Theravance will pay to Hospira that portion of the Technology Transfer Fee that represents: (a) the technology transfer work Hospira has completed and for which payment has not yet been received; and (b) on a pro rata basis, all technology transfer work that Hospira has undertaken but not yet completed as of the date of notice of termination.
In the event a Sale/Merger Event occurs prior to October 20, 2006, BioForm shall pay the sum of Two Million U.S. Dollars (US $2,000,000) to Artes (the Technology Transfer Fee).
The Technology Transfer Fee shall be paid within ten (10) business days following such Sale/Merger Event in immediately available funds via wire transfer to a bank in the United States for the account of Artes as set forth in Exhibit C.
To reimburse Hospira for its participation in the Project, Genzyme shall pay to Hospira a nonrefundable technology transfer fee (the Technology Transfer Fee).
If Bioscan does not pay the initial installment in accordance with Section 2.3(d)(i), Bioscan shall have no obligation to pay the Technology Transfer Fee or to purchase the LILA Inventory and Drawings and shall not be in breach with respect thereto, and this Agreement shall automatically terminate in accordance with Section l0.1(a).