Obsolete Inventory. The cost of any Ascent-specific inventory, including, but not limited to, raw materials, work-in-process, and finished goods rendered obsolete as a result of formula, artwork or packaging changes requested by Ascent or by changes required by regulatory authority, shall be reimbursed to Upsh▇▇-▇▇▇▇▇ ▇▇ Ascent at Upsh▇▇-▇▇▇▇▇'▇ ▇▇▇ndard Cost. At such time and unless otherwise agreed by Upsh▇▇-▇▇▇▇▇, ▇▇sh▇▇-▇▇▇▇▇ ▇▇▇l ship the obsolete inventory to Ascent for destruction by Ascent. Ascent shall bear ********** percent (**%) of all destruction costs related to said obsolete inventory. The destruction shall be in accordance with all applicable laws and regulations and Ascent shall indemnify Upsh▇▇-▇▇▇▇▇ ▇▇▇ any liability, costs or expenses, including reasonable attorney's fees and court costs, relating to Ascent's failure to dispose of such inventory in accordance with such laws and regulations. Ascent shall also provide Upsh▇▇-▇▇▇▇▇ ▇▇▇h all manifests and other applicable evidence of proper destruction as may be requested by Upsh▇▇-▇▇▇▇▇ ▇▇ required by applicable law. If Upsh▇▇-▇▇▇▇▇ ▇▇▇s not receive disposition instructions from Ascent within ninety (90) days from date of obsolescence, obsolete inventory remaining at Upsh▇▇-▇▇▇▇▇ ▇▇▇ilities may be subject to storage fees.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Ascent Pediatrics Inc), Asset Purchase Agreement (Ascent Pediatrics Inc)