Common use of Transitional Matters Clause in Contracts

Transitional Matters. (a) Upon expiration or termination (other than pursuant to Section 9.2(a) for a material breach by Distributor) of the Agreement, Distributor may, where permitted by Law, sell the Product then in its inventory for a period of [***] thereafter (the “Sell-Off Period”), all in accordance with the terms of this Agreement. Notwithstanding the foregoing, Cipher shall, at its sole option, have the right to either provide distribution exclusivity during the Sell-Off Period or repurchase during the Sell-Off Period unsold product in inventory, with a shelf-life of at least [***], at the Purchase Price paid by Distributor for such unsold Product. Promptly after the expiration of the Sell-Off Period, Distributor will, at its cost, destroy any unsold Product remaining in its inventory and will provide appropriate evidence of such destruction to Cipher or, at Cipher’s request, will return such inventory to Cipher at Cipher’s cost. Cipher will have the right to cancel any purchase orders placed by Distributor which were accepted by Cipher prior to such termination or expiration, and which require delivery of Product after the date of termination or expiration including during the Sell-Off Period. (b) Upon termination of this Agreement, Distributor and Cipher shall at their own expense use best efforts to ensure that the continuity of patient care is not disrupted including transferring of managed care contracts, adverse event reporting, and dealing with supply chain matters. In addition, Distributor will remain responsible for returned Product sold prior to termination of this Agreement and Cipher will be responsible for returned Product sold following termination of this Agreement. For the purpose of identifying the responsible party, Product will he tracked via lot numbers.