Inventory Transfer. Seller agrees to buy, from time to time, Buyer's on-hand inventory that is in excess of Buyer's own production requirements and is needed for Seller's production. Seller also agrees to make inventory in excess of Seller's production requirements available for sale to the Buyer, to any of Buyer's Affiliates or Authorized Agents or anyone else designated by Buyer. Seller's obligation to sell such inventory to any Buyer's Authorized Agent or to anyone else designated by Buyer, is subject to Seller's determining such entities' credit worthiness is acceptable to Seller. Transfer quantities and payment terms will be mutually agreed on a case-by-case basis. Prices shall be [*]. -------------------------------------------------------------------------------- Iomega WS, Supplier RM Rev. P, July 30, 1997 -- -- Page 4 of 26 --------------------------------------------------------------------------------
Inventory Transfer. At the written request of Celgene, Prothena shall promptly assign and transfer to Celgene (or its designee) and deliver to Celgene (or its designee) (at a location to be specified by Celgene to Prothena), any or all (as and to the extent requested by Celgene) inventory of Licensed Antibodies and Licensed Products held by or on behalf of Prothena or its Affiliates as of the Effective Date (including any such inventory held at any contract manufacturer or any other location); provided that Celgene shall pay to Prothena a reasonable, fair value cost for such transferred inventory, which cost shall be negotiated in good faith and agreed to by the Parties prior to such transfer (the “Licensed Program Inventory”).
Inventory Transfer. Upon the termination of this Agreement, Abbott shall transfer all remaining firm orders of Products pursuant to Section 2.1(b), work in process and raw materials relating to the Products manufactured pursuant to this Agreement to Hospira at Hospira’s expense, unless such termination shall have been as a result of a breach of this Agreement by Abbott or the early termination of this Agreement pursuant to Section 4.1, in which case such inventory, work in process and raw materials shall be returned at Xxxxxx’x expense.
Inventory Transfer. On Ziopharm’s reasonable request following the Effective Date, Precigen shall transfer to Ziopharm or its designee some or all of its inventory of IL-12 Products (including all final product, drug substance, intermediates, works-in-process, formulation materials, reference standards, drug product clinical reserve samples, packaged retention samples, and the like) that is then in the possession or Control of Precigen or its Affiliates or sublicensees and in quantities reasonably requested by Ziopharm; provided that Ziopharm shall pay Precigen a price equal to Precigen’s historical cost plus [*****] percent ([*****]%) for any such transferred IL-12 Product.
Inventory Transfer. In connection with the grant of the Reversion License, within [***] of expiration of the Wind-down Period, Licensee shall notify Licensor of any quantity of the Licensed Product remaining in Licensee’s inventory and to the extent requested by Licensor’s request, Licensee will transfer to Licensor any inventory of Licensed Products in the possession or control of Licensee or its Affiliates as of the termination date at a price equal to [***].
Inventory Transfer. As soon as reasonably practicable following the Effective Date (but in all cases within thirty (30) days after Chimerix’s receipt of the upfront payment pursuant to Section 5.1), Chimerix shall transfer and deliver to Merck (at a location to be specified by Merck to Chimerix), at no additional cost, all inventory of Compound and Product (including inventory of cGMP and non-cGMP bulk Compound as well as bulk Product) held by or on behalf of Chimerix or any of its Affiliates (including any such inventory held at any contract manufacturer) (the “Inventory”). The quantity of such Inventory shall be at a minimum, the quantities as set forth on Schedule 3.2, which schedule shall be broken down by cGMP and non-cGMP bulk Compound as well as by cGMP and non-cGMP bulk Product.
Inventory Transfer a. Plexus will purchase Active Inventory from Harmonic and its subcontractors at Plexus standard cost, subject to such inventory meeting Plexus and Harmonic’s reasonable inspection and acceptance criteria, less Plexus’ MOH charges.
b. Active Inventory is defined as usable and within Harmonic forecasted demand in next 12 months plus identified end-of-life raw material (up to [*]). The value of this Active Inventory is estimated to be [*] to [*]. Inventory transfers from Harmonic subcontractors will be sold directly to Plexus. In the event any conflict arises between Plexus and Harmonic’s subcontractors, then, Harmonic agrees to take an active role in resolving the issues.
Inventory Transfer. Promptly following the Effective Date and receipt of all upfront payments by BII, BII shall conduct an inventory transfer to CENTREXION with respect to the Development Compounds, such transferred inventory to include drug substance as further specified in the Tech Transfer Agreement. BII shall provide the transfer of the inventory described in the Tech Transfer Agreement subject to CENTREXION’s satisfaction of its reimbursement or payment obligations as set forth in the Tech Transfer Agreement. STRICTLY CONFIDENTIAL AND ATTORNEY-CLIENT-PRIVILEGED DRAFT - BII - CENTREXION - PATENT ASSIGNMENT AND LICENSING AGREEMENT
Inventory Transfer. At the request of Merck from time to time as set forth in the Transition Plan, NewLink shall promptly transfer title to Merck and deliver to Merck (or its designee) (at a location to be [**]), [**] any or all (as and to the extent [**]) inventory of Compound and Product (including [**]) held by or on behalf of NewLink or any of its Affiliates (including any such inventory [**]) (the “Inventory”).
Inventory Transfer. (i) GVI hereby agrees to transfer all of its right, title and interest in and to the inventory identified on Schedule 1 hereto (the “Inventory”) to SSC as provided below. GVI shall make the Inventory available to SSC for inspection (the “Inspection”) by a representative of SSC during normal business hours at its warehouse located at 0000 Xxxxx Xxxxxx Xxxxx, Xxxxxxxxx Xxxxx (the “GVI Warehouse”) until the close of business on September 13, 2006. Upon its completion of the Inspection, SSC shall promptly, and in no event later than the close of business on September 14, 2006, notify GVI in writing of any material inconsistency between Schedule I hereto and the Inventory located at the GVI Warehouse (any such inconsistency shall consist solely of missing or visibly damaged items, a “Deficiency”), which shall be the sole purpose of the Inspection. In the event that SSC provides GVI with any such written notice of Deficiency, SSC shall have no obligation to cause the Inventory to be shipped at GVI’s expense to the SSC Warehouse (as defined below) until such Deficiency has been cured by GVI. In the event SSC has not caused the Inspection to be conducted by the close of business on September 13, 2006, SSC shall be deemed to have waived its rights of inspection hereunder, and GVI shall thereafter, at GVI’s own expense, be entitled to ship the Inventory to a “Top Gun” warehouse designated by SSC located in the State of California (the “SSC Warehouse”). In the event that SSC conducts the Inspection and does not provide GVI with any notice of Deficiency as set forth in this Section 1(i), SSC shall cause the Inventory to be shipped to the SSC Warehouse at GVI’s expense by a carrier selected by SSC, which shall be reasonably acceptable to GVI, no later than the close of business on September 15, 2006; in the event that SSC fails to cause the Inventory to be removed from the GVI Warehouse by such time, GVI shall thereafter, at GVI’s own expense, be entitled to ship the Inventory to the SSC Warehouse. SSC shall take title to the Inventory (and risk of loss shall pass to SSC) only upon the removal of the Inventory from the GVI Warehouse for delivery to the SSC Warehouse by SSC’s carrier or GVI’s carrier, as applicable.
(ii) SUBJECT TO THE PRECEDING PARAGRAPH, THE ESI PARTIES REPRESENT THAT THEY HAVE HAD THE OPPORTUNITY TO INSPECT AND ARE FULLY FAMILIAR WITH THE INVENTORY AND HEREBY COVENANT AND AGREE THAT THEY ACCEPT THE CONDITION OF THE INVENTORY “AS IS” AND “WHERE IS”. E...
