SELLS OR SUPPLIES THE
NEW INVENTORY IN ACCORDANCE WITH SECTION 9, THE NEW INVENTORY SHALL BE HOUSED
AND MAINTAINED BY NYCOMED, AT NYCOMED'S EXPENSE, AT A FACILITY(IES) OWNED OR
CONTROLLED BY NYCOMED AND WILL BE SEGREGATED AND MARKED AS NEW INVENTORY.
(E)
THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT SHALL APPLY
TO ALL PURCHASES OF NEW INVENTORY BY NYCOMED, AND TO THE EXTENT SUCH TERMS AND
CONDITIONS CONFLICT WITH THOSE SET FORTH IN ANY PURCHASE ORDER OR INVOICE FOR
PRODUCT, THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT SHALL GOVERN.
(F)
TMC SHALL NOT BE LIABLE TO NYCOMED FOR ANY LOSSES OR DAMAGES
ARISING FROM TMC'S FAILURE TO PROVIDE ANY QUANTITY OF PRODUCT.
8.2.
PRODUCT PACKAGING, PRODUCT CONFIGURATION AND DESTINATION
INSTRUCTIONS.
(A)
NYCOMED WILL BE RESPONSIBLE FOR THE PRODUCT CONFIGURATION EXCEPT
WITH RESPECT TO THOSE COUNTRIES IN THE TERRITORY IN WHICH TMC HOLDS THE
MARKETING AUTHORIZATION FOR THE PRODUCT. TMC SHALL APPROVE ALL LABELING AND
PACKAGE INSERT PROOFS PRIOR TO THEIR USE.
(B)
NYCOMED SHALL PACKAGE AND LABEL THE PRODUCT IN INVENTORY IN
ACCORDANCE WITH TMC'S INSTRUCTIONS, NYCOMED'S PAST PRACTICES WITH RESPECT
THERETO, THE PROVISIONS OF THIS AGREEMENT AND THE PACKAGING AGREEMENT, AND
APPLICABLE TERRITORY LAWS AND REGULATIONS.
8.3.
INSPECTION; REPURCHASE; POSSESSION.
(A)
TMC SHALL HAVE THE RIGHT TO ENTER THE APPLICABLE DISTRIBUTION
FACILITIES AT ALL REASONABLE TIMES TO INSPECT THE INVENTORY AND NYCOMED'S
RECORDS WITH RESPECT THERETO. AT TMC'S REQUEST FROM TIME TO TIME, NYCOMED SHALL
PROVIDE TMC WITH A REPORT OF THE QUANTITY OF SALEABLE INVENTORY AND SUCH OTHER
INFORMATION REASONABLY REQUESTED BY TMC WITH RESPECT TO THE INVENTORY.
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(B)
UPON TMC'S REQUEST AT ANY TIME, (I) NYCOMED DANMARK APS SHALL
OBTAIN TITLE AND OWNERSHIP OF ANY OF THE THEN-CURRENT NEW INVENTORY THAT MAY BE
HELD BY ITS AFFILIATES, (II) TMC OR TMC'S DESIGNEE SHALL PURCHASE, AND SHALL BE
DEEMED TO HAVE PURCHASED, THE THEN-CURRENT NEW INVENTORY FROM NYCOMED DANMARK
APS AT NO CHARGE (US$0) AND (III) TITLE TO THE THEN-CURRENT NEW INVENTORY SHALL
PASS TO TMC OR TMC'S DESIGNEE. NYCOMED DANMARK APS SHALL EXECUTE AND DELIVER TO
TMC OR TMC'S DESIGNEE, AS APPLICABLE, A BILL OF SALE WITH RESPECT TO SUCH
THEN-CURRENT NEW INVENTORY SUBSTANTIALLY IN THE FORM ATTACHED TO THE TRANSITION
AGREEMENT AS EXHIBIT C (WITH RELEVANT CHANGES TO REFER TO THE THEN-CURRENT NEW
INVENTORY). NYCOMED SHALL DELIVER SUCH VIALS OF NEW INVENTORY INTO THE
POSSESSION OF A COMMON CARRIER DESIGNATED BY TMC WITHIN FIVE BUSINESS DAYS AFTER
NYCOMED'S RECEIPT OF TMC'S REQUEST. IF TMC DOES NOT DESIGNATE A COMMON CARRIER
BEFORE SUCH DATE, THEN NYCOMED MAY DESIGNATE A COMMON CARRIER ON BEHALF OF TMC.
TITLE, RISK OF LOSS AND DAMAGE TO SUCH VIALS OF NEW INVENTORY SHALL PASS TO TMC
OR TMC'S DESIGNEE, AS APPLICABLE, UPON POSSESSION BY THE COMMON CARRIER. SUCH
VIALS OF NEW INVENTORY SHALL BE DELIVERED FCA (INCOTERMS 2000) THE APPLICABLE
NYCOMED DISTRIBUTION FACILITY. SUCH VIALS OF NEW INVENTORY SHALL BE PACKED FOR
SHIPMENT AND STORAGE IN ACCORDANCE WITH NYCOMED'S STANDARD COMMERCIAL PRACTICES.
NYCOMED SHALL DELIVER SUCH