Common use of Repurchase of Inventory Clause in Contracts

Repurchase of Inventory. Upon termination of this Agreement 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 Products, all inventory of Products 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 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 foregoing, upon termination of this Agreement by Manufacturer under Section 10.2(b)(ii) or (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 Party under Section 10.6 (termination of NDA or withdrawal of Branded Products) , Manufacturer shall reimburse Distributor for [***] by Distributor under Section 5.1 for all inventory of Products purchased by Manufacturer under this Section 10.9(b) and [***] associated with returning such inventory to Manufacturer.

Repurchase of Inventory. Upon termination of this Agreement 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 Control10.2(b), by Distributor under Section 10.3(c) (Continuing Suspension) or 10.4 (Manufacturer’s Event of Default10.2(c), or by either Party under Section 10.3(b) (Significant Selling Price Decrease) ), 10.4, 10.5, or 10.6 within two (termination 2) months from the effective date of NDA or withdrawal of Branded Products)termination, Manufacturer shall purchase from Distributor, at the Invoice Supply Price paid for such Products, (i) 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 Products then held by Distributor; (ii) in the case of termination under Section 10.2(c), or 10.5, all saleable inventory of Products then held by Distributor that has no CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION less than *** (***) *** of remaining shelf life as of the date of termination; (iii) in the case of termination under Section 10.3(b), *** *** (***) of all saleable inventory of Products then held by Distributor that has no less than [*** (***] ) *** of remaining shelf life as of the date of termination termination; and (except that in no event shall the Products to be purchased back from Distributor exceed [***] of *** Certain information on this page has been omitted 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 terminationiv) and except that the shelf life requirement shall not apply in the case of termination under Section 10.3(c)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), provided that (ii) or (iii), Distributor has shall have used its Commercially Reasonable Efforts commercially reasonable efforts to reduce the amount of saleable inventory held at termination. In addition to the foregoing, upon termination of this Agreement by Manufacturer under Section 10.2(b)(ii10.2(b) or 10.6 (iii) (Manufacturerand upon Distributor’s Convenience after First Commercial Sale), by Distributor request in the case of termination under Section 10.3(c) (Continuing Suspension) or 10.4 (for Manufacturer’s Event of Default), or by either Party under Section 10.6 (termination of NDA or withdrawal of Branded Products) , Manufacturer shall reimburse Distributor for [***] * costs previously paid by Distributor 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. Upon termination of this Agreement 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 Control10.2(b), by Distributor under Section 10.3(c) (Continuing Suspension) or 10.4 (Manufacturer’s Event of Default10.2(c), or by either Party under Section 10.3(b) (Significant Selling Price Decrease) ), 10.4, 10.5, or 10.6 within two (termination 2) months from the effective date of NDA or withdrawal of Branded Products)termination, Manufacturer shall purchase from Distributor, at the Invoice Supply Price paid for such Products, (i) 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 Products then held by Distributor; (ii) in the case of termination under Section 10.2(c), or 10.5, all saleable inventory of Products then held by Distributor that has no less than [*** (***] ) *** of remaining shelf life as of the date of termination 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 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 terminationiii) and except that the shelf life requirement shall not apply in the case of termination under Section 10.3(c)10.3(b), *** *** (***) of all saleable inventory of Products then held by Distributor that has no less than *** (***) *** of remaining shelf life as of the date of termination; and (iv) 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 has shall have used its Commercially Reasonable Efforts commercially reasonable efforts to reduce the amount of saleable inventory held at termination. In addition to the foregoing, upon termination of this Agreement by Manufacturer under Section 10.2(b)(ii10.2(b) or 10.6 (iii) (Manufacturerand upon Distributor’s Convenience after First Commercial Sale), by Distributor request in the case of termination under Section 10.3(c) (Continuing Suspension) or 10.4 (for Manufacturer’s Event of Default), or by either Party under Section 10.6 (termination of NDA or withdrawal of Branded Products) , Manufacturer shall reimburse Distributor for [***] * costs previously paid by Distributor 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. Upon termination of this Agreement 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), 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 ProductsProducts (and a credit for any Invoice Supply Price due but not yet paid), all inventory of Products 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 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 *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. addition to the foregoing, upon termination of this Agreement by Manufacturer under Section 10.2(b)(ii) or (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 Party under Section 10.6 (termination of NDA or withdrawal of Branded Products) ), Manufacturer shall reimburse Distributor for [***] by Distributor under Section 5.1 for all inventory of Products purchased by Manufacturer under this Section 10.9(b) and [***] associated with returning such inventory to Manufacturer.