Pharmacy Inventory Clause Samples

Pharmacy Inventory. (a) SVU Pharmacies shall purchase all Pharmacy Inventory that exists immediately prior to the applicable Closing, as determined by an inventory of pharmaceuticals conducted at 8:00 PM Central time on the day before the applicable Closing Date by a mutually acceptable inventory service (the “Inventory Service”) to the extent such pharmaceuticals are of a quantity useable and saleable in the ordinary course of business after the applicable Closing Date, but not including (i) any repackaged or misbranded pharmaceutical merchandise, (ii) any Thalomid or Isotretinoin (including brand names: Accutane, Amnesteen, Claravis, and Sotret), or (iii) any prescription products that will expire within 90 days after the applicable Closing Date. Each of SVU Pharmacies and Seller shall have the right to have a representative present during the pharmaceutical inventory process. The purchase price for the Pharmacy Inventory at each of the Stores shall be Seller’s actual cost (which is reflected net of applicable rebates) for such Pharmacy Inventory (as demonstrated in writing by Seller to SVU Pharmacies and the Inventory Service) (the “Pharmacy Inventory Purchase Price”). The Pharmacy Inventory units shall be valued either by a full bottle or half-full bottle count. A full bottle count is considered unopened. Any opened bottles shall be considered half full; provided that SVU Pharmacies or Seller may elect to take the inventory for any items with a value in excess of $300 using “exact count,” as that term is customarily used in the industry. SVU Pharmacies and Seller shall each be responsible for fifty percent (50%) of the cost of the Inventory Service. (b) On the applicable Closing Date, Seller shall transfer ownership, possession, title and control over all Pharmacy Records and Pharmacy Inventory purchased by SVU Pharmacies pursuant to Section 6.11(a) pertaining to such Store. Each of SVU Pharmacies and Seller agrees to execute any documents, instruments or conveyances of any kind which may be reasonably necessary to transfer ownership, possession, title and control over the applicable Pharmacy Inventory and Pharmacy Records to SVU Pharmacies on such date.