OR TMC'S
DESIGNEE AND TMC SHALL REIMBURSE NYCOMED'S OUT-OF-POCKET COSTS WITH RESPECT TO
THE FOREGOING ACTIVITIES IN ACCORDANCE WITH SECTION 8.4.
6.10.
INVENTORY.
For the avoidance of doubt, references in this Section 6.10 to Nycomed Danmark
ApS shall refer solely to such entity and, notwithstanding Section 2.3, shall
not be deemed to include any Affiliates of such entity.
6.10.1.
PURSUANT TO THE NEW DISTRIBUTION AGREEMENT, DURING THE TERM THEREOF,
NYCOMED DANMARK APS AND ITS AFFILIATES SHALL CONTINUE TO SELL THE EXISTING
INVENTORY AND MAY ALSO SELL NEW INVENTORY IN ACCORDANCE WITH THE TERMS THEREOF.
THE "VIALS OF REMAINING INVENTORY" MEANS ALL VIALS OF THE EXISTING INVENTORY
AND/OR NEW INVENTORY HELD BY NYCOMED DANMARK APS OR ITS AFFILIATES IN INVENTORY
UPON THE EXPIRATION OR TERMINATION DATE OF THE NEW DISTRIBUTION AGREEMENT.
IMMEDIATELY AND AUTOMATICALLY UPON EXPIRATION OR TERMINATION OF THE NEW
DISTRIBUTION AGREEMENT IN ITS ENTIRETY: (A) NYCOMED DANMARK APS SHALL OBTAIN
TITLE AND OWNERSHIP OF ANY VIALS OF REMAINING INVENTORY THAT MAY BE HELD BY ITS
AFFILIATES, (B) TMC OR TMC'S DESIGNEE SHALL PURCHASE, AND SHALL BE DEEMED TO
HAVE PURCHASED FROM NYCOMED AND NYCOMED TO HAVE SOLD TO TMC OR TMC'S DESIGNEE,
ANY VIALS OF REMAINING INVENTORY FROM
25
Nycomed Danmark ApS at a price of US$[**] per vial of Existing Inventory and at
no charge (US$0) for vials of New Inventory (the aggregate purchase price for
all such vials being the "Inventory Purchase Price") and (c) title to the Vials
of Remaining Inventory shall pass to TMC or TMC's designee. On such termination
date, Nycomed Danmark ApS shall execute and deliver the Bill of Sale with
respect to the Vials of Remaining Inventory to TMC or TMC's designee, as
applicable, in the form attached hereto as Exhibit C.
6.10.2.
NYCOMED SHALL DELIVER THE VIALS OF REMAINING INVENTORY INTO THE
POSSESSION OF A COMMON CARRIER DESIGNATED BY TMC WITHIN FIVE BUSINESS DAYS AFTER
THE EXPIRATION OR TERMINATION OF THE NEW DISTRIBUTION AGREEMENT. IF TMC DOES NOT
DESIGNATE A COMMON CARRIER BEFORE THE EXPIRATION OR TERMINATION DATE, THEN
NYCOMED MAY DESIGNATE A COMMON CARRIER ON BEHALF OF TMC. RISK OF LOSS AND DAMAGE
TO THE VIALS OF REMAINING INVENTORY SHALL PASS TO TMC OR TMC'S DESIGNEE, AS
APPLICABLE, UPON POSSESSION BY THE COMMON CARRIER. THE VIALS OF REMAINING
INVENTORY SHALL BE DELIVERED FCA (INCOTERMS 2000) THE APPLICABLE NYCOMED
DISTRIBUTION FACILITY. THE VIALS OF REMAINING INVENTORY SHALL BE PACKED FOR
SHIPMENT AND STORAGE IN ACCORDANCE WITH NYCOMED'S STANDARD COMMERCIAL PRACTICES.
NYCOMED SHALL DELIVER ALL VIALS OF REMAINING INVENTORY IN GOOD AND MERCHANTABLE
QUALITY AND IN SALEABLE CONDITION IN THE ORDINARY OF COURSE OF BUSINESS AS
CONDUCTED IN ACCORDANCE WITH NYCOMED'S PAST PRACTICE.
6.10.3.
UPON SHIPMENT OF THE VIALS OF REMAINING INVENTORY, NYCOMED DANMARK
APS SHALL INVOICE TMC OR TMC'S DESIGNEE, AS APPLICABLE, FOR THE INVENTORY
PURCHASE PRICE. THE INVENTORY PURCHASE PRICE SHALL BE PAID IN U.S. DOLLARS AND
SHALL BE PAID IN ACCORDANCE WITH SECTION 8.5. TAXES NOW OR HEREAFTER IMPOSED
WITH RESPECT TO TMC OR TMC'S DESIGNEE'S PURCHASE OF