Common use of Shipment and Delivery; Packaging; Shelf Life Clause in Contracts

Shipment and Delivery; Packaging; Shelf Life. (a) Biomatrix or an Affiliate of Biomatrix shall arrange for shipment to the Distributor of the Agreement Product and any Improved Agreement Product(s) ordered by the Distributor [ *** ] The Distributor shall pay all customs duties, sales taxes and other governmental charges relating to the Agreement Product and any Improved Agreement Product(s), and shall be solely responsible for clearing such products through customs throughout the Territory. (b) The Distributor shall submit a firm purchase order setting forth the quantities, delivery date and shipping instructions with respect to each shipment of the Agreement Product and any Improved Agreement Product(s), such purchase orders to be received by Biomatrix at least [ *** ] prior to the requested delivery date; provided that the Distributor shall not submit any purchase order for fewer than [ *** ] units of the Agreement Product or the Improved Agreement Product(s) (although multiple delivery site for purchase orders shall be allowed). Biomatrix shall have no obligation to supply Distributor with quantities of the Agreement Product(s) and Improved Agreement Product(s) in excess of the amounts in the then current Supply Forecast for the relevant monthly period. ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. (c) Each unit of the Agreement Product and any Improved Agreement Products shipped to the Distributor shall have, as of the time of delivery, a remaining shelf life of no less than [ *** ] less than the maximum shelf life for such product, as approved by the U.S. Food and Drug Administration. Biomatrix shall continually use its best efforts at all times during the term hereof to lengthen to [ *** ] the shelf life of the Agreement Product and any Improved Agreement Products to the extent supported by stability data. Biomatrix' "best efforts" in this section shall mean that Biomatrix shall use such methods, exercise such degree of effort and diligence, and adhere to such standards as are commercially reasonable.

Shipment and Delivery; Packaging; Shelf Life. (a) Biomatrix Genzyme or an Affiliate of Biomatrix Genzyme shall arrange for shipment to the Distributor of the Agreement Product Products and any Improved Agreement Product(s) ordered by the Distributor [ *** ] . The Distributor shall pay all customs duties, sales taxes and other governmental charges relating to the Agreement Product Products and any Improved Agreement Product(s), and shall be solely responsible for clearing such products through customs throughout the Territory. (b) The Distributor shall submit a firm binding purchase order setting forth the quantities, delivery date and shipping instructions with respect to each shipment of the Agreement Product Products and any Improved Agreement Product(s), such purchase orders to be received by Biomatrix Genzyme at least [ *** ] prior to the requested delivery date; provided that the Distributor shall not submit any purchase order for fewer than [ *** ] units of the Agreement Product Products or the Improved Agreement Product(s) (although multiple delivery site for purchase orders shall be allowed). Biomatrix Genzyme shall have no obligation to supply Distributor with quantities of the Agreement Product(s) and Improved Agreement Product(s) in excess of the amounts in the then current Supply Forecast for the relevant monthly period. For the avoidance of doubt, all purchase orders submitted with respect to any Agreement Products prior to the Launch of such Agreement Product shall be binding. ***Confidential portions * Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Securities and Exchange Commissioncommission. (c) Each unit of the an Agreement Product and any Improved Agreement Products Product(s) shipped to the Distributor shall have, as of the time of delivery, a remaining shelf life of no less than [ *** ] less than the maximum shelf life for such product, as approved by the U.S. Food and Drug AdministrationFDA. Biomatrix Genzyme shall continually use its best efforts at all times during the term hereof to lengthen to [ maintain a *** ] the shelf life of for the Agreement Product Products and any Improved Agreement Products to the extent supported by stability dataProduct(s). Biomatrix' "Genzyme’s “best efforts" ” in this section shall mean that Biomatrix Genzyme shall use such methods, exercise such degree of effort and diligence, and adhere to such standards as are commercially reasonable.

Shipment and Delivery; Packaging; Shelf Life. (a) Biomatrix or an Affiliate of Biomatrix shall arrange for shipment to the Distributor of the Agreement Product and any Improved Agreement Product(s) ordered by the Distributor [ [*** ] *]. The Distributor shall pay all customs duties, sales taxes and other governmental charges relating to the Agreement Product and any Improved Agreement Product(s), and shall be solely responsible for clearing such products through customs throughout the Territory. (b) The Distributor shall submit a firm purchase order setting forth the quantities, delivery date and shipping instructions with respect to each shipment of the Agreement Product and any Improved Agreement Product(s), such purchase orders to be received by Biomatrix at least [ [*** *] prior to the requested delivery date; provided that the Distributor shall not submit any purchase order for fewer than [ *** ] 1,000 units of the Agreement Product or the Improved Agreement Product(s) (although multiple delivery site for purchase orders shall be allowed). Biomatrix shall have no obligation to supply Distributor with quantities of the Agreement Product(s) and Improved Agreement Product(s) in excess of the amounts in the then current Supply Forecast for the relevant monthly period. ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. (c) Each unit of the Agreement Product and any Improved Agreement Products shipped to the Distributor shall have, as of the time of delivery, a remaining shelf life of no less than [ [*** *] less than the maximum shelf life for such product, as approved by the U.S. Food and Drug Administration. Biomatrix shall continually use its best efforts at all times during the term hereof to lengthen to [ [*** *] the shelf life of the Agreement Product and any Improved Agreement Products to the extent supported by stability data. Biomatrix' "best efforts" in this section shall mean that Biomatrix shall use such methods, exercise such degree of effort and diligence, and adhere to such standards as are commercially reasonable.