Common use of Late Delivery/Shortages and Overages Clause in Contracts

Late Delivery/Shortages and Overages. If a shipment of Finished Product ordered by Santarus under this Agreement has not been delivered at the shipping point within *** Business Days after the scheduled delivery date (any date of delivery that is more than *** Business Days after the scheduled delivery date is hereinafter referred to as a "LATE DELIVERY DATE") stated on the corresponding Firm Purchase Order (a "LATE SHIPMENT"), or if the shipment received by Santarus contains less than the quantity specified in the corresponding Firm Purchase Order (a "SHORT SHIPMENT"), Santarus shall notify Patheon promptly upon such discovery and , in any event, not later than *** days after receipt of, or failure to receive, such ordered Finished Product. Subject to the Patheon Supply Commitment, Patheon shall use its best efforts to deliver the quantity of Finished Product it had failed to ship in the case of a Late Shipment or the quantity by which the shipment is short of the quantity ordered in the case of a Short Shipment, as soon as possible after notification of such shortage, by expedited means of transportation at Patheon's expense in respect of any difference in cost for such expedited means of transportation relative to regular delivery costs. If any shipment contains more than the quantity ordered, Santarus may elect either to: (a) return to Patheon, at Patheon's expense, the excess of the quantity ordered, or (b) accept any excess quantity ordered and reserve the right to deduct such excess from future orders. Santarus shall have no obligation to receive any quantity of Finished Product in excess of that ordered.

Late Delivery/Shortages and Overages. If a shipment of Finished Bulk Product ordered by Santarus under this Agreement has not been delivered at the shipping point within [*** *] Business Days after the scheduled delivery date (any date of delivery that is more than [*** *] Business Days after the scheduled delivery date is hereinafter referred to as a "LATE DELIVERY DATE") stated on the corresponding Firm Purchase Order (is hereinafter referred to as a "LATE SHIPMENT"“Late Shipment”), or if the shipment received by Santarus contains less than [***] of the quantity specified in the corresponding Firm Purchase Order (a "SHORT SHIPMENT"“Short Shipment”), Santarus shall notify Patheon Supplier promptly upon such discovery and and, in any event, not later than [*** *] days after receipt of, or failure to receive, such ordered Finished Bulk Product. Subject to the Patheon Supply CommitmentSupplier shall, Patheon and shall cause Manufacturer to, use its best efforts to deliver the quantity of Finished Bulk Product it had failed to ship in the case of a Late Shipment or the quantity by which the shipment is short of the quantity ordered in the case of a Short Shipment, as soon as possible after notification of such shortage, by expedited means of transportation at Patheon's Supplier’s expense in respect of any difference in cost for such expedited means of transportation relative to regular delivery costs. If any shipment contains more than the quantity ordered, Santarus may elect either to: (a) return to PatheonSupplier, at Patheon's Supplier’s expense, the excess of the quantity ordered, or (b) accept any excess quantity ordered and reserve the right to deduct such excess from future orders. Santarus shall have no obligation to receive any quantity of Finished Bulk Product in excess of that ordered. In the event of a Raw Material shortage or shortage due to manufacturing outages or shortfalls, Supplier will, and will cause Manufacturer to, provide equitable share of such Raw Material to Santarus as a percentage of firm orders received.

Late Delivery/Shortages and Overages. 2.7.1 If a shipment of Finished Product ordered by Santarus under this Agreement has not been delivered at the shipping point within [*** *] Business Days after the scheduled delivery date (any date of delivery that is more than [*** *] Business Days after the scheduled delivery date is hereinafter referred to as a "LATE DELIVERY DATE") stated on the corresponding Firm Purchase Order (is hereinafter referred to as a "LATE SHIPMENT"“Late Shipment”), or if the shipment received by Santarus contains less than [***] of the quantity specified in the corresponding Firm Purchase Order (a "SHORT SHIPMENT"“Short Shipment”), Santarus shall notify Patheon promptly upon such discovery and and, in any event, not later than [*** *] days after receipt of, or failure to receive, such ordered Finished Product. Subject to the Patheon Supply Commitment, Patheon shall use its best efforts to deliver the quantity of Finished Product it had failed to ship in the case of a Late Shipment or the quantity by which the shipment is short of the quantity ordered in the case of a Short Shipment, as soon as possible after notification of *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. such shortage, by expedited means of transportation at Patheon's ’s expense in respect of any difference in cost for such expedited means of transportation relative to regular delivery costs. If any shipment contains [***] more than the quantity ordered, Santarus may elect either to: (a) return to Patheon, at Patheon's ’s expense, the excess of the quantity ordered, or (b) accept any excess quantity ordered and reserve the right to deduct such excess from future orders. Santarus shall have no obligation to receive any quantity of Finished Product in excess of that ordered.

Late Delivery/Shortages and Overages. 2.7.1 If a shipment of Finished Product ordered by Santarus under this Agreement has not been delivered at the shipping point within [* * *** ] Business Days after the scheduled delivery date (any date of delivery that is more than [* * *** ] Business Days after the scheduled delivery date is hereinafter referred to as a "LATE DELIVERY DATE") stated on the corresponding Firm Purchase Order (is hereinafter referred to as a "LATE SHIPMENT"“Late Shipment”), or if the shipment received by Santarus contains less than [* * *] of the quantity specified in the corresponding Firm Purchase Order (a "SHORT SHIPMENT"“Short Shipment”), Santarus shall notify Patheon promptly upon such discovery and and, in any event, not later than [* * *** ] days after receipt of, or failure to receive, such ordered Finished Product. Subject to the Patheon Supply Commitment, Patheon shall use its best efforts to deliver the quantity of Finished Product it had failed to ship in the case of a Late Shipment or the quantity by which the shipment is short of the quantity ordered in the case of a Short Shipment, as soon as possible after notification of such shortage, by expedited means of transportation at Patheon's ’s expense in respect of any difference in cost for such expedited means of transportation relative to regular delivery costs. If any shipment contains [* * *] more than the quantity ordered, Santarus may elect either to: (a) return to Patheon, at Patheon's ’s expense, the excess of the quantity ordered, or (b) accept any excess quantity ordered and reserve the right to deduct such excess from future orders. Santarus shall have no obligation to receive any quantity of Finished Product in excess of that ordered.