Common use of Transferred Inventory Clause in Contracts

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, charge backs and similar payments until one (1) year after the last lot expiration date of Orapred labeled with BioMarin’s Orapred NDC. BioMarin will invoice Alliant for such rebates, charge backs, and similar payments and Alliant shall pay BioMarin for such rebates, charge backs, and similar payments within forty-five (45) days following the date of any such invoice. Each invoice will be submitted to Alliant with the documents supporting such invoices.