Transferred Inventory. (a) Within 15 days following the TSA End Date, Seller shall (or shall cause its applicable Affiliates to) transfer, convey, assign and deliver to Buyer, and Buyer shall accept from Seller (or such Affiliates), the Transferred Inventory, and Seller shall cause to be prepared and delivered to Buyer an invoice, which shall include reasonably detailed calculations for the Transferred Inventory Value and wire transfer instructions. The Transferred Inventory shall pass from Seller to Buyer by delivery. Within five days after Buyer’s receipt of such invoice, Buyer shall pay Seller an amount equal to the Transferred Inventory Value by wire transfer of immediately available funds to the account designated by Seller in such invoice.
(b) Until the earliest to occur of (i) the sale of any Bulk Inventory to a Third Party customer, (ii) any delivery of any Bulk Inventory to Buyer or its applicable Affiliate, in either case, pursuant to the Transition Services Agreement or the Supply Agreement or (iii) any transfer to Buyer under Section 2.3.7(a), (A) Seller or its applicable Affiliate shall retain title to such Bulk Inventory and (B) physical possession of, and risk of loss with respect to, such Bulk Inventory shall remain with Seller or its applicable Affiliate.
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# 00000-000-00 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 00000-000-00 or 00000-000-00 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 00000-000-00 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 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 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. “Transferred Inventory” has the meaning set forth in Section 1.1(b).
Transferred Inventory. (a) Section 4.08(a) of the Seller Disclosure Schedule sets forth, as of the Execution Date, the types and amounts of the Transferred Inventory and their respective quantities (the “Signing Inventory List”).
(b) As of the Execution Date, all Transferred Inventory reflected on the Signing Inventory List meets the Supply Quality Standard.
(c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE TRANSFERRED INVENTORY SET FORTH IN ANNEX D-2 ARE TRANSFERRED TO PURCHASER ON AN “AS-IS” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
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.
Transferred Inventory. (a) The Transferred Inventory is owned by Seller or its Affiliates free and clear of all Liens (other than Permitted Liens). Except as set forth in Section 3.12(a) of the Seller Disclosure Schedule, the Transferred Inventory (i) is useable or saleable and merchantable in the ordinary course of business, (ii) was designed, developed, formulated, processed, Manufactured and tested in compliance in all material respects with cGMP and in accordance with the applicable Transferred Product Registrations and applicable Law and (iii) is not adulterated or misbranded within the meaning of any applicable Law. Seller is not in possession of any Transferred Inventory not owned by Seller.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedule and except as would not, individually or in the aggregate, be reasonably likely to be material, to the extent that the Transferred Inventory contains or consists of raw materials and work-in-process, such raw materials and work-in-process have been designed, developed, formulated, processed, manufactured, tested, handled, maintained, packaged and stored at all times in compliance, in all material respects, with cGMP (or equivalent), the specifications set forth in the Transferred Product Registrations, and applicable Law.
Transferred Inventory. All Transferred Inventory has been properly stored and transferred in all material respects.
