Common use of Remaining Inventory Clause in Contracts

Remaining Inventory. Upon the expiration or termination of this Agreement, Buyer agrees to purchase from Seller or Seller’s Affiliates, and Seller agrees to sell, or cause its applicable Affiliate to sell, to Buyer in accordance with all Regulatory Requirements, (i) all Product covered by Purchase Orders in accordance with Section 2.2(d) (the “Ordered Products”), which shall be purchased and sold at the prices specified in the applicable Purchase Order, and (ii) all Materials purchased by Seller in the normal course of business and consistent with past practice in connection with the performance of this Agreement and the Manufacture of Products hereunder (which, for the avoidance of doubt shall include any raw materials obtained by Seller or its Affiliates in contemplation any Firm Orders and any other raw materials purchased by Seller pursuant to Buyer’s written approval or authorization) (the “Ordered Materials” and, together with the Ordered Products, collectively, the “Remaining Inventory”), which shall be purchased and sold for an amount equal to, as applicable, either Seller’s or Seller’s Affiliate’s (A) then applicable standard inventory cost, or (B) the acquisition cost (i.e., price paid by Seller or Seller’s Affiliate to the applicable vendor, plus freight and set up costs) plus [***] percent ([***]%), plus any applicable tax, excise charge, or similar charge provided for in Section 2.3(d), provided that such Remaining Inventory complies with the representations, warranties and covenants contained in Section 3.1 hereof. At the request of Buyer and in no event later than thirty-five (35) Business Days prior to the expiration of this Agreement, or immediately upon termination of this Agreement, Seller shall provide Buyer with a detailed list and description of the type and amount of Remaining Inventory to be purchased pursuant to this Section 2.2(f), and shall, at Buyer’s reasonable request, cooperate with Buyer in verifying the amount and cost of such Remaining Inventory. Within three (3) Business Days following Seller’s and Buyer’s agreement regarding amount and cost of such Remaining Inventory, Buyer shall issue a purchase order to Seller for such Remaining Inventory. Payment for such Remaining Inventory shall be made by Buyer within sixty (60) days after receipt by Buyer of such Remaining Inventory. [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Remaining Inventory. Upon the expiration or termination of this Agreement, Buyer agrees to purchase from Seller or Seller’s Affiliates, and Seller agrees to sell, or cause its applicable Affiliate to sell, to Buyer in accordance with all Regulatory Requirements, (i) all Product covered by Purchase Orders in accordance with Section 2.2(d) (the “Ordered Products”), which shall be purchased and sold at the prices specified in the applicable Purchase Order, and (ii) all Materials purchased by Seller in the normal course of business and consistent with past practice in connection with the performance of this Agreement and the Manufacture of Products hereunder (which, for the avoidance of doubt shall include any raw materials obtained by Seller or its Affiliates in contemplation any Firm Orders and any other raw materials purchased by Seller pursuant to Buyer’s written approval or authorization) (the “Ordered Materials” and, together with the Ordered Products, collectively, the “Remaining Inventory”), which shall be purchased and sold for an amount equal to, as applicable, either Seller’s or Seller’s Affiliate’s (A) then applicable standard inventory cost, or (B) the acquisition cost (i.e., price paid by Seller or Seller’s Affiliate to the applicable vendor, plus freight and set up costs) plus [***] percent ([***]%), plus any applicable tax, excise charge, or similar charge provided for in Section 2.3(d), provided that such Remaining Inventory complies with the representations, warranties and covenants contained in Section 3.1 hereof. At the request of Buyer and in no event later than thirty-five (35) Business Days prior to the expiration of this Agreement, or immediately upon termination of this Agreement, Seller shall provide Buyer with a detailed list and description of the type and amount of Remaining Inventory to be purchased pursuant to this Section 2.2(f), and shall, at Buyer’s reasonable request, cooperate with Buyer in verifying the amount and cost of such Remaining Inventory. Within three (3) Business Days following Seller’s and Buyer’s agreement regarding amount and cost of such Remaining Inventory, Buyer shall issue a purchase order to Seller for such Remaining Inventory. Payment for such Remaining Inventory shall be made by Buyer within sixty (60) days after receipt by Buyer of such Remaining Inventory. [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Remaining Inventory. Upon 6.1.1 In the expiration or event of termination of this the License Agreement by Napo pursuant to its exercise of the Buy-Back Option (as defined in the License Agreement), Buyer agrees W▇▇▇▇▇▇▇ and/or its Affiliates shall promptly (but in any event not later than thirty (30) days after the date of Napo’s exercise of the Buy-Back Option) sell to Napo and/or its Affiliates that portion of the Remaining Inventory chosen by Napo, provided that Napo shall be obligated to purchase from Seller one hundred percent (100%) of all Remaining Inventory that has a shelf life of two (2) years or Seller’s Affiliates, and Seller agrees to sell, or cause its applicable Affiliate to sell, to Buyer in accordance with all Regulatory Requirements, greater as of the date of the exercise of the Buy-Back Option (i) all Product covered by Purchase Orders in accordance with Section 2.2(d) (the “Ordered Products”), which shall be such purchased and sold at the prices specified in the applicable Purchase Order, and (ii) all Materials purchased by Seller in the normal course of business and consistent with past practice in connection with the performance of this Agreement and the Manufacture of Products hereunder (which, for the avoidance of doubt shall include any raw materials obtained by Seller or its Affiliates in contemplation any Firm Orders and any other raw materials purchased by Seller pursuant to Buyer’s written approval or authorization) (the “Ordered Materials” and, together with the Ordered Products, collectivelyInventory, the “Purchased Remaining Inventory”). In the event of termination of the License Agreement by Napo pursuant to Sections 16.2 or 16.3, which shall be purchased and sold for an amount equal to, as applicable, either Seller’s or Seller’s Affiliate’s (A) then applicable standard inventory cost, or (B) the acquisition cost (i.e., price paid by Seller or Seller’s Affiliate to the applicable vendor, plus freight and set up costs) plus [***] percent ([***]%), plus any applicable tax, excise charge, or similar charge provided for in Section 2.3(d), provided that such Remaining Inventory complies with the representations, warranties and covenants contained in Section 3.1 hereof. At at the request of Buyer and Napo and/or its Affiliate(s) by written notice to W▇▇▇▇▇▇▇, W▇▇▇▇▇▇▇ and/or its Affiliates shall promptly (but in no any event not later than thirty-five thirty (3530) Business Days prior to days after the expiration of this Agreement, or immediately upon termination of this Agreement, Seller shall provide Buyer with a detailed list and description end of the type and amount termination event) sell to Napo and/or its Affiliates that portion of the Remaining Inventory to be purchased pursuant to this Section 2.2(f), and shall, at Buyer’s reasonable request, cooperate with Buyer in verifying the amount and cost of such Remaining Inventory. Within three (3) Business Days following Seller’s and Buyer’s agreement regarding amount and cost of such Remaining Inventory, Buyer shall issue a purchase order to Seller chosen by Napo. 6.1.2 The price for such Remaining Inventory. Payment for such any Purchased Remaining Inventory shall be made the Supply Price actually paid by Buyer W▇▇▇▇▇▇▇ for such Purchased Remaining Inventory plus agreed upon reasonable transport costs for such Purchased Remaining Inventory together with all other costs borne by W▇▇▇▇▇▇▇ for storage and handling of such Purchased Remaining Inventory. W▇▇▇▇▇▇▇ or its Affiliates (as the case may be) shall issue an invoice to Napo and/or its Affiliate(s) for the applicable amount, and Napo and/or its Affiliate(s) shall pay the invoice within the later of (a) thirty (30) days from the date of receipt of such invoice and (b) the date of delivery of the applicable Purchased Remaining Inventory. If N▇▇▇ fails to collect or arrange transport for any Remaining Inventory that it has elected to (or is obligated to) purchase within sixty (60) days after receipt by Buyer of the date of Napo’s exercise of the Buy-Back Option, then W▇▇▇▇▇▇▇ shall have the right to dispose of such Remaining Inventory, provided that Napo shall not be relived of its obligation to pay W▇▇▇▇▇▇▇ for such Remaining Inventory. [***]: Certain information on this page has been omitted and filed separately with Any Remaining Inventory not chosen by Napo (or otherwise obligated to be repurchased by Napo pursuant to Section 6.1.1) shall be disposed of by W▇▇▇▇▇▇▇. 6.1.3 Shipment of the CommissionPurchased Remaining Inventory will be made EXW (Incoterms 2020) W▇▇▇▇▇▇▇’▇ warehouse or other shipping point as W▇▇▇▇▇▇▇ designates in writing (or the parties shall mutually agree upon). Confidential treatment has been requested with respect Risk of loss or of damage to the omitted portionsPurchased Remaining Inventory will remain with License (or applicable Third Party) until the Purchased Remaining Inventory are loaded onto the carrier's vehicle for shipment at the shipping point, at which time risk of loss or damage will transfer to Napo. W▇▇▇▇▇▇▇ will, in accordance with N▇▇▇’s instructions and as agent for N▇▇▇, arrange (either directly or indirectly through a Third Party) for shipping, to be paid by N▇▇▇ and at Napo’s risk. Napo will arrange for insurance and will select the freight carrier to be used by W▇▇▇▇▇▇▇ or its subcontractor to ship the Purchased Remaining Inventory and Napo may monitor Licensor’s or its applicable Third Party subcontractor's shipping and freight practices as they pertain to this Agreement. 6.1.4 If Napo fails to collect the Purchased Remaining Inventory within sixty (60) Business Days of the agreed upon delivery date, then Napo shall pay a charge to W▇▇▇▇▇▇▇ of Fifty Dollars ($50) per pallet, per week that such Purchased Remaining Inventory remains uncollected to compensate W▇▇▇▇▇▇▇ for the additional handling and storage costs arising from such failure. 6.1.5 If Napo fails to collect the applicable Purchased Remaining Inventory within sixty (60) Business Days of the delivery date notified to W▇▇▇▇▇▇▇, then W▇▇▇▇▇▇▇ shall destroy the applicable Purchased Remaining Inventory, and Napo shall pay all costs associated with such destruction. Such destruction shall not relieve W▇▇▇▇▇▇▇ of its purchase obligations.

Remaining Inventory. Upon If the expiration or effective date of termination of this AgreementAgreement in its entirety or for a Terminated Region, Buyer agrees to purchase from Seller as the case may be, is before the First Commercial Sale in, respectively, the Territory or Sellersuch Terminated Region of a Licensed Product, then, within [***] of such date, Takeda will notify Protagonist of any quantity of usable clinical inventory of the Licensed Products in Takeda’s or its Affiliates’ inventory, and Seller agrees Protagonist may purchase, in its discretion, any such quantities of the Licensed Products from Takeda and its Affiliates at a transfer price equal to sell, the Manufacturing Cost without mark-up or cause its applicable Affiliate to sell, to Buyer in accordance profit margin (solely for any portion of such Manufacturing Costs which were not previously shared with all Regulatory Requirements, (i) all Product covered by Purchase Orders in accordance with Section 2.2(d) (Protagonist). If the “Ordered Products”), which shall be purchased and sold at the prices specified in the applicable Purchase Order, and (ii) all Materials purchased by Seller in the normal course effective date of business and consistent with past practice in connection with the performance termination of this Agreement and in its entirety or for a Terminated Region, as the Manufacture case may be, is after the First Commercial Sale in, respectively, the Territory or such Terminated Region of a Licensed Product, then, within [***] after the end of the Commercialization Wind-Down Period, Takeda will notify Protagonist of any quantity of the Licensed Products hereunder (which, for the avoidance of doubt shall include any raw materials obtained by Seller Territory or such Terminated Region remaining in Takeda’s or its Affiliates Affiliates’ inventory, and Protagonist may purchase, in contemplation its discretion, any Firm Orders and any other raw materials purchased by Seller pursuant such quantities of the Licensed Products from Takeda at a transfer price equal to Buyer’s written approval or authorization) (the “Ordered Materials” and, together with the Ordered Products, collectively, the “Remaining Inventory”), which shall be purchased and sold for an amount equal to, as applicable, either Seller’s or Seller’s Affiliate’s (A) then applicable standard the Manufacturing Cost of such quantities (solely if any portion of such Manufacturing Costs were not previously shared with Protagonist), for any such quantity in inventory costfor the U.S. of such Licensed Products if Protagonist had not exercised an Opt-Out Right for such Licensed Products prior to the effective date of termination, or and (B) the acquisition cost (i.e., price paid by Seller or Seller’s Affiliate to the applicable vendor, plus freight and set up costs) Manufacturing Cost plus [***] percent ([***]%)) of such quantities, plus for any applicable taxsuch quantity in inventory for the Ex-U.S. Territory of such Licensed Products and, excise chargeif applicable, or similar charge provided for in Section 2.3(d), provided that the U.S. of such Remaining Inventory complies with the representations, warranties and covenants contained in Section 3.1 hereof. At the request of Buyer and in no event later than thirtyLicensed Products if Protagonist had exercised an Opt-five (35) Business Days Out Right for such Licensed Products prior to the expiration effective date of this Agreement, or immediately upon termination of this Agreement, Seller shall provide Buyer with a detailed list and description of the type and amount of Remaining Inventory to be purchased pursuant to this Section 2.2(f), and shall, at Buyer’s reasonable request, cooperate with Buyer in verifying the amount and cost of such Remaining Inventorytermination. Within three (3) Business Days following Seller’s and Buyer’s agreement regarding amount and cost of such Remaining Inventory, Buyer shall issue a purchase order to Seller for such Remaining Inventory. Payment for such Remaining Inventory shall be made by Buyer within sixty (60) days after receipt by Buyer of such Remaining Inventory. [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.​

Remaining Inventory. Upon the expiration or termination of this Agreement, Buyer agrees to purchase from Seller or Seller’s Affiliates, and Seller agrees to sell, or cause its applicable Affiliate to sell, to Buyer in accordance with all Regulatory Requirements, (i) all Product covered by Purchase Orders in accordance with Section 2.2(d) (the “Ordered Products”), which shall be purchased and sold at the prices specified in the applicable Purchase Order, and (ii) all Materials purchased by Seller in the normal course of business and consistent with past practice in connection with the performance of this Agreement and the Manufacture of Products hereunder (which, for the avoidance of doubt shall include any raw materials obtained by Seller or its Affiliates in contemplation any Firm Orders and any other raw materials purchased by Seller pursuant to Buyer’s written approval or authorization) (the “Ordered Materials” and, together with the Ordered Products, collectively, the “Remaining Inventory”), which shall be purchased and sold for an amount equal to, as applicable, either Seller’s or Seller’s Affiliate’s (A) then applicable standard inventory cost, or (B) the acquisition cost (i.e., price paid by Seller or Seller’s Affiliate to the applicable vendor, plus freight and set up costs) plus [***] percent ([***]%), plus any applicable tax, excise charge, or similar charge provided for in Section 2.3(d), provided that such Remaining Inventory complies with the representations, warranties and covenants contained in Section 3.1 hereof. At the request of Buyer and in no event later than thirty-five (35) Business Days prior to the expiration of this Agreement, or immediately upon termination of this Agreement, Seller shall provide Buyer with a detailed list and description of the type and amount of Remaining Inventory to be purchased pursuant to this Section 2.2(f), and shall, at Buyer’s reasonable request, cooperate with Buyer in verifying the amount and cost of such Remaining Inventory. Within three (3) Business Days following Seller’s and Buyer’s agreement regarding amount and cost of such Remaining Inventory, Buyer shall issue a purchase order to Seller for such Remaining Inventory. Payment for such Remaining Inventory shall be made by Buyer within sixty (60) days after receipt by Buyer of such Remaining Inventory. [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.