PediatRx Co-Promotion in the Non-Exclusive Area Sample Clauses

PediatRx Co-Promotion in the Non-Exclusive Area. (a) PediatRx may elect, at any time during the Term, to market and have the PediatRx Sales Force Detail the Product directly to Professionals within the Non-Exclusive Area. (b) On an annual basis, each party will submit to the other party a call plan setting forth the Details to be performed by its Sales Force in the Non-Exclusive Area. Apricus and PediatRx shall coordinate each of their Sales Forces so as not to duplicate contacts in a zip code area to Professionals, pharmacists, other healthcare decision makers, etc. unless otherwise agreed. (c) Each party may purchase from the other party, at the other party’s actual out-of-pocket costs of reproduction and shipment, copies of any Promotional Materials created by the other party for use by its Sales Force, to the extent limited to Product. Upon each party’s request, the other party will provide electronic copies of such Promotional Materials created by or for it, which Promotional Materials may be modified for use by the requesting party; provided that any modification must be approved as described in Section 2.12(d) below. (d) PediatRx may create and develop its own Promotional Materials for use by the PediatRx Sales Force (“PediatRx Promotional Materials”). Prior to the use thereof, PediatRx shall provide to Apricus a prototype of any PediatRx Promotional Materials for review and approval in accordance with Section 2.4(b) above. The PediatRx Promotional Materials will not contain any Apricus Trademark unless such materials are approved by Apricus. In furtherance of the foregoing provisions of this Section 2.12(d), the parties will endeavor to cooperate to facilitate the timely and efficient review of PediatRx Promotional Materials and resolution of any disputes or disagreements related to Promotional Materials, with a view to containing both parties’ internal personnel resources and external costs associated with the creation, review and approval of the PediatRx Promotional Materials. (e) Each Party shall be solely responsible for costs or expenses related to any activities of the its Sales Force, including costs for its Promotional Materials, training or training materials or the purchase from the other Party of Promotional Materials for its Sales Force. (f) Each Party will cause its Sales Force and employees and agents acting on its behalf to comply with this Agreement and all applicable Legal Requirements in connection with the Promotion of the Product. It is understood, and each Party agrees, that ...
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Related to PediatRx Co-Promotion in the Non-Exclusive Area

  • Non-exclusivity, Etc The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Charter, the Bylaws or the Maryland General Corporation Law (the "MGCL") or otherwise; provided, however, that to the extent that Indemnitee otherwise would have any greater right to indemnification under any provision of the Charter or Bylaws as in effect on the date hereof, Indemnitee will be deemed to have such greater right hereunder, and provided, further, that to the extent that any change is made to the MGCL (whether by legislative action or judicial decision), the Charter and/or the Bylaws which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any amendment to the Charter or the Bylaws the effect of which would be to deny, diminish or encumber Indenmitee's right to indemnification under the Charter, the Bylaws, the MGCL or otherwise as applied to any act or failure to act occurring in whole or in part prior to the date upon which the amendment was approved by the Company's Board of Directors and/or its stockholders, as the case may be.

  • Non-Exclusive Arrangement Nothing contained in these Terms shall be construed as conferring or granting an exclusive right or obligation upon either party to purchase or sell products or services under these terms. 21. FORCE MAJEURE Neither party shall be liable to the other for any delay or inability to perform its obligations under these terms or otherwise if such delay or inability arises from any act of God, fire, natural disaster, act of government, or any other cause beyond the reasonable control of such party which could not be avoided by the exercise of due care.

  • Non-Exclusive Services The services of the Adviser to the Trust are not deemed exclusive, and the Adviser shall be free to render similar services to others, to the extent that such service does not affect the Adviser’s ability to perform its duties and obligations hereunder.

  • Non-Exclusive Management Sub-Adviser, its officers, employees, and agents, may have or take the same or similar positions in specific investments for their own accounts, or for the accounts of other clients, as the Sub-Adviser does for the Fund. Adviser expressly acknowledges and understands that Sub-Adviser shall be free to render investment advice to others and that Sub-Adviser does not make its investment management services available exclusively to Adviser or the Fund. Nothing in this Agreement shall impose upon the Sub-Adviser any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund any security which the Sub-Adviser, its principals, affiliates or employees, may purchase or sell for their own accounts or for the account of any other client, if in the reasonable opinion of the Sub-Adviser such investment would be unsuitable for the Fund or if the Sub-Adviser determines in the best interest of the Fund such purchase or sale would be impractical.

  • SERVICES NON-EXCLUSIVE Nothing in this Agreement shall prevent the Servicer from rendering or performing services similar to those provided for in this Agreement to or for itself or other persons, firms or companies or from carrying on business similar to or in competition with the business of the Mortgages Trustee and the Beneficiaries.

  • Non-Exclusive License Sponsor grants Institution and Principal Investigator a royalty free non-exclusive license, with no right to sublicense, to use Trial Data for internal research or educational purposes.

  • Geographic Area and Sector Specific Allowances, Conditions and Exceptions The following allowances and conditions shall apply where relevant. Where the Employer does work which falls under the following headings, the Employer agrees to pay and observe the relevant respective conditions and/or exceptions set out below in each case.

  • Non-Exclusive Agreement Notwithstanding anything contained herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at any time throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any shares and/or securities and/or convertible notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be converted into or replaced by Common Shares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/or grant any rights with respect to its existing and/or future share capital.

  • Non-Exclusivity The services of the Adviser to the Manager, the Allocated Portion and the Trust are not to be deemed to be exclusive, and the Adviser shall be free to render investment advisory or other services to others and to engage in other activities. It is understood and agreed that the directors, officers, and employees of the Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation.

  • Manufacturing License Subject to the terms of this Agreement, including without limitation Section 2.2, Theravance grants to GSK an exclusive license under the Theravance Patents and Theravance Know-How to make and have made API Compound or formulated Alliance Product in the Territory.

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