Common use of Pricing and Payments Clause in Contracts

Pricing and Payments. 3.1 DFC shall supply PRODUCT in accordance with the most recent version of the specifications (the “Specifications”) of Exhibit A (which may be modified upon mutual agreement between DFC and BIOFORM, and which agreement will not unreasonably be withheld). The prices for the PRODUCT supply shall be as set forth in Exhibit B (prices set forth in Exhibit B may be renegotiated based on agreed changes to specifications set forth in Exhibit A). Those prices, which shall be in United States Dollars, shall remain in effect through and including twelve (12) months from the EFFECTIVE DATE of this Agreement and may be adjusted thereafter as set forth in Section 3.2 of this Agreement. The cost of the PRODUCT to BIOFORM shall at all times be net of any royalties, commissions, fees or any similar payments incurred by and/or agreed to by DFC. 3.2 Commencing upon the conclusion of the first twelve (12) months of this agreement and thereafter at each yearly anniversary of the EFFECTIVE DATE, DFC may increase the price specified in Section 3.1 hereof and Exhibit B, attached hereto, in an amount not to exceed the increase in the Consumer Price Index (“CPI”) as published by the U.S. Department of Labor. In addition to the foregoing, in the event of an extraordinary increase in the cost of a raw material component of PRODUCT or an extraordinary cost increase associated with the maintenance by DFC of appropriate regulatory compliance, either of which cost increases are in excess of the applicable cost index specified above, the parties shall, in good faith negotiations, mutually agree upon an adjusted PRODUCT price. Further, if BIOFORM is able, at any time during this agreement or any renewal(s) to arrange through its purchasing group any lower pricing to DFC of raw material (s) used by DFC in manufacturing PRODUCT, or if BIOFORM order quantities increase to such volume as to offer DFC significant economies of scale, DFC shall reduce its pricing of PRODUCT as specified in Exhibit B to reflect such cost savings, to DFC. DFC shall give BIOFORM ninety (90) days written notice before any actual price change becomes effective. 3.3 If at any time during the term of this Agreement, and any renewals hereof, PRODUCT of equal or better quality which does not infringe any proprietary or trade secret position of DFC shall become legally available for purchase by BIOFORM from any party, which party is not an affiliate of BIOFORM, at a price which is [****] less than the current prevailing Agreement price to BIOFORM hereunder, and BIOFORM shall furnish evidence, satisfactory to DFC, of such bona fide pricing, BIOFORM shall bring such PRODUCT availability and pricing to the attention of DFC promptly. In such case, DFC shall have the option to adjust pricing under this Agreement so as to meet the competitive pricing available to BIOFORM, or BIOFORM may terminate the agreement upon 90 days notice to DFC. 3.4 Terms of payment will be net forty five (45) days from date of invoice which will be dated no earlier than the actual date of shipment. All PRODUCT will be shipped to BIOFORM FOB DFC manufacturing facility to be specified, by carrier: mutually agreed by BIOFORM and DFC. Title and risk of loss of PRODUCT shall pass to BIOFORM upon shipment of PRODUCT to BIOFORM. For invoices outstanding over forty five (45) days, BIOFORM shall pay to DFC interest of one percent (1%) per month, compounded monthly on the outstanding balance, unless product quality is deemed defective for failure to meet the most recent version of the Specifications. A lot of final processed Product which yields less than [****] set forth in the Specifications will require DFC to provide a credit or additional product from a future or reserve lot (at DFC’s option) to achieve the [****] to BIOFORM.

Pricing and Payments. 3.1 DFC CAM shall supply PRODUCT in accordance with the most recent version of the specifications (the “Specifications”) of Exhibit A (which may be modified upon mutual agreement between DFC and BIOFORM, and which agreement will not unreasonably be withheld). A. The prices for the said PRODUCT supply shall be as set forth in Exhibit B (prices set forth in Exhibit B may be renegotiated based on agreed changes to specifications set forth in Exhibit A). B. Those prices, which shall be in United States Dollars, shall remain in effect through and including twelve (12) months [****] from the EFFECTIVE DATE of this Agreement and may be adjusted thereafter as set forth in Section 3.2 of this Agreement. The cost of the PRODUCT to BIOFORM CONVATEC shall at all times be net of any royalties, commissions, fees or any similar payments incurred by and/or agreed to by DFCCAM. In the event that CAM shall at any time during this Agreement consider the advisability of a PRODUCT related license to be taken from any third party, CAM shall promptly so notify CONVATEC, upon which notice CAM and CONVATEC shall in good faith negotiations determine whether to take such a license, and, if so, how to allocate the cost thereof, if any. 3.2 Commencing upon the conclusion of the first twelve (12) months [****] of this agreement and thereafter at each yearly anniversary [****] of the EFFECTIVE DATE, DFC CAM may increase or decrease the price specified in Section 3.1 hereof and Exhibit B, attached hereto, in an amount not to exceed [****]; provided that if, during the same period, CONVATEC increases the price of the DEVICE to its customers by an amount which is greater, on a percentage basis, than the price increase in proposed by CAM, then CAM may read just its proposed price increase to reflect the Consumer Price Index (“CPI”) as published by the U.S. Department of Labor[****]. In addition to the foregoing, in the event of an extraordinary increase in the cost of a raw material component of PRODUCT or an extraordinary cost increase associated with the maintenance **** 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. by DFC CAM of appropriate regulatory compliance, either of which cost increases are in excess of the applicable cost index [****] specified above, the parties shall, in good faith negotiations, mutually agree upon an adjusted PRODUCT price. Further, if BIOFORM CONVATEC or Xxxxxxx-Xxxxx Squibb Company is able, at any time during this agreement or any renewal(s) to arrange through its purchasing group any lower pricing to DFC CAM of raw material (s) used by DFC CAM in manufacturing PRODUCT, or if BIOFORM order quantities increase to such volume as to offer DFC significant economies of scale, DFC CAM shall reduce its pricing of PRODUCT as specified in Exhibit B to reflect such cost savings, to DFCCAM. DFC CAM shall give BIOFORM ninety (90) days CONVATEC [****] written notice before any actual price change becomes effective. 3.3 If at any time during the term of this Agreement, and any renewals hereof, PRODUCT of equal or better quality which does not infringe any proprietary or trade secret position of DFC CAM shall become legally available for purchase by BIOFORM CONVATEC from any party, which party is not an affiliate of BIOFORMCONVATEC, at a price which is [****] less than the current prevailing Agreement price to BIOFORM CONVATEC hereunder, and BIOFORM CONVATEC shall furnish evidence, satisfactory to DFCCAM, of such bona fide pricing, BIOFORM CONVATEC shall bring such PRODUCT availability and pricing to the attention of DFC CAM promptly. In such case, DFC CAM shall have the option to adjust pricing under this Agreement so as to meet the competitive pricing available to BIOFORMCONVATEC, or BIOFORM may to terminate the agreement upon 90 days notice to DFCagreement. 3.4 Terms of payment will be net forty fifty-five (4555) days from date of invoice which will be dated no earlier than the actual date of shipment. All PRODUCT will be shipped to BIOFORM CONVATEC FOB DFC CAM manufacturing facility to be specified, by carrier: mutually agreed by BIOFORM CONVATEC and DFCCAM. Title and risk of loss of PRODUCT shall pass to BIOFORM CONVATEC upon shipment delivery of PRODUCT to BIOFORMthe carrier. For invoices outstanding over forty fifty-five (4555) days, BIOFORM CONVATEC shall pay to DFC CAM interest of one percent (1%) per month, compounded monthly month on the outstanding balance, unless product quality is deemed defective for failure to meet the most recent version of the Specifications. A lot of final processed Product which yields less than [****] set forth in the Specifications will require DFC to provide a credit or additional product from a future or reserve lot (at DFC’s option) to achieve the [****] to BIOFORM.

Pricing and Payments. 3.1 DFC shall supply PRODUCT in accordance with the most recent version of the specifications (the “Specifications”) of Exhibit A (which may be modified upon mutual agreement between DFC and BIOFORM, and which agreement will not unreasonably be withheld). The prices for the PRODUCT supply shall be as set forth in Exhibit B (prices set forth in Exhibit B may be renegotiated based on agreed changes to specifications set forth in Exhibit A). Those prices, which shall be in United States Dollars, shall remain in effect through and including twelve (12) months [****] from the EFFECTIVE DATE of this Agreement and may be adjusted thereafter as set forth in Section 3.2 of this Agreement. The cost of the PRODUCT to BIOFORM shall at all times be net of any royalties, commissions, fees or any similar payments incurred by and/or agreed to by DFC. 3.2 Commencing upon the conclusion of the first twelve (12) months [****] of this agreement and thereafter at each yearly anniversary [****] of the EFFECTIVE DATE, DFC may increase the price specified in Section 3.1 hereof and Exhibit B, attached hereto, in an amount not to exceed the increase in the Consumer Price Index (“CPI”) as published by the U.S. Department of Labor[****]. In addition to the foregoing, in the event of an extraordinary increase in the cost of a raw material component of PRODUCT or an extraordinary cost increase associated with the maintenance by DFC of appropriate regulatory compliance, either of which cost increases are in excess of the applicable cost index [****] specified above, the parties shall, in good faith negotiations, mutually agree upon an adjusted PRODUCT price. Further, if BIOFORM is able, at any time during this agreement or any renewal(s) to arrange through its purchasing group any lower pricing to DFC of raw material (s) used by DFC in manufacturing PRODUCT, or if BIOFORM order quantities increase to such volume as to offer DFC significant economies of scale, DFC shall reduce its pricing of PRODUCT as specified in Exhibit B to reflect such cost savings, to DFC. DFC shall give BIOFORM ninety (90) days [****] written notice before any actual price change becomes effective. **** 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. 3.3 If at any time during the term of this Agreement, and any renewals hereof, PRODUCT of equal or better quality which does not infringe any proprietary or trade secret position of DFC shall become legally available for purchase by BIOFORM from any party, which party is not an affiliate of BIOFORM, at a price which is [****] less than the current prevailing Agreement price to BIOFORM hereunder, and BIOFORM shall furnish evidence, satisfactory to DFC, of such bona fide pricing, BIOFORM shall bring such PRODUCT availability and pricing to the attention of DFC promptly. In such case, DFC shall have the option to adjust pricing under this Agreement so as to meet the competitive pricing available to BIOFORM, or BIOFORM may terminate the agreement upon 90 days notice to DFC. 3.4 Terms of payment will be net forty five (45) days from date of invoice which will be dated no earlier than the actual date of shipment. All PRODUCT will be shipped to BIOFORM FOB DFC manufacturing facility to be specified, by carrier: mutually agreed by BIOFORM and DFC. Title and risk of loss of PRODUCT shall pass to BIOFORM upon shipment of PRODUCT to BIOFORM. For invoices outstanding over forty five (45) days, BIOFORM shall pay to DFC interest of one percent (1%) per month, compounded monthly on the outstanding balance, unless product quality is deemed defective for failure to meet the most recent version of the Specifications. A lot of final processed Product which yields less than [****] set forth in the Specifications will require DFC to provide a credit or additional product from a future or reserve lot (at DFC’s option) to achieve the [****] to BIOFORM.

Pricing and Payments. 3.1 DFC CAM shall supply PRODUCT in accordance with the most recent version of the specifications (the “Specifications”) of Exhibit A (which may be modified upon mutual agreement between DFC and BIOFORM, and which agreement will not unreasonably be withheld). A. The prices for the said PRODUCT supply shall be as set forth in Exhibit B (prices set forth in Exhibit B may be renegotiated based on agreed changes to specifications set forth in Exhibit A). B. Those prices, which shall be in United States Dollars, shall remain in effect through and including twelve (12) months from the EFFECTIVE DATE of this Agreement and may be adjusted thereafter as set forth in Section 3.2 of this Agreement. The cost of the PRODUCT to BIOFORM CONVATEC shall at all times be net of any royalties, commissions, fees or any similar payments incurred by and/or agreed to by DFCCAM. In the event that CAM shall at any time during this Agreement consider the advisability of a PRODUCT related license to be taken from any third party, CAM shall promptly so notify CONVATEC, upon which notice CAM and CONVATEC shall in good faith negotiations determine whether to take such a license, and, if so, how to allocate the cost thereof, if any. 3.2 Commencing upon the conclusion of the first twelve (12) months of this agreement and thereafter at each yearly anniversary of the EFFECTIVE DATE, DFC CAM may increase or decrease the price specified in Section 3.1 hereof and Exhibit B, attached hereto, in an amount not to exceed the lower of (i) the increase in the Medical Cost Component of the Consumer Price Index (“MCCPI”) as published by the U.S. Department of Labor or (ii) the Consumer Price index (“CPI”) as published by the U.S. Department of Labor; provided that if, during the same period, CONVATEC increases the price of the DEVICE to its customers by an amount which is greater, on a percentage basis, than the price increase proposed by CAM, then CAM may readjust its proposed price increase to reflect the higher of the MCCPI or the CPI. In addition to the foregoing, in the event of an extraordinary increase in the cost of a raw material component of PRODUCT or an extraordinary cost increase associated with the maintenance by DFC CAM of appropriate regulatory compliance, either of which cost increases are in excess of the applicable cost index specified above, the parties shall, in good faith negotiations, mutually agree upon an adjusted PRODUCT price. Further, if BIOFORM CONVATEC or Xxxxxxx-Xxxxx Squibb Company is able, at any time during this agreement or any renewal(s) to arrange through its purchasing group any lower pricing to DFC CAM of raw material (s) used by DFC CAM in manufacturing PRODUCT, or if BIOFORM order quantities increase to such volume as to offer DFC significant economies of scale, DFC CAM shall reduce its pricing of PRODUCT as specified in Exhibit B to reflect such cost savings, to DFCCAM. DFC CAM shall give BIOFORM CONVATEC ninety (90) days written notice before any actual price change becomes effective. 3.3 If at any time during the term of this Agreement, and any renewals hereof, PRODUCT of equal or better quality which does not infringe any proprietary or trade secret position of DFC CAM shall become legally available for purchase by BIOFORM CONVATEC from any party, which party is not an affiliate of BIOFORMCONVATEC, at a price which is [****] less than the current prevailing Agreement price to BIOFORM CONVATEC hereunder, and BIOFORM CONVATEC shall furnish evidence, satisfactory to DFCCAM, of such bona fide pricing, BIOFORM CONVATEC shall bring such PRODUCT availability and pricing to the attention of DFC CAM promptly. In such case, DFC CAM shall have the option to adjust pricing under this Agreement so as to meet the competitive pricing available to BIOFORMCONVATEC, or BIOFORM may to terminate the agreement upon 90 days notice to DFCagreement. 3.4 Terms of payment will be net forty fifty-five (4555) days from date of invoice which will be dated no earlier than the actual date of shipment. All PRODUCT will be shipped to BIOFORM CONVATEC FOB DFC CAM manufacturing facility to be specified, by carrier: mutually agreed by BIOFORM CONVATEC and DFCCAM. Title and risk of loss of PRODUCT shall pass to BIOFORM CONVATEC upon shipment delivery of PRODUCT to BIOFORMthe carrier. For invoices outstanding over forty fifty-five (4555) days, BIOFORM CONVATEC shall pay to DFC CAM interest of one percent (1%) per month, compounded monthly month on the outstanding balance, unless product quality is deemed defective for failure to meet the most recent version of the Specifications. A lot of final processed Product which yields less than [****] set forth in the Specifications will require DFC to provide a credit or additional product from a future or reserve lot (at DFC’s option) to achieve the [****] to BIOFORM.