Common use of Inventory Transfer Clause in Contracts

Inventory Transfer. At the written request of Celgene, Prothena shall promptly assign and transfer to Celgene (or its designee) and deliver to Celgene (or its designee) (at a location to be specified by Celgene to Prothena), any or all (as and to the extent requested by Celgene) inventory of Licensed Antibodies and Licensed Products held by or on behalf of Prothena or its Affiliates as of the Effective Date (including any such inventory held at any contract manufacturer or any other location); provided that Celgene shall pay to Prothena a reasonable, fair value cost for such transferred inventory, which cost shall be negotiated in good faith and agreed to by the Parties prior to such transfer (the “Licensed Program Inventory”).