Common use of Inventory Purchase Clause in Contracts

Inventory Purchase. On the Closing Date (the “Inventory Determination Date”), Sellers shall deliver to Red Cross a schedule of all finished and work-in-process blood products in Sellers’ inventory as of the Inventory Determination Date which comprise part of the Assets to be acquired by Red Cross pursuant to this Agreement, identified by product type. With respect to all work-in-process blood products, Sellers shall continue to process such inventory into finished blood products after the Closing Date. On the fourth (4th) business day following the Closing Date, as part of the Purchase Price, Red Cross shall pay to HemaCare, in the manner set forth in Section 2.a).ii) above, an amount (the “Inventory Purchase Amount”) equal to the aggregate purchase price for all such products in inventory on the Closing Date, at the following unit prices: Platelets -- $400.00; Red Blood Cells -- $250.00; Fresh Frozen Plasma -- $53.00; and Cryoprecipitate -- $43.00. Notwithstanding the foregoing, if the Inventory Purchase Amount for all products in inventory other than platelets exceeds $50,000 (such products in inventory in excess of such amount, the “Excess Inventory”), then the Assets shall include, and the Red Cross shall be obligated to purchase pursuant to this Section 2.b), only that portion of the Excess Inventory that meets customary requirements for blood type product mix, as determined by Red Cross in its reasonable discretion. Notwithstanding Section 1.d) to the contrary, Red Cross shall take possession of the finished blood products in inventory on the Closing Date no later than the first calendar day following the Closing Date, and Red Cross shall take possession of all work-in-process blood products in inventory on the Closing Date no later than the first calendar day following the date such work-in-process becomes finished inventory.

Inventory Purchase. On (a) Prior to the Closing Date Date, the Parties will coordinate in order to identify the total Inventory relating to the Divisions and the Assets, which Inventory and purchase price thereof to be paid by Purchaser shall be set forth on Section 2.5 of the Disclosure Schedule (the “Inventory Determination DateSchedule”), Sellers provided that the Seller shall deliver update the Inventory Schedule within thirty (30) days after the Closing to Red Cross a schedule of all finished and work-in-process blood products in Sellers’ inventory reflect any adjustments and/or corrections to the Inventory as of the Inventory Determination Date which comprise part of the Assets to be acquired by Red Cross pursuant to this Agreement, identified by product type. With respect to all work-in-process blood products, Sellers shall continue to process such inventory into finished blood products after the Closing Date. On The purchase price for each item of Inventory on the fourth Inventory Schedule shall be determined in a manner consistent with Seller’s past practice and as follows: (4thi) business for items designated on the Inventory Schedule as class “A” items, wherever located, the purchase price shall be the Seller’s Direct Material Cost multiplied by %; (ii) For items designated on the Inventory Schedule as class “B” items, wherever located, the purchase price shall be equal to (Seller’s Direct Material Cost less the per unit reserve established as of June 30, 2010) and the result multiplied by %; and (iii) For items designated on the Inventory Schedule as class “C” or “Consignment” items, wherever located, the Purchaser shall assume responsibility for payment to vendor. (clauses (i) and (ii) above are collectively referred to in this Agreement as the “Inventory Price”). The Inventory to be purchased under this Agreement shall be the Inventory quantities at Closing as set forth on the updated Inventory Schedule and designated as “Class A Items” or “Class B Items” (the “Transferred Inventory”). The total Inventory Price to be paid by Purchaser to Seller under this Agreement shall be equal to all of the items of Transferred Inventory set forth on the Inventory Schedule multiplied by the Inventory Price thereof (the “Total Inventory Price”), provided that the Parties agree that the Transferred Inventory shall be identified on the Inventory Schedule and have a value (based on the Inventory Price set forth on the Inventory Schedule) of no less than $ . All Inventory other than the Transferred Inventory shall be retained by the Seller (“Retained Inventory”), and, notwithstanding Section 7.11 of this Agreement, the Seller shall have the right to sell such Retained Inventory from time to time to third parties in its sole discretion. (b) Purchaser covenants and agrees to sell each item of Transferred Inventory before it sells any identical item of inventory. For purposes of clarification and example only, and not by way of limitation, if Purchaser has a Savi Note product in Transferred Inventory, it will sell the Savi Note product from Transferred Inventory before it sells a Savi Note that is not part of Transferred Inventory. (c) From time to time as Transferred Inventory and any other Inventory acquired by Purchaser from Seller is sold by the Purchaser, but no later than on the fifteenth day of the month immediately following the month in which such sale occurred, the Purchaser shall pay to the Seller an amount equal to the Inventory Price for each such item of Inventory sold (each, a “Monthly Inventory Payment”). Regardless of the quantity of Transferred Inventory actually sold by the Purchaser, the Purchaser shall pay Seller no less than the Total Inventory Price for all of the Transferred Inventory as follows: (i) No later than the six-month anniversary of the Closing Date, as part the Purchaser shall pay or have paid to the Seller the Total Inventory Price with respect to an aggregate amount of Transferred Inventory equal to no less than fifty percent (50%) (in dollar terms) of the Purchase PriceTransferred Inventory. (ii) No later than the twelve-month anniversary of the Closing Date, Red Cross the Purchaser shall pay or have paid to HemaCarethe Seller the Total Inventory Price with respect to all of the Transferred Inventory plus Dollars ($ ). (d) Seller’s receipt or acceptance of any payment for any Inventory paid pursuant to this Section 2.5 shall not preclude Seller from questioning the correctness thereof at any time, and upon discovery of any inconsistency or mistake in any such payment, Seller shall notify Purchaser in writing setting forth the inconsistency or mistake, and upon mutual agreement by Seller and Purchaser, Purchaser shall immediately rectify such inconsistency or mistake and shall pay the appropriate amount to Seller. (e) Purchaser shall keep, maintain and preserve accurate books of account and records covering all Inventory purchased, utilized and/or sold by Purchaser. Such books of account and records shall be kept by Purchaser for one (1) year following the end of the calendar year to which they pertain and will be made available under the terms of this Section 2.5(g) during the term of this Agreement and for a period of one (1) year after the last payment hereunder, if applicable. Subject to the foregoing and upon reasonable notice by Seller made no less than five (5) days in advance and not more often than four (4) times per year, Purchaser will make available to the Seller or its independent auditors reasonably acceptable to Purchaser, for inspection, examination, and audit all records reasonably relating to the purchase, use or sale of Inventory and payment of any amounts under this Section 2.5, including all reasonable supporting documents and invoices, and the physical inspection and counting of the Transferred Inventory and any other applicable Inventory. Any such audit or inspection will occur during normal business hours at the facility in which the records and/or Inventory to be examined reside in the normal course of business and will not be conducted in a manner that disrupts Purchaser’s business operations. Seller will bear all costs of any audit undertaken on its behalf, provided, however, Purchaser will reimburse Seller for all reasonable fees, costs and expenses actually incurred by Seller for an audit or inspection in the event that the audit or inspection discloses amounts due to Seller in excess of the greater of five percent (5%) of amounts actually paid to Seller under this Section 2.5, due to the error or omission of Purchaser. Any documents produced to Seller under this paragraph (g) shall be used only for the purpose of determining amounts owing if any to Seller from Purchaser and Seller shall treat such documents as confidential. After concluding any inspection of records under this paragraph (g), at the request of Purchaser, Seller shall return all documents to Purchaser unless retaining copies of such documents are reasonably necessary for Seller to enforce its rights under this Agreement or otherwise comply with applicable Law. (f) In the event that any payment due to Seller under this Section 2.5 is not paid within fifteen (15) days after such payment is due hereunder, interest at the rate of one percent (1 %) per month (12% per annum), or in the event that such rate exceeds the legal limit, then at the maximum legal rate, shall accrue on any amount due to Seller under this Section 2.5 from and after the date upon which payment is due until the date said payment is actually made, without prejudice to any other rights provided by law or equity. (g) At Closing, Purchaser shall deliver to Seller a promissory note substantially in the form attached hereto as Exhibit B (the “Promissory Note”). The aggregate principal amount of the Promissory Note shall equal the Total Inventory Price set forth on the Inventory Schedule (as updated pursuant to Section 2.5(a) of this Agreement) plus Dollars ($ ). The Promissory Note shall be paid in full on or before October 22, 2011, shall accrue interest as set forth in Section 2.a).ii2.5(f) above, an amount above and shall be secured by all of the assets of Purchaser pursuant to a security agreement substantially in the form attached hereto as Exhibit C (the “Inventory Purchase AmountSecurity Agreement”). Performance and payment by Purchaser of Purchaser’s obligations under the Promissory Note shall be jointly and severally guaranteed by SciTec Energy, Inc., a Wyoming corporation (“SciTec”) equal to the aggregate purchase price for all such products in inventory on the Closing Dateand CompuPool Products USA, at the following unit prices: Platelets -- $400.00; Red Blood Cells -- $250.00; Fresh Frozen Plasma -- $53.00; and Cryoprecipitate -- $43.00. Notwithstanding the foregoingInc., if the Inventory Purchase Amount for all products in inventory other than platelets exceeds $50,000 a Florida corporation (such products in inventory in excess of such amount, the “Excess InventoryCompuPool”), then the Assets shall include, and the Red Cross . The Promissory Note shall be obligated to purchase prepaid as Purchaser pays Seller each Monthly Inventory Payment pursuant to this Section 2.b), only that portion 2.5(c) above and each Monthly Inventory Payment shall be applied by Seller as a payment of the Excess Inventory that meets customary requirements for blood type product mix, as determined by Red Cross in its reasonable discretion. Notwithstanding Section 1.d) to the contrary, Red Cross shall take possession principal amount of the finished blood products in inventory on the Closing Date no later than the first calendar day following the Closing Date, and Red Cross shall take possession of all work-in-process blood products in inventory on the Closing Date no later than the first calendar day following the date such work-in-process becomes finished inventoryPromissory Note.

Inventory Purchase. On XXXXXX & NOBLE shall purchase the Closing Date Bookstore inventory from CUESTA COLLEGE at the College’s cost. XXXXXX & XXXXX shall purchase the Bookstore inventory as follows: • New textbooks that have been adopted for an upcoming term or semester shall be purchased by XXXXXX & NOBLE up to the quantity of anticipated enrollment at the actual cost to CUESTA COLLEGE (i.e., publisher’s invoice cost). • Used textbooks that have been adopted for an upcoming term or semester shall be purchased by XXXXXX & XXXXX up to the “Inventory Determination Date”quantity of anticipated enrollment at the Bookstore’s current new textbook retail price, less the standard industry purchase cost factor (i.e., fifty percent (50%) as of March 2019). • All general books (e.g., trade books, reference books, technical books, etc.) purchased by the Bookstore in the twelve-month period prior to the Agreement start date shall be purchased by XXXXXX & NOBLE at invoice cost. All general books purchased by the Bookstore more than twelve months prior to the Agreement start date, and in clean and saleable condition, shall be purchased by XXXXXX & XXXXX at invoice cost. All other general books shall be purchased by XXXXXX & NOBLE at a price to be negotiated by CUESTA COLLEGE and XXXXXX & XXXXX. • All general merchandise purchased by the Bookstore in the twelve-month period prior to the Agreement start date shall be purchased by XXXXXX & NOBLE at invoice cost. All general merchandise purchased by the Bookstore more than twelve months prior to the Agreement start date, and in clean and saleable condition, shall be purchased by XXXXXX & XXXXX at invoice cost. All other general merchandise shall be purchased by XXXXXX & NOBLE at a price to be negotiated by CUESTA COLLEGE and XXXXXX & XXXXX. General merchandise includes, but is not limited to, art supplies, school and office supplies, computer software, computer peripherals, computer supplies, general merchandise, emblematic merchandise, emblematic clothing, gifts, greeting cards, convenience items, health and beauty aids (HBA’s), Sellers shall deliver to Red Cross a schedule of all finished and work-in-process blood products in Sellers’ inventory as of the Inventory Determination Date which comprise part of the Assets to be acquired by Red Cross pursuant to this Agreementgraduation merchandise, identified by product type. With respect to all work-in-process blood products, Sellers shall continue to process such inventory into finished blood products after the Closing Date. On the fourth (4th) business day following the Closing Date, as part of the Purchase Price, Red Cross shall pay to HemaCare, in the manner set forth in Section 2.a).ii) above, an amount (the “Inventory Purchase Amount”) equal to the aggregate purchase price for all such products in inventory on the Closing Date, at the following unit prices: Platelets -- $400.00; Red Blood Cells -- $250.00; Fresh Frozen Plasma -- $53.00; and Cryoprecipitate -- $43.00. Notwithstanding the foregoing, if the Inventory Purchase Amount for all products in inventory other than platelets exceeds $50,000 (such products in inventory in excess of such amount, the “Excess Inventory”), then the Assets shall include, and the Red Cross shall be obligated to purchase pursuant to this Section 2.b), only that portion of the Excess Inventory that meets customary requirements for blood type product mix, as determined by Red Cross in its reasonable discretion. Notwithstanding Section 1.d) to the contrary, Red Cross shall take possession of the finished blood products in inventory on the Closing Date no later than the first calendar day following the Closing Date, and Red Cross shall take possession of all work-in-process blood products in inventory on the Closing Date no later than the first calendar day following the date such work-in-process becomes finished inventoryetc.

Inventory Purchase. On During the Closing Date Transition Period, the inventory to be made available to Takeda for sale is the inventory set forth on Exhibit P (the “Inventory Determination DateInventory”), Sellers shall deliver to Red Cross a schedule of all finished and work-in-process blood products in Sellers’ inventory as . The supply of the Inventory Determination Date which comprise part to Takeda shall be subject to the relevant Sections under ARTICLE 9 : 9.1 (except for 9.1.3(d)), 9.4, 9.5, 9.7, 9.8). Such Inventory shall be housed and maintained by Sucampo, at Sucampo’s expense, at a facility(ies) owned or Controlled by Sucampo and has been or, promptly after the date hereof, will be segregated and marked as Takeda inventory. After review of the Assets to be acquired by Red Cross pursuant to this Agreement, identified by product type. With respect to all work-in-process blood products, Sellers shall continue to process such inventory into finished blood products Inventory as soon as practicable after the Closing Date. On the fourth (4th) business day following the Closing Effective Date, as part Takeda will place an order for the amount of the Purchase Price, Red Cross shall pay Inventory it has determined in its sole discretion to HemaCare, in the manner set forth in Section 2.a).ii) above, an amount (the “Inventory Purchase Amount”) equal to the aggregate purchase price for all such products in inventory on the Closing Datepurchase, at the following unit prices: Platelets -- $400.00; Red Blood Cells -- $250.00; Fresh Frozen Plasma -- $53.00; Supply Price specified in EXHIBIT X. Xxxxxx may, at its sole discretion, purchase inventory that does not meet the Agreed Quality under Section 9.1.3. Upon receipt of the such order, Sucampo shall invoice Takeda and Cryoprecipitate -- $43.00Takeda shall pay such invoice within sixty (60) days of receipt of such invoice. Notwithstanding Title shall pass to Takeda upon delivery of the foregoingInventory. Once Takeda has determined that it can accept orders from the customers for the Licensed Product, if Takeda shall notify Sucampo in writing of the carrier which will take delivery of the Inventory. Sucampo shall deliver the Inventory Purchase Amount FCA at the Alloga (Dubendorf, Switzerland) or Alliance Healthcare (Normanton, UK) (Incoterms 2010) in accordance with Takeda’s order, subject to the release of the Inventory in accordance with Section 9.4. Takeda shall designate to Sucampo the carrier which will take delivery of the Inventory. Sucampo shall contact such carrier when the Inventory is ready for all products in inventory other than platelets exceeds $50,000 (such products in inventory in excess of such amount, the “Excess Inventory”), then the Assets shipping and shall includearrange for collection, and transportation of the Red Cross Inventory. Sucampo shall inform Takeda two (2) Business Days prior to pick-up by the carrier. Takeda shall bear the costs for transport of the Inventory and will be obligated invoiced directly by the carrier. Delivery documents shall include purchase order number, quantity, copy of the certificate of analysis, items codes and description, lot number, manufacturing date of the Inventory, number of shippers, weight, number of pallets, and any other documents in accordance with the terms of the Quality Agreement under Section 13.6. Sucampo shall deliver all Inventory in conformity with the Agreed Quality (except for Section 9.1.3 (d)). In the event that the Inventory is not sold by December 31, 2014, Sucampo shall at its sole discretion either buy back the remaining Inventory at the Supply Price in EXHIBIT H or have it destroyed at Sucampo’s costs, being agreed that in the event of destruction Sucampo shall reimburse the amount paid by Takeda to purchase pursuant to this Section 2.b), only that portion of the Excess Inventory that meets customary requirements for blood type product mix, as determined by Red Cross in its reasonable discretion. Notwithstanding Section 1.d) to the contrary, Red Cross shall take possession of the finished blood products in inventory on the Closing Date no later than the first calendar day following the Closing Date, and Red Cross shall take possession of all work-in-process blood products in inventory on the Closing Date no later than the first calendar day following the date such work-in-process becomes finished inventoryInventory.

Inventory Purchase. (a) At the Closing, the Buyer shall pay the Seller an amount (the “Inventory Payment”) as an initial payment for the estimated value of the Inventory as of the Closing Date. The Inventory Payment shall be an amount equal to the value of the Inventory as determined by the Seller two (2) Business Days prior to the Closing Date. The Seller shall determine the Inventory volume based upon product summary reports for each of the respective locations of the Inventory and shall value the Inventory utilizing the pricing formula set forth in Exhibit 2.6 hereto. (b) On the Closing Date, the Seller shall measure the Inventory as of 11:59 p.m. local time at the respective locations of the Inventory. The Buyer shall be entitled to be present at the time the Seller measures the Inventory. The Inventory shall be measured and valued in accordance with the procedures set forth in Exhibit 2.6 hereto. (c) As soon as practicable, but in any event no later than forty five (45) days following the Closing Date, the Seller shall cause to be prepared and delivered to the Buyer a statement (the “Inventory Statement”) setting forth the value of the Inventory as of the Closing Date (the “Inventory Determination DateValue”), Sellers shall deliver to Red Cross a schedule of all finished ) measured and work-in-process blood products valued in Sellers’ inventory as accordance with the procedures set forth in Exhibit 2.6 hereto. Upon receipt of the Inventory Determination Date which comprise part Statement, the Buyer and the Buyer’s independent accountants shall be permitted Table of Contents during the succeeding thirty (30) day period to examine the Inventory Statement and the work papers used or generated in connection with the preparation of such documents and such other documents as the Buyer may reasonably request in connection with its review. If, within thirty (30) days following delivery of the Assets Inventory Statement, the Buyer shall not have given the Seller notice of the Buyer’s objection to any of the computations in the Inventory Statement (which notice shall contain a statement of the basis of such objection), then the Inventory Statement will be final and binding upon the Parties, absent manifest error. If the Buyer gives notice to the Seller of the Buyer’s objection, and the Buyer and the Seller are unable to resolve the issues in dispute within thirty (30) days after delivery of such notice of objection, each of the Buyer’s and the Seller’s positions with respect to the Inventory Statement and the computation of the Inventory Value will be submitted to Ernst and Young, independent certified public accountants, or such other firm of independent certified public accountants mutually selected by the Parties (the “Accountants”) for resolution. If the computation of the Inventory Value is submitted to the Accountants for resolution, (x) each Party will furnish to the Accountants such work-papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that Party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to such issues and to discuss the same with the Accountants; (y) the Accountants’ determination and/or computation of the Inventory Value shall be binding and conclusive on the Parties and will be deemed to be acquired by Red Cross pursuant to this Agreement, identified by product type. With respect to all work-in-process blood products, Sellers shall continue to process such inventory into finished blood products after the Closing Date. On final Inventory Value for the fourth Inventory Statement; and (4thz) business day following the Closing Date, as part fees of the Purchase Price, Red Cross shall pay to HemaCare, in Accountants for such determination will be borne equally by the manner set forth in Section 2.a).iiParties. (d) above, an amount If the sum of the Inventory Value minus the Inventory Payment (the “Inventory Purchase AmountBalance”) is less than zero, then the Seller shall pay to the Buyer an amount equal to such deficit by wire transfer of immediately available funds to such account or accounts of the Buyer, as may be designated by the Buyer; provided, however, that amounts owed by the Seller to the Buyer may be netted against amounts owed by the Buyer to the Seller. If the Inventory Balance is greater than zero, then the Buyer shall pay to the Seller an amount equal to the aggregate purchase price Inventory Balance by wire transfer of immediately available funds to such account or accounts of the Seller, as may be designated by the Seller; provided, however, that amounts owed by the Buyer to the Seller may be netted against amounts owed by the Seller to the Buyer. Such amounts shall be paid by the relevant Party to the other Party within five (5) Business Days of the completion of the computations required by Section 2.6(c) hereof, which amount of the payment shall bear interest from and including such fifth Business Day to, but excluding the date of payment, at a rate per annum equal to seven percent (7%) for the first thirty (30) days such payment is past due and at a rate per annum equal to fifteen percent (15%) for all subsequent periods such products payment is past due, in inventory either event not to exceed the maximum rate permitted by Law. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated on the Closing Datebasis of a year of 365 days and the actual number of days for which due. (e) The Buyer agrees that, at following the following unit prices: Platelets -- $400.00; Red Blood Cells -- $250.00; Fresh Frozen Plasma -- $53.00; Closing, it shall not take any actions with respect to the accounting books, records, policies and Cryoprecipitate -- $43.00procedures of the Acquired Companies that would obstruct or prevent the preparation of the Inventory Statement as provided in this Section 2.6. Notwithstanding The Buyer shall cooperate in the foregoingpreparation of the Inventory Statement, including providing customary certifications to the Seller, or, if requested, to the Inventory Purchase Amount for all products in inventory other than platelets exceeds $50,000 (such products in inventory in excess Seller’s independent accountants or the accounting firm selected by mutual agreement of such amount, the “Excess Inventory”), then the Assets shall include, and the Red Cross shall be obligated to purchase Parties pursuant to this Section 2.b), only that portion 2.6. (f) The Buyer and the Seller shall each bear its own expenses incurred in connection with the preparation and review of the Excess Inventory that meets customary requirements for blood type product mix, as determined by Red Cross in its reasonable discretion. Notwithstanding Section 1.d) to the contrary, Red Cross shall take possession of the finished blood products in inventory on the Closing Date no later than the first calendar day following the Closing Date, and Red Cross shall take possession of all work-in-process blood products in inventory on the Closing Date no later than the first calendar day following the date such work-in-process becomes finished inventoryStatement.

Inventory Purchase. On (a) Prior to the Closing Date Date, the Parties will coordinate in order to identify the total Inventory relating to the Divisions and the Assets, which Inventory and purchase price thereof to be paid by Purchaser shall be set forth on Section 2.5 of the Disclosure Schedule (the “Inventory Determination DateSchedule”), Sellers provided that the Seller shall deliver update the Inventory Schedule within thirty (30) days after the Closing to Red Cross a schedule of all finished and work-in-process blood products in Sellers’ inventory reflect any adjustments and/or corrections to the Inventory as of the Inventory Determination Date which comprise part of the Assets to be acquired by Red Cross pursuant to this Agreement, identified by product type. With respect to all work-in-process blood products, Sellers shall continue to process such inventory into finished blood products after the Closing Date. On The purchase price for each item of Inventory on the fourth Inventory Schedule shall be determined in a manner consistent with Seller’s past practice and as follows: (4thi) business for items designated on the Inventory Schedule as class “A” items, wherever located, the purchase price shall be the Seller’s Direct Material Cost multiplied by 112.5%; (ii) For items designated on the Inventory Schedule as class “B” items, wherever located, the purchase price shall be equal to (Seller’s Direct Material Cost less the per unit reserve established as of June 30, 2010) and the result multiplied by 60%; and (iii) For items designated on the Inventory Schedule as class “C” or “Consignment” items, wherever located, the Purchaser shall assume responsibility for payment to vendor. (clauses (i) and (ii) above are collectively referred to in this Agreement as the “Inventory Price”). The Inventory to be purchased under this Agreement shall be the Inventory quantities at Closing as set forth on the updated Inventory Schedule and designated as “Class A Items” or “Class B Items” (the “Transferred Inventory”). The total Inventory Price to be paid by Purchaser to Seller under this Agreement shall be equal to all of the items of Transferred Inventory set forth on the Inventory Schedule multiplied by the Inventory Price thereof (the “Total Inventory Price”) plus One Hundred Thousand Dollars ($100,000). All Inventory other than the Transferred Inventory shall be retained by the Seller (“Retained Inventory”), and, notwithstanding Section 7.11 of this Agreement, the Seller shall have the right to sell such Retained Inventory from time to time to third parties in its sole discretion. (b) Purchaser covenants and agrees to sell each item of Transferred Inventory before it sells any identical item of inventory. For purposes of clarification and example only, and not by way of limitation, if Purchaser has a Savi Note product in Transferred Inventory, it will sell the Savi Note product from Transferred Inventory before it sells a Savi Note that is not part of Transferred Inventory. (c) From time to time as Transferred Inventory and any other Inventory acquired by Purchaser from Seller is sold by the Purchaser, but no later than on the fifteenth day of the month immediately following the Closing Datemonth in which such sale occurred, as part of the Purchase Price, Red Cross Purchaser shall pay to HemaCarethe Seller an amount equal to the Inventory Price for each such item of Inventory sold (each, a “Monthly Inventory Payment”). Regardless of the quantity of Transferred Inventory actually sold by the Purchaser, the Purchaser shall pay Seller no less than the Total Inventory Price for all of the Transferred Inventory as follows: (i) No later than February 28, 2011, the Purchaser shall pay or have paid to the Seller the Total Inventory Price with respect to an aggregate amount of Transferred Inventory equal to no less than fifty percent (50%) (in dollar terms) of the Transferred Inventory. (ii) No later than May 28, 2011, the Purchaser shall pay or have paid to the Seller the Total Inventory Price with respect to all of the Transferred Inventory plus One Hundred Thousand Dollars ($100,000). (d) Seller’s receipt or acceptance of any payment for any Inventory paid pursuant to this Section 2.5 shall not preclude Seller from questioning the correctness thereof at any time, and upon discovery of any inconsistency or mistake in any such payment, Seller shall notify Purchaser in writing setting forth the inconsistency or mistake, and upon mutual agreement by Seller and Purchaser, Purchaser shall immediately rectify such inconsistency or mistake and shall pay the appropriate amount to Seller. (e) Purchaser shall keep, maintain and preserve accurate books of account and records covering all Inventory purchased, utilized and/or sold by Purchaser. Such books of account and records shall be kept by Purchaser for one (1) year following the end of the calendar year to which they pertain and will be made available under the terms of this Section 2.5(g) during the term of this Agreement and for a period of one (1) year after the last payment hereunder, if applicable. Subject to the foregoing and upon reasonable notice by Seller made no less than five (5) days in advance and not more often than six (6) times per year, Purchaser will make available to the Seller or its independent auditors reasonably acceptable to Purchaser, for inspection, examination, and audit all records reasonably relating to the purchase, use or sale of Inventory and payment of any amounts under this Section 2.5, including all reasonable supporting documents and invoices, and the physical inspection and counting of the Transferred Inventory and any other applicable Inventory. Any such audit or inspection will occur during normal business hours at the facility in which the records and/or Inventory to be examined reside in the normal course of business and will not be conducted in a manner that disrupts Purchaser’s business operations. Seller will bear all costs of any audit undertaken on its behalf, provided, however, Purchaser will reimburse Seller for all reasonable fees, costs and expenses actually incurred by Seller for an audit or inspection in the event that the audit or inspection discloses amounts due to Seller in excess of the greater of five percent (5%) of amounts actually paid to Seller under this Section 2.5, due to the error or omission of Purchaser. Any documents produced to Seller under this paragraph (g) shall be used only for the purpose of determining amounts owing if any to Seller from Purchaser and Seller shall treat such documents as confidential. After concluding any inspection of records under this paragraph (g), at the request of Purchaser, Seller shall return all documents to Purchaser unless retaining copies of such documents are reasonably necessary for Seller to enforce its rights under this Agreement or otherwise comply with applicable Law. (f) In the event that any payment due to Seller under this Section 2.5 is not paid within fifteen (15) days after such payment is due hereunder, interest at the rate of one percent (1 %) per month (12% per annum), or in the event that such rate exceeds the legal limit, then at the maximum legal rate, shall accrue on any amount due to Seller under this Section 2.5 from and after the date upon which payment is due until the date said payment is actually made, without prejudice to any other rights provided by law or equity. (g) At Closing, Purchaser shall deliver to Seller a promissory note substantially in the form attached hereto as Exhibit B (the “Promissory Note”). The aggregate principal amount of the Promissory Note shall equal the Total Inventory Price set forth on the Inventory Schedule (as updated pursuant to Section 2.5(a) of this Agreement) plus One Hundred Thousand Dollars ($100,000). The Promissory Note shall be paid in full on or before May 28, 2011, shall accrue interest as set forth in Section 2.a).ii2.5(f) above, an amount above and shall be secured by all of the assets of Purchaser pursuant to a security agreement substantially in the form attached hereto as Exhibit C (the “Inventory Purchase AmountSecurity Agreement”). Performance and payment by Purchaser of Purchaser’s obligations under the Promissory Note shall be jointly and severally guaranteed by SciTec Energy, Inc., a Wyoming corporation (“SciTec”) equal to the aggregate purchase price for all such products in inventory on the Closing Dateand CompuPool Products USA, at the following unit prices: Platelets -- $400.00; Red Blood Cells -- $250.00; Fresh Frozen Plasma -- $53.00; and Cryoprecipitate -- $43.00. Notwithstanding the foregoingInc., if the Inventory Purchase Amount for all products in inventory other than platelets exceeds $50,000 a Florida corporation (such products in inventory in excess of such amount, the “Excess InventoryCompuPool”), then the Assets shall include, and the Red Cross . The Promissory Note shall be obligated to purchase prepaid as Purchaser pays Seller each Monthly Inventory Payment pursuant to this Section 2.b), only that portion 2.5(c) above and each Monthly Inventory Payment shall be applied by Seller as a payment of the Excess Inventory that meets customary requirements for blood type product mix, as determined by Red Cross in its reasonable discretion. Notwithstanding Section 1.d) to the contrary, Red Cross shall take possession principal amount of the finished blood products in inventory on the Closing Date no later than the first calendar day following the Closing Date, and Red Cross shall take possession of all work-in-process blood products in inventory on the Closing Date no later than the first calendar day following the date such work-in-process becomes finished inventoryPromissory Note.

Inventory Purchase. On If any circumstance occurs that prevents Hxxxxxx or any third party supplier from effectively filling and shipping customer Orders in accordance with Intuit’s specified quality requirements and turnaround times, including but not limited to termination of this Fourth Addendum or the Closing Date (Supply Agreement, financial issues, or any disasters, Intuit shall have the “Inventory Determination Date”)right to immediately purchase all Fourth Addendum Product in the possession or control of Hxxxxxx or third party suppliers, Sellers shall deliver to Red Cross a schedule or immediately take possession of all finished and workIntuit-in-process blood owned products in Sellers’ inventory as the possession or control of the Inventory Determination Date which comprise part of the Assets to be acquired by Red Cross pursuant Hxxxxxx or third-party suppliers. Subject to this Agreement, identified by product type. With respect to all work-in-process blood products, Sellers shall continue to process such inventory into finished blood products after the Closing Date. On the fourth (4th) business day following the Closing Date, as part of the Purchase Price, Red Cross shall pay to HemaCareSection, in the manner set forth in event that this Fourth Addendum is terminated by Intuit pursuant to Section 2.a).ii16 (Pricing and Costs) aboveof this Fourth Addendum prior to June 1, an amount 2005, Intuit shall reimburse Hxxxxxx its cost basis for any unused inventory of such Intuit Custom Products. Within five (5) days following termination of this Fourth Addendum by Intuit pursuant to Section 16 (Pricing and Costs), Hxxxxxx shall provide Intuit with a report containing the details regarding the type and quantity of unused inventory of Intuit Custom Product (“Inventory Purchase AmountIntuit Custom Product Report”). Within fifteen (15) equal to days following Intuit’s receipt of the aggregate purchase price for all such products in inventory on the Closing DateIntuit Custom Product Report, Intuit shall request, at the following unit prices: Platelets -- $400.00its sole option, that Hxxxxxx either (1) return all unused Intuit Custom Product inventory to an address specified by Intuit at Intuit’s expense; Red Blood Cells -- $250.00; Fresh Frozen Plasma -- $53.00; and Cryoprecipitate -- $43.00. Notwithstanding the foregoing, if the Inventory Purchase Amount for or (2) destroy all products in inventory other than platelets exceeds $50,000 (such products in unused Intuit Custom Product inventory in excess Harland’s or its third party supplier’s possession at Intuit’s expense and provide Intuit with certification of such amount, the destruction (“Excess InventoryIntuit’s Instructions”). Following Harland’s receipt of Intuit’s Instructions, then Hxxxxxx shall provide an invoice to Intuit for its cost basis of the Assets shall includeunused inventory of such Intuit Custom Products, and Intuit shall pay such invoice within thirty (30) days following Intuit’s receipt of such. “Intuit Custom Products” shall mean the Red Cross thank you letter or packaging containing the Intuit Logo, created specifically by Hxxxxxx or it’s third-party vendor for Intuit. Hxxxxxx shall be obligated obtain Intuit’s written approval prior to purchase pursuant to this Section 2.b), only that portion of the Excess Inventory that meets customary requirements for blood type product mix, as determined by Red Cross in its reasonable discretion. Notwithstanding Section 1.d) to the contrary, Red Cross shall take possession of the finished blood products in inventory on the Closing Date no later than the first calendar day following the Closing Date, and Red Cross shall take possession of all work-in-process blood products in inventory on the Closing Date no later than the first calendar day following the date such work-in-process becomes finished inventorycreating or ordering any Intuit Custom Products.