Manufacturing Inventory a. All inventory of Records and Components temporarily stored in EMD's manufacturing facilities ("Manufacturing Inventory") shall become Company's property upon the completion of their manufacture, subject to the Security Provisions. The risk of loss of Manufacturing Inventory in EMD's possession shall be borne by EMD, and EMD shall obtain insurance coverage for loss or damage to such Manufacturing Inventory (subject to any amounts of self-insurance provided under the applicable insurance contract). EMD shall own all. manufacturing parts and all derivatives or duplicates thereof fabricated by it in connection with the production process, including (without limitation) all photographic films and color keys, if any, duplicate audio tapes (analog or digital), glass Masters and running Masters; provided, however, that EMD shall not use any such manufacturing parts or derivatives except pursuant to this Agreement. Company may acquire any of such manufacturing parts or derivatives when they become obsolete, or at the end of the Term, by paying to EMD the actual cost of their manufacture (or such lesser amount as the parties may agree). In the event Company elects not to acquire such manufacturing parts or derivatives, Company irrevocably authorizes EMD to destroy them. Company shall own all manufacturing parts or derivatives furnished by it to EMD, which EMD shall return to Company upon Company's request therefor, unless they are destroyed in the production process. Within thirty (30) days after the expiration or termination of the Term, Company shall remove such manufacturing parts or derivatives from EMD's -facilities, at Company's sole cost and expense, and Company authorizes EMD to destroy any manufacturing parts or derivatives not so removed within such time period. Where applicable, at Company's request, EMD will provide Company with a certificate of destruction.
Manufacturing Inventory. If BMS exercised the Manufacturing Option and Manufacturers Nektar Compounds and Products prior to the effective date of the termination of this Agreement, then BMS (or its Affiliate) shall continue to Manufacture such Nektar Compound or Product for Nektar, at a price equal to [***], from the date of notice of such termination until such time as Nektar is able, using [***], to [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. increase its own Manufacturing or secure an acceptable alternative commercial manufacturing source from which sufficient quantities of such Nektar Compound or Product may be procured and legally sold throughout the Territory, but in any event no longer than [***]. If BMS exercised the Manufacturing Option and has a Third Party Manufacture Nektar Compounds or Products on BMS’s or its Affiliate’s behalf prior to the effective date of the termination of this Agreement, upon request of Nektar, BMS shall use Commercially Reasonable Efforts to transfer the applicable Manufacturing contract to Nektar on or promptly after the effective date of the termination of this Agreement. Prior to expiration of the Agreement Wind-Down Period, Nektar shall have the right to purchase from BMS, and BMS shall sell to Nektar, if requested by Nektar, all of BMS’s and its Affiliate’s existing inventory of Nektar Compounds and Products at a price equal to BMS’s Fully Burdened Cost to Manufacture any Nektar Compound or Product (taking into account the portion, if any, of such Clinical Manufacturing Costs or Fully Burdened Costs to Manufacture any Nektar Compounds or Products for Commercialization for such inventory previously shared by Nektar under this Agreement). The license granted to BMS in Section 11.1(c) shall terminate upon the later of (X) the end of the eighteen (18) months after the effective date of the termination of this Agreement or (Y) the transfer of the applicable Third Party Manufacturing contract to Nektar.
Manufacturing Inventory. If BMS exercised the Manufacturing Option and Manufacturers Nektar Compounds and Products prior to the effective date of the termination of this Agreement, then BMS (or its Affiliate) shall continue to Manufacture such Nektar Compound or Product for Nektar, at a price equal to [***], from the date of notice of such termination until such time as Nektar is able, using [***] to do so, to secure an acceptable alternative commercial manufacturing source from which sufficient quantities of such Nektar Compound or Product may be procured and legally sold throughout the Territory, but in any event no longer than [***] after the effective date of the termination of this Agreement. If BMS exercised the Manufacturing Option and has a Third Party Manufacture Nektar Compounds or Products on BMS’s or its Affiliate’s behalf at the time of termination, upon request of Nektar prior to the effective date of the termination of this Agreement, BMS shall use [***] to transfer the applicable Manufacturing contract to Nektar on or promptly after the effective date of the termination of this Agreement. Prior to expiration of the Agreement Wind-Down Period, Nektar shall have the right to purchase from BMS, and BMS shall sell to Nektar if requested by Nektar, all of BMS’s and its Affiliate’s existing inventory of Nektar Compounds and Products at a price equal to [***]. The license granted to BMS in Section 11.1(c) shall terminate upon the later of [***].
Manufacturing Inventory
