Purchase and Sale of Inventory. (a) As of the First Sales Booking Date, Depomed shall sell, convey and assign to Santarus, and Santarus shall purchase and acquire from Depomed, all of Depomed’s right, title
Purchase and Sale of Inventory. At the Effective Time, on the terms and subject to the conditions hereof and in reliance upon the representations, warranties and covenants contained herein and in consideration of the Inventory Cost paid to Seller by Buyer, Seller will sell, convey, transfer, assign and deliver to the Buyer, and the Buyer will purchase and acquire from Seller, all of Seller’s right, title and interest in and to the Inventory; provided, however, Buyer shall only be required to purchase up to $6.5 million of Inventory hereunder (the “Inventory Cap”) and Seller shall retain all Inventory (other than the Clinical Trial Inventory) in excess of the Inventory Cap.
Purchase and Sale of Inventory. On the terms and subject to the conditions of this Agreement, Buyer shall purchase and acquire from the Seller, and Seller will sell, convey, transfer, assign, and deliver to Buyer, all right, title, and interest (record and beneficial) in and to Seller’s Inventory, or any portion thereof, free and clear of all liens (other than restrictions imposed on transfer under applicable federal and/or state securities Laws or regulations) at a price for each item of Inventory to be agreed upon between the Parties at least ten (10) business days before the Closing or at a time as otherwise mutually agreed by the Parties.
Purchase and Sale of Inventory. (a) As of the First Sales Booking Date, Depomed shall sell, convey and assign to Santarus, and Santarus shall purchase and acquire from Depomed, all of Depomed’s right, title Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission. and interest in and to the Inventory, free and clear of all Encumbrances; provided, however, that, notwithstanding Santarus’ payment for the API included in the Inventory that is held at Patheon as of the First Sales Booking Date (“Existing API”), Depomed shall have the right to use the Existing API solely for the purpose of having Manufactured any additional quantities of 500mg Product ordered by Santarus prior to the Manufacture Transfer Date for the 500mg Product pursuant to Section 7.1 or covered by Open Product Orders for the 500mg Product.
Purchase and Sale of Inventory. Until to the Closing Date, BFE undertakes to purchase, and the Company undertakes to sell the assets of the Company’s inventory, mentioned in Exhibit 6.12, for fifty-nine million, nine hundred forty-nine thousand and two hundred and seventy four reais (R$59,949,274.00), which corresponds to the sum of the respective book value of abovementioned assets in the Base Date.
Purchase and Sale of Inventory. Subject to the terms and conditions of this Agreement, on the Initials Closing Date (as hereinafter defined), Seller shall sell, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Initials Inventory LDP Cost (as hereinafter defined) the Existing Continuing Initials Inventory (as hereinafter defined). As used herein, "Existing Continuing Initials Inventory" shall mean (i) those items of inventory from Seller's "Initials" replenishment program inventory (the "Initials Inventory") listed on Schedule 3.1 and existing at the Initials Closing, and (ii) those items of Initials Inventory, including piece goods and finished goods, purchased by Seller after the date hereof and prior to the Initials Closing with the prior written approval of Buyer, and existing at the Initials Closing; provided Seller shall have the right to exclude from the Existing Continuing Initials Inventory to be purchased by Buyer those items for which Seller has firm purchase orders in place on the Initials Closing Date, which orders were placed in the ordinary course of Seller's business. The Existing Continuing Initials Inventory will be subject to the provisions of Section 3.4.
Purchase and Sale of Inventory. Subject to the terms and conditions of this Agreement, from time to time after the Closing Date (as hereinafter defined), Seller shall sell, transfer and
Purchase and Sale of Inventory. (a) Subject to the terms and conditions of this Agreement, each Seller hereby sells, assigns, transfers and conveys to the Purchaser, on the Effective Date and from time to time thereafter, all its respective right, title and interest, in, to and under all Inventory existing as of March 1, 1998 and thereafter maintained from time to time, as provided in paragraph (b) below, and all related rights (but none of the obligations) of each such Seller with respect to Inventory.
Purchase and Sale of Inventory. ASSETS")
Purchase and Sale of Inventory with Physical Transfer of the Inventory from the Location of an Affiliate of BMS to the Location of an Affiliate of Sanofi. Upon the terms and subject to the conditions of this Agreement, on the Initial Closing Date, BMS shall cause its Affiliates listed in Schedule 2.10 – Part A Column “Selling Companies” (the “Selling Companies”) to sell, transfer, and assign to the Affiliates of Sanofi listed in Schedule 2.10 – Part A Column “Purchasing Companies” (the “Purchasing Companies”) and Sanofi shall cause the Purchasing Companies to acquire and assume from the Selling Companies all right, title, and interest of the Selling Companies in the Transferred Inventory, in accordance with the following provisions. 1 Such Estimated Future Sales will be based on the estimated quantities set forth in Schedule 2.10 plus pending orders minus projected sales until Initial Closing Date. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
