Common use of Inventory Purchase Price Clause in Contracts

Inventory Purchase Price. The Selling Parties shall conduct or shall engage a mutually acceptable inventory valuation firm, at the expense of the Buyers, to conduct, commencing at the close of business on the Business Day immediately preceding the Closing Date or on such other date mutually agreed upon by the Buyers and the Selling Parties prior to Closing, a full review and valuation of the Inventory (the “Inventory Count”). The Inventory Count shall be (i) conducted at times and in a manner so as not to unreasonably interfere with the Sellers’ operation of the Business, (ii) completed not later than the Closing Date and (iii) completed in accordance with the rules set forth in Annex B (the “Calculation Rules”). Representatives of Buyers may, at Buyers’ election, observe and confirm such Inventory Count. Upon the completion of the Inventory Count, the Buyers and the Selling Parties shall each execute a jointly prepared statement setting forth the quantity of each item of Inventory as identified during the Inventory Count (the “Inventory Count Statement”). In addition, upon completion of the Inventory Count, the aggregate value of the Inventory as of the completion of the Inventory Count, valued according to the Calculation Rules and Inventory Count Statement (the “Inventory Value”), shall be determined by the Selling Parties in good faith. The Inventory Count as determined pursuant to this Section 1.11 shall be the price payable by Buyers for the Inventory (the “Inventory Purchase Price”) and included in the consideration set forth in Section 1.06 of this Agreement. On the fifth Business Day following the date on which the Inventory Purchase Price is determined in accordance with this Section 1.11: (i) if the Inventory Purchase Price exceeds the Estimated Inventory Purchase Price, Parent shall pay BioScrip, by wire transfer of immediately available funds the amount by which the Inventory Purchase Price exceeds the Estimated Inventory Purchase Price; and (ii) if the Inventory Purchase Price is less than the Estimated Inventory Purchase Price, BioScrip shall pay Parent, by wire transfer of immediately available funds the amount by which the Inventory Purchase Price exceeds the Estimated Inventory Purchase Price. For the avoidance of doubt, if the Inventory Purchase Price equals the Estimated Inventory Purchase Price, no amounts will be due and payable.

Inventory Purchase Price. 4.01 The Selling Parties Inventory Purchase Price shall conduct or shall engage a mutually acceptable inventory valuation firm, at the expense of the Buyers, to conduct, be determined as follows: (a) commencing at the close of business on the Business Day immediately day preceding the Closing Date Date, representatives of the Vendor and representatives of the Purchaser will conduct a physical count and tally of the inventories and will record the same in writing in duplicate and such record will be signed by a representative of the Vendor and of the Purchaser; (b) the quantities shown in the record will be valued at the lower of the Vendor's book value as determined by the Vendor's records or the net realizable or market value and such value will be inserted in the record of item set forth therein; (c) the Purchaser shall not be required to purchase and/or pay for any inventory which the Purchaser, in the Purchaser's sole discretion, deems to be without realizable value or without value to the Purchaser and the Vendor may in its discretion retain any of such inventory for its own absolute use; (d) if the representative of the Vendor and the representative of the Purchaser do not agree on such other date mutually the value of any item in the record of inventory, the items not agreed upon by shall be noted on the Buyers record and forthwith referred to the Selling Parties auditors or the accountants of the Vendor and of the Purchaser for determination; (e) if such auditors or accountants cannot agree on a determination of the dispute within ten (10) days next after reference to them, the items in dispute shall be referred to a single arbitrator under the Commercial Arbitration Act of British Columbia, whose decision shall be final and binding upon the parties; (f) if the decision of such auditors or accountants or arbitrator is not available prior to Closing, a full review and valuation of the Inventory (the “Inventory Count”). The Inventory Count shall be (i) conducted at times and in a manner so as not to unreasonably interfere with the Sellers’ operation of the Business, (ii) completed not later than the Closing Date and (iii) completed in accordance with the rules set forth in Annex B (the “Calculation Rules”). Representatives of Buyers may, at Buyers’ election, observe and confirm such Inventory Count. Upon the completion of the Inventory CountDate, the Buyers and the Selling Parties shall each execute a jointly prepared statement setting forth the quantity of each item of Inventory as identified during the Inventory Count (the “Inventory Count Statement”). In addition, upon completion of the Inventory Count, the aggregate value of the Inventory as of the completion of the Inventory Count, valued according to the Calculation Rules and Inventory Count Statement (the “Inventory Value”), shall be determined by the Selling Parties in good faith. The Inventory Count as determined pursuant to this Section 1.11 shall be the price payable by Buyers for the Inventory (the “Inventory Purchase Price”) and included in the consideration set forth in Section 1.06 purpose of this Agreement. On the fifth Business Day following the date on which computing the Inventory Purchase Price is payable on the Closing Date shall be the aggregate of the value of the items agreed upon; (g) the value of the items referred to the auditors, accountants and/or arbitrator as determined in accordance with this Section 1.11: (i) if the Inventory Purchase Price exceeds the Estimated Inventory Purchase Priceby such auditors, Parent shall pay BioScrip, by wire transfer of immediately available funds the amount by which the Inventory Purchase Price exceeds the Estimated Inventory Purchase Price; and (ii) if the Inventory Purchase Price is less than the Estimated Inventory Purchase Price, BioScrip shall pay Parent, by wire transfer of immediately available funds the amount by which the Inventory Purchase Price exceeds the Estimated Inventory Purchase Price. For the avoidance of doubt, if the Inventory Purchase Price equals the Estimated Inventory Purchase Price, no amounts accountants or arbitrator will be due paid within ten (10) days after receipt of such determination; (h) the cost of the inventory count and payablevaluation by the Vendor's representatives, accountants and auditors shall be borne by the Vendor; the costs of the inventory count and valuation by the Purchaser's representatives, accountants and auditors shall be borne by the Purchaser; the costs of any arbitration shall be borne equally by the Purchaser and the Vendor.

Inventory Purchase Price. The Selling Parties Inventory Purchase Price shall conduct or shall engage a mutually acceptable inventory valuation firm, at be determined in accordance the expense terms of the Buyers, this section. 4.2.1. As of five (5) business days prior to conduct, commencing at the close of business on the Business Day immediately preceding the Closing Date or on such other date mutually agreed upon by the Buyers and the Selling Parties prior to Closing, a full review and valuation of the Inventory (the “Inventory CountDate”). The , Buyer and Seller shall (a) take an inventory of all items of Purchased Inventory Count shall be and (b) jointly prepare a schedule in substantially the form of Exhibit A (the “Inventory Statement”) setting forth all items of Purchased Inventory as of the Inventory Date and for each such item of Purchased Inventory, (i) conducted at times and in a manner so as not to unreasonably interfere with the Sellers’ operation of the Businessits description (including item number assigned thereto), (ii) completed not later than the Closing Date and quantities, (iii) completed value at the lower of cost or market price for each Purchased Inventory item as of the Inventory Date, and (iv) the estimated total value of the Purchased Inventory (as calculated pursuant to subsection (iii)) listed in the Inventory Statement (the “Estimated Inventory Purchase Price”). 4.2.2. Within thirty (30) days following the Closing, Buyer shall prepare and deliver to Seller a calculation of the Purchased Inventory together with its total value, in accordance with the rules set forth methodology used in Annex B (the “Calculation Rules”). Representatives of Buyers may, at Buyers’ election, observe and confirm such Inventory Count. Upon the completion of preparing the Inventory Count, the Buyers and the Selling Parties shall each execute a jointly prepared statement setting forth the quantity of each item of Inventory as identified during the Inventory Count (the “Inventory Count Statement”). In addition, upon completion of the Inventory Count, the aggregate value of the Inventory as of the completion of the Inventory Count, valued according to the Calculation Rules and Inventory Count Statement (the “Closing Inventory ValueStatement”), shall be determined by . 4.2.3. If the Selling Parties in good faith. The value of the Purchased Inventory Count as determined pursuant to this Section 1.11 shall be the price payable by Buyers for the Inventory (the “Inventory Purchase Price”) and included in the consideration set forth in Section 1.06 of this Agreement. On the fifth Business Day following the date on which the Closing Inventory Purchase Price is determined in accordance with this Section 1.11: (i) if the Inventory Purchase Price Statement exceeds the Estimated Inventory Purchase Price, Parent Buyer shall pay BioScrip, to Seller the amount of such excess by wire transfer of immediately available funds within five (5) Business Days of delivery of the amount by which Closing Inventory Statement. If the value of the Purchased Inventory Purchase Price exceeds set forth in the Estimated Closing Inventory Purchase Price; and (ii) if the Inventory Purchase Price Statement is less than the Estimated Inventory Purchase Price, BioScrip Seller shall pay Parent, to Buyer the amount of deficiency by wire transfer of immediately available funds within five (5) Business Days of delivery of the Closing Inventory Statement. 4.2.4. In addition to the inventory purchased as of Closing, Buyer shall purchase, for an amount by which equal to the Inventory Purchase Price exceeds the Estimated Inventory Purchase Price. For cost to Seller or SLG (as applicable), inventory of Products that Seller has ordered to be manufactured in or before March 2023, including, for the avoidance of doubt, if inventory produced under Purchase Order Number 2000-00-00000 and Purchase Order Number 2000-00-00000 (“Subsequent Inventory”), within five (5) Business Days of delivery by Chemrite CoPac, Inc. Buyer shall also purchase any raw materials and components, for an amount equal to the Inventory Purchase Price equals the Estimated Inventory Purchase Pricecost of Chemrite CoPac, no amounts will be due and payable.Inc. has purchased on behalf of Seller, within five (5) Business Days of Delivery by Chemrite CoPac, Inc.

Inventory Purchase Price. The Selling (i) Prior to the Initial Closing, the Parties shall commission RGIS, LLC (the “Third Party Valuator”) to conduct or shall engage a mutually acceptable inventory valuation firmof each Pharmacy’s Inventory (each an “Inventory Audit”), and at the expense Initial Closing, Seller shall deliver to Buyer Inventory Documentation with respect to all Inventory in Seller’s possession as of the Buyers, date of the Initial Closing. Seller and Buyer shall be permitted to conduct, commencing at each have one or more representatives present to observe each Inventory Audit. Each Inventory Audit shall be performed on the applicable Closing Date with respect to Inventory as of the close of business on the Business Day immediately preceding day prior to such Pharmacy’s applicable Closing Date (or, in the case of a 24-hour Pharmacy, with respect to Inventory as of 11:59 p.m. (in such Pharmacy’s time zone) on the day prior to such Pharmacy’s applicable Closing Date), as set forth on the Closing Date or on such other date mutually agreed upon by the Buyers Schedule. Each Inventory Audit shall be conducted, and the Selling Parties prior value ascribed to Closing, a full review and valuation of the Inventory (the “Inventory Count”). The Inventory Count shall be (i) conducted at times and in a manner so as not to unreasonably interfere with the Sellers’ operation of the Business, (ii) completed not later than the Closing Date and (iii) completed in accordance with the rules set forth in Annex B (the “Calculation Rules”). Representatives of Buyers may, at Buyers’ election, observe and confirm such Inventory Count. Upon the completion of the Inventory Count, the Buyers and the Selling Parties shall each execute a jointly prepared statement setting forth the quantity of each item of Inventory as identified during by the Inventory Count (the “Inventory Count Statement”). In addition, upon completion of the Inventory Count, Third Party Valuator in determining the aggregate value of the applicable Pharmacy’s Inventory as of the completion of the Inventory Count, valued according to the Calculation Rules and Inventory Count Statement (the “Inventory Value”), ) shall be determined by determined, in accordance with the Selling Parties in good faithinventory count and valuation procedures set forth on Schedule 2.2(c). The costs and expenses of the Third Party Valuator are to be paid 50% by Seller and 50% by Buyer. (ii) At the conclusion of each Inventory Count Audit, the Third Party Valuator, Buyer and Seller will prepare with a physical inventory valuation report in the form attached hereto as determined pursuant to this Section 1.11 shall be the price payable by Buyers for the Inventory Exhibit B (the “Inventory Purchase PriceStatement”) setting forth the Inventory Value with respect to the applicable Pharmacy’s Inventory to be transferred at the applicable Closing. The Inventory Statement shall be final and included binding on the Parties other than in the consideration set forth event of fraud or manifest error; provided, however, that (A) in Section 1.06 the event a Party determines within five (5) Business Days of this Agreement. On the fifth Business Day following applicable Closing that there was a manifest error in an Inventory Statement, the date on which discovering Party shall provide the other Party with prompt written notice and (B) the applicable Inventory Purchase Price Value shall be reduced by any Inventory that is not accompanied by sufficient Inventory Documentation as determined in accordance with this Section 1.11: clause (iiii) if below, and in each case the Inventory Purchase Price exceeds Statement shall be deemed to be modified to reflect the Estimated foregoing. If the Inventory Purchase PriceStatement as finally determined reflects an Inventory Value that is less than the Applicable Pharmacy Inventory Cap, Parent Seller shall promptly (and in any event within two (2) Business Days of the applicable Closing) pay BioScrip, an amount equal to the difference between the Applicable Pharmacy Inventory Cap and the actual Inventory Value by wire transfer of immediately available funds to an account specified by Buyer, or notify Buyer of a dispute with respect to such calculation; provided, however, that in the amount by which event a Party has notified the Inventory Purchase Price exceeds other Party of a dispute, the Estimated Inventory Purchase Price; Parties shall negotiate in good faith to resolve the dispute, and shall use reasonable best efforts to resolve such dispute within three (ii3) if Business Days, and within two (2) Business Days of the Inventory Purchase Price day the dispute is less than the Estimated Inventory Purchase Priceresolved, BioScrip Seller shall pay Parent, any agreed amount of any such difference by wire transfer of immediately available funds to an account specified by the amount by which receiving Party. (iii) At each Closing, Seller shall provide Buyer with updated Inventory Documentation with respect to the applicable Inventory, and Buyer shall review the Inventory Purchase Price exceeds Documentation to confirm such Inventory Documentation is sufficient to comply with applicable Law and notify Seller if, acting in good faith, it identifies any deficiencies. Buyer shall have the Estimated right to reject any Inventory Purchase Pricethat lacks sufficient Inventory Documentation at such Closing. For In the avoidance event Seller has notified Buyer of doubta dispute over the sufficiency of the applicable Inventory Documentation, if the Inventory Purchase Price equals Parties shall negotiate in good faith to resolve the Estimated Inventory Purchase Pricedispute, no amounts will be due and payableshall use reasonable best efforts to resolve such dispute within three (3) Business Days.

Inventory Purchase Price. (a) The Selling Parties shall conduct or shall engage a mutually acceptable inventory valuation firmcause the Company to prepare, at the expense direction of LG, an estimate and notify Logistics in writing, not less than five Business Days prior to the expected Closing Date, of the Buyers, to conduct, commencing at the close of business on the Business Day immediately preceding the Closing Date or on such other date mutually agreed upon by the Buyers and the Selling Parties prior to Closing, a full review and valuation market value of the Inventory (the “Inventory Count”). The Inventory Count shall Purchased Inventory, which will be (i) conducted at times and in a manner so as not to unreasonably interfere with the Sellers’ operation of the Business, (ii) completed not later than the Closing Date and (iii) completed determined in accordance with the rules set forth in Annex Appendix B (the “Calculation Rules”). Representatives of Buyers maysuch market value, at Buyers’ election, observe and confirm such Inventory Count. Upon the completion of the Inventory Count, the Buyers and the Selling Parties shall each execute a jointly prepared statement setting forth the quantity of each item of Inventory as identified during the Inventory Count (the “Inventory Count Statement”). In addition, upon completion of the Inventory Count, the aggregate value of the Inventory as of the completion of the Inventory Count, valued according to the Calculation Rules and Inventory Count Statement (the “Inventory Value”), shall be determined by the Selling Parties in good faith. The Inventory Count as determined pursuant to this Section 1.11 shall be the price payable by Buyers for the Inventory (the “Inventory Purchase Price”). (b) Within 45 days after the Closing Date, Logistics shall prepare and deliver to the Company a statement (the “Closing Inventory Statement”) setting forth the market value of the Purchased Inventory as of the Inventory Transfer Timing (the “Closing Inventory”), as determined in accordance with Appendix B. During the 30-day period following the Company’s receipt of the Closing Inventory Statement, LG, the Company and their respective advisors shall be permitted to review the working papers of Logistics and its advisors relating to the Closing Inventory Statement. (c) The Closing Inventory Statement shall become final and binding upon the Parties on the date that is 30 days after Logistics’ delivery thereof. If a Notice of Disagreement with respect to the Closing Inventory Statement is received by Logistics prior to such date, then the Closing Inventory Statement (as revised in accordance with this sentence) shall become final and binding upon the Parties on the earlier of (A) the date Logistics and the Company resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of the Notice of Disagreement, Logistics shall, and LG shall cause the Company to, seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. During such period, Logistics and its advisors shall have access to the working papers of the Company and its advisors prepared in connection with the Notice of Disagreement. At the end of such 30-day period, Logistics shall, and LG shall cause the Company to, submit to a mutually acceptable independent accounting firm (the “Accounting Firm”) for resolution any and all matters that remain in dispute, in the form of a written brief prepared by each party. Logistics shall, and LG shall cause the Company to, jointly instruct the Accounting Firm that it (1) shall review only the matters that were included in the consideration set forth Notice of Disagreement and that remain unresolved, (2) shall make its determination in Section 1.06 accordance with the requirements of this AgreementSection 2.5(c) and (3) shall render its decision within 30 days from the submission to it of the matters that remain unresolved. On Judgment may be entered upon the fifth Business Day following determination of the Accounting Firm in any court having jurisdiction over the party or parties against which such determination is to be enforced. The fees, costs and expenses of the Accounting Firm incurred pursuant to this Section 2.5(c) shall be borne in the same proportion that the aggregate dollar amount of unresolved disputed items so submitted to the Accounting Firm that are unsuccessfully disputed by Logistics, on the one hand, and the Company, on the other hand, as finally determined by the Accounting Firm, bears to the total dollar amount of such unresolved disputed items so submitted. The fees, costs and expenses of Logistics incurred in connection with its preparation of the Closing Inventory Statement, its review of any Notice of Disagreement, if any, and its preparation of its written brief submitted to the Accounting Firm, if any, shall be borne by Logistics, and the fees, costs and expenses of the Company incurred in connection with its review of the Closing Inventory Statement, its preparation of the Notice of Disagreement, if any, and its preparation of its written brief submitted to the Accounting Firm, if any, shall be borne by the Company. The date on which the Closing Inventory Purchase Price is determined in accordance with Statement becomes final and binding on the Parties pursuant to this Section 1.11: 2.5(c) shall be referred to as the “Determination Date.” (id) if In the event that the Closing Inventory Purchase Price exceeds as finally determined pursuant to this Section 2.5 is greater than the Estimated Inventory Purchase Price, Parent shall pay BioScripthen Logistics shall, within five Business Days after the Determination Date, make payment by wire transfer of immediately available funds to the Company of the amount of such difference, together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by which Citibank, N.A., as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment. In the event that the Closing Inventory Purchase Price exceeds the Estimated Inventory Purchase Price; and (ii) if the Inventory Purchase Price as finally determined pursuant to this Section 2.5 is less than the Estimated Inventory Purchase Price, BioScrip then LG shall pay Parentcause the Company to, within five Business Days after the Determination Date, make payment by wire transfer of immediately available funds to Logistics of the amount of such difference, together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by which Citibank, N.A., as its prime rate, calculated on the Inventory Purchase Price exceeds basis of the Estimated Inventory Purchase Price. For actual number of days elapsed divided by 365, from the avoidance Closing Date to the date of doubt, if the Inventory Purchase Price equals the Estimated Inventory Purchase Price, no amounts will be due and payablepayment.

Inventory Purchase Price. The Selling (i) Prior to the Initial Closing, the Parties shall commission RGIS, LLC (the “Third Party Valuator”) to conduct or shall engage a mutually acceptable inventory valuation firmof each Pharmacy’s Inventory (each an “Inventory Audit”), and at the expense Initial Closing, Seller shall deliver to Buyer Inventory Documentation with respect to all Inventory in Seller’s possession as of the Buyers, date of the Initial Closing. Seller and Buyer shall be permitted to conduct, commencing at each have one or more representatives present to observe each Inventory Audit. Each Inventory Audit shall be performed on the applicable Closing Date with respect to Inventory as of the close of business on the Business Day immediately preceding day prior to such Pharmacy’s applicable Closing Date (or, in the case of a 24-hour Pharmacy, with respect to Inventory as of 11:59 p.m. (in such Pharmacy’s time zone) on the day prior to such Pharmacy’s applicable Closing Date), as set forth on the Closing Date or on such other date mutually agreed upon by the Buyers Schedule. Each Inventory Audit shall be conducted, and the Selling Parties prior value ascribed to Closing, a full review and valuation of the Inventory (the “Inventory Count”). The Inventory Count shall be (i) conducted at times and in a manner so as not to unreasonably interfere with the Sellers’ operation of the Business, (ii) completed not later than the Closing Date and (iii) completed in accordance with the rules set forth in Annex B (the “Calculation Rules”). Representatives of Buyers may, at Buyers’ election, observe and confirm such Inventory Count. Upon the completion of the Inventory Count, the Buyers and the Selling Parties shall each execute a jointly prepared statement setting forth the quantity of each item of Inventory as identified during by the Inventory Count (the “Inventory Count Statement”). In addition, upon completion of the Inventory Count, Third Party Valuator in determining the aggregate value of the applicable Pharmacy’s Inventory as of the completion of the Inventory Count, valued according to the Calculation Rules and Inventory Count Statement (the “Inventory Value”), ) shall be determined by determined, in accordance with the Selling Parties in good faithinventory count and valuation procedures set forth on Schedule 2.2(c). The costs and expenses of the Third Party Valuator are to be paid 50% by Seller and 50% by Buyer. 11 (ii) At the conclusion of each Inventory Count Audit, the Third Party Valuator, Buyer and Seller will prepare with a physical inventory valuation report in the form attached hereto as determined pursuant to this Section 1.11 shall be the price payable by Buyers for the Inventory Exhibit B (the “Inventory Purchase PriceStatement”) setting forth the Inventory Value with respect to the applicable Pharmacy’s Inventory to be transferred at the applicable Closing. The Inventory Statement shall be final and included binding on the Parties other than in the consideration set forth event of fraud or manifest error; provided, however, that (A) in Section 1.06 the event a Party determines within five (5) Business Days of this Agreement. On the fifth Business Day following applicable Closing that there was a manifest error in an Inventory Statement, the date on which discovering Party shall provide the other Party with prompt written notice and (B) the applicable Inventory Purchase Price Value shall be reduced by any Inventory that is not accompanied by sufficient Inventory Documentation as determined in accordance with this Section 1.11: clause (iiii) if below, and in each case the Inventory Purchase Price exceeds Statement shall be deemed to be modified to reflect the Estimated foregoing. If the Inventory Purchase PriceStatement as finally determined reflects an Inventory Value that is less than the Applicable Pharmacy Inventory Cap, Parent Seller shall promptly (and in any event within two (2) Business Days of the applicable Closing) pay BioScrip, an amount equal to the difference between the Applicable Pharmacy Inventory Cap and the actual Inventory Value by wire transfer of immediately available funds to an account specified by Buyer, or notify Buyer of a dispute with respect to such calculation; provided, however, that in the amount by which event a Party has notified the Inventory Purchase Price exceeds other Party of a dispute, the Estimated Inventory Purchase Price; Parties shall negotiate in good faith to resolve the dispute, and shall use reasonable best efforts to resolve such dispute within three (ii3) if Business Days, and within two (2) Business Days of the Inventory Purchase Price day the dispute is less than the Estimated Inventory Purchase Priceresolved, BioScrip Seller shall pay Parent, any agreed amount of any such difference by wire transfer of immediately available funds to an account specified by the amount by which receiving Party. (iii) At each Closing, Seller shall provide Buyer with updated Inventory Documentation with respect to the applicable Inventory, and Buyer shall review the Inventory Purchase Price exceeds Documentation to confirm such Inventory Documentation is sufficient to comply with applicable Law and notify Seller if, acting in good faith, it identifies any deficiencies. Buyer shall have the Estimated right to reject any Inventory Purchase Pricethat lacks sufficient Inventory Documentation at such Closing. For In the avoidance event Seller has notified Buyer of doubta dispute over the sufficiency of the applicable Inventory Documentation, if the Inventory Purchase Price equals Parties shall negotiate in good faith to resolve the Estimated Inventory Purchase Pricedispute, no amounts will be due and payableshall use reasonable best efforts to resolve such dispute within three (3) Business Days.

Inventory Purchase Price. (a) The Selling Parties shall conduct or shall engage a mutually acceptable inventory valuation firm, at the expense of the Buyers, purchase price to conduct, commencing at the close of business on the Business Day immediately preceding the Closing Date or on such other date mutually agreed upon be paid by the Buyers and the Selling Parties prior Purchaser to Closing, a full review and valuation of the Inventory (the “Inventory Count”). The Inventory Count shall be (i) conducted at times and in a manner so as not to unreasonably interfere with the Sellers’ operation of the Business, (ii) completed not later than the Closing Date and (iii) completed in accordance with the rules set forth in Annex B (the “Calculation Rules”). Representatives of Buyers may, at Buyers’ election, observe and confirm such Inventory Count. Upon the completion of the Inventory Count, the Buyers and the Selling Parties shall each execute a jointly prepared statement setting forth the quantity of each item of Inventory as identified during the Inventory Count (the “Inventory Count Statement”). In addition, upon completion of the Inventory Count, the aggregate value of the Inventory as of the completion of the Inventory Count, valued according to the Calculation Rules and Inventory Count Statement (the “Inventory Value”), shall be determined by the Selling Parties in good faith. The Inventory Count as determined pursuant to this Section 1.11 shall be the price payable by Buyers Seller for the Inventory (the “"Inventory Purchase Price”") shall be for each category of Inventory the per unit price as set forth in Schedule 2.2 and as defined therein, subject to adjustment as provided in Section 2.3 below. Not less than three (3) business days prior to the Closing Date, Seller shall deliver to Purchaser a certificate ("Seller's Certificate") setting forth the estimated Inventory Purchase Price, together with the calculations made by Seller in determining the estimated Inventory Purchase Price. At the Closing, Purchaser shall deliver to Seller, in the manner provided in Section 2.5 below, the estimated Inventory Purchase Price set forth in Seller's Certificate. (b) In addition to the Inventory Purchase Price, Purchaser shall pay to Seller an amount equal to the Unit Inventory Price as set forth in Schedule 2.2 for each unit of Sample Inventory (as defined below) requested by and transferred to Purchaser. As used herein, the term "Sample Inventory" means finished PRENATE Advance and Prenate GT which has been fully paid for by Seller, is delivered to Purchaser as soon as practicable (and in any event within ninety (90) days) after the Closing Date, is of a quality useable in the ordinary course of business, has an expiration date of not less than twelve (12) months after the date of delivery to Purchaser, meets the Specifications (as defined in Section 6.6 below) and included is packaged in compliance with all applicable laws for the distribution and use of sample products. Purchaser shall pay to Seller the applicable Purchase Price for the Sample Inventory no later than thirty (30) business days after delivery of the Sample Inventory to Purchaser in the consideration manner set forth in Section 1.06 of this Agreement. On the fifth Business Day following the date on which the Inventory Purchase Price is determined in accordance with this Section 1.11: (i) if the Inventory Purchase Price exceeds the Estimated Inventory Purchase Price, Parent shall pay BioScrip, by wire transfer of immediately available funds the amount by which the Inventory Purchase Price exceeds the Estimated Inventory Purchase Price; and (ii) if the Inventory Purchase Price is less than the Estimated Inventory Purchase Price, BioScrip shall pay Parent, by wire transfer of immediately available funds the amount by which the Inventory Purchase Price exceeds the Estimated Inventory Purchase Price. For the avoidance of doubt, if the Inventory Purchase Price equals the Estimated Inventory Purchase Price, no amounts will be due and payable2.5 below.