Common use of Repurchase of Inventory Clause in Contracts

Repurchase of Inventory. (a) Within thirty (30) days after termination or expiration of this Agreement, PENUMBRA and DISTRIBUTOR shall mutually elect in writing to either: (i) permit DISTRIBUTOR to sell off its remaining inventory of Products; provided however, that DISTRIBUTOR shall comply with all terms and conditions of this Agreement restricting such reselling activities in effect immediately prior to termination or expiration; or (ii) permit PENUMBRA to repurchase DISTRIBUTOR’s inventory of Products which are: salable; in the original packages; and, are unaltered from their original form and design (excluding the labels mounted on Products following the regulatory requirements) (except as provided in section 5(c)); and if the parties are unable to agree, PENUMBRA shall make the election. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. In the event that this Agreement is terminated due to a material breach or default by either PENUMBRA or DISTRIBUTOR then the repurchase options outlined in this section 9(a) will be at the sole discretion of the party not in breach of the Agreement. (b) Any such repurchase of DISTRIBUTOR’s inventory of Products shall be at the price paid by DISTRIBUTOR for such Products. Repurchased inventory shall be shipped according to PENUMBRA’S instructions, at PENUMBRA’S expense. PENUMBRA shall pay DISTRIBUTOR for such repurchased Products within thirty (30) days after the date of shipment (B/L Date) thereof by DISTRIBUTOR.

Repurchase of Inventory. (a) Within thirty (30) days after Upon termination or expiration of this AgreementAgreement under Section 10.2(b), PENUMBRA and DISTRIBUTOR 10.2(c), 10.3(b), 10.4, 10.5, or 10.6 within two (2) months from the effective date of termination, Manufacturer shall mutually elect in writing to either: purchase from Distributor, at the Supply Price paid for such Products, (i) permit DISTRIBUTOR to sell off its remaining in the case of termination under Section 10.2(b) or 10.6 (and upon Distributor’s request in the case of termination under Section 10.4 for Manufacturer’s Event of Default), all inventory of ProductsProducts then held by Distributor; provided however, that DISTRIBUTOR shall comply with all terms and conditions of this Agreement restricting such reselling activities in effect immediately prior to termination or expiration; or (ii) permit PENUMBRA to repurchase DISTRIBUTOR’s in the case of termination under Section 10.2(c), or 10.5, all saleable inventory of Products which are: salable; in the original packages; and, are unaltered from their original form and design then held by Distributor that has no less than *** (excluding the labels mounted on Products following the regulatory requirements) (except as provided in section 5(c)); and if the parties are unable to agree, PENUMBRA shall make the election. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. In the event that this Agreement is terminated due to a material breach or default by either PENUMBRA or DISTRIBUTOR then the repurchase options outlined in this section 9(a) will be at the sole discretion *** of remaining shelf life as of the party not date of termination; (iii) in breach the case of the Agreement. termination under Section 10.3(b), *** *** (b***) Any such repurchase of DISTRIBUTOR’s all saleable inventory of Products shall be at the price paid then held by DISTRIBUTOR for such Products. Repurchased inventory shall be shipped according to PENUMBRA’S instructions, at PENUMBRA’S expense. PENUMBRA shall pay DISTRIBUTOR for such repurchased Products within thirty Distributor that has no less than *** (30***) days after *** of remaining shelf life as of the date of shipment termination; and (B/L Dateiv) thereof in the case of termination under Section 10.4 for Distributor’s Event of Default, Manufacturer shall have no obligation to repurchase any of Distributor’s inventory; provided that in the event of the occurrences described in (i), (ii) or (iii), Distributor shall have used its commercially reasonable efforts to reduce the amount of saleable inventory held at termination. In addition to the foregoing, upon termination under Section 10.2(b) or 10.6 (and upon Distributor’s request in the case of termination under Section 10.4 for Manufacturer’s Event of Default), Manufacturer shall reimburse Distributor for *** costs previously paid by DISTRIBUTORDistributor under Section 5.1 for all inventory of Products purchased by Manufacturer under this Section 10.9(b), and all out-of-pocket *** costs associated with returning such inventory to Manufacturer. To the extent Manufacturer elects to remove a particular Product from this Agreement under Section 10.2(b), then the provisions contained in this Section 10.9(b) shall apply only to that Product so removed.

Repurchase of Inventory. (a) Within thirty (30) days after Upon termination or expiration of this AgreementAgreement under Section 10.2(b), PENUMBRA and DISTRIBUTOR 10.2(c), 10.3(b), 10.4, 10.5, or 10.6 within two (2) months from the effective date of termination, Manufacturer shall mutually elect in writing to either: purchase from Distributor, at the Supply Price paid for such Products, (i) permit DISTRIBUTOR to sell off its remaining in the case of termination under Section 10.2(b) or 10.6 (and upon Distributor’s request in the case of termination under Section 10.4 for Manufacturer’s Event of Default), all inventory of ProductsProducts then held by Distributor; provided however, that DISTRIBUTOR shall comply with all terms and conditions of this Agreement restricting such reselling activities in effect immediately prior to termination or expiration; or (ii) permit PENUMBRA to repurchase DISTRIBUTOR’s in the case of termination under Section 10.2(c), or 10.5, all saleable inventory of Products which are: salable; in the original packages; andthen held by Distributor that has no CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, are unaltered from their original form and design (excluding the labels mounted on Products following the regulatory requirements) (except as provided in section 5(c)); and if the parties are unable to agree, PENUMBRA shall make the election. * Confidential Information, indicated by [WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. In the event that this Agreement is terminated due to a material breach or default by either PENUMBRA or DISTRIBUTOR then the repurchase options outlined in this section 9(aHAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION less than *** (***) will be at the sole discretion *** of remaining shelf life as of the party not date of termination; (iii) in breach the case of the Agreement. termination under Section 10.3(b), *** *** (b***) Any such repurchase of DISTRIBUTOR’s all saleable inventory of Products shall be at the price paid then held by DISTRIBUTOR for such Products. Repurchased inventory shall be shipped according to PENUMBRA’S instructions, at PENUMBRA’S expense. PENUMBRA shall pay DISTRIBUTOR for such repurchased Products within thirty Distributor that has no less than *** (30***) days after *** of remaining shelf life as of the date of shipment termination; and (B/L Dateiv) thereof in the case of termination under Section 10.4 for Distributor’s Event of Default, Manufacturer shall have no obligation to repurchase any of Distributor’s inventory; provided that in the event of the occurrences described in (i), (ii) or (iii), Distributor shall have used its commercially reasonable efforts to reduce the amount of saleable inventory held at termination. In addition to the foregoing, upon termination under Section 10.2(b) or 10.6 (and upon Distributor’s request in the case of termination under Section 10.4 for Manufacturer’s Event of Default), Manufacturer shall reimburse Distributor for *** costs previously paid by DISTRIBUTORDistributor under Section 5.1 for all inventory of Products purchased by Manufacturer under this Section 10.9(b), and all out-of-pocket *** costs associated with returning such inventory to Manufacturer. To the extent Manufacturer elects to remove a particular Product from this Agreement under Section 10.2(b), then the provisions contained in this Section 10.9(b) shall apply only to that Product so removed.

Repurchase of Inventory. (a) Within thirty (30) days after Upon termination or expiration of this Agreement, PENUMBRA and DISTRIBUTOR shall mutually elect in writing to either: (i) permit DISTRIBUTOR to sell off its remaining inventory of Products; provided however, that DISTRIBUTOR shall comply with all terms and conditions of this Agreement restricting by Manufacturer under Section 10.2(b)(ii) or (iii) (Manufacturer’s convenience after First Commercial Sale) or 10.2(c) (Manufacturer’s choice upon Distributor’s Change of Control), by Distributor under Section 10.3(c) (Continuing Suspension) or 10.4 (Manufacturer’s Event of Default), or by either Party under Section 10.3(b) (Significant Selling Price Decrease) or 10.6 (termination of NDA or withdrawal of Branded Products), Manufacturer shall purchase from Distributor, at the Invoice Supply Price paid for such reselling activities in effect immediately prior to termination or expiration; or (ii) permit PENUMBRA to repurchase DISTRIBUTOR’s Products, all inventory of Products which are: salable; in the original packages; and, are unaltered from their original form and design (excluding the labels mounted on Products following the regulatory requirements) (except as provided in section 5(c)); and if the parties are unable to agree, PENUMBRA shall make the election. * Confidential Information, indicated then held by Distributor that has no less than [***], ] of remaining shelf life as of the date of termination (except that in no event shall the Products to be purchased back from Distributor exceed [***] of *** Certain information on this page has been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. inventory based on the average sales by Distributor for the [***] prior to the date of notice of termination) and except that the shelf life requirement shall not apply in the case of termination under Section 10.3(c)), provided that Distributor has used its Commercially Reasonable Efforts to reduce the amount of inventory held at termination. In addition to the event that foregoing, upon termination of this Agreement is terminated due to a material breach by Manufacturer under Section 10.2(b)(ii) or default (iii) (Manufacturer’s Convenience after First Commercial Sale), by Distributor under Section 10.3(c) (Continuing Suspension) or 10.4 (Manufacturer’s Event of Default), or by either PENUMBRA Party under Section 10.6 (termination of NDA or DISTRIBUTOR then the repurchase options outlined in this section 9(awithdrawal of Branded Products) will be at the sole discretion of the party not in breach of the Agreement. (b) Any such repurchase of DISTRIBUTOR’s , Manufacturer shall reimburse Distributor for [***] by Distributor under Section 5.1 for all inventory of Products shall be at the price paid purchased by DISTRIBUTOR for Manufacturer under this Section 10.9(b) and [***] associated with returning such Products. Repurchased inventory shall be shipped according to PENUMBRA’S instructions, at PENUMBRA’S expense. PENUMBRA shall pay DISTRIBUTOR for such repurchased Products within thirty (30) days after the date of shipment (B/L Date) thereof by DISTRIBUTORManufacturer.

Repurchase of Inventory. (a) Within thirty (30) days after Upon termination or expiration of this Agreement, PENUMBRA and DISTRIBUTOR shall mutually elect in writing to either: (i) permit DISTRIBUTOR to sell off its remaining inventory of Products; provided however, that DISTRIBUTOR shall comply with all terms and conditions of this Agreement restricting by Manufacturer under Section 10.2(b)(ii) or (iii) (Manufacturer’s convenience after First Commercial Sale), 10.2(c) (Manufacturer’s choice upon Distributor’s Change of Control), or 10.2(e) (Additional Termination Right for Capsule Product), by Distributor under Section 10.3(c) (Continuing Suspension) or 10.4 (Manufacturer’s Event of Default), or by either Party under Section 10.3(b) (Significant Selling Price Decrease) or 10.6 (termination of NDA or withdrawal of Branded Products), Manufacturer shall purchase from Distributor, at the Invoice Supply Price paid for such reselling activities in effect immediately prior to termination or expiration; or Products (ii) permit PENUMBRA to repurchase DISTRIBUTOR’s and a credit for any Invoice Supply Price due but not yet paid), all inventory of Products which are: salable; in the original packages; and, are unaltered from their original form and design (excluding the labels mounted on Products following the regulatory requirements) (except as provided in section 5(c)); and if the parties are unable to agree, PENUMBRA shall make the election. * Confidential Information, indicated then held by Distributor that has no less than [***]] of remaining shelf life as of the date of termination (except that in no event shall the Products to be purchased back from Distributor exceed [***] of inventory based on the average sales by Distributor for the [***] prior to the date of notice of termination) and except that the shelf life requirement shall not apply in the case of termination under Section 10.3(c)), provided that Distributor has used its Commercially Reasonable Efforts to reduce the amount of inventory held at termination. In *** Certain information on this page has been omitted from this filing and filed separately with the Securities and Exchange Commission. In Confidential treatment has been requested with respect to the event that omitted portions. addition to the foregoing, upon termination of this Agreement is terminated due to a material breach by Manufacturer under Section 10.2(b)(ii) or default (iii) (Manufacturer’s Convenience after First Commercial Sale) or 10.2(e) (Additional Termination Right for Capsule Product), by Distributor under Section 10.3(c) (Continuing Suspension) or 10.4 (Manufacturer’s Event of Default), or by either PENUMBRA Party under Section 10.6 (termination of NDA or DISTRIBUTOR then the repurchase options outlined in this section 9(a) will be at the sole discretion withdrawal of the party not in breach of the Agreement. (b) Any such repurchase of DISTRIBUTOR’s Branded Products), Manufacturer shall reimburse Distributor for [***] by Distributor under Section 5.1 for all inventory of Products shall be at the price paid purchased by DISTRIBUTOR for Manufacturer under this Section 10.9(b) and [***] associated with returning such Products. Repurchased inventory shall be shipped according to PENUMBRA’S instructions, at PENUMBRA’S expense. PENUMBRA shall pay DISTRIBUTOR for such repurchased Products within thirty (30) days after the date of shipment (B/L Date) thereof by DISTRIBUTORManufacturer.