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 ...
Sample 1
AutoNDA by SimpleDocs

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 Novartis and its Related Parties will be solely responsible for booking sales and will warehouse and distribute Global Licensed Products in the Novartis Territory.

  • 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.

  • 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.

  • 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:

  • Profit Loss and Distributions 4.1. Distributions of Cash Flow and Allocations of Profit or Loss Other Than From Capital Transactions.

  • Administrative Service and Distribution Plans The Trustees may, on such terms and conditions as they may in their discretion determine, adopt one or more plans pursuant to which compensation may be paid directly or indirectly by the Trust for Shareholder servicing, administration and/or distribution services with respect to one or more Series or Classes including without limitation, plans subject to Rule 12b-1 under the 1940 Act, and the Trustees may enter into agreements pursuant to such plans.

  • In-Kind Distribution Except as otherwise expressly provided herein, without the prior approval of the Manager, Assets of the Company, other than cash, shall not be distributed in-kind to the Members. If any Assets of the Company are distributed to the Members in-kind for purposes of this Agreement, such Assets shall be valued on the basis of the Gross Asset Value thereof (without taking into account section 7701(g) of the Code) on the date of Distribution; and any Member entitled to any Interest in such Assets shall receive such Interest as a tenant-in-common with the other Member(s) so entitled with an undivided Interest in such Assets in the amount and to the extent provided for in Articles 4 and 2.2 of the Agreement. Upon such Distribution, the Capital Accounts of the Members shall be adjusted to reflect the amount of gain or loss that would have been allocated to the Members pursuant to the appropriate provision of this Agreement had the Company sold the Assets being distributed for their Gross Asset Value (taking into account section 7701(g) of the Code) immediately prior to their Distribution.

  • Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.

  • In-Kind Distributions If any Holder seeks to effectuate an in-kind distribution of all or part of its Company Shares to its direct or indirect equityholders, the Company will reasonably cooperate with and assist such Holder, such equityholders and the Company’s transfer agent to facilitate such in-kind distribution in the manner reasonably requested by such Holder (including the delivery of instruction letters by the Company or its counsel to the Company’s transfer agent, the delivery of customary legal opinions by counsel to the Company and the delivery of Company Shares without restrictive legends, to the extent no longer applicable).

Time is Money Join Law Insider Premium to draft better contracts faster.