Common use of Accounts Receivable and Payable Clause in Contracts

Accounts Receivable and Payable. (a) The Parties acknowledge and agree that all accounts receivable, notes receivable and other indebtedness owed by any Third Party arising from the sale of the Products in the Territory (“Accounts Receivable”), on a country-by-country basis, prior to the applicable Transfer Approval Date shall remain the property of Merck Serono or its Affiliates and shall be collected by Merck Serono or its Affiliates subsequent to the applicable Transfer Approval Date. The Parties acknowledge and agree that all Accounts Receivable, on a country-by-country basis, on or after the applicable Transfer Approval Date shall be the property of BioMarin. In the event that, on or after the applicable Transfer Approval Date, BioMarin or its Affiliates receives any payment from any obligor with respect to an Account Receivable that was accrued prior to the applicable Transfer Approval Date, then BioMarin shall, within [*] days of receipt of such payment, remit the full amount of such payment to Merck Serono. In the case of the receipt by BioMarin of any payment of an Account Receivable from any obligor of both Merck Serono and BioMarin then, unless otherwise specified by such obligor, such payment shall be applied first to Accounts Receivable owed to BioMarin with the excess, if any, remitted to Merck Serono. In the event that, subsequent to the applicable Transfer Approval Date, Merck Serono or any of its Affiliates receives any payments from any obligor with respect to an Account Receivable of BioMarin for any period on or after the applicable Transfer Approval Date, then Merck Serono shall, within [*] days of receipt of such payment, remit the full amount of such payment to BioMarin. In the case of the receipt by Merck Serono of any payment of any Account Receivable from any obligor of both Merck Serono and BioMarin, then, unless otherwise specified by such obligor, such payment shall be applied first to Accounts Receivable owed to Merck Serono with the excess, if any, remitted to BioMarin. (b) In the event that, on a country-by-country basis, subsequent to the applicable Transfer Approval Date, BioMarin or its Affiliates receives any invoices from any Third Party with respect to any account payable relating to the Product Business outstanding prior to the applicable Transfer Approval Date, then BioMarin shall, within [*] days of receipt of such invoice, provide such invoice to Merck Serono. In the event that, on a country-by-country basis, subsequent to the applicable Transfer Approval Date, Merck Serono or any of its Affiliates receives any invoices from any Third Party with respect to any account payable of BioMarin or any of its Affiliates for any period after the applicable Transfer Approval Date, then Merck Serono shall, within [*] days of receipt of such invoice, provide such invoice to BioMarin.

Accounts Receivable and Payable. (a) The Parties acknowledge and agree that all accounts receivablereceivable shown on the Company Balance Sheet arose in the ordinary course of business, notes receivable consistent with past practices, represented bona fide claims against debtors for sales and other indebtedness owed by charges, and have been collected or are collectible in the book amounts thereof. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s and its Subsidiaries’ past practices and are sufficient to provide for any Third Party arising from the sale losses which may be sustained on realization of the Products receivables. The accounts receivable of the Company and its Subsidiaries arising after the Balance Sheet Date and before the Closing Date arose or shall arise in the Territory ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof. None of the accounts receivable of the Company and its Subsidiaries is subject to any claim of offset, recoupment, setoff or counter-claim, and the Company has no knowledge of any specific facts or circumstances (“Accounts Receivable”), on a country-by-country basis, prior whether asserted or unasserted) that could give rise to any such claim. None of the applicable Transfer Approval Date shall remain accounts receivable of the property Company and its Subsidiaries is contingent upon the performance by the Company or any Subsidiary of Merck Serono any obligation or its Affiliates Contract and shall be collected by Merck Serono no agreement for deduction or its Affiliates subsequent to the applicable Transfer Approval Date. The Parties acknowledge and agree that all Accounts Receivable, on a country-by-country basis, on or after the applicable Transfer Approval Date shall be the property of BioMarin. In the event that, on or after the applicable Transfer Approval Date, BioMarin or its Affiliates receives any payment from any obligor discount has been made with respect to an Account Receivable that was accrued prior to the applicable Transfer Approval Date, then BioMarin shall, within [*] days of receipt any of such paymentaccounts receivable. The Company has provided to Acquiror or its counsel an accurate aging of the Company’s and its Subsidiaries’ accounts receivable in the aggregate and by customer, remit which indicates the full amount amounts of allowances for doubtful accounts, warranty returns, accounts receivable of the Company and its Subsidiaries which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such payment to Merck Serono. In the case of the receipt by BioMarin of any payment of an Account Receivable from any obligor of both Merck Serono and BioMarin then, unless otherwise specified by such obligor, such payment shall be applied first to Accounts Receivable owed to BioMarin with the excess, if any, remitted to Merck Serono. In the event that, subsequent to the applicable Transfer Approval Date, Merck Serono or any of its Affiliates receives any payments from any obligor with respect to an Account Receivable of BioMarin for any period on or after the applicable Transfer Approval Date, then Merck Serono shall, within [*] days of receipt of such payment, remit the full amount of such payment to BioMarin. In the case of the receipt by Merck Serono of any payment of any Account Receivable from any obligor of both Merck Serono and BioMarin, then, unless otherwise specified by such obligor, such payment shall be applied first to Accounts Receivable owed to Merck Serono with the excess, if any, remitted to BioMarinclaims. (b) In All accounts payable and notes payable of the event thatCompany and its Subsidiaries arose in the ordinary course of business, on a country-by-country basis, subsequent to the applicable Transfer Approval Date, BioMarin or its Affiliates receives any invoices from any Third Party consistent with respect to any past practices in bona fide arms’ length transactions and no such account payable relating to or note payable is delinquent by more than sixty (60) days in its payment. Since December 31, 2013, the Product Business outstanding prior to Company has paid its accounts payable in the applicable Transfer Approval Date, then BioMarin shall, within [*] days of receipt of such invoice, provide such invoice to Merck Serono. In the event that, on a country-by-country basis, subsequent to the applicable Transfer Approval Date, Merck Serono or any ordinary course of its Affiliates receives any invoices from any Third Party business and in a manner which is consistent with respect to any account payable of BioMarin or any of its Affiliates for any period after the applicable Transfer Approval Date, then Merck Serono shall, within [*] days of receipt of such invoice, provide such invoice to BioMarinpast practices.

Accounts Receivable and Payable. (a) The Parties acknowledge and agree that all accounts receivable, notes receivable and other indebtedness owed by any Third Party arising from the sale of the Products in the Territory (“Accounts Receivable”), on a country-by-country basis, ) prior to the applicable Transfer Approval License Termination Date shall remain the property of Merck Serono or its Affiliates and shall be collected by Merck Serono or its Affiliates subsequent to the applicable Transfer Approval License Termination Date. The Parties acknowledge and agree that all Accounts Receivable, on a country-by-country basis, Receivable on or after the applicable Transfer Approval License Termination Date shall be the property of BioMarin. In the event that, on or after the applicable Transfer Approval License Termination Date, BioMarin or its Affiliates receives any payment from any obligor with respect to an Account Receivable that was accrued prior to the applicable Transfer Approval License Termination Date, then BioMarin shall, within [*] days of receipt of such payment, remit the full amount of such payment to Merck Serono. In the case of the receipt by BioMarin of any payment of an Account Receivable from any obligor of both Merck Serono and BioMarin then, unless otherwise specified by such obligor, such payment shall be applied first to Accounts Receivable owed to BioMarin with the excess, if any, remitted to Merck Serono. In the event that, subsequent to the applicable Transfer Approval License Termination Date, Merck Serono or any of its Affiliates receives any payments from any obligor with respect to an Account Receivable of BioMarin for any period on or after the applicable Transfer Approval License Termination Date, then Merck Serono shall, within [*] days of receipt of such payment, remit the full amount of such payment to BioMarin. In the case of the receipt by Merck Serono of any payment of any Account Receivable from any obligor of both Merck Serono and BioMarin, then, unless otherwise specified by such obligor, such payment shall be applied first to Accounts Receivable owed to Merck Serono with the excess, if any, remitted to BioMarin. (b) In the event that, on a country-by-country basis, subsequent to the applicable Transfer Approval License Termination Date, BioMarin or its Affiliates receives any invoices from any Third Party with respect to any account payable relating to the Product Business outstanding prior to the applicable Transfer Approval License Termination Date, then BioMarin shall, within [*] days of receipt of such invoice, provide such invoice to Merck Serono. In the event that, on a country-by-country basis, subsequent to the applicable Transfer Approval Date, Merck Serono or any of its Affiliates receives any invoices from any Third Party with respect to any account payable of BioMarin or any of its Affiliates for any period after the applicable Transfer Approval Date, then Merck Serono shall, within [*] days of receipt of such invoice, provide such invoice to BioMarin.Merck

Accounts Receivable and Payable. (a) The Parties acknowledge and agree that all accounts receivable, notes receivable and other indebtedness owed by any Third Party arising from the sale of the Products in the Territory (“Accounts Receivable”), on a country-by-country basis, ) prior to the applicable Transfer Approval License Termination Date shall remain the property of Merck Serono or its Affiliates and shall be collected by Merck Serono or its Affiliates subsequent to the applicable Transfer Approval License Termination Date. The Parties acknowledge and agree that all Accounts Receivable, on a country-by-country basis, Receivable on or after the applicable Transfer Approval License Termination Date shall be the property of BioMarin. In the event that, on or after the applicable Transfer Approval License Termination Date, BioMarin or its Affiliates receives any payment from any obligor with respect to an Account Receivable that was accrued prior to the applicable Transfer Approval License Termination Date, then BioMarin shall, within [*] days of receipt of such payment, remit the full amount of such payment to Merck Serono. In the case of the receipt by BioMarin of any payment of an Account Receivable from any obligor of both Merck Serono and BioMarin then, unless otherwise specified by such obligor, such payment shall be applied first to Accounts Receivable owed to BioMarin with the excess, if any, remitted to Merck Serono. In the event that, subsequent to the applicable Transfer Approval License Termination Date, Merck Serono or any of its Affiliates receives any payments from any obligor with respect to an Account Receivable of BioMarin for any period on or after the applicable Transfer Approval License Termination Date, then Merck Serono shall, within [*] days of receipt of such payment, remit the full amount of such payment to BioMarin. In the case of the receipt by Merck Serono of any payment of any Account Receivable from any obligor of both Merck Serono and BioMarin, then, unless otherwise specified by such obligor, such payment shall be applied first to Accounts Receivable owed to Merck Serono with the excess, if any, remitted to BioMarin. (b) In the event that, on a country-by-country basis, subsequent to the applicable Transfer Approval License Termination Date, BioMarin or its Affiliates receives any invoices from any Third Party with respect to any account payable relating to the Product Business outstanding prior to the applicable Transfer Approval License Termination Date, then BioMarin shall, within [*] days of receipt of such invoice, provide such invoice to Merck Serono. In the event that, on a country-by-country basis, subsequent to the applicable Transfer Approval License Termination Date, Merck Serono or any of its Affiliates receives any invoices from any Third Party with respect to any account payable of BioMarin or any of its Affiliates for any period after the applicable Transfer Approval License Termination Date, then Merck Serono shall, within [*] days of receipt of such invoice, provide such invoice to BioMarin.

Accounts Receivable and Payable. (a) The Parties acknowledge and agree that all accounts receivable, notes receivable and other indebtedness owed by any Third Party arising from the sale of the Products in the Territory (“Pre-Closing Accounts Receivable”), on a country-by-country basis, prior to the applicable Transfer Approval Date Receivable shall remain the property of Merck Serono Seller or its Affiliates applicable Affiliate and shall be collected by Merck Serono Seller or its Affiliates such Affiliate subsequent to the applicable Transfer Approval Date. The Parties acknowledge and agree that all Accounts Receivable, on a country-by-country basis, on or after the applicable Transfer Approval Date shall be the property of BioMarinClosing. In the event that, on or after subsequent to the applicable Transfer Approval DateClosing, BioMarin Purchaser or its Affiliates receives (including the Transferred Entity) receive any payment payments from any obligor with respect to an Account Receivable that was accrued prior to the applicable Transfer Approval Dateany Pre-Closing Accounts Receivable, then BioMarin Purchaser shall, within [*] 30 days of after receipt of such payment, remit the full amount of such payment to Merck SeronoSeller or its applicable Affiliate. In the case of the receipt by BioMarin Purchaser or its Affiliates of any payment from any (b) The Parties acknowledge and agree that all Pre-Closing Accounts Payable shall remain the Liabilities of an Account Receivable from any obligor of both Merck Serono Seller or its applicable Affiliate (other than the Transferred Entity), and BioMarin then, unless otherwise specified by that Seller or such obligor, Affiliate shall satisfy such payment shall be applied first Pre-Closing Accounts Payable when due and payable subsequent to Accounts Receivable owed to BioMarin with the excess, if any, remitted to Merck SeronoClosing. In the event that, subsequent to the applicable Transfer Approval DateClosing, Merck Serono or any of its Affiliates receives any payments from any obligor with respect to an Account Receivable of BioMarin for any period on or after the applicable Transfer Approval Date, then Merck Serono shall, within [*] days of receipt of such payment, remit the full amount of such payment to BioMarin. In the case of the receipt by Merck Serono of any payment of any Account Receivable from any obligor of both Merck Serono and BioMarin, then, unless otherwise specified by such obligor, such payment shall be applied first to Accounts Receivable owed to Merck Serono with the excess, if any, remitted to BioMarin. (b) In the event that, on a country-by-country basis, subsequent to the applicable Transfer Approval Date, BioMarin Purchaser or its Affiliates receives (including the Transferred Entity) receive any invoices from any Third Party with respect to any account payable relating to the Product Business outstanding prior to the applicable Transfer Approval DatePre-Closing Accounts Payable, then BioMarin Purchaser shall, within [*] days of 10 Business Days after receipt of such invoice, provide such invoice to Merck SeronoSeller, and Seller shall timely pay in full such invoice. In the event that, on a country-by-country basis, subsequent to the applicable Transfer Approval DateClosing, Merck Serono Seller or any of its Affiliates receives receive any invoices from any Third Party with respect to any account payable of BioMarin Purchaser or any of its Affiliates (including the Transferred Entity) for any period after following the applicable Transfer Approval DateClosing, then Merck Serono Seller or such Affiliate shall, within [*] days of 10 Business Days after receipt of such invoice, provide such invoice to BioMarin.Purchaser, and Purchaser shall timely pay in full such invoice. SECTION 6.06

Accounts Receivable and Payable. (a) The Parties acknowledge and agree that all All accounts receivable, notes receivable and other indebtedness owed by any Third Party arising from of each Acquired Company reflected on the sale most recent Financial Statements or on the accounting records of the Products in Acquired Companies on the Territory Closing Date (the “Accounts Receivable”), on a country-by-country basis, represent or will represent bona fide and valid obligations arising from sales actually made or services actually performed in the ordinary course of business. Except as paid prior to the applicable Transfer Approval Closing Date, the Accounts Receivable are current and collectible net of the respective reserves shown on the most recent Financial Statements or on the accounting records of the Acquired Companies on the Closing Date. Subject to such reserves, each of the Accounts Receivable has been or is reasonably expected to be collected in full, without any set-off, within 90 days after the day on which it first becomes due and payable. There is no contest, claim or right of set-off under any Contract with any obligor of any accounts receivable related to the amount or validity of such accounts receivable. For the avoidance of doubt, in determining the Accounts Receivable balance to be included in the calculation of Working Capital, Accounts Receivable shall be “restated” to reflect all Accounts Receivable generated by the Acquired Companies that (x) have not been collected from the ultimate customer as of 11:59 p.m. Eastern Time on the day immediately prior to the Closing Date shall remain the property of Merck Serono and (y) are transferred back from Seller, Parent or its Affiliates and shall be collected by Merck Serono or its Affiliates subsequent (other than the Acquired Companies) to the applicable Transfer Approval Date. The Parties acknowledge and agree that all Accounts Receivable, on a country-by-country basis, on or after the applicable Transfer Approval Date shall be the property of BioMarin. In the event that, on or after the applicable Transfer Approval Date, BioMarin or its Affiliates receives any payment from any obligor with respect to an Account Receivable that was accrued Acquired Companies prior to the applicable Transfer Approval Closing such that the Acquired Companies hold any and all right, title and interest to such Accounts Receivable as of 11:59 p.m. Eastern Time on the day immediately prior to the Closing Date, then BioMarin shall, within [*] days of receipt of such payment, remit as provided in the full amount of such payment to Merck Serono. In the case of the receipt by BioMarin of any payment of an Account Receivable from any obligor of both Merck Serono and BioMarin then, unless otherwise specified by such obligor, such payment shall be applied first to Accounts Receivable owed to BioMarin with the excess, if any, remitted to Merck Serono. In the event that, subsequent to the applicable Transfer Approval Date, Merck Serono or any of its Affiliates receives any payments from any obligor with respect to an Account Receivable of BioMarin for any period on or after the applicable Transfer Approval Date, then Merck Serono shall, within [*] days of receipt of such payment, remit the full amount of such payment to BioMarin. In the case of the receipt by Merck Serono of any payment of any Account Receivable from any obligor of both Merck Serono and BioMarin, then, unless otherwise specified by such obligor, such payment shall be applied first to Accounts Receivable owed to Merck Serono with the excess, if any, remitted to BioMarinWorking Capital Target calculation set forth in Exhibit A attached hereto. (b) In All accounts payable and notes payable by the event that, on a country-by-country basis, subsequent Acquired Companies to third parties have arisen in the applicable Transfer Approval Date, BioMarin or its Affiliates receives any invoices from any Third Party with respect to any ordinary course of business and no such account payable relating to the Product Business outstanding prior to the applicable Transfer Approval Date, then BioMarin shall, within [*] or note payable is delinquent more than 90 days of receipt of such invoice, provide such invoice to Merck Serono. In the event that, on a country-by-country basis, subsequent to the applicable Transfer Approval Date, Merck Serono or any of in its Affiliates receives any invoices from any Third Party with respect to any account payable of BioMarin or any of its Affiliates for any period after the applicable Transfer Approval Date, then Merck Serono shall, within [*] days of receipt of such invoice, provide such invoice to BioMarinpayment.