Transfer of Inventory. Adolor shall be entitled to decide, --------------------- within its reasonably exercised discretion, whether (i) GSK shall sell to Adolor or its designee at cost all remaining inventory of the Terminated Collaboration Product which are in good saleable condition, or (ii) GSK shall be entitled to sell out such remaining inventory under the conditions set forth in this Agreement, including all payment obligations, during a period of six (6) months after termination. Inventory of the Terminated Collaboration Product not sold to Adolor or inventory not sold out by GSK shall be destroyed at GSK's sole cost and expense. If Adolor decides to elect for item (ii) herein, GSK's rights to use the Adolor Housemark pursuant to Section 2.4.4(b) and, to the extent applicable, and, without prejudice to any other provision of this Agreement, the GI Product Trademarks and the Adolor Product Trademarks shall survive termination until expiry of such six (6) month period or, if earlier, until such time as any existing inventory of labeling, package inserts or outserts, monographs or packaging materials or promotional materials for the Terminated Collaboration Product that contain the Adolor Housemark has been depleted.
Transfer of Inventory. (a) At LICENSEE’s request, which request must be made no later than 60 days after the Effective Date and for a period of not to exceed 30 days from the first date of any such request, NOVARTIS will make available to LICENSEE nine hundred (900) vials of LDH221 (2.2mg/ml liquid, in vial 1ml (DS batch 101003005, DP batch Y0920614)), to the extent in Novartis’s or its Affiliates possession and in the form in Novartis’ or its Affiliates’ possession as of the date of LICENSEE’s request (the “Existing Supply”). The Existing Supply will be made available Ex Works (NOVARTIS’ facility in Basel, Switzerland) (Incoterms 2010) for no more than two shipments, and LICENSEE shall assume all responsibility for shipping, insuring, and receiving the Existing Supply from that facility. The Existing Supply will not be used for the Commercialization of a Product. LICENSEE (a) will use such Existing Supply solely for performance of the research and Development of Products, under suitable containment conditions in accordance with all Applicable Laws, as well as with all guidelines for use of the Existing Supply provided by NOVARTIS; (b) will under no circumstances administer the Existing Supply to humans (except as may be incidentally included in a Product); and (c) will use the Existing Supply with caution and prudence in any experimental work, since not all of the characteristics of such Existing Supply are necessarily known. Subject to NOVARTIS’ compliance with Section 4.4.1(b), LICENSEE shall bear all risk to it and/or any others resulting, directly or indirectly, from shipping, receipt, use, application, storage, disposal, and destruction of the Existing Supply.
(b) At the time of transfer of any Existing Supply to LICENSEE, each shipment of Existing Supply (i) will have been manufactured in accordance with all Applicable Laws in effect at the time of manufacture, (ii) will have been manufactured under Good Manufacturing Practices; (iii) shall conform to specifications to be provided to LICENSEE upon shipment (the “Specifications”). For the avoidance of doubt, the Specifications shall only define the Existing Supply in the form specified above, and no warranty is provided that the Specifications will be fit for LICENSEE’s
Transfer of Inventory. GEN-PROBE shall cause GP France to permit BIOMERIEUX to inspect and audit its inventory and to transfer its inventory to BIOMERIEUX in accordance with the terms and conditions set forth in Exhibit C to the Distributorship Arrangements Agreement and on the basis therein provided, and BIOMERIEUX shall make payment accordingly. On termination of the Distributorship Arrangements Agreement, GEN-PROBE shall have the option to repurchase any inventory acquired by BIOMERIEUX from GP France in accordance with Section 4 of said agreement. D.
Transfer of Inventory. On the Commencement Date, Landlord shall transfer to Tenant all Inventory (as defined in the Agreement) acquired by Landlord pursuant to the Agreement and any income received by Landlord pursuant to Section 6.6 of the Agreement.
Transfer of Inventory. On the terms and subject to the conditions of this Agreement and for the consideration set forth herein and in the License Agreement, Seller hereby conveys, assigns, transfers and delivers to Buyer, and Buyer hereby acquires from Seller, the Inventory. Such rights, title and interests in and to the Inventory shall be free and clear of any and all claims, Liabilities, liens and encumbrances, except as expressly provided herein.
Transfer of Inventory. In consideration for the issuance and sale by the Company of the Shares, Transferor shall transfer to the Company the Inventory and Equipment.
Transfer of Inventory. On the Closing Date, Elan Inc. shall consummate the sale of the Transferred Inventory by delivering possession of the Transferred Inventory to Biogen Idec or to its Affiliate designated to purchase and/or receive the Transferred Inventory.
Transfer of Inventory. Upon LCB’s request, LCB may procure any unsold or unused stocks of the Licensed Products from Pyxis. Such stocks shall be provided at a transfer price that equals [***]
Transfer of Inventory. (a) Starting at the Closing Time and effective as of the Closing Time, authorized representatives of the parties shall perform the following functions for all motor vehicles that were checked and placed in the care of Seller: (i) xxxx all motor vehicles with a sticker to tape; (ii) prepare an inventory of such vehicles ("INVENTORIED VEHICLES") indicating the check number applicable thereto; and (iii) transfer control of the Inventoried Vehicles to an authorized representative of Buyer and secure a receipt for the Inventoried Vehicles. Thereafter, Buyer shall be responsible for the Inventoried Vehicles.
(b) Starting at the Closing Time and effective as of the Closing Time, authorized representatives of Buyer and Seller shall take inventory of (i) all baggage, suitcases, luggage, valises and trunks of hotel guests checked or left in the care of Seller and (ii) all luggage or other property of guests retained by Seller as security for unpaid accounts receivable not included in the Property; provided, however, that no such baggage, suitcases, luggage, valises or trunks shall be opened. Except for the property referred to in (ii) above, which shall be removed from the Premises by Seller prior to the Closing Date, all such baggage and other items shall be sealed in a manner to be agreed upon by the parties and listed in an inventory prepared and signed jointly by representatives of Buyer and Seller promptly following the Closing Time. Buyer shall be responsible from and after the Closing Time for all baggage and other items listed in such inventory and, where the seals have been broken, for the contents thereof. Seller shall be responsible for said contents if the seals have not been broken and for all luggage or other property of guests not listed on such inventory or retained by Seller as security for unpaid accounts receivable not included in the Property. By conveying the Property to Buyer on the Closing Date, Seller shall be deemed, without further action, to have assigned any storage, warehouse or innkeepers Liens it may have under applicable Law.
(c) Not later than thirty (30) days prior to Closing, Seller shall use reasonable best efforts to send a notice by certified mail to the last known address of each person who has stored personal property in safe deposit boxes located at the Hotel, advising them that they must make arrangements with Buyer to continue use of their safe deposit box and that if they should fail to do so within fifteen (15) days after...
Transfer of Inventory. 63 28.2 LANDLORD'S RIGHT TO INSPECT . . . . . . . . . . . . . . . . . . 63 28.3
