Remaining Inventory. Upon the expiration or termination of this Agreement, Buyer agrees to purchase from Seller or Seller’s Affiliates, and Seller agrees to sell, or cause its applicable Affiliate to sell, to Buyer in accordance with all Regulatory Requirements, (i) all Product covered by Purchase Orders in accordance with Section 2.2(d) (the “Ordered Products”), which shall be purchased and sold at the prices specified in the applicable Purchase Order, and (ii) all Materials purchased by Seller in the normal course of business and consistent with past practice in connection with the performance of this Agreement and the Manufacture of Products hereunder (which, for the avoidance of doubt shall include any raw materials obtained by Seller or its Affiliates in contemplation any Firm Orders and any other raw materials purchased by Seller pursuant to Buyer’s written approval or authorization) (the “Ordered Materials” and, together with the Ordered Products, collectively, the “Remaining Inventory”), which shall be purchased and sold for an amount equal to, as applicable, either Seller’s or Seller’s Affiliate’s (A) then applicable standard inventory cost, or (B) the acquisition cost (i.e., price paid by Seller or Seller’s Affiliate to the applicable vendor, plus freight and set up costs) plus [***] percent ([***]%), plus any applicable tax, excise charge, or similar charge provided for in Section 2.3(d), provided that such Remaining Inventory complies with the representations, warranties and covenants contained in Section 3.1 hereof. At the request of Buyer and in no event later than thirty-five (35) Business Days prior to the expiration of this Agreement, or immediately upon termination of this Agreement, Seller shall provide Buyer with a detailed list and description of the type and amount of Remaining Inventory to be purchased pursuant to this Section 2.2(f), and shall, at Buyer’s reasonable request, cooperate with Buyer in verifying the amount and cost of such Remaining Inventory. Within three (3) Business Days following Seller’s and Buyer’s agreement regarding amount and cost of such Remaining Inventory, Buyer shall issue a purchase order to Seller for such Remaining Inventory. Payment for such Remaining Inventory shall be made by Buyer within sixty (60) days after receipt by Buyer of such Remaining Inventory. [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted ...
Remaining Inventory. Upon termination of this Master Agreement ------------------- for cause or without cause, MIKN shall have [] to distribute any remaining inventory in process and in existence as of the effective date of the termination, subject to the obligation for MIKN to pay royalties hereunder for any such distribution.
Remaining Inventory. Xxxxxxx (and its Affiliates and sublicensees), with Arrowhead’s consent, which will not be unreasonably withheld, shall have the right to sell or have sold any remaining inventory of Licensed Products following the effective date of termination of the Agreement.
Remaining Inventory. Paladin shall maintain a normal level of inventory of the Product prior to expiration or termination of this Agreement, and shall have a period of six (6) months from the date of termination of this Agreement during which it may sell its remaining inventory of Product, provided it sell such inventory in a manner substantially similar to the manner in which it was selling Product prior to the termination.
Remaining Inventory. MEDA shall maintain a normal level of inventory of the Product prior to expiration or termination of this Agreement, and shall have a period of six (6) months from the date of termination of this Agreement during which it may sell its remaining inventory of Product, provided it sell such inventory in a manner substantially similar to the manner in which it was selling Product prior to the termination.
Remaining Inventory. Seller shall retain the Remaining Inventory in Seller's possession and control after the Effective Date and until: (i) such Remaining Inventory is used by Seller to manufacture filled and labeled vials of finished Product from all or any part of such Remaining Inventory pursuant to Section 6.1(a); and/or (ii) Seller ships all or any part of such Remaining Inventory to Purchaser or to a Third Party designated by Purchaser. Notwithstanding the other provisions of this Section 2.5(b), Seller shall have no obligation to retain or maintain such Remaining Inventory longer than one (1) year after the Effective Date and Purchaser expressly acknowledges that Remaining Inventory may be used in manufacturing under the Supply Agreement and may be unavailable or available in different quantities thereafter as set forth herein. Payment for such Remaining Inventory shall be made by Purchaser as described in Section 2.3(b) hereof. During the period after the Effective Date that Seller remains in possession and control of the Remaining Inventory, Seller shall use reasonable commercial efforts to maintain such Remaining Inventory in accordance with the specifications therefor.
Remaining Inventory. Abboxx xxxll maintain a normal level of inventory of the Products prior to expiration or termination of this Agreement, and shall have a period of six (6) months from the date of termination of this Agreement during which it may sell its remaining inventory of Products, provided it sell such inventory in a manner substantially similar to the manner in which it was selling Products prior to the termination.
Remaining Inventory. 14.1 Upon the expiration or earlier termination of this Agreement, for any reason whatsoever, Licensee shall, within thirty (30) days thereof, deliver to Licensor a complete and accurate schedule of Licensee's inventory of Products, work in progress and raw materials. Such schedule shall be prepared as of the close of business on the date of such termination.
14.2 Licensor shall thereupon have the option, exercisable by written notice delivered to Licensee within thirty (30) days of receipt of the schedule of inventory, to purchase any or all of the inventory for an amount equal to Licensee's actual cost, F.O.B. factory or LDP with freight warehouse, as defined according to Generally Accepted Accounting Principles of the United States. Should Licensor send such notice, Licensee will ship to Licensor all of the inventory specified therein, within thirty (30) days of receipt thereof for inventory located in Licensee's facilities, or, for all other inventory, promptly thereafter but no more than forty-five (45) days thereafter. Licensor shall pay Licensee for such inventory within thirty (30) days of receipt.
14.3 In the event that Licensor elects not to exercise its option to purchase the remaining inventory, Licensee shall have a period of six (6) months from the effective date of termination to complete work in progress and to sell and deliver to other purchasers its remaining inventory under Licensor's Marks on a non-exclusive basis. Licensee will make its reasonable effort to sell only to the previous season's customers and to sell only at regular prices. Royalties on said sales shall be due on the 30th day following the sale thereof.
14.4 The right provided immediately above shall only apply to the remaining inventory of Products as are in good saleable condition. Licensee shall not commence the manufacture of Products during said period and, at the end of such six (6) month period, shall not sell any of its then remaining inventory, unless completely debranded by the removal of all labels, tags, lining, embroidery which identifies the Xxxx(s).
14.5 If termination is due to the uncured defective quality of the Products manufactured, imported, sold or distributed by Licensee or the unauthorized use of Licensor's Marks by Licensee, Licensee shall be deemed to have waived the provisions of this Article 14 and shall not sell or distribute any remaining inventory, whatsoever, unless completely debranded.
14.6 All imprints, lettering, stationery, tags, labels...
Remaining Inventory. At the expiration of the Supply Term, Celltech shall purchase from Pfizer, and Pfizer shall sell to Celltech, its inventory of materials used solely in the manufacture and packaging of the Product, including without limitation, the active pharmaceutical ingredient of the Product and packaging materials, at Pfizer’s cost; provided, however, except as set forth below, such materials shall be usable in the ordinary course of manufacturing and packaging the Product and, if applicable, have a shelf life of eighteen (18) months or more. Notwithstanding the foregoing, Celltech’s obligation to purchase materials under this Section shall apply even to packaging materials which become obsolete due to Celltech’s actions after the Date of this Amendment (such as Celltech’s decision to change the artwork of packaging materials or Celltech’s failure to order the forecasted quantities). Celltech shall also assume any obligation to purchase active pharmaceutical’ ingredient of the Product under the * Supply Agreement outstanding at the expiration of the Supply Term. Celltech’s obligation to purchase materials under this Section shall be limited to the extent the quantities of the remaining materials are generally consistent with the forecasts submitted by Celltech or other written requests of Celltech.
Remaining Inventory. As soon as reasonably practicable, but no later than thirty (30) days after the effective date of termination of this Agreement, MTF shall provide CONMED with a complete inventory of finished SMTs in MTF’s possession, or otherwise in MTF’s control. At such time, CONMED may inspect MTF’s inventory and audit MTF’s records in the manner provided in Section 10.4. For a period of ninety (90) days after the effective date of termination of this Agreement, irrespective of the reason for termination, CONMED, in accordance with the provisions of Section 4.5, may market and promote, and MTF shall distribute as instructed, all or any part of MTF’s inventory of SMTs in MTF’s possession or control on the effective date of such termination. Any distribution of SMTs by MTF under this Section 14.4.2 shall be in accordance with and subject to all of the other applicable provisions in this Agreement, including the payment and reporting provisions in Section 10. If this Agreement is terminated by MTF pursuant to Section 14.2, to the extent that CONMED does not solicit orders for any or all of MTF’s inventory of SMTs in MTF’s possession or control on the effective date of such termination, CONMED shall pay to MTF, within one hundred twenty (120) days after the effective date of termination, 100% of the costs of any such remaining inventory that is deemed to be part of a “firm” forecast pursuant to Section 6.4.