Common use of Inventory Payment Clause in Contracts

Inventory Payment. On one or more occasions, on a country per country basis at any time, but in any event within [*] Business Days after the applicable Transfer Approval Date, Merck Serono will deliver to BioMarin a statement (each one the “Inventory Statement”) setting forth the Inventory Amount. For clarification purposes, Merck Serono may prepare a partial Inventory Statement before an applicable Transfer Approval Date and/or aggregate the Inventory of several countries into a single Inventory Statement for delivery when efficient for both Parties. After delivery of the Inventory Statement, BioMarin shall be permitted reasonable access to review Merck Serono’s financial records used to prepare the Inventory Statement. Upon receipt, BioMarin or any Affiliate of BioMarin shall make a cash payment to Merck Serono in an amount equal to the Inventory Amount (the “Inventory Payment”) within [*] Business Days after BioMarin’s receipt of the Inventory Statement. If BioMarin objects to the Inventory Statement, then BioMarin shall deliver to Merck Serono a statement setting forth its objections to the calculation of the Inventory Amount in reasonable detail and stating BioMarin’s calculation of the amount believed by BioMarin in good faith to be the correct calculation of the Inventory Amount. If BioMarin does not deliver such a statement within [*] Business Days after delivery of the Inventory Statement, the Inventory Statement shall be final, binding and non-appealable by the Parties. If BioMarin timely delivers such a statement and Merck Serono does not agree with BioMarin’s calculation, then [*].

Inventory Payment. On one or more occasions, on a country per country basis at any timeAs promptly as possible, but in any event within [*] Business Days after the applicable Transfer Approval License Termination Date, Merck Serono will deliver to BioMarin a statement (each one the “Inventory Statement”) setting forth the Inventory Amount. For clarification purposes, Merck Serono may prepare a partial Inventory Statement before an applicable Transfer Approval Date and/or aggregate the Inventory of several countries into a single Inventory Statement for delivery when efficient for both Parties. After delivery of the Inventory Statement, BioMarin shall be permitted reasonable access to review Merck Serono’s financial records used to prepare the Inventory Statement. Upon receipt, BioMarin or any Affiliate of BioMarin shall make a cash payment to Merck Serono in an amount equal to the Inventory Amount (the “Inventory Payment”) within [*] Business Days after BioMarin’s receipt of the Inventory Statement. If BioMarin objects to the Inventory Statement, then BioMarin shall deliver to Merck Serono a statement setting forth its objections to the calculation of the Inventory Amount in reasonable detail and stating BioMarin’s calculation of the amount believed by BioMarin in good faith to be the correct calculation of the Inventory Amount. If BioMarin does not deliver such a statement within [*] Business Days after delivery of the Inventory Statement, the Inventory Statement shall be final, binding and non-appealable by the Parties. If BioMarin timely delivers such a statement and Merck Serono does not agree with BioMarin’s calculation, then [*].