Common use of SUPPLY AND DELIVERY Clause in Contracts

SUPPLY AND DELIVERY. 4.1 The Supplier will supply Goods and Services to or on behalf of ICG in accordance with the Purchase Order and these Terms that are free from defects and conform to the Purchase Order. 4.2 The Supplier must deliver Goods to the location and at the date and time for delivery specified in the Purchaser Order. 4.3 If no delivery date is specified in the Purchase Order, the Supplier must deliver them within 10 business days of ICG placing the relevant Purchase Order with the Supplier. 4.4 ICG may from time to time notify the Supplier of alternate addresses or times for delivery. 4.5 The Supplier must notify ICG immediately if the Supplier becomes aware that Goods (or part thereof) will not be delivered to ICG within the time specified in accordance with clause 4.2. 4.6 If Goods (or part thereof) are not delivered in accordance with clauses 4.1 or 4.2, ICG may, without prejudice to any other remedy and without liability to the Supplier: (i) cancel the Purchase Order; or (ii) refuse to take delivery of the relevant Goods. 4.7 The Supplier must ensure that any delivery docket for each delivery of Goods is displayed/or provided and references the relevant Purchase Order and shows particulars of the Goods. 4.8 ICG’s acknowledgment of receipt of Goods by the signing of any delivery docket will not infer that ICG has accepted the Goods in any way or otherwise prejudice or affect ICG’s rights under or in connection with these terms. 4.9 Unless otherwise stated in a Purchase Order or agreed in writing by ICG, the Supplier will be responsible for unloading all Goods at the delivery location specified in the Purchase Order. 4.10 The Supplier will package all Goods in accordance with any requirements stated in the Purchase Order, and in any case will package Goods in such a way and by such means as will ensure that: (i) the Goods will be delivered to ICG in good order and condition and free from damage; and (ii) the Goods are clearly labelled and may be conveniently and properly inspected by ICG. 4.11 The Supplier will at all times comply with all applicable laws and regulations and the requirements of any carrier in packaging and packing Goods. 4.12 Unless provided otherwise in a Purchase Order, ICG will not be obliged to return any packaging or packing material for the Goods to the Supplier, whether or not any Goods are accepted. 4.13 The Supplier will obtain, at no additional cost to ICG, any necessary permits, licences, authorisations, accreditations and approvals that may be required for it to perform its obligations in accordance with this Agreement, including any export or import approvals.

SUPPLY AND DELIVERY. 4.1 8.1 EMULATE will be responsible for the manufacture and supply of Product for the Territory in the Field. EMULATE will be responsible for all costs associated with labelling, packaging, and Product inserts for Product. EMULATE will be responsible for formal quality control and batch release testing in the United States for all Product to be distributed in the Territory. SXXXX will be responsible for any additional country-specific quality control and batch release testing required to distribute the Product in the Territory. 8.2 SXXXX will provide purchase orders for quantities of Product (each, a “Purchase Order”) and such Purchase Orders will be placed upon receiving a prescription and the delivery date to be specified in such Purchase Order. Each Purchase Order will be subject to acceptance by EMULATE. The Supplier terms and conditions of this Agreement will govern the sale of Product regardless of additional or different terms in any Purchase Order or any other document issued by EMULATE or SXXXX, except to the extent such Purchase Order or document expressly provides that its terms will control. 8.3 Unless otherwise agreed in writing between the Parties, EMULATE will make all reasonable efforts to deliver the Product by the date specified therefor in the applicable Purchase Order. EMULATE will notify SXXXX of any rejection of a Purchase Order no later than three (3) business days from the date of receipt of such Purchase Order, after which EMULATE will be deemed to have accepted the order. In the event of any delays EMULATE will promptly inform SXXXX of the delay and the earliest alternate date of shipment. 8.4 The Product will be supplied ex works (Incoterms 2010) EXW Seattle, Washington, whereupon title to the Product will pass to SXXXX subject to payment in full therefor. Transport of the Product will be organized by SXXXX. Product will be packed in a packaging able to preserve the integrity of the Product according to the laws and GDP guidelines for the shipment of medical devices. SXXXX confirms that it has the necessary storage facilities available to enable the Product to be stored in its authorised storage conditions. 8.5 In respect of every order for the Product placed by SXXXX on EMULATE on NPP: (a) the billing name and address will always be that of the patient; (b) the shipping address at which the Product will be delivered may be of the patient, or the relevant medical practitioner or hospital or other address as determined by the patient in consultation with SXXXX; (c) notwithstanding the fact that the billing address is that of the patient as aforesaid, Sxxxx will always be responsible for paying EMULATE the price of the Product supplied; (d) In the event SXXXX places a single Purchase Order for supply Goods and Services of multiple units of the Product pursuant to or on behalf of ICG multiple prescriptions, EMULATE will pack each unit separately in accordance with the Purchase Order and these Terms that are free from defects and conform to Named Patient details supplied by SXXXX in the applicable Purchase Order. 4.2 The Supplier must deliver Goods . Schedule 4 to be referred to for Section 8.5, on Name Patient Program arrangement till the location and at the date and time for delivery specified SXXXX holds an MA in the Purchaser OrderTerritory. 4.3 If no delivery date is specified in the Purchase Order, the Supplier must deliver them within 10 business days of ICG placing the relevant Purchase Order with the Supplier. 4.4 ICG may from time to time notify the Supplier of alternate addresses or times for delivery. 4.5 The Supplier must notify ICG immediately if the Supplier becomes aware that Goods (or part thereof) will not be delivered to ICG within the time specified in accordance with clause 4.2. 4.6 If Goods (or part thereof) are not delivered in accordance with clauses 4.1 or 4.2, ICG may, without prejudice to any other remedy and without liability to the Supplier: (i) cancel the Purchase Order; or (ii) refuse to take delivery of the relevant Goods. 4.7 The Supplier must ensure that any delivery docket for each delivery of Goods is displayed/or provided and references the relevant Purchase Order and shows particulars of the Goods. 4.8 ICG’s acknowledgment of receipt of Goods by the signing of any delivery docket will not infer that ICG has accepted the Goods in any way or otherwise prejudice or affect ICG’s rights under or in connection with these terms. 4.9 Unless otherwise stated in a Purchase Order or agreed in writing by ICG, the Supplier will be responsible for unloading all Goods at the delivery location specified in the Purchase Order. 4.10 The Supplier will package all Goods in accordance with any requirements stated in the Purchase Order, and in any case will package Goods in such a way and by such means as will ensure that: (i) the Goods will be delivered to ICG in good order and condition and free from damage; and (ii) the Goods are clearly labelled and may be conveniently and properly inspected by ICG. 4.11 The Supplier will at all times comply with all applicable laws and regulations and the requirements of any carrier in packaging and packing Goods. 4.12 Unless provided otherwise in a Purchase Order, ICG will not be obliged to return any packaging or packing material for the Goods to the Supplier, whether or not any Goods are accepted. 4.13 The Supplier will obtain, at no additional cost to ICG, any necessary permits, licences, authorisations, accreditations and approvals that may be required for it to perform its obligations in accordance with this Agreement, including any export or import approvals.

SUPPLY AND DELIVERY. 4.1 6.1 The Customer may at any time during the Contract Period order Goods from the Supplier will by giving an Order to the Supplier and the Supplier shall supply such Goods and Services to or on behalf of ICG in accordance with the Purchase Order and these Terms that are free from defects and conform to the Purchase Customer’s Order. 4.2 6.2 Each Order shall: 6.2.1 be given in writing or provided orally. The Supplier supplier must deliver maintain an audit trail of all orders received. 6.2.2 specify the type and quantity of the Goods ordered; and 6.2.3 specify the date [by OR on] which the Order is to be delivered (the “Delivery Date”) and the delivery location (the “Delivery Location”). 6.3 The Customer shall assign an Order Number to each Order and notify such Order Numbers to the location and at Supplier. Each Party shall use the date and time for delivery specified relevant Order Number in all subsequent correspondence relating to the Purchaser Order. 4.3 If no delivery date is specified 6.4 The Supplier shall, at its own expense and risk, supply and deliver each Order to the Delivery Location [on OR by] the Delivery Date, in accordance with the provisions of this Agreement and the relevant Order. 6.5 Delivery of an Order shall be complete on the completion of unloading of the Order at the Delivery Location stated in the Purchase Order. In the event that the Customer has elected to collect the Goods, the Order shall be complete when the Goods are loaded onto the Customer’s vehicle. 6.6 Except where otherwise provided in the Order, delivery shall include the unloading, stacking or installation of the Goods by the Supplier or the Staff at such place as the Customer or other duly authorised person shall reasonably direct. 6.7 Each Order shall be accompanied by a delivery note or delivery notes giving full particulars thereof, quoting the Order Number, the date of the Order and the type and quantity of Goods included in the Order. Where the Goods are to be supplied by weight and are not weighed at the place of delivery, the Supplier shall provide to the Customer at the time of delivery a weight ticket. 6.8 Where the Goods are sold by weight, the weight of all packing materials shall be deducted from the gross weight of the Goods and the Customer shall pay only for the net weight thereof and shall not be liable for the return of any such packing materials. 6.9 At any time prior to despatch of the Goods, the Customer may cancel or amend any of the requirements set out in an Order including, but not limited to, any of the following: 22.8.1 the quantity of the Goods required; 22.8.2 the Delivery Date; and/or 22.8.3 the Delivery Location; 6.10 If the Customer amends or cancels an Order pursuant to Clause 6.9, its liability to the Supplier shall be limited to payment to the Supplier of all direct costs reasonably incurred by the Supplier in fulfilling the Order up to the date of receipt of the notice of amendment or cancellation, except that where the amendment or cancellation results from the Supplier’s failure to comply with its obligations under this Agreement, the Customer shall have no liability to the Supplier in respect of it. 6.11 If the Contract Period expires before the supply or delivery of any Goods comprised in an Order, the Supplier must deliver them within 10 business days shall remain liable for the completion of ICG placing the relevant Purchase Order with the SupplierOrder. The terms and conditions of this Agreement shall continue in full force and effect in respect of such completion. 4.4 ICG may from time to time notify 6.12 Clause 6.7 shall survive the Supplier termination or expiry of alternate addresses or times for delivery. 4.5 The Supplier must notify ICG immediately if the Supplier becomes aware that Goods (or part thereof) will not be delivered to ICG within the time specified in accordance with clause 4.2. 4.6 If Goods (or part thereof) are not delivered in accordance with clauses 4.1 or 4.2, ICG may, without prejudice to any other remedy and without liability to the Supplier: (i) cancel the Purchase Order; or (ii) refuse to take delivery of the relevant Goods. 4.7 The Supplier must ensure that any delivery docket for each delivery of Goods is displayed/or provided and references the relevant Purchase Order and shows particulars of the Goods. 4.8 ICG’s acknowledgment of receipt of Goods by the signing of any delivery docket will not infer that ICG has accepted the Goods in any way or otherwise prejudice or affect ICG’s rights under or in connection with these terms. 4.9 Unless otherwise stated in a Purchase Order or agreed in writing by ICG, the Supplier will be responsible for unloading all Goods at the delivery location specified in the Purchase Order. 4.10 The Supplier will package all Goods in accordance with any requirements stated in the Purchase Order, and in any case will package Goods in such a way and by such means as will ensure that: (i) the Goods will be delivered to ICG in good order and condition and free from damage; and (ii) the Goods are clearly labelled and may be conveniently and properly inspected by ICG. 4.11 The Supplier will at all times comply with all applicable laws and regulations and the requirements of any carrier in packaging and packing Goods. 4.12 Unless provided otherwise in a Purchase Order, ICG will not be obliged to return any packaging or packing material for the Goods to the Supplier, whether or not any Goods are accepted. 4.13 The Supplier will obtain, at no additional cost to ICG, any necessary permits, licences, authorisations, accreditations and approvals that may be required for it to perform its obligations in accordance with this Agreement, including any export or import approvals.

SUPPLY AND DELIVERY. 4.1 The Supplier will supply Goods Unless otherwise agreed by the Parties in writing, Product supplied under this Agreement is sold on an Ex Works basis (as defined in the International Chamber of Commerce’s Incoterms 2010) at the Supply Price at such location as detailed in Schedule B. 4.2 Risk of loss or damage to any lot of Product shall pass to Distributor on the earlier of (i) three (3) Business Days after notification to Distributor of release of the lot of Product and Services availability for collection and (ii) the date of actual collection of such lot of Product. 4.3 Company shall notify the Distributor in writing as soon as a lot of Product is ready for delivery and provide all the necessary shipping information and documentation. 4.4 If the Distributor has not arranged for the Products to be collected within ten (10) Business Days of the Company notifying the Distributor and making available all necessary information and documentation in accordance with Clause 4.3, the Company shall continue to store the lot and shall be entitled to recharge the reasonable additional storage costs incurred by the Company per pallet per day for storing the Products (as supported by documentary evidence to be made available to the Distributor). 4.5 Distributor shall keep throughout the Term a stock of Product reasonably estimated to be adequate to meet market demand and to cover possible shortages in the supplies of Product in the Territory, such stock to correspond to at least three (3) months’ average sales in the Territory. 4.6 Distributor shall visually inspect each lot of Product promptly following receipt and promptly inform Company in writing of any defects or issues without unreasonable delay, stating the reasons as well as the invoice, Purchase Order and lot numbers. Defects that are clearly visible on behalf an initial inspection shall be notified within five (5) Business Days from receipt of ICG the relevant Product by Distributor at its designated warehouse. 4.7 For any latent defects in a Product or any defects that were not seen or could not reasonably have expected to have been seen on an initial inspection, the Distributor shall give the Company notice in writing of such defect (together with the relevant invoice, Purchase Order and lot numbers) and rejection of the relevant shipment no later than five (5) Business Days from the date of discovery of such defect. For the avoidance of doubt Company shall not be liable for defects to the extent arising from Distributor’s or its Representatives’ negligence or breach of this Agreement, including failure to store, handle and receive Product in accordance with the Purchase Order and these Terms that are free from defects and conform to the Purchase OrderRegistration. 4.2 The Supplier must deliver Goods 4.8 In the event of a disagreement between Company and Distributor regarding whether the Product is defective which the Parties are unable to resolve within fourteen (14) days of receipt of notice by the location Company pursuant to Clause 4.6 or 4.7, appropriate samples of the relevant Product shall be submitted for analysis to an independent expert testing laboratory mutually agreed to by Distributor and at the date and time for delivery specified Company, or in the Purchaser Order. 4.3 If no delivery date is specified event that they cannot agree within seven (7) days (each acting reasonably and in good faith), to an independent expert testing laboratory appointed by the Purchase OrderCompany. In any other case, the Supplier must deliver them within 10 business days of ICG placing the relevant Purchase Order with the Supplier. 4.4 ICG may from time to time notify the Supplier of alternate addresses or times for delivery. 4.5 The Supplier must notify ICG immediately if the Supplier becomes aware that Goods (or part thereof) will not dispute shall be delivered to ICG within the time specified resolved in accordance with clause 4.2Clause 18.17. The determination of such expert testing laboratory shall be conclusive and binding on the Parties. The cost of analysis shall initially be shared equally by the Parties, but the Party whose view as to whether the relevant lot of Product is or is not defective is found to be incorrect shall reimburse the other Party for the share of such cost initially borne by the other Party. 4.6 4.9 Title to each unit of Product supplied hereunder shall pass to Distributor upon the earlier of (a) payment in full to Company of the Supply Price for such unit and (b) immediately prior to the resale of such unit of Product by Distributor in the ordinary course of its business. For purposes of this Clause 4.9, “resale” shall be deemed to occur on the earlier of shipment thereof by Distributor to the applicable purchaser or issuance of an invoice therefor by Distributor to the applicable purchaser. Pending title passing, Distributor shall hold such unit of Product as bailee for Company but may use or resell such unit of Product in the ordinary course of its business, provided that immediately prior to resale of such unit of Product by Distributor in the ordinary course of its business, title to such unit of Product shall pass to Distributor. In the event that this Agreement expires or is terminated prior to title to a unit of Product passing to Distributor and while such unit of Product is still in the possession or control of Distributor, then upon such expiration or termination, Company may enter Distributor’s premises where such unit of Product is stored and repossess such unit of Product. Until title to Product passes to Distributor, Distributor shall take all reasonable care of Product and separately store it. 4.10 If Goods (Company agrees that a lot of Product is defective or part thereof) are if a lot of Product is found to be defective by an independent expert under Clause 4.8, Distributor may return such defective Product to Company at Company’s cost and expense, or if Company so requests Distributor shall dispose of such Product at Company’s cost and in compliance with Company’s instructions and in either case, Company shall as soon as reasonably possible provide non-defective replacement Products at no cost to Distributor and shall issue a credit for shipping costs. To the extent that any defect or non-conformity is attributable to any act or omission of the Distributor or its Representatives in breach of this Agreement or reasonable written instructions provided by Company, including but not delivered limited to the improper handling or use and/or failure to store, handle and receive the Product in accordance with clauses 4.1 the terms of this Agreement and/or the Registration, Distributor shall promptly reimburse Company for the properly-incurred and documented cost of return or 4.2, ICG may, without prejudice to any other remedy and without liability to the Supplier: (i) cancel the Purchase Order; or (ii) refuse to take delivery disposal of the relevant Goods. 4.7 The Supplier must ensure that any delivery docket for each delivery of Goods is displayed/or provided defective Product and references the relevant Purchase Order and shows particulars in respect of the Goods. 4.8 ICG’s acknowledgment of receipt of Goods by the signing of any delivery docket will not infer that ICG has accepted the Goods in any way or otherwise prejudice or affect ICG’s rights under or in connection with these terms. 4.9 Unless otherwise stated in a Purchase Order or agreed in writing by ICGreplacement Products, the Supplier will be responsible for unloading all Goods at the delivery location specified in the Purchase Order. 4.10 The Supplier will package all Goods in accordance with any requirements stated in the Purchase Orderproperly-incurred and documented cost of shipping, Tax and in any case will package Goods in such a way and by such means as will ensure that: (i) the Goods will be delivered to ICG in good order and condition and free from damage; and (ii) the Goods are clearly labelled and may be conveniently and properly inspected by ICGassociated costs. 4.11 The Supplier will at all times comply with all applicable laws Company shall provide to the Distributor a total of one thousand two hundred (1,200) boxes of free Product in each Year (which amount shall be reduced on a pro-rata basis in the event that any Year is less than twelve (12) months) for training, education, demonstration and regulations and similar uses but in the requirements of any carrier in packaging and packing Goods. 4.12 Unless provided otherwise event that the total Adjusted Supply Price received by the Company in a Purchase OrderYear is more than 5% less than that received by it in the previous Year it shall reduce the amount of free of charge Products by such amount that it deems reasonable in the circumstances, ICG will not be obliged to return any packaging or packing material for the Goods to the Supplier, whether or not any Goods are acceptedacting in good faith in making such assessment. 4.13 The Supplier will obtain, at no additional cost to ICG, any necessary permits, licences, authorisations, accreditations and approvals that may be required for it to perform its obligations in accordance with this Agreement, including any export or import approvals.

SUPPLY AND DELIVERY. 4.1 The Supplier 6.1 Subject to Section 3.1, DUOJECT agrees to supply REVANCE on an exclusive basis with its requirements of the RAA at the prices and upon the terms and conditions specified herein. Without limiting Section 6.5, nothing in this Agreement shall limit REVANCE’s right, in its discretion, to buy products similar or equivalent to the RAA from any third party during the Term of this Agreement, but this sentence is not intended to grant (and does not grant) REVANCE (or any third party) any license to (or other rights to infringe or use) DUOJECT’s IP in connection with such third party activities. REVANCE acknowledges that the RAA incorporates DUOJECT’s IP as well as that which is contained in the device marketed publicly by DUOJECT and known as the Inter-Vial, and consequently that DUOJECT is not restricted by this Agreement in the supply, sale, distribution or manufacture of the DUOJECT Inter-Vial to any third party outside of the Field. 6.2 REVANCE shall provide DUOJECT with a 12-month rolling forecast during which the first six (6) months shall be considered binding on both Parties (the “Binding Period”) and the remaining six (6) months being considered non-binding and illustrative only and subject to modification by REVANCE (the “Flexible Period”) REVANCE shall place purchase orders for the RAA at least one hundred and thirty-five (135) days prior to delivery. DUOJECT shall acknowledge its acceptance of such Purchase Orders within ten (10) working days; DUOJECT may only reject that portion of a Purchase Order that calls for the delivery of RAA in less than one hundred and thirty-five (135) days after the Purchase Order was received by DUOJECT and it is not commercially feasible for DUOJECT to deliver such RAA in the requested timeframe. Purchase Orders shall indicate the quantity, delivery date, delivery country and address to which the relating invoice for the RAA shall be sent. For the first three (3) years of this Agreement, any purchase orders from REVANCE may vary by the greater of (a) +/- 50% from the provided corresponding Flexible Period forecast, and (b) [***] units of the RAA, without any financial consequences to REVANCE, and DUOJECT will supply Goods use its best efforts to address this initial production period. For future years, any purchase order emanating from REVANCE which vary by more than +/- 25% from the quotation relating to the Flexible Period forecast shall be subject to DUOJECT’s written approval within ten (10) business days (which shall not be unreasonably withheld). For clarity, to the extent DUOJECT is able to fulfill orders outside the limits provided in this Section there shall be no charges or penalties to REVANCE (other than the per unit price for the additional units ordered). 6.3 DUOJECT shall deliver the RAA to REVANCE ex works (Incoterms 2000) following receipt of REVANCE’s Purchase Order (and Services on the delivery dates set forth therein), subject to Section 6.2. Each shipment of the RAA shall be accompanied by the agreed documentation set forth in the Specifications including, but not limited to DUOJECT’s certificate of conformity that the shipment of the RAA meets the Specifications. [ ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 6.4 DUOJECT shall keep complete and accurate records reflecting all information necessary or useful in verifying its manufacturing procedures and specifications and any charges that may be billed to REVANCE hereunder on a time and materials basis (if any), and all other records relevant to DUOJECT’s performance hereunder as required by Applicable Law. REVANCE may visit the premises where the RAAs are being manufactured for and/or on behalf of ICG REVANCE at mutually agreed times and review DUOJECT’s manufacturing operations relating to the RAA during regular business hours after having provided at least five (5) Business Days notice to DUOJECT to permit REVANCE to verify compliance by DUOJECT with the Specifications, Applicable Law and quality assurance standards and general compliance by DUOJECT with its obligations under this Agreement and to discuss any related issues with DUOJECT’s manufacturing and management personnel. DUOJECT shall bear the costs of any audit if DUOJECT has breathed this Agreement. DUOJECT shall provide REVANCE with copies of DUOJECT’s manufacturing records relating to the RAA for the purposes of assuring the RAA’s quality and compliance with agreed-upon manufacturing procedures. DUOJECT also agrees to allow the FDA to conduct any audit which the FDA requires and DUOJECT agrees to reasonably cooperate with the FDA in connection with such audit. DUOJECT shall provide prompt notice to REVANCE of any audit or inspection involving the FDA, and REVANCE shall have the right to accompany such auditors and participate in any such audit and/or inspection. 6.5 Subject to article 12.1, in the event that DUOJECT is unable or unwilling to manufacture or supply the RAA in accordance with REVANCE’s purchase orders (“Failure to Supply”) or another Trigger Event occurs, REVANCE may establish a licensed second source for the manufacture and supply of the RAA and DUOJECT shall cooperate and assist REVANCE in such transition (including without limitation, providing all specialized tooling, molds (which belong to REVANCE), data, know-how and other information related to DUOJECT’s manufacturing process with respect to the RAA (“Transition Information”)). In connection with a Failure to Supply or other Trigger Event and/or any supply transition under Section 12.1, DUOJECT hereby grants REVANCE an exclusive, perpetual, irrevocable, royalty-bearing, sublicensable right and license in the Field, under DUOJECT’s intellectual property rights, to make and have made, use, sell, offer for sale and import the RAA and any improvements, modifications or derivatives thereof or successors thereto. Without limiting the foregoing license grant, the parties agree to memorialize a long form license agreement (“License Agreement”) that will contain, but will not be restricted to, substantially the following terms (if Failure to Supply or another Trigger Event occurs): 6.5.1 an undertaking by REVANCE that it will actively market the RAA; 6.5.2 a minimum annual payment that is creditable against royalties with respect to units of RAA sold, distributed and/or manufactured by REVANCE of [***] U.S. Dollars ($[***]), payable in quarterly installments on the first day of each quarter, commencing on the first day of the third month following the month in which the RAA becomes commercially available to the public (the “Minimum Royalty”); [ ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 6.5.3 an undertaking by REVANCE to pay each quarter subject to applying a credit against the Minimum Royalty a running royalty which will commence with the first day of the first quarter of the term of the License Agreement for each unit of the RAA sold by or for REVANCE or by or for a permitted sub-licensee of REVANCE in accordance with the Purchase Order following royalty schedule; 6.5.4 provisions dealing with the proper recording of all sales of the RAA; 6.5.5 provisions regarding the respective contributions of each of the parties in defending or prosecuting patent infringements or allegations hereof; 6.5.6 an acknowledgement by REVANCE and these Terms DUOJECT to immediately notify the other of any improvement that are free from defects and conform each may discover, make, develop or be advised of relating to the Purchase Order. 4.2 The Supplier must deliver Goods RAA. In the event that the License Agreement is still in effect, then any such improvement shall be included in the exclusive license granted to REVANCE without any additional consideration or royalty payment. Any device-related improvement to the location RAA whether derived from DUOJECT or REVANCE shall be owned by, and at be the date property of DUOJECT (subject to the license agreement being in effect); 6.5.7 provisions incorporating all of the terms and time for delivery specified conditions of the confidentiality provisions contained herein and in the Purchaser Order.any previous agreements respecting confidentiality previously signed by both parties; 4.3 If no delivery date is specified in the Purchase Order, the Supplier must deliver them within 10 business days of ICG placing the relevant Purchase Order with the Supplier. 4.4 ICG may from time to time notify the Supplier of alternate addresses or times for delivery. 4.5 The Supplier must notify ICG immediately if the Supplier becomes aware 6.5.8 undertaking by REVANCE shall undertake that Goods (or part thereof) it will not at any time during or after the term of the License Agreement dispute or attack the validity of any patent which has or may be delivered granted to ICG within DUOJECT for the time specified DUOJECT IP, nor will REVANCE assist or help others in such dispute or attack; 6.5.9 a provision that any dispute between the parties shall be finally settled by arbitration in accordance with clause 4.2the provisions of Article XI of the Agreement; [ ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 4.6 If Goods (or part thereof) are not delivered in accordance with clauses 4.1 or 4.2, ICG may, without prejudice to any other remedy and without liability to 6.6 In the Supplier: event (i) cancel any regulatory authority or other national government authority issues a request, directive or order that the Purchase OrderRAA be recalled for reasons related to the RAA; or (ii) refuse to a court of competent jurisdiction orders such a recall, or (iii) REVANCE reasonably determines that the RAA requires a recall, the parties shall take delivery of the relevant Goods. 4.7 The Supplier must ensure that any delivery docket for each delivery of Goods is displayed/or provided all appropriate corrective actions, and references the relevant Purchase Order and shows particulars of the Goods. 4.8 ICG’s acknowledgment of receipt of Goods by the signing of any delivery docket will not infer that ICG has accepted the Goods shall cooperate in any way governmental investigations surrounding the recall. In the event that such recall results from the breach of DUOJECT’s warranties or otherwise prejudice or affect ICGfrom DUOJECT’s rights under or in connection with these terms. 4.9 Unless otherwise stated in a Purchase Order or agreed in writing by ICGfault, the Supplier will DUOJECT agrees that it shall be responsible for unloading all Goods promptly replacing those RAAs that were the cause of the recall at no cost to REVANCE. In addition, in such event, DUOJECT agrees that it shall be responsible for the delivery location specified reasonable expenses of any recall with respect to including notification and destruction or return of the recalled RAA and any costs associated with the distribution of the replacement RAA up to a cap of $[***] per recall. REVANCE shall bear the costs associated with any recall resulting from the fault of REVANCE. 6.7 For each year during the Term starting from the day that the RAA becomes commercially available to the public, REVANCE covenants and agrees to purchase from DUOJECT not less than the minimum purchase quotes set forth in the Purchase Order. 4.10 The Supplier will package all Goods in accordance with any requirements stated in table below: First [***] Second [***] Third [***] Fourth [***] All subsequent years of the Purchase Order, and in any case will package Goods in such a way and by such means as will ensure that: (i) the Goods will be delivered to ICG in good order and condition and free from damage; and (ii) the Goods are clearly labelled and may be conveniently and properly inspected by ICG. 4.11 The Supplier will at all times comply with all applicable laws and regulations and the requirements of any carrier in packaging and packing Goods. 4.12 Unless provided otherwise in a Purchase Order, ICG will not be obliged to return any packaging or packing material for the Goods to the Supplier, whether or not any Goods are accepted. 4.13 The Supplier will obtain, at no additional cost to ICG, any necessary permits, licences, authorisations, accreditations and approvals that may be required for it to perform its obligations in accordance with this Agreement, including any export or import approvals.Term [***]