Transferred Inventory Clause Samples

Transferred Inventory. “Transferred Inventory” has the meaning set forth in Section 1.1(b).

Transferred Inventory. (a) Within five (5) calendar days after the Effective Date, conditioned on Alliant’s payment of the fees referenced in Section 6.8, BioMarin shall deliver to Alliant all Orapred finished goods inventory and all raw materials related to Orapred that are owned by BioMarin on the Effective Date (collectively, the “Transferred Inventory”), as listed in Exhibit E (with the exception that BioMarin shall destroy and not transfer the remaining inventory from Lot #RM0420 of NDC# ▇▇▇▇▇-▇▇▇-▇▇ and from Lot #RM0501A of NDC# 68135-455-03). BioMarin represents and warrants to Alliant that all lot numbers on the Transferred Inventory have not been used in commerce prior to the date of the transfer and that no product bearing a lot number the same as a lot number on a product transferred to Alliant as Transferred Inventory shall have been sold or otherwise transferred into the stream of commerce, other than 372 10-pack units from Lot RM0502A, and the sample inventory, which is marked as not for sale and not subject to a right of return. Delivery, transfer of title and risk of loss shall occur Exworks (Incoterms 2000) at the current locations such as items are stored. Alliant acknowledges that BioMarin is not required to transfer to Alliant any minimum quantity of the Transferred Inventory pursuant to this Section 4.8(a). (b) The Parties shall mutually agree on the timing and method of notifying applicable federal agency customers and the Centers for Medicare and Medicaid Services (“CMS”) of the license of the Licensed Assets to Alliant, and shall take whatever action is necessary to simultaneously add Orapred to Alliant’s federal supply schedule and Medicaid rebate agreement, if applicable, and delete Orapred from the federal supply schedule and Medicaid rebate agreement of BioMarin as applicable. BioMarin shall be responsible for the processing and payment of Medicaid and Medicare rebates applicable to Transferred Inventory and submitted under BioMarin’s Orapred NDC numbers ▇▇▇▇▇-▇▇▇-▇▇ or ▇▇▇▇▇-▇▇▇-▇▇ and any other rebates, charge backs or similar payments owed to a third party for the Transferred Inventory for six (6) months following the Effective Date. After such period, BioMarin shall process and pay Medicaid and Medicare rebates submitted under BioMarin’s Orapred NDC ▇▇▇▇▇-▇▇▇-▇▇ and any other rebates, charge backs or similar payments owed to a third party for the Transferred Inventory, but Alliant shall be responsible for reimbursing BioMarin for all such rebates,...

Transferred Inventory. The Transferred Inventory was manufactured and has at all times been transported and stored in accordance with current good transportation, storage, manufacturing and other practices for the transportation, storage, manufacturing and testing of pharmaceutical materials and devices and in accordance with all applicable requirements of the FDA and other Governmental Bodies, in each case, except as will not, and would not reasonably be expected to, adversely affect any of the Transferred Assets or adversely affect the Purchaser’s ownership or rights with respect to any of the Transferred Assets at or after the Closing. The Transferred Inventory (i) is compliant with the specifications therefor and the EMA Regulatory Approval (except as will not, and would not reasonably be expected to, adversely affect any of the Transferred Assets or adversely affect the Purchaser’s ownership or rights with respect to any of the Transferred Assets at or after the Closing) and (ii) has an expiration date no earlier than October 31, 2017.

Transferred Inventory. The Base Price for each item of Transferred Inventory (as defined in the Asset Purchase Agreement) will be the price paid by C&S to A&P for such item.

Transferred Inventory. The Transferred Inventory is, and as of the Closing Date will be, valued in accordance with GAAP of quality and quantity usable and saleable in the ordinary course of the Business consistent with past practice, except in each case for excess, obsolete items and items of below-standard quality that have been reserved for or written down to estimated net realizable value in accordance with GAAP applied on a basis consistent with past practices.

Transferred Inventory. The Transferred Inventory has been manufactured, handled, maintained, packaged and stored, as applicable, at all times in compliance in all material respects with applicable Law. Section 2.13 of the Seller Disclosure Letter contains a complete and accurate list of the Transferred Inventory, including the quantity of each component, and sets forth the applicable shelf life for any active ingredients, and other raw materials included in Transferred Inventory that have a shelf life.

Transferred Inventory. For a period between ten (10) and five (5) business days prior to the Closing Date, Purchaser shall be entitled to inspect and perform quality assurance testing on the specific items of Transferred Inventory to ensure that each such item of Transferred Inventory complies with the specifications set forth on Schedule 6.9 (the "Quality Standards"). Subject to the preceding sentence, the inspection and testing shall take place at such times and locations as the parties may reasonably agree. Any specific item of Transferred Inventory that does not meet such Quality Standards may, at the Purchaser's sole option, be removed from the schedule of Transferred Inventory and the Initial Purchase Price may be correspondingly reduced by the book value of such item; provided, however, that Seller shall be allowed five (5) business days to cure any non-compliance with the Quality Standards to the reasonable satisfaction of Purchaser prior to any such reduction in the Initial Purchase Price.

Transferred Inventory. All Transferred Inventory has been properly stored and transferred in all material respects.

Transferred Inventory. (a) Promptly (but in any event within […***…]) after the Initial Transition Date or such other date as mutually agreed by the Parties, Galapagos shall purchase, and Gilead shall deliver or cause to be delivered to Galapagos, or its Affiliate(s), all of its and its Affiliates’ right, title and interest in and to the existing Licensed Products and Licensed Compound in […***…] or any other form, whether packaged or labelled or not, held by or on behalf of Gilead for the Galapagos Territory as a result of the Parties’ forecasts and pending orders (including, for clarity, Gilead’s forecasts set forth in Section 8.1(b)) (if applicable, for such country or countries) made prior to the last-to-occur MA Transfer Completion Date or such other date, as applicable (such Licensed Products and Licensed Compound, collectively, the “Transferred Inventory”). The Transferred Inventory will also include […***…] to be agreed by the Parties to be delivered to allow Galapagos to commence its own Manufacture of the Licensed Products. For clarity, the price for […***…] will be set forth in the European Supply Agreement. (b) The Transferred Inventory sold to Galapagos pursuant to this Section 8.3 shall be sold to Galapagos at the price set forth in the European Supply Agreement, in accordance with the applicable payment, delivery, warranty and other terms set forth therein. (c) Galapagos shall use Transition Activity Commercially Reasonable Efforts to use the Transferred Inventory before inventory of Licensed Product manufactured using Galapagos’ own source of supply.