Inventory Sell-Off definition

Inventory Sell-Off all at prices and on terms determined in the ordinary course of business prior to expiry or termination, until the earlier of (i) such time as Aurinia or its designee is able to assume responsibility for distribution of Product(s) in such country(ies) or (ii) the dates on which the Regulatory Approvals for Product(s) in the Terminated Country(ies) in the Otsuka Territory are transferred and assigned to Aurinia or its designee (or such other date as may be permitted under Applicable Law, such as the implementation date proposed by mutual agreement of Aurinia and Otsuka and agreed upon by the EMA for Territory-A) (the earlier of (i) or (ii), the “Distribution End Date”). In the event of Inventory Sell-Off (as opposed to distribution as part of the Transition Activities), Otsuka shall retain all revenues from sales of such inventory of Product(s) through the Distribution End Date, provided that Otsuka shall continue to pay royalties (and any applicable commercial milestones) due on such Net Sales pursuant to Section 8.4. As soon as practicable following the Distribution End Date (in the event of Inventory Sell-Off) or as soon as practicable following completion of Transition Activities, if applicable, Otsuka shall, as instructed by Aurinia in writing, either destroy or deliver to Aurinia all of Otsuka’s and its Affiliates’ remaining inventory of Product(s), and Aurinia shall reimburse Otsuka for such inventory (with a remaining shelf life of 18 months) at a price equal to the supply price paid by Otsuka to acquire such inventory from Aurinia. For clarity, Otsuka shall have no obligation to recover any Product(s) sold to customers, including wholesalers and distributors, prior to the Distribution End Date or prior to completion of the Transition Activities.
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Inventory Sell-Off has the meaning set forth in Section 13.3.5(e).
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Examples of Inventory Sell-Off in a sentence

  • Apotex will not sell or otherwise Exploit any Licensed Products in the Apotex Territory except as expressly set forth in this Section 10.9(c) (Licensed Product Inventory; Sell-Off Period).

  • In addition, no later than the Inventory Sell-Off Report Date, Buyer will provide Seller with a report of the Net Sales Proceeds of the Acquired Inventory (the “Final Inventory Report”).

  • Except as set forth in Section 14.6(k) (with respect to Inventory Sell-Off), Aurinia will own all revenue derived from the Products after the effective date of termination and Otsuka will remit to Aurinia all such revenues received by Otsuka in the performance of the Transition Activities no later than the forty-fifth (45th) day following the end of the month in which such revenue was received.