licensing statement inclusive of Licensor’s web page/site address, and trade dress. If such labeling is changed in any manner other than a new NDC number and Horizon's corporate name and tradedressmission statement, such labeling shall be both subject to the Licensor’s approval of AHP, which approval will shall not be unreasonably withheld. AHP agrees , and shall appear during the term of this Agreement and any renewal or extension thereof provided that such approvals or disapprovals shall be delivered to either approve or disapprove such labeling Licensee within thirty (30seven(7) business days of AHP's receipt thereof from Horizonfollowing request and if not so delivered shall be deemed approved. AHP, at Horizon's expense, will print, either directly or through a Third Party, labels A true and other printed material to be included as part correct copy of the finished Productlicensing statement and mission statement approved by Licensor is set forth in Exhibit F attached hereto and incorporated by reference herein. Product manufactured by AHP after AHP's receipt Licensor reserves the right to modify, supplement, and/or alter the licensing statement or mission statement in its sole discretion and approval of Horizon's new labeling for upon reasonable notice to Licensee. Each Related Material containing any such statements or Licensed Marks, as well as all advertising, marketing, promotional, and/or display material which reference the Product, shall bear such new labeling, provided, however, that AHP shall have no responsibility with respect Licensed Marks and/or relate to the content of such labeling, provided the content of the labeling printed by AHP is the same as the content of the labeling provided by Horizon. Horizon shall reimburse AHP for all reasonable costs incurred (on a Fully-Absorbed Cost basis) by AHP in making modifications to labeling, branding or imprinting, packaging and/or manufacturing processes to accommodate Horizon's new labeling or to accommodate any other changes requested by Horizon. Such reimbursement shall be made pursuant to invoices submitted by AHP to Horizon, which invoices shall be payable within thirty (30) days after Horizon's receipt thereof. In addition, should such new labeling result in any increase in AHP's cost of manufacturing the Product hereunder, the purchase price for such Product as calculated under Section 5.1 hereofLicensed Products, shall be increased by such additional costs. Notwithstanding the foregoing, AHP may supply Horizon with Product bearing AHP's labeling if such Product was manufactured and labeled submitted to Licensor for its approval prior to any use by Licensee provided that such approvals or disapprovals shall be delivered to Licensee within seven (7) business days following request and if not so delivered shall be deemed approved. 9.3 The Parties further agree that should any of the ClosingLicensed Products be manufactured, it being agreed that Product manufactured from and after the Closing shall bear (i) AHP's labeldistributed, or (ii) Horizon's new labelsold without the appropriate or requested trademark and copyright notices, markings, and/or designations, in addition to any other rights it may have, Licensor may demand the removal of the offending product from distribution and sale, and may remove that product from the list of Licensed Products. In that event any such product may be re-labeled and packaged to have a different look from the prior version of the product.

Labeling. Within thirty Service Providers have identified labeling issues in Section 3.17(d) of the Amendment to the Seller Disclosure Schedule dated September 2, 2010 (30the “Disclosure Update”) days after and have identified Inventory that utilize labels that require revision. Service Providers have developed a corrective action plan to correct the Effective Datelabels utilized on the products, Horizonwhich plan is attached hereto as Exhibit E (the “Corrective Action Plan”). In connection with the correction of the foregoing, the Corrective Action Plan segregates the identified labeling issues between those products and Registrations for which modification of the labels is required before any product can be shipped, which are the first eight registrations on the Corrective Action Plan (the “Eight Registrations”) and the remaining products and Registrations for which products can be shipped and kept in commerce within the meaning of Applicable Law (the “Remaining Registrations”). In connection with the correction of the foregoing and the execution of the Corrective Action Plan: • Service Providers shall use commercially reasonable efforts to complete the Corrective Action Plan in accordance with its terms; • Service Providers shall have identified, segregated and marked all inventory containing labels for products that utilize the Eight Registrations and have been identified as requiring revision pursuant to the Disclosure Update (the “Quarantined Inventory”) so that such Quarantined Inventory is not shipped and is not otherwise in commerce as determined by Applicable Law; • Service Providers shall, as promptly as practicable, prepare new labels for each product that is identified under the Eight Registrations and shall not ship any Quarantined Inventory (or any inventory using any old label for such products) without first having replaced the label and all labeling such that the same complies with Applicable Law; • Service Providers shall, as promptly as practicable prepare new labels for each product that is identified under the Remaining Registrations; • Each such new label shall be submitted to Buyers for Buyers’ review and comment and Buyers’ reasonable changes that are submitted as promptly as practicable shall be incorporated into such labels; • Following Buyers’ review of each label, Service Providers shall promptly submit for approval and/or file all labeling with each applicable Governmental Entity, including each state in which such products are sold or intended to be sold; • With respect to any Registration for which Service Provider is a supplemental registrant, to the extent required pursuant to Applicable Law, Service Provider shall submit to applicable primary registrant for approval any proposed label; • Once approved and available for use on inventory, if relabeling is required, Service Providers shall remove all old labels on all inventory and shall affix on such inventory the new, approved and available labels so that the manufacturing, sale, offering for sale and introduction into commerce of such inventory is, at its own expenseall times, will provide AHP in compliance, in all material respects, with Horizon's new labeling for the Product (Applicable Law including a new NDC number for each Product) bearing Horizon's corporate name and trade dress. If such labeling is changed in any manner other than a new NDC number and Horizon's corporate name and tradedress, such labeling shall be subject to the approval of AHP, which approval will not be unreasonably withheld. AHP agrees to either approve or disapprove such labeling within thirty (30) business days of AHP's receipt thereof from Horizon. AHP, at Horizon's expense, will print, either directly or through a Third Party, labels and other printed material to be included as part of the finished Product. Product manufactured by AHP after AHP's receipt and approval of Horizon's new labeling for the Product, shall bear such new labeling, provided, however, that AHP shall have no responsibility with respect to labels and labeling; • Service Providers shall notify Buyers of the content re-labeling of any such inventory with new labels in accordance with the foregoing and shall provide Buyers with reasonable advance notice prior to any shipment of such labeling, provided inventory or the content movement of Quarantined Inventory from any segregated area of the labeling printed by AHP is the same as the content Service Provider’s locations and enable Buyers to inspect such relabeled inventory; and • Service Providers shall use commercially reasonable efforts to conduct all of the labeling provided foregoing Services in a manner so as not to disrupt the sale or shipment of any inventory to any customer and Buyers shall exercise its approval rights in a manner so as to avoid any such disruption; Notwithstanding any of the foregoing and any approval by Horizon. Horizon Buyers of the labels or the re-labeled inventory, Service Providers shall reimburse AHP at all times during the Transition Period be responsible for compliance, in all reasonable costs incurred (on a Fully-Absorbed Cost basis) by AHP in making modifications material respects, with all Applicable Law with respect to labels and labeling, branding or imprinting, packaging and/or manufacturing processes to accommodate Horizon's new labeling or to accommodate any other changes requested by Horizon. Such reimbursement shall be made pursuant to invoices submitted by AHP to Horizon, which invoices shall be payable within thirty (30) days after Horizon's receipt thereof. In addition, should such new labeling result in any increase in AHP's cost of manufacturing the Product hereunder, the purchase price for such Product as calculated under Section 5.1 hereof, shall be increased by such additional costs. Notwithstanding the foregoing, AHP may supply Horizon with Product bearing AHP's labeling if such Product was manufactured and labeled prior to the Closing, it being agreed that Product manufactured from and after the Closing shall bear (i) AHP's label, or (ii) Horizon's new label.

Labeling. Within thirty (30a) days after Licensee agrees that it will cause to appear on or within each Licensed Article sold by it under this license and on or within all advertising, promotional or display material bearing the Effective DateMark the and the notice as shown on Appendix 2 attached hereto, Horizonand where such Licensed Article or advertising, at its own expensepromotional or display material bears a trademark or service mark, will provide AHP with Horizon's new labeling appropriate statutory notice of registration or application for the Product (including a new NDC number for each Product) bearing Horizon's corporate name and trade dress. If such labeling is changed in any manner other than a new NDC number and Horizon's corporate name and tradedress, such labeling shall be subject to the approval of AHP, which approval will not be unreasonably withheld. AHP agrees to either approve or disapprove such labeling within thirty (30) business days of AHP's receipt thereof from Horizon. AHP, at Horizon's expense, will print, either directly or through a Third Party, labels and other printed material to be included as part of the finished Product. Product manufactured by AHP after AHP's receipt and approval of Horizon's new labeling for the Product, shall bear such new labeling, provided, however, that AHP shall have no responsibility with respect to the content of such labeling, provided the content of the labeling printed by AHP is the same as the content of the labeling provided by Horizon. Horizon shall reimburse AHP for all reasonable costs incurred (on a Fully-Absorbed Cost basis) by AHP in making modifications to labeling, branding or imprinting, packaging and/or manufacturing processes to accommodate Horizon's new labeling or to accommodate any other changes requested by Horizon. Such reimbursement shall be made pursuant to invoices submitted by AHP to Horizon, which invoices shall be payable within thirty (30) days after Horizon's receipt registration thereof. In additionthe event that any article is marketed in a carton, should container, packing or wrapping material bearing the Mark, such new labeling result in notice shall also appear upon that carton, container, packing or wrapping material. Each and every tag, label, imprint or other device containing any increase in AHP's cost of manufacturing such notice and all advertising, promotional or display material bearing the Product hereunder, the purchase price for such Product as calculated under Section 5.1 hereof, Mark shall be increased by such additional costs. Notwithstanding the foregoing, AHP may supply Horizon with Product bearing AHP's labeling if such Product was manufactured and labeled submitted to Licensor for its written approval prior to use by Licensee. Approval by Licensor shall not constitute a waiver of Licensor’s rights or Licensee's duties under any provision of this Agreement. (b) Licensee agrees to cooperate fully and in good faith with Licensor for the Closingpurpose of securing and preserving Licensor’s rights in and to the Mark. In the event there has been no previous registration of the Mark and/or articles and/or any material relating thereto, Licensee shall, at Licensor's request and expense, cooperate in the effort to register a copyright, trademark or service mark in the appropriate class in the name of Licensor. It is agreed that nothing contained in this Agreement shall be construed as an assignment or grant to the Licensee of any right, title or interest in or to the Mark, it being agreed understood that Product manufactured from all rights relating thereto are reserved by Xxxxxxxx, except for the license hereunder to Licensee of the right to use and after utilize the Closing Mark only as specifically and expressly provided in this Agreement. Licensee hereby agrees that at the termination or expiration of this Agreement Licensee will be deemed to have assigned, transferred and conveyed to Licensor any rights, equities, goodwill, title or other rights in and to the mark which may have been obtained by Licensee or which may have vested in Licensee in pursuance of any endeavors covered hereby, and that Licensee will execute any instruments requested by Licensor to accomplish or confirm the foregoing. Any such assignment, transfer or conveyance shall bear be without other consideration than the mutual covenants and considerations of this Agreement (ic) AHP's labelLicensee hereby agrees that its every use of the Mark shall inure to the benefit of Licensor and that Licensee shall not at any time acquire any rights in the Mark by virtue of any use it may make of the Mark. (d) Licensee shall not suggest in its labeling, advertising or (ii) Horizon's new labelother promotion of any article subject to this Agreement, that Licensor endorses such product; that Licensor has found the product to be fit for consumption by persons afflicted with celiac disease and NCGS; or make any representation regarding the Mark other than as specifically indicated on Appendix 2 which Is attached to this Agreement.

Labeling. Within thirty (30) days after TRADE DRESS; NON-PRODUCT 5.1 LABELING, TRADE DRESS AND PACKAGING. The Product will be labeled, prepared and packed for shipment in full compliance with the Effective DateNDA, Horizonand cGMP and in accordance with the MRD/Quality Agreement. NEOSAN, at its own expense, will provide AHP Lilly with Horizonan electronic graphics file for all new or revised printed packaging components to be used in the manufacture of Product. Such artwork will be implemented as soon as practicable after all applicable regulatory requirements with respect thereto have been met and in accordance with the provisions set forth in the MRD/Quality Agreement. Until NEOSAN's new initial packaging and labeling materials have been implemented, Product will continue to be labeled and packaged with the labels and packaging being used by Lilly as of the Closing Date. Lilly hereby grants to NEOSAN, for no additional consideration, a non-exclusive license solely to market, sell and promote the Product delivered by Lilly that contains the labels and packaging being used by Lilly as of the Closing Date. The foregoing license will terminate upon the earlier of NEOSAN'S sale of all of such Product, or on the one (1) year anniversary of the Closing Date. Lilly will have no obligation to re-label or over-label any such Product packaged prior to the implementation of NEOSAN's labels and packaging. The Parties contemplate that NEOSAN's name (or the name of an Affiliate of NEOSAN) will appear as the exclusive distributor of the Product and Lilly's name will appear as the manufacturer of the Product (including a new NDC number for each Product) bearing Horizon's corporate name and trade dress. If such labeling is changed in any manner other than a new NDC number and Horizon's corporate name and tradedress, such labeling shall be subject to the approval of AHP, which approval will not be unreasonably withheld. AHP agrees to either approve or disapprove such labeling within thirty (30) business days of AHP's receipt thereof from Horizon. AHP, at Horizon's expense, will print, either directly or through unless a Third PartyPerson manufactures any Product pursuant to Section 4.3, labels and other printed material to be included above, in which event such Third Person's name will appear as part the manufacturer of the finished Product). Product manufactured by AHP after AHPAll changes made to NEOSAN's receipt initial labeling will be made in accordance with the procedures and approval of Horizontimelines set forth in the MRD. NEOSAN will reimburse Lilly for any costs associated with changing to NEOSAN's new labeling for the Product, shall bear such new initial labeling, providedtrade dress and packaging work provided by Lilly hereunder and for any subsequent packaging and labeling change work required or otherwise requested by NEOSAN hereunder, howeverincluding without limitation, that AHP shall have no responsibility commercially reasonable costs associated with respect to the content destruction of such labeling, provided the content printed components rendered obsolete as a result of the labeling printed by AHP is the same as the content of the labeling provided by Horizon. Horizon shall reimburse AHP for all reasonable costs incurred (on a Fully-Absorbed Cost basis) by AHP in making modifications to labeling, branding or imprinting, packaging and/or manufacturing processes to accommodate Horizon's new labeling or to accommodate any other changes requested by Horizon. Such reimbursement shall be made pursuant to invoices submitted by AHP to Horizon, which invoices shall be payable within thirty (30) days after Horizon's receipt thereof. In addition, should such new labeling result in any increase in AHP's cost of manufacturing the Product hereunder, the purchase price for such Product as calculated under Section 5.1 hereof, shall be increased by such additional costs. Notwithstanding the foregoing, AHP may supply Horizon with Product bearing AHP's labeling if such Product was manufactured and labeled prior to the Closing, it being agreed that Product manufactured from and after the Closing shall bear (i) AHP's label, or (ii) Horizon's new labeltransactions contemplated hereby.

Labeling. Within thirty (30) days after TRADE DRESS; NON-PRODUCT 5.1 LABELING, TRADE DRESS AND PACKAGING. The Product will be labeled, prepared and packed for shipment in full compliance with the Effective DatesNDAs and cGMP, Horizonand in accordance with the MRD/Quality Agreement. Xxxxx, at its own expense, will provide AHP Lilly with Horizonan electronic graphics file for all new or revised printed packaging components to be used in the manufacture of Product. Such artwork will be implemented as soon as practicable after all applicable regulatory requirements with respect thereto have been met and in accordance with the provisions set forth in the MRD/Quality Agreement. Until Galen's new initial packaging and labeling materials have been implemented, Product will continue to be labeled and packaged with the labels and packaging being used by Lilly as of the Closing Date. Lilly hereby grants to Xxxxx, for no additional consideration, a non-exclusive license to use (but not modify) the labels and packaging being used by Lilly for the Product (including a new NDC number for each Product) bearing Horizon's corporate name as of the Closing Date solely to market, sell and trade dress. If promote the Product delivered by Lilly that contains such labeling is changed in any manner other than a new NDC number and Horizon's corporate name and tradedress, such labeling shall be subject to the approval of AHP, which approval will not be unreasonably withheld. AHP agrees to either approve or disapprove such labeling within thirty (30) business days of AHP's receipt thereof from Horizon. AHP, at Horizon's expense, will print, either directly or through a Third Party, labels and other printed material to be included packaging being used by Lilly as part of the finished ProductClosing Date. Product manufactured by AHP after AHPThe foregoing license does not xxxxx Xxxxx any rights in the "Lilly" xxxx or name except as it appears in such labels and packaging. The foregoing license will terminate upon the earlier of Galen's receipt and approval sale of Horizon's new labeling for the all of such Product, shall bear such new labeling, provided, however, that AHP shall or on the second (2nd) year anniversary of the Closing Date. Lilly will have no responsibility with respect obligation to the content of such labeling, provided the content of the labeling printed by AHP is the same as the content of the labeling provided by Horizon. Horizon shall reimburse AHP for all reasonable costs incurred (on a Fullyre-Absorbed Cost basis) by AHP in making modifications to labeling, branding label or imprinting, packaging and/or manufacturing processes to accommodate Horizon's new labeling or to accommodate over-label any other changes requested by Horizon. Such reimbursement shall be made pursuant to invoices submitted by AHP to Horizon, which invoices shall be payable within thirty (30) days after Horizon's receipt thereof. In addition, should such new labeling result in any increase in AHP's cost of manufacturing the Product hereunder, the purchase price for such Product as calculated under Section 5.1 hereof, shall be increased by such additional costs. Notwithstanding the foregoing, AHP may supply Horizon with Product bearing AHP's labeling if such Product was manufactured and labeled packaged prior to the Closingimplementation of Galen's labels and packaging. Galen's name (or the name of an Affiliate of Xxxxx) will appear as the exclusive distributor of the Product and Lilly's name will appear as the manufacturer of the Product (unless a Third Person manufactures any Product pursuant to Section 4.3, above, in which event such Third Person's name will appear as the manufacturer of the Product) unless it being agreed that Product manufactured from is reasonable and after allowed under Applicable Laws under the Closing shall bear (i) AHPcircumstances to delete Lilly's labelor such Third Person's name. All changes made to Galen's initial labeling will be made in accordance with the procedures and timelines set forth in the MRD. Xxxxx will reimburse Lilly for any costs associated with changing to Galen's initial labeling, trade dress and packaging work provided by Lilly hereunder and for any subsequent packaging and labeling change work required or (ii) Horizon's new labelotherwise requested by Xxxxx hereunder, including without limitation, commercially reasonable costs associated with the destruction of printed components rendered obsolete as a result of the transactions contemplated hereby.

Labeling. Within thirty (30) days after the Effective DateTrademarks. Diamond shall affix labeling to all Products, Horizonsuch --------------------- labeling to bear one or more Distributor trademarks, at its own expense, will provide AHP with Horizon's new labeling as specified in writing by Distributor. Nothing contained herein shall give Diamond any right to use any Distributor trademark except on all Products manufactured and delivered for the Product (including a new NDC number for each Product) bearing Horizon's corporate name and trade dressDistributor. If such labeling is changed Diamond shall not obtain any right; title or interest in any manner other than a new NDC number Distributor trademark by virtue of this Agreement Distributor shall not use, nor shall Distributor obtain any right, title or interest in, any Diamond trademark or any [ *** ] trademark, including without limitation "Pneumo-Star," "Somnu-Star" and Horizon's corporate name "Somnu-Star ----------- ---------- ---------- PH." All Product labeling shall in addition to the Distributor trademark, -- contain the notation "Manufactured by Diamond Animal Health, Inc." with its address, or such similar notation as may be necessary or advisable under applicable law, and tradedressshall contain the notation "Distributed by Agri Laboratories, Inc.," with its address. Distributor shall cause All Product labeling to contain only such claims as are permitted under applicable Licenses for such Products and to otherwise comply with applicable law. All labeling and packaging of All Products shall be subject to the prior written approval of AHPboth parties, which approval will shall not be unreasonably withheld. AHP agrees Diamond will order quantities of labeling and packaging sufficient to either approve or disapprove such labeling within thirty (30) business days of AHP's receipt thereof from Horizonperform its obligations hereunder in its reasonable discretion. AHP, at Horizon's expense, will print, either directly or through a Third Party, labels and other printed material to Distributor shall be included as part of the finished Product. Product manufactured by AHP after AHP's receipt and approval of Horizon's new labeling responsible for the Productcosts of developing and changing packaging for All Products, shall bear such new labeling, provided, however, that AHP shall have no responsibility with respect including costs of obsolete labeling and packaging due to the content of such labeling, provided the content of the labeling printed by AHP is the same as the content of the labeling provided by Horizon. Horizon shall reimburse AHP for all reasonable costs incurred (on a Fully-Absorbed Cost basis) by AHP in making modifications to labeling, branding or imprinting, packaging and/or manufacturing processes to accommodate Horizon's new labeling or to accommodate any other changes requested by HorizonDistributor but only those occurring after initial License for the same. Such reimbursement Furthermore, Diamond shall be made pursuant to invoices submitted responsible for the cost occasioned by AHP to Horizon, which invoices shall be payable within thirty (30) days after Horizon's receipt thereof. In addition, should such new labeling result in any increase in AHP's cost of manufacturing the Product hereunder, the purchase price for such Product as calculated under Section 5.1 hereof, shall be increased changes required by such additional costs. Notwithstanding the foregoing, AHP may supply Horizon with Product bearing AHP's labeling if such Product was manufactured and labeled prior to the Closing, it being agreed that Product manufactured from and after the Closing shall bear (i) AHP's label, or (ii) Horizon's new labela government agency.