Supply and Distribution of Sample Packs Sample Clauses

Supply and Distribution of Sample Packs. Commencing on August 25, 1999 and continuing thereafter during the Collaboration Period, Abbott will sell to Cephalon, at Xxxxxx'x cost, Sample Packs for distribution to Cephalon Representatives in accordance with the promotional program approved by the Collaboration Committee and the procedures set forth in Section 3.6(b) below. The cost of the Sample Packs as of the date hereof is set forth in Exhibit 3.6 and is based upon Xxxxxx'x current packaging of cases containing forty (40) cartons, with each carton containing a 40 ct. bottle of 4 mg. tablets. The parties understand that such cost is subject to change on an annual basis thereafter to reflect changes in costs to Abbott to produce such Sample Packs, whether by change in the cost of Xxxxxx'x standard development process to produce Product, change in configuration of the Sample Packs, or otherwise. Any change in the design or configuration of Sample Packs during the Collaboration Period shall be subject to the approval of the Collaboration Committee. All Sample Packs shall be delivered to Cephalon F.O.B. Abbott facility, and the costs for them shall be considered Promotional Expenses to be expensed against Cephalon's Promotional Budget. Cephalon shall cause the Cephalon Representatives to distribute Sample Packs in connection with the Cephalon Detailing of the Product and in accordance with: (i) the PhRMA Code; and (ii) all applicable Federal, state and local laws and regulations of the Territory, including, but not limited to, the Sampling Act. No later than thirty (30) days after the effective date of this Agreement, Abbott shall have been apprised by Cephalon of Cephalon's detailed procedures for handling of Sample Packs by Cephalon employees, which will include tracking of Sample Packs delivered to and distributed by Cephalon Representatives, and Abbott shall have the right to approve/disapprove of such procedures, in Xxxxxx'x reasonable discretion. After accepting delivery from Abbott, Cephalon shall be solely responsible for such storage, tracking, accounting, distribution and handling of Sample Packs and shall perform such activities in strict accordance with the PhRMA Code and all applicable Federal, state and local laws and regulations of the Territory, including, but not limited to, the Sampling Act. if Cephalon is responsible for any declared violation of the Sampling Act, or if in good xxxxx Xxxxxx reasonably believes that Cephalon has violated the Sampling Act, Abbott shall have the right ...
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Related to Supply and Distribution of Sample Packs

  • Notification and Distribution of Materials The Company shall notify the Holders in writing of the effectiveness of the Resale Shelf Registration Statement as soon as practicable, and in any event within one (1) Business Day after the Resale Shelf Registration Statement becomes effective, and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Holders may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement.

  • Sales and Distribution It is understood that as between the Parties, the Commercializing Party shall be solely responsible for handling all returns, order processing, invoicing and collection, distribution, and receivables for Licensed Products in the applicable territory and indication.

  • Printing and Distribution of Agreement The Medical Center and the Association shall equally share expenses for the printing of an adequate supply of copies of this Agreement. The Medical Center will make available a suitable number of copies of the Agreement on each nursing unit following the Association’s delivery of the printed copies to the Medical Center.

  • Printing and Distribution The School District will, at its own expense, print sufficient copies of this Agreement for present and new employees.

  • LIQUIDATION AND DISTRIBUTION On or as soon after the Closing Date as is conveniently practicable: (a) the Acquired Fund will distribute in complete liquidation of the Acquired Fund, pro rata to its shareholders of record, determined as of the close of business on the Closing Date (the "Acquired Fund Shareholders"), all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Fund (the "Acquired Fund Shares") will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its termination.

  • Network Upgrades and Distribution Upgrades The Participating TO shall design, procure, construct, install, and own the Network Upgrades and Distribution Upgrades described in Appendix A. The Interconnection Customer shall be responsible for all costs related to Distribution Upgrades. Unless the Participating TO elects to fund the capital for the Distribution Upgrades and Network Upgrades, they shall be solely funded by the Interconnection Customer.

  • Deemed Contribution and Distribution Notwithstanding any other provision of this Article 13, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

  • Cost Responsibility for Interconnection Facilities and Distribution Upgrades 4.1 Interconnection Facilities 4.2 Distribution Upgrades

  • Liquidation and Distribution of Assets Upon the dissolution of the Company, the Member, or court-appointed trustee, if there is no remaining Member, shall take full account of the Company’s liabilities and assets, and such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 5 hereof. The proceeds from liquidation of the Company’s property, to the extent sufficient therefore, shall be applied and distributed in the following order: (i) To the payment and discharge of all of the Company’s debts and liabilities, including those to the Member as a creditor, to the extent permitted by law, and the establishment of any necessary reserves; (ii) To the Member in satisfaction of any Member Loans which have not been satisfied pursuant to Section 7.2(b)(i); and (iii) To the Member in accordance with Section 3.

  • Distribution of Materials You will keep an accurate record of the names and addresses of all persons to whom you give copies of the Registration Statement, the Prospectus, any Preliminary Prospectus (or any amendment or supplement thereto) or any Offering Circular or any Preliminary Offering Circular and, when furnished with any subsequent amendment to the Registration Statement, any subsequent Prospectus, any subsequent Offering Circular or any memorandum outlining changes in the Registration Statement or any Prospectus or Offering Circular, you will, upon request of the Manager, promptly forward copies thereof to such persons.

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