Purchased Product Promotional Materials means “advertisements,” described by FDA in 21 C.F.R. §§ 202.1(k)(1) and 202.1(l) or other applicable Governmental Authority, and “labeling,” as set forth in 21 U.S.C. § 321(m), and as described by FDA in 21 C.F.R. § 202.1(l)(2), or other applicable Governmental Authority, promotional and media materials (including website content found through the Purchased Domain Names), sales training materials (including medical response information and standard response letters, if any), existing customer lists, co-pay cards, other marketing data and materials, trade show materials (including displays), sample kits and detail kits, and videos, including materials containing clinical data, if any, in each case, (a) to the extent used exclusively for the marketing, promotion, distribution and sale of the Product in the Territory as of the Closing Date and (b) excluding (i) the Direct RX Program Logo and all other intellectual property and intellectual property rights of Seller, its Affiliates, or their respective licensors depicted or contained therein and (ii) the Excluded Items, in each case, to the extent in the possession or Control of Seller or any of its Affiliates.
Purchased Product Promotional Materials means, to the extent in the possession of Seller or any of its Subsidiaries, “advertisements,” as set forth by FDA in 21 C.F.R. § 202.1(k)(1) and “labeling,” that term is defined in FDCA § 201(m), and foreign equivalents, promotional and media materials, medical response information, if any, existing wholesaler lists, other marketing data and materials, trade show materials (including displays) and videos, including materials containing clinical data, if any, in each case (a) to the extent used for the marketing, promotion, distribution and sale of the Product in the Territory as of the Closing Date and (b) excluding (i) all other intellectual property and intellectual property rights of Seller, its Subsidiaries, or their respective licensors depicted or contained therein and (ii) the Excluded Items, in each case, in the form currently maintained by Seller (e.g., electronic).
Purchased Product Promotional Materials means, to the extent in the possession of Seller or any of its Affiliates, “advertisements,” as set forth by FDA in 21 C.F.R. § 202.1(k)(1) and “labeling,” as set forth by FDA in 21 C.F.R. §202(k)(2) and equivalent items as described in the corresponding provisions of the Canada Act or regulations promulgated thereunder by Health Canada, promotional and media materials, Samples, medical response information, if any), existing wholesaler lists, other marketing data and materials, trade show materials (including displays) and videos, including materials containing clinical data, if any, in each case, (a) to the extent used exclusively for the marketing, promotion, distribution and sale of the Product in the Territory as of the Closing Date and (b) excluding (i) all other intellectual property and intellectual property rights of Seller, its Affiliates, or their respective licensors depicted or contained therein and (ii) the Excluded Items, in each case, in the form currently maintained by Seller (e.g., electronic), and which are listed in Schedule 1.1.92. For clarity, other than Samples (which shall pass by delivery from Seller to Buyer), Purchased Product Promotional Materials are comprised solely of the Purchased Copyrights transferred hereunder and the Licensed Trademarks licensed under the License Agreement.
More Definitions of Purchased Product Promotional Materials
Purchased Product Promotional Materials means (other than the Purchased Regulatory Documentation and the Purchased Product Records) all existing advertising, promotional and media materials, sales training materials, customer lists, other marketing data and materials, trade show materials and videos, in such form as maintained by the Divesting Entities, to the extent (a) exclusively or primarily used or held for exclusive or primary use in the Product Business at any time during the twelve months prior to the Closing Date, (b) owned and in the possession or Control of the Divesting Entities and (c) produced in the 12 months prior to the Closing Date, by the Divesting Entities, but excluding, in all cases, the Excluded Assets and all intellectual property rights of any Third Party contained or depicted therein.
Purchased Product Promotional Materials means, to the extent in the possession of Seller or any of its Affiliates, “advertisements,” as set forth by the FDA in 21 C.F.R. Section 202.1(k)(1) and “labeling,” as set forth in 21 U.S.C. Section 321(m) and by the FDA in 21 C.F.R. Section 202.1(k)(2), promotional and media materials (including an electronic copy of all such promotional materials), website content found through the Purchased Domain Names (to the extent otherwise constituting Purchased Assets), sales training materials, medical response information and standard response letters, if any, existing customer and wholesaler lists, co-pay cards, other marketing data and materials, trade show materials (including displays), sample kits and detail kits, and videos, including materials containing clinical data, if any, in each case, (a) to the extent used primarily for the marketing, promotion, distribution and sale of the Product in the Territory as of the Closing Date and (b) excluding (i) all other Intellectual Property rights of Seller, its Affiliates, or their respective licensors depicted or contained therein and (ii) the Excluded Items, in each case, in the form currently maintained by Seller (e.g., electronic). For clarity, other than Samples, Purchased Product Promotional Materials are comprised solely of the Purchased Copyrights transferred hereunder and the Licensed Trademarks licensed under the Merck License Agreement.
Purchased Product Promotional Materials means “advertisements,” described by FDA in 21 C.F.R. § 202.1(l)(1) or other applicable