Additional Development Materials. The Parties acknowledge that as of the Effective Date Cyclerion is in physical possession of that inventory of [***] (the “Additional Development Materials”). At any time during the period commencing on the Effective Date and continuing until the date that is [***] thereafter, Akebia may elect to purchase and take delivery of any or all of such inventory, in units that are readily available and at the applicable price set forth on Schedule 11.1(u), by providing written notice to Cyclerion of the Additional Development Materials Akebia elects to purchase and have delivered, and Cyclerion shall deliver such inventory to Akebia or its designee at Akebia’s direction, at Akebia’s cost and expense, and title to such Additional Development Materials shall transfer to Akebia at the time of delivery. Cyclerion shall use reasonable efforts to manage any storage and handling of all Additional Development Materials in accordance with standard industry practice. Akebia shall reimburse Cyclerion all reasonable costs incurred by Cyclerion or its Affiliates in connection with the storage of such Additional Development Materials during such [***] period until delivery thereof to Akebia, within [***] after receipt of an invoice therefor. Notwithstanding the foregoing, on a material-by-material basis Akebia may waive its option to purchase some or all of such Additional Development Materials by providing written notice of such waiver, and from the date of delivery of such notice Akebia shall no longer reimburse Cyclerion for the costs incurred by Cyclerion or its Affiliates in connection with the storage of such material.
Additional Development Materials. The Parties acknowledge that as of the Effective Date, Cyclerion was in physical possession of that inventory of [***](the “Additional Development Materials”), in each case as set forth on Schedule 11.1(u). Following the Amendment Effective Date, Cyclerion shall provide Akebia with a written update regarding the quantity and type of Additional Development Materials in Cyclerion’s physical possession as of the Amendment Effective Date. Cyclerion shall perform testing on [***] at its sole cost and expense, and shall deliver a written summary of the type of tests conducted and the results of such testing to Akebia in the form of a Certificate of Analysis or Results Summary issued by the contract manufacturing organization performing such testing (the “Test Results”). For a period of [***] following Cyclerion’s delivery of the Test Results to Akebia (the “Purchase Period”), Akebia may elect, in its sole discretion, to purchase and take delivery of any or all of such inventory of Additional Development Materials, in units that are readily available and, notwithstanding any provision to the contrary in Schedule 11.1(u), at a purchase price for the Additional Development Materials to be negotiated in good faith by the Parties prior to Xxxxxx’s election to purchase the Additional Development Materials. If Akebia elects to purchase the Additional Development Materials, Akebia shall also reimburse Cyclerion for the cost of such testing as part of such negotiated transfer price. If Akebia elects to purchase the Additional Development Materials in this manner, it shall do so by providing written notice to Cyclerion that Akebia elects to purchase and have delivered the Additional Development Materials, and Cyclerion shall deliver such inventory to Akebia or its designee at Akebia’s direction, at Akebia’s sole cost and expense, which for the sake of clarity, shall include any tariffs. Title to such Additional Development Materials shall transfer to Akebia at the time of delivery. Cyclerion shall use reasonable efforts to manage any storage and handling of Additional Development Materials in its physical possession as of the Amendment Effective Date in accordance with standard industry practice. Akebia shall reimburse Cyclerion all reasonable costs incurred by Cyclerion or its Affiliates in connection with the storage of such Additional Development Materials during such period until delivery thereof to Akebia, within [***] after receipt of an invoice therefor. Notwithsta...
