Common use of Shipping and Delivery Clause in Contracts

Shipping and Delivery. 8.1 Unless otherwise agreed upon in writing and subject to Article 7 above, shipping and delivery dates will be provided by SAGENT at the time firm purchase orders are placed. The parties hereby acknowledge that DOBFAR intends to ship Product by sea or air, as required by SAGENT. 8.2 A xxxx of lading will be furnished to SAGENT with respect to each shipment. At delivery, Product will be free and clear of any liens or encumbrances placed thereon by DOBFAR. 8.3 Each shipment of Product hereunder will be delivered EX WORKS [***]. DOBFAR shall procure an approved shipping vendor authorized to ship pharmaceutical products upon reasonable notice to SAGENT. DOBFAR shall include with each shipment of Product a Certificate of Analysis and all technical documentation as specified in the Quality Agreement. 8.3.1 Notification by SAGENT to DOBFAR of partial loss, damage, or non-delivery of any separate part of a shipment shall be made promptly by SAGENT after delivery to SAGENT, and if loss, damage, or partial non-delivery are not evident to SAGENT at the time of delivery, such notification by SAGENT to DOBFAR shall be made no later than thirty (30) days after delivery to SAGENT (the “Discovery Date”). Notwithstanding the foregoing, in the event SAGENT discovers that a shipment of Product contains latent defects after the Discovery Date, each of SAGENT and DOBFAR shall use commercially reasonable efforts to mutually agree on an appropriate remedy reasonably acceptable to the Parties. 8.4 In the event of partial or full loss or non-delivery of a shipment, the Parties will cooperate to insure that notification and follow-up with the involved ground and air carriers and customs or other warehouses is made in order to determine if such missing delivery can be located. For any shipment which is not recovered or which is damaged or defective, the Parties shall agree to a schedule for the manufacture of additional Product by DOBFAR. [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission

Shipping and Delivery. 8.1 Unless otherwise agreed upon (a) The Products sold by Biochrom to AP Biotech shall be shipped FCA to such carrier as AP Biotech shall name, at Biochrom’s production facility located in writing and subject to Article 7 aboveCambridge, shipping and delivery dates will be provided by SAGENT at the time firm purchase orders are placedEngland. The parties hereby acknowledge that DOBFAR intends to ship Product by sea or air, term “FCA” as required by SAGENTused in this Section 6(a) shall be as defined in Incoterms 2000. 8.2 A xxxx of lading (b) Biochrom will be furnished make shipments no later than the date three (3) business days prior to SAGENT with respect to each shipment. At delivery, Product will be free and clear of any liens or encumbrances placed thereon by DOBFAR. 8.3 Each shipment of Product hereunder will be delivered EX WORKS [***]. DOBFAR shall procure an approved shipping vendor authorized to ship pharmaceutical products upon reasonable notice to SAGENT. DOBFAR shall include with each shipment of Product a Certificate of Analysis and all technical documentation as the specified date for delivery in the Quality Agreement. 8.3.1 Notification by SAGENT to DOBFAR of partial lossrelated purchase order, damage, or non-provided that such delivery of any separate part of a shipment shall be made promptly by SAGENT after delivery to SAGENT, and if loss, damage, or partial non-delivery are date is not evident to SAGENT at the time of delivery, such notification by SAGENT to DOBFAR shall be made no later less than thirty (30) days after from the date Biochrom receives such order. If the delivery to SAGENT (the “Discovery Date”). Notwithstanding the foregoing, date specified in the event SAGENT discovers purchase order does not comply with the timing requirement for the delivery of such Products detailed in the foregoing sentence, Biochrom may deem the delivery date for such purchase order to be thirty (30) days from the date Biochrom received such purchase order and delivery will be in accordance with such schedule. AP Biotech shall be promptly notified in writing, by Biochrom, of any anticipated delays in delivery. Save as provided in Section 6(c) below, Biochrom shall be in no manner liable to AP Biotech for any failure to deliver Products to AP Biotech by any agreed or deemed delivery date. (c) If a customer of AP Biotech cancels an order for a Product prior to shipment from Biochrom due to late delivery of that a Product by Biochrom and Biochrom has been notified of such cancellation in writing, AP Biotech shall not be required to accept delivery of or pay for such Product. However, if the Product has been shipped prior to receiving such written notice, AP Biotech shall be required to accept delivery of and pay for such Product. (d) Biochrom shall print its own catalogue and lot numbers (if applicable) and expiration dates (if applicable) conspicuously on outer shipping cartons, as well as inner shelf packs and inner units of all multiple unit packed Products. (e) Biochrom shall ship dated Products in such time that no less than seventy-five percent (75%) of the manufactured shelf life will be remaining at the time of shipment from Biochrom. Biochrom shall accept return, for full invoice credit plus shipping charges, of any dated Product contains latent defects after shipped in breach of the Discovery Dateprovisions of this paragraph 6(e). (f) Claims for shortage or damage incurred during shipment for reasons other than Biochrom’s negligence, each of SAGENT and DOBFAR shall use commercially reasonable efforts to mutually agree on an appropriate remedy reasonably acceptable may only be made to the Partiescarrier and Biochrom shall be in no manner liable for any such shortage or damage. 8.4 In the event of partial or full loss or non-delivery of a shipment, the Parties will cooperate to insure that notification and follow-up with the involved ground and air carriers and customs or other warehouses is made in order to determine if such missing delivery can be located. For any shipment which is not recovered or which is damaged or defective, the Parties shall agree to a schedule for the manufacture of additional Product by DOBFAR. [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission

Shipping and Delivery. 8.1 Unless otherwise agreed upon in writing and subject to Article 7 above, shipping and delivery dates will be provided by SAGENT at the time firm purchase orders are placed. The parties hereby acknowledge that DOBFAR intends to ship Product by sea or air, as required by SAGENT. 8.2 A xxxx of lading will be furnished to SAGENT with respect to each shipment. At delivery, Product will be free and clear of any liens or encumbrances placed thereon by DOBFAR. 8.3 Each shipment 5.1 All deliveries of Product hereunder will be delivered EX WORKS [***]. DOBFAR shall procure an approved shipping vendor authorized to ship pharmaceutical products upon reasonable notice to SAGENT. DOBFAR shall include with each shipment of Product a Certificate of Analysis and all technical documentation as specified in the Quality Agreement. 8.3.1 Notification by SAGENT to DOBFAR of partial loss, damage, or non-delivery of any separate part of a shipment under this Agreement shall be made promptly F.O.B. to a location within the United States of America as designated by SAGENT after CTI. If the material is stored by NPI, then delivery to SAGENT, and if loss, damage, or partial non-delivery are not evident to SAGENT at the time of delivery, such notification by SAGENT to DOBFAR shall be made no later than thirty (30) days after deemed to occur when NPI provides written notice of release and delivery to SAGENT (in accordance with the “Discovery Date”)terms hereof. Notwithstanding the foregoing, in the event SAGENT discovers that a shipment of Product contains latent defects after the Discovery Date, each of SAGENT and DOBFAR CTI shall use commercially reasonable efforts to mutually agree on an appropriate remedy reasonably acceptable specify destination of delivery at least *** prior to each of the delivery dates set forth in Schedule B attached hereto. The packaging for shipment shall ---------- be in accordance with good commercial practice with respect to protection of Product during transportation. Environmental conditions during shipment shall be specified in the Specifications. NPI shall pay all freight, inspection fees and other charges applicable to the Partiessale and transportation of Product purchased by CTI. Title and risk of loss and damages to Product shall pass to CTI upon CTI's receipt of Product at its designated destination. 8.4 5.2 If Product is designated for export, CTI is responsible, at its expense, for assuring compliance with applicable export, health and safety laws and all freight and duty regulations and will provide NPI with instructions for the handling of such export shipments and shall reimburse NPI for all costs associated therewith. 5.3 NPI shall deliver Product ordered by CTI within *** of each of the delivery dates set forth on Schedule B. NPI shall immediately notify CTI of any ---------- anticipated late deliveries and any impending plant or facility shutdowns for any reason, including vacation, tool repair, labor difficulties or governmental order, which may adversely impact the scheduled delivery dates. In the event of partial or full loss or non-that NPI is delinquent with respect to delivery of a shipment, the Parties will cooperate Product to insure that notification and follow-up with the involved ground and air carriers and customs CTI for reasons other than those reasonably attributable to CTI or other warehouses is made in order to determine if such missing delivery can be located. For any shipment which is not recovered or which is damaged or defective, the Parties shall agree to a schedule for the manufacture of additional Product ____________________ * The information above marked by DOBFAR. [***] Indicates that text * has been omitted which is the subject of by a request for confidential treatment requesttreatment. This text The omitted portion has been separately filed with the Securities Commission. accordance with Section 18.9 hereof, NPI shall produce and Exchange Commissiondeliver such ------------ Product to CTI in the most commercially expeditious manner possible and the payment of premium costs associated with the production and shipment of Product shall be at NPI's expense. The rights and obligations of the parties under this Section 5.3 shall not apply to the extent that any delay ----------- in delivering Product is caused by a relevant delay in performance by CTI of its obligations under this Agreement. 5.4 Notwithstanding any of the foregoing provisions of this Article 5, CTI may --------- defer any scheduled delivery for *** by providing NPI with written notice of such deferral *** prior to the scheduled delivery date; provided, however, CTI may not deter any scheduled delivery if CTI has accelerated such delivery pursuant to Section 5.5 below or if NPI has accelerated such ----------- delivery pursuant to Section 5.6 below. ----------- 5.5 NPI and CTI shall negotiate in good faith any request by CTI to accelerate the delivery schedule set forth in Schedule B. NPI and CTI acknowledge and ----------- agree that such acceleration may increase the cost of production of Product and therefore may require an increase in the price of Product. 5.6 NPI and CTI hereby agree that NPI may, at its sole discretion, accelerate the delivery schedule set forth in Schedule B; provided, however, NPI shall ---------- provide CTI with written notice of such acceleration at least *** prior to each of the scheduled delivery dates subject to such acceleration. If NPI accelerates the delivery schedule pursuant to this Section 5.6, there shall ----------- be no increase in the price of Product.

Shipping and Delivery. 8.1 Unless otherwise agreed upon in writing 6.1 EMC shall provide the name and subject to Article 7 above, shipping and delivery dates billing number of its preferred freight carrier. EMC will be provided by SAGENT at the time firm issue individual purchase orders are placed. The parties hereby acknowledge that DOBFAR intends to for each of its drop shipment customer requirements (frequency could be multiple purchase orders daily). 6.2 TIDALWIRE shall drop-ship Product to End User Customers with no minimum order quantity requirements. TIDALWIRE is required to communicate (via fax or electronically) drop shipment information such as purchase order number, date of shipment carrier waybill number, invoice number and serial numbers shipped, to EMC by sea or air, as required by SAGENT10:00 AM EST on the next day following the date the product shipped. 8.2 A xxxx 6.3 All shipments shall be shipped FOB Marlboro or other TidalWire warehouse location whether owned or contracted. Title and risk of lading will be furnished loss shall pass to SAGENT with respect to each shipment. At deliveryEMC, Product will be free and clear of any liens VAR/reseller, or encumbrances placed thereon by DOBFARend-user once the equipment has been shipped. 8.3 6.4 Each shipment of the Product hereunder will be delivered EX WORKS [***]. DOBFAR shall procure an approved shipping vendor authorized to ship pharmaceutical products upon reasonable notice to SAGENT. DOBFAR by TIDALWIRE shall include with each shipment a packing slip which contains at a minimum, (i) TIDALWIRE name, (ii) box number (e.g., 1 of Product a Certificate 3, 2 of Analysis 3), (iii) receiving address, (iv) EMC’s purchase order number, (v) EMC’s part number, (vi) shipping quantity, and all technical documentation as specified in the Quality Agreement(vii) date of shipment. 8.3.1 Notification 6.5 If TIDALWIRE anticipates or becomes aware that it will not supply the Product on the shipment date acknowledged by SAGENT TIDALWIRE, for any reason to DOBFAR include but not be limited to material shortage, process changes, capacity limitations or causes due to common carriers, TIDALWIRE shall notify EMC immediately after TIDALWIRE has knowledge of partial lossthe situation. The notification may be communicated by facsimile, damagetelephone, electronic mail or non-delivery of any separate part of a shipment shall be made promptly other method agreed to by SAGENT after delivery to SAGENTthe parties, and if loss, damage, or partial non-delivery are not evident to SAGENT at the time of delivery, such notification by SAGENT to DOBFAR shall be made no later than thirty (30) days after delivery to SAGENT (the “Discovery Date”). Notwithstanding the foregoing, in the event SAGENT discovers provided that a shipment of Product contains latent defects after the Discovery Date, each of SAGENT and DOBFAR TIDALWIRE shall use commercially reasonable efforts to mutually agree obtain EMC’s actual knowledge of the notice of anticipated delay. TIDALWIRE and EMC will jointly develop alternatives to resolve any late shipment of the Product, including use of premium routing. TIDALWIRE will develop recovery plans with new committed shipment dates and communicate such plans to EMC within twenty-four (24) hours of missed shipments. If TIDALWIRE is unable to ship the Product on an appropriate remedy reasonably acceptable the acknowledged ship date, through no fault of EMC, EMC may require TIDALWIRE to use premium routing and ship the Parties. 8.4 freight pre-paid at TIDALWIRE’s expense. In the event TIDALWIRE has no allocation situation, TIDALWIRE shall use an allocation formula for EMC no less favorable than that of partial or full loss or nonany of TIDALWIRE’S other customers. 6.6 EMC shall have the right to cancel delivery on any purchase order without TIDALWIRE’S consent and with no liability and without incurring any cancellation charges, if TIDALWIRE does not ship product within 2 days of the Product lead-delivery of a shipment, the Parties will cooperate to insure that notification and follow-up with the involved ground and air carriers and customs or other warehouses is made in order to determine if such missing delivery can be located. For any shipment which is not recovered or which is damaged or defective, the Parties shall agree to a schedule for the manufacture of additional Product by DOBFAR. [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commissiontime.

Shipping and Delivery. 8.1 Unless Vendor shall deliver the Products in the quantities and on the date(s) specified in an Order or as otherwise agreed upon in writing and subject to Article 7 above, shipping and delivery dates will be provided by SAGENT at the time firm purchase orders are placed. The parties hereby acknowledge that DOBFAR intends to ship Product by sea or air, as required by SAGENT. 8.2 A xxxx of lading will be furnished to SAGENT with respect to each shipment. At delivery, Product will be free and clear of any liens or encumbrances placed thereon by DOBFAR. 8.3 Each shipment of Product hereunder will be delivered EX WORKS [***]. DOBFAR shall procure an approved shipping vendor authorized to ship pharmaceutical products upon reasonable notice to SAGENT. DOBFAR shall include with each shipment of Product a Certificate of Analysis and all technical documentation as specified in the Quality Agreement. 8.3.1 Notification by SAGENT to DOBFAR of partial loss, damage, or non-delivery of any separate part of a shipment shall be made promptly by SAGENT after delivery to SAGENT, and if loss, damage, or partial non-delivery are not evident to SAGENT at the time of delivery, such notification by SAGENT to DOBFAR shall be made no later than thirty (30) days after delivery to SAGENT (the “Discovery Delivery Date”). Notwithstanding Timely delivery of the foregoing, Products is of the essence. If Vendor fails to deliver the Products in full on the event SAGENT discovers that a shipment of Product contains latent defects after the Discovery Delivery Date, each iHerb may terminate an Order immediately by providing written notice to Vendor and Vendor shall indemnify iHerb against any losses, claims, damages, and reasonable costs and expenses attributable to Vendor’s failure to deliver the Products on the Delivery Date. Unless otherwise specified in an Order, iHerb has the right to return any Products delivered prior to the Delivery Date at Vendor’s expense and Vendor shall redeliver such Products on the Delivery Date. All Products shall be delivered to the address specified in an Order (the “Delivery Location”) during iHerb’s normal business hours or as otherwise instructed by iHerb. Vendor shall give written notice of SAGENT shipment to iHerb when the Products are delivered to a carrier for transportation. Vendor shall provide iHerb all shipping documents, including the commercial invoice, packing list, air waybill/bill of lading and DOBFAR any other documents necessary to release the Products to iHerb no later than one day after Vendor delivers the Products to the transportation carrier. The Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence, and any other documents pertaining to the Order. Unless a specific Order specifies otherwise and only for that particular Order, title passes to iHerb upon delivery of the Products to the Delivery Location. Vendor bears all risk of loss or damage to the Products until delivery of the Products to the Delivery Location, unless specified otherwise in a specific Order and only for that particular Order. If any Products are delivered pursuant to an Order designated as FOB Origin, possession is transferred to iHerb when the order is released to the assigned carrier. iHerb reserves the right to inspect the Products and raise any non-carrier related issues with the Products for any Order designated as FOB Origin. Any other shipping or delivery terms not referenced in this Agreement shall use commercially reasonable efforts be subject to mutually agree the terms or conditions noted on an appropriate remedy reasonably acceptable to the PartiesOrder. 8.4 In the event of partial or full loss or non-delivery of a shipment, the Parties will cooperate to insure that notification and follow-up with the involved ground and air carriers and customs or other warehouses is made in order to determine if such missing delivery can be located. For any shipment which is not recovered or which is damaged or defective, the Parties shall agree to a schedule for the manufacture of additional Product by DOBFAR. [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission

Shipping and Delivery. 8.1 Unless the respective AUTHORIZED LTC AFFILIATE and OI agree otherwise agreed upon in writing writing, the expected shipment date for LTC PRODUCTS shall be within sixty (60) days after acceptance of an order that is placed in accordance with Article 5 (ordering), where such order does not exceed the quantity covered by the binding element of OI’s then most recent forecast provided pursuant to paragraph 4.4 (forecasts); and within ninety (90) days after acceptance of the order, where such order is in excess of the amount forecast in the binding portion of the then most recent forecast or for volumes of LTC PRODUCT not subject to Article 7 abovethe binding element of the forecast, shipping either of which schedules may be modified if the specifications are changed at the request of OI in accordance with paragraph 6.3. 8.2 After acceptance of an order, and delivery dates unless stated otherwise in the order, LTC PRODUCTS shall be shipped DAP OI facility (identified in Exhibit A) (Incoterms 2010) by the AUTHORIZED LTC AFFILIATE as determined with reference to Exhibit A to OI or the designated OI AFFILIATE; provided, however, that OI or the designated OI AFFILIATE shall pay for insurance in transit. 8.3 The respective AUTHORIZED LTC AFFILIATE will be provided by SAGENT at responsible for packaging and otherwise determining the time firm purchase orders are placedappropriate method to preserve and protect the LTC PRODUCTS during normal and customary handling in transit and meeting its obligations and regulatory requirements. The parties hereby acknowledge that DOBFAR intends LTC reserves the right for each respective AUTHORIZED LTC AFFILIATE to ship Product by sea make delivery in installments, each such installment to be separately invoiced (including shipping charges), if necessary to meet the obligations of this paragraph. 8.4 Any shipment of LTC PRODUCTS may be postponed or airterminated, as required by SAGENTlaw. 8.2 A xxxx of lading will be furnished to SAGENT with respect to each shipment. At delivery, Product will be free and clear of any liens or encumbrances placed thereon by DOBFAR. 8.3 Each 8.5 Following shipment of Product hereunder will be delivered EX WORKS [***]the LTC PRODUCTS, the AUTHORIZED LTC AFFILIATE shall invoice OI for such LTC PRODUCTS according to the pricing as set forth in Article 7 (pricing). DOBFAR OI shall procure an approved pay the respective AUTHORIZED LTC AFFILIATE for such LTC PRODUCTS, including shipping vendor authorized charges according to ship pharmaceutical products upon reasonable notice paragraph 8.2, according to SAGENT. DOBFAR shall include with each shipment the manner of Product a Certificate of Analysis and all technical documentation as specified payment set forth in the Quality Agreement. 8.3.1 Notification by SAGENT to DOBFAR of partial lossparagraph 11.1 (payment methods), damage, or non-delivery of any separate part of a shipment shall be made promptly by SAGENT after delivery to SAGENT, and if loss, damage, or partial non-delivery are not evident to SAGENT at the time of delivery, such notification by SAGENT to DOBFAR shall be made no later than within thirty (30) days after delivery the date of the invoice. OI shall be responsible for all taxes, assessments, duties, and other governmental fees of any nature whatsoever that are levied on LTC PRODUCTS upon shipment to SAGENT (the “Discovery Date”). Notwithstanding the foregoing, in the event SAGENT discovers that a shipment of Product contains latent defects after the Discovery Date, each of SAGENT and DOBFAR shall use commercially reasonable efforts to mutually agree on an appropriate remedy reasonably acceptable to the PartiesOI. 8.4 In the event of partial or full loss or non-delivery of a shipment, the Parties will cooperate to insure that notification and follow-up with the involved ground and air carriers and customs or other warehouses is made in order to determine if such missing delivery can be located. For any shipment which is not recovered or which is damaged or defective, the Parties shall agree to a schedule for the manufacture of additional Product by DOBFAR. [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission

Shipping and Delivery. 8.1 Unless otherwise agreed upon in writing and subject to Article 7 above, shipping and delivery dates will be provided by SAGENT at the time firm purchase orders are placed. The parties hereby acknowledge that DOBFAR intends to ship Product by sea or air, as required by SAGENT. 8.2 A xxxx of lading will be furnished to SAGENT with respect to each shipment. At delivery, Product will be free and clear of any liens or encumbrances placed thereon by DOBFAR. 8.3 Each shipment of Product hereunder will be delivered EX WORKS [***]. DOBFAR shall procure an approved shipping vendor authorized to ship pharmaceutical products upon reasonable notice to SAGENT. DOBFAR shall include with each shipment of Product a Certificate of Analysis and all technical documentation as specified in the Quality Agreement. 8.3.1 Notification by SAGENT to DOBFAR of partial loss, damage, or non-delivery of any separate part of a shipment shall be made promptly by SAGENT after delivery to SAGENT, and if loss, damage, or partial non-delivery are not evident to SAGENT at the time of delivery, such notification by SAGENT to DOBFAR shall be made no later than thirty (30) days after delivery to SAGENT (the “Discovery Date”). Notwithstanding the foregoing, in the event SAGENT discovers that a shipment of Product contains latent defects after the Discovery Date, each of SAGENT and DOBFAR shall use commercially reasonable efforts to mutually agree on an appropriate remedy reasonably acceptable to the Parties. 8.4 In the event of partial or full loss or non-delivery of a shipment, the Parties will cooperate to insure that notification and follow-up with the involved ground and air carriers and customs or other warehouses is made in order to determine if such missing delivery can be located. For any shipment which is not recovered or which is damaged or defective, the Parties shall agree to a schedule for the manufacture of additional Product by DOBFAR. CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission