Common use of Deposits and Payment for Production; Rejected Material; Storage Clause in Contracts

Deposits and Payment for Production; Rejected Material; Storage. (a) Unless otherwise stated therein, within 5 working days of receipt of an invoice following execution of any SOW, Client shall pay to Xxxxxx prepayment amount set forth in such SOW. Unless otherwise stated therein, within [***] of execution of any SOW, Client shall pay to Xxxxxx prepayment amount set forth in such SOW. No Production, timeline, facility availability or milestone dates shall be firm until confirmed by Xxxxxx at or immediately prior to the time such prepayment is received, and any delay in receipt of the prepayment may delay Production and timelines. Amounts due for Batches of Client Product hereunder will be invoiced upon Althea’s release thereof. Client shall pay all invoices by wire in accordance with the instructions below within [***] of the invoice date. No tax or other withholding shall be made from payments due hereunder. Any payment due under this Agreement not received within the times noted above shall bear interest at the lesser of (a) the maximum rate permitted by law, and (b) [***] on the outstanding balance [***]. Althea’s wire instructions are as follows: Beneficiary: Ajinomoto Xxxxxx, Inc. 00000 Xxxxxxx Xxxxxx Xxx Xxxxx XX 00000 [***] (b) Within [***] of Client’s receipt of Althea’s release documentation under section 5.1, Client shall notify Xxxxxx as to whether to return, retain or dispose of remaining Client Supplied Components, and shall provide shipping instructions for Client Product. Title and risk of loss for Client Product shall pass to Client on the earlier of (i) expiration of such [***] period, (ii) release by Client or (iii) shipment of such materials to Client or its designee. If Client does not provide for the shipping of Client Product or the return, retention or disposition of remaining Client Supplied Components within such [***] period, then Xxxxxx will begin assessing a storage fee for all such materials at the price set forth in the SOW, or, if none, at Althea’s then current standard rates. Storage fees may also be assessed, beginning [***] after cessation or interruption of Production, for retained Client Supplied Components and Client equipment. Storage may be at Althea’s or its qualified subcontractors’ storage facilities. If Xxxxxx is storing any of the foregoing items for Client, Xxxxxx may destroy such items at Client’s expense, upon [***] notice of intent to destroy and opportunity to take delivery prior to the scheduled shipment for destruction.

Deposits and Payment for Production; Rejected Material; Storage. (a) Unless otherwise stated therein, within 5 working [ * ] business days of execution of any SOW and receipt of an invoice following execution of any SOWfrom Xxxxxx, Client shall pay to Xxxxxx (i) an initial non-refundable prepayment of $906,754 set forth in the initial SOW and (ii) any other prepayment amount set forth in such SOWany SOW(s). Unless otherwise stated therein, within [***] of execution of any SOW, Client shall pay to Xxxxxx The initial prepayment amount set forth in such section 2.12(a)(i) shall be credited against amounts due for relevant items as set forth in the SOW, but notwithstanding any other provision of this Agreement or law, shall not be refundable. No Production, timeline, facility availability or milestone dates shall be firm or binding until confirmed by Xxxxxx at or immediately prior to the time such prepayment is received, and any delay in receipt of the prepayment may delay Production and timelines. Amounts Subsequent amounts due for Batches hereunder, other than Production of Client Product hereunder Batches, will be invoiced based on the payment schedule set forth in the SOW. Production of Batches shall be invoiced as set forth in the SOW. In the absence of a Batch Production invoicing schedule in the SOW, Batch Production shall be invoiced as follows: [ * ] prepaid, and [ * ] upon Altheathe earliest to occur of the events listed in clauses 2.12(b)(i)-(iii). Batch Production invoicing is regardless of whether such Batch(es) may be further processed. Components purchased by Xxxxxx may be invoiced separately at the time of purchase, supplemental to the Batch Production invoicing schedule. If Xxxxxx is unable or otherwise is not scheduled to provide an invoice for the previous month within [ * ] business days following the end of such month, or a milestone has not yet been reached, then Xxxxxx will provide an estimate, within [ * ] business days after month’s release thereofend, of all services incurred and associated charges within the previous month. Client shall pay all invoices by wire in accordance with the instructions below within [***[ * ] days of the invoice date, except in cases where Client has properly rejected a Batch. No tax or other withholding shall be made from payments due hereunder. All prices are quoted and shall be paid in U.S. dollars. Any payment due under this Agreement not received within [ * ] of the times noted above due date shall bear interest at the lesser of (ai) the maximum rate permitted by law, and (bii) [***[ * ] per month on the outstanding balance [***]compounded monthly. Althea’s wire instructions are as follows: Beneficiary: Ajinomoto Xxxxxx, Inc. 00000 Xxxxxxx Xxxxxx Xxx Xxxxx XX 00000 [***]Bank Name: [ * ] Address: [ * ] Account #: [ * ] SWIFT #: [ * ] Routing #: [ * ] Invoices should be sent as follows: [ * ] Revance Therapeutics Accounts Payable 0000 Xxxxxxx Xxxx. Xxxxxx, XX 00000 (b) Within [***[ * ] days of Client’s receipt of Althea’s Batch release documentation under section Section 5.1, Client shall notify Xxxxxx as to whether to return, retain or dispose of remaining Client Client-Supplied Components, and shall provide shipping instructions for Client Product. Title Regardless of location or contemplated or actual further processing of Client Product Batch(es), title and risk of loss for Client Product shall pass to Client on the earlier earliest of (i) expiration of such [***] period[ * ]-day period or resolution of a rejected Product dispute under Section 5.1(c), whichever is later; or (ii) release by Client Client; or (iii) shipment of such materials to Client or its designee. If Client does not provide for the shipping of Client Product case (i) or the return, retention or disposition of remaining Client Supplied Components within such [***] period, then (ii) occurs before shipment Xxxxxx will begin assessing a storage fee for all such materials at the price set forth in the SOW, or, if none, at Althea’s then then-current standard rates. Storage fees may also be assessed, beginning [***[ * ] days after cessation or interruption of Production, for retained Client Client-Supplied Components and Client equipment. Storage may be at Althea’s or its qualified subcontractors’ storage facilities. If Xxxxxx is storing any of the foregoing items for Client, Xxxxxx may destroy such items at Client’s expense, upon [***[ * ] days’ notice of intent to destroy and opportunity to take delivery prior to the scheduled shipment for destruction. (c) The parties agree that rejected Client Product or tailings (“Rejects”) shall be destroyed at Client’s expense, unless the rejection is due to a non-conformity giving rise to Client’s remedies under Section 5.2., in which case such destruction shall be at Althea’s expense. No storage of Rejects by Xxxxxx shall be required unless by mutual written agreement of the parties prior to the start of Production. Client shall notify Xxxxxx in writing in advance of Production of any disposition instructions for Rejects, including any labeling and special conditions, which shall be binding if agreed by Xxxxxx and incorporated into the Master Batch Record. Such instructions shall comply with cGMP and any other Regulations. Client warrants that Rejects that are not destroyed per its instructions shall only be used in accordance with Regulations. Absent timely disposition instructions as set forth above, Xxxxxx shall dispose of Rejects in accordance with Althea’s SOPs and Regulations, at Client’s expense, unless the rejection is due to a non-conformity giving rise to Client’s remedies under Section 5.2., in which case such destruction shall be at Althea’s expense. (d) The Purchase Price shall remain fixed for [ * ] from the Effective Date of this Agreement; provided, however, that the Purchase Price may be increased [ * ] in an amount equal to [ * ]. In addition, prices and/or costs may be reasonably adjusted in the event of any change, delay or rescheduling of Production or other services by Client. Prices shall expire after such [ * ] period, and prices for subsequent services, may be changed by Xxxxxx upon [ * ] days prior notice, provided that Xxxxxx may only implement an increase in the Purchase Price once annually after the initial [ * ] period and any such price increases (excluding increases in the [ * ] at all times based on actual cost) shall be not more than the annual rate of increase in the Producer Price Index, Pharmaceutical Preparations, series code WPU0638, published by the U.S. Department of Labor, Bureau of Labor Statistics, over the most recent available finalized full calendar year (Jan-Dec), for each year since the last agreed prices.

Deposits and Payment for Production; Rejected Material; Storage. (a) Unless otherwise stated therein, within 5 working [ * ] business days of execution of any SOW and receipt of an invoice following execution of any SOWfrom Xxxxxx, Client shall pay to Xxxxxx (i) an initial non-refundable prepayment of $906,754 set forth in the initial SOW and (ii) any other prepayment amount set forth in such SOWany SOW(s). Unless otherwise stated therein, within [***] of execution of any SOW, Client shall pay to Xxxxxx The initial prepayment amount set forth in such section 2.12(a)(i) shall be credited against amounts due for relevant items as set forth in the SOW, but notwithstanding any other provision of this Agreement or law, shall not be refundable. No Production, timeline, facility availability or milestone dates shall be firm or binding until confirmed by Xxxxxx at or immediately prior to the time such prepayment is received, and any delay in receipt of the prepayment may delay Production and timelines. Amounts Subsequent amounts due for Batches hereunder, other than Production of Client Product hereunder Batches, will be invoiced based on the payment schedule set forth in the SOW. Production of Batches shall be invoiced as set forth in the SOW. In the absence of a Batch Production invoicing schedule in the SOW, Batch Production shall be invoiced as follows: [ * ] prepaid, and [ * ] upon Altheathe earliest to occur of the events listed in clauses 2.12(b)(i)-(iii). Batch Production invoicing is regardless of whether such Batch(es) may be further processed. Components purchased by Xxxxxx may be invoiced separately at the time of purchase, supplemental to the Batch Production invoicing schedule. If Xxxxxx is unable or otherwise is not scheduled to provide an invoice for the previous month within [ * ] business days following the end of such month, or a milestone has not yet been reached, then Xxxxxx will provide an estimate, within [ * ] business days after month’s release thereofend, of all services incurred and associated charges within the previous month. Client shall pay all invoices by wire in accordance with the instructions below within [***[ * ] days of the invoice date, except in cases where Client has properly rejected a Batch. No tax or other withholding shall be made from payments due hereunder. All prices are quoted and shall be paid in U.S. dollars. Any payment due under this Agreement not received within [ * ] of the times noted above due date shall bear interest at the lesser of (ai) the maximum rate permitted by law, and (bii) [***[ * ] per month on the outstanding balance [***]compounded monthly. AltheaXxxxxx’s wire instructions are as follows: Beneficiary: Ajinomoto Xxxxxx, Inc. 00000 Xxxxxxx Xxxxxx Xxx Xxxxx XX 00000 [***]San Diego CA 92121 Bank Name: [ * ] Address: [ * ] Account #: [ * ] SWIFT #: [ * ] Routing #: [ * ] Invoices should be sent as follows: [ * ] Revance Therapeutics Accounts Payable 0000 Xxxxxxx Xxxx. Newark, CA 94560 (b) Within [***[ * ] days of Client’s receipt of Althea’s Batch release documentation under section Section 5.1, Client shall notify Xxxxxx as to whether to return, retain or dispose of remaining Client Client-Supplied Components, and shall provide shipping instructions for Client Product. Title Regardless of location or contemplated or actual further processing of Client Product Batch(es), title and risk of loss for Client Product shall pass to Client on the earlier earliest of (i) expiration of such [***] period[ * ]-day period or resolution of a rejected Product dispute under Section 5.1(c), whichever is later; or (ii) release by Client Client; or (iii) shipment of such materials to Client or its designee. If Client does not provide for the shipping of Client Product case (i) or the return, retention or disposition of remaining Client Supplied Components within such [***] period, then (ii) occurs before shipment Xxxxxx will begin assessing a storage fee for all such materials at the price set forth in the SOW, or, if none, at Althea’s then then-current standard rates. Storage fees may also be assessed, beginning [***[ * ] days after cessation or interruption of Production, for retained Client Client-Supplied Components and Client equipment. Storage may be at Althea’s or its qualified subcontractors’ storage facilities. If Xxxxxx is storing any of the foregoing items for Client, Xxxxxx may destroy such items at Client’s expense, upon [***[ * ] days’ notice of intent to destroy and opportunity to take delivery prior to the scheduled shipment for destruction. (c) The parties agree that rejected Client Product or tailings (“Rejects”) shall be destroyed at Client’s expense, unless the rejection is due to a non-conformity giving rise to Client’s remedies under Section 5.2., in which case such destruction shall be at Althea’s expense. No storage of Rejects by Xxxxxx shall be required unless by mutual written agreement of the parties prior to the start of Production. Client shall notify Xxxxxx in writing in advance of Production of any disposition instructions for Rejects, including any labeling and special conditions, which shall be binding if agreed by Xxxxxx and incorporated into the Master Batch Record. Such instructions shall comply with cGMP and any other Regulations. Client warrants that Rejects that are not destroyed per its instructions shall only be used in accordance with Regulations. Absent timely disposition instructions as set forth above, Xxxxxx shall dispose of Rejects in accordance with Xxxxxx’s SOPs and Regulations, at Client’s expense, unless the rejection is due to a non-conformity giving rise to Client’s remedies under Section 5.2., in which case such destruction shall be at Althea’s expense. (d) The Purchase Price shall remain fixed for [ * ] from the Effective Date of this Agreement; provided, however, that the Purchase Price may be increased [ * ] in an amount equal to [ * ]. In addition, prices and/or costs may be reasonably adjusted in the event of any change, delay or rescheduling of Production or other services by Client. Prices shall expire after such [ * ] period, and prices for subsequent services, may be changed by Xxxxxx upon [ * ] days prior notice, provided that Xxxxxx may only implement an increase in the Purchase Price once annually after the initial [ * ] period and any such price increases (excluding increases in the [ * ] at all times based on actual cost) shall be not more than the annual rate of increase in the Producer Price Index, Pharmaceutical Preparations, series code WPU0638, published by the U.S. Department of Labor, Bureau of Labor Statistics, over the most recent available finalized full calendar year (Jan-Dec), for each year since the last agreed prices.