Common use of Transportation of Product and Customer Tests Clause in Contracts

Transportation of Product and Customer Tests. 5.1 If requested by the Customer, LB will (acting as agent of the Customer for such purpose) arrange the transportation of Product from LB’s premises to the destination indicated by the Customer together with insurance cover for Product in transit at its invoiced value. All additional costs and expenses of whatever nature incurred by LB in arranging such transportation and insurance shall be charged to the Customer in addition to the Price. 5.2 Where LB has made arrangements for the transportation of Product, the Customer shall diligently examine the Product as soon as practicable after receipt. Notice of all claims (time being of the essence) arising out of: 5.2.1 damage to or total or partial loss of Product in transit shall be given in writing to LB and the carrier within three (3) working days of delivery; or 5.2.2 non-delivery shall be given in writing to LB within ten (10) days after the date of LB’s dispatch notice. 5.3 The Customer shall make damaged Product available for inspection and shall comply with the requirements of any insurance policy covering the Product notified by LB to the Customer. LB shall offer the Customer all reasonable assistance (at the cost and expense of the Customer) in pursuing any claims arising out of the transportation of Product. 5.4 Promptly following receipt of Product or any sample thereof, the Customer shall carry out the Customer Tests. PROVIDED ALWAYS the Specification for such Product is not stated to be in draft form, if the Customer Tests show that the Product fails to meet Specification, the Customer shall give LB written notice thereof within forty-five (45) days from the date of delivery of the Product ex-works and shall return such Product to LB’s premises for further testing. In the absence of such written notice Product shall be deemed to have been accepted by the Customer as meeting Specification. If LB is satisfied that Product returned to LB fails to meet Specification and that such failure is not due (in whole or in part) to acts or omissions of the Customer or any third party after delivery of such Product ex-works, LB shall at Customer’s discretion refund that part of the Price that relates to the production of such Product or replace such Product at its own cost and expense. In the event Customer requires LB to replace such Product, LB shall be entitled to have regard to its commercial commitments to third parties in the timing of such replacement and will consider Customer’s requirements in as fair and equal manner as it considers other third party customer requirements, Customer acknowledges that there may, therefore, be a delay in the timing of the replacement of such Product. FOR THE AVOIDANCE OF DOUBT, WHERE THE SPECIFICATION IS STATED TO BE IN DRAFT FORM LB SHALL BE OBLIGED ONLY TO USE ITS REASONABLE ENDEAVOURS TO PRODUCE PRODUCT THAT MEETS SPECIFICATION. 5.5 If there is any dispute concerning whether Product returned to LB, fails to meet Specification or whether such failure is due (in whole or in part) to acts or omissions of the Customer or any third party after delivery of such Product ex-works, such dispute shall be referred for decision to an independent expert (acting as an expert and not as an arbitrator) to be appointed by agreement between LB and the Customer or, in the absence of agreement by the President for the time being of the Association of the British Pharmaceutical Industry. The costs of such independent expert shall be borne equally between LB and the Customer. The decision of such independent expert shall be in writing and, save for manifest error on the face of the decision, shall be binding on both LB and the Customer. 5.6 The provisions of Clauses 5.4 and 5.5 shall be the sole remedy available to the Customer in respect of Product that fails to meet Specification.

Transportation of Product and Customer Tests. 5.1 If requested by the Customer, LB Lonza will (acting as agent of the Customer for such purpose) arrange the transportation of Product from LB’s Lonza's premises to the destination indicated by the Customer together with insurance cover for Product in transit at its invoiced value. All additional costs and expenses of whatever nature incurred by LB Lonza in arranging such transportation and insurance shall be charged to the Customer in addition to the Price. 5.2 Where LB Lonza has made arrangements for the transportation of Product, the Customer or its designee shall diligently examine the Product as soon as practicable after receipt. Notice of all claims (time being of the essence) arising out of: 5.2.1 damage to or total or partial loss of Product in transit shall be given in writing to LB Lonza and the carrier within three (3) working days of delivery; or 5.2.2 non-delivery shall be given in writing to LB Lonza within ten (10) days after the date of LB’s dispatch Lonza's despatch notice. 5.3 The Customer shall make damaged Product available for inspection and shall comply with the requirements of any insurance policy covering the Product notified by LB Lonza to the Customer. LB Lonza shall offer the Customer all reasonable assistance (at the cost and expense of the Customer) in pursuing any claims arising out of the transportation of Product. At any time, if requested by the Customer, Lonza shall supply the Customer with Product samples retained by Lonza prior to shipment of Product for use by the Customer in confirming whether Product meets the Specification (always provided that such supply of Product samples does not prejudice Lonza's ability to meet GMP or regulatory requirements regarding retention of Product samples). 5.4 Promptly following Immediately upon receipt of Product or any sample thereofProduct samples, the Customer or its appointed agent shall carry out the Customer Tests. PROVIDED ALWAYS the Specification for such Product is not stated to be in draft form, if If the Customer Tests show that the Product fails to meet Specification, the Customer shall give LB Lonza written notice thereof within forty-five sixty (4560) days from the date of delivery of the Product ex-works works, and shall return such Product to LB’s Lonza's premises for further testing. In the absence of such written notice Product shall be deemed to have been accepted by the Customer as meeting Specification. If LB Lonza is satisfied that Product returned to LB Lonza fails to meet Specification and that such failure is not due (in whole or in partpan) to acts acts, or omissions of the Customer or any third party after delivery delivery, of such Product ex-works, LB Lonza shall at Customer’s in its sole discretion refund that part of the Price that relates to the production of such Product or replace such Product at its own cost and expense. In Notwithstanding the event foregoing, if the Customer requires LB to replace such Product, LB shall be entitled to have regard to its commercial commitments to third parties in the timing of such replacement and will consider Customer’s requirements in as fair and equal manner as it considers other third party customer requirements, Customer acknowledges that there may, therefore, be a delay in the timing determines following acceptance of the replacement of such Product. FOR THE AVOIDANCE OF DOUBT, WHERE THE SPECIFICATION IS STATED TO BE IN DRAFT FORM LB SHALL BE OBLIGED ONLY TO USE ITS REASONABLE ENDEAVOURS TO PRODUCE PRODUCT THAT MEETS SPECIFICATION. 5.5 If there is any dispute concerning whether Product returned to LB, fails to meet Specification or whether such failure is due (in whole or in part) to acts or omissions from Lonza that the Product has been adulterated within the meaning of the Customer or any third party after delivery of such Product ex-worksUnited States Federal Food, such dispute shall be referred for decision to an independent expert (acting as an expert Drug and not as an arbitrator) to be appointed Cosmetic Act by agreement between LB and the Customer orLonza, in the absence of agreement by the President for the time being of the Association of the British Pharmaceutical Industry. The costs of such independent expert shall be borne equally between LB and the Customer. The decision of such independent expert shall be in writing andthen, save for manifest error on the face of the decision, shall be binding on both LB and the Customer. 5.6 The provisions of Clauses 5.4 and 5.5 shall be the sole remedy available subject to the Customer in respect providing Lonza evidence of its determination and samples of adulterated Product that fails and subject to meet Specification.Lonza's right to dispute such

Transportation of Product and Customer Tests. 5.1 If requested by the Customer, LB will (acting as agent of the Customer for such purpose) arrange the transportation of Product from LB’s 's premises to the destination indicated by the Customer together with insurance cover for Product in transit at its invoiced value. All additional costs and expenses of whatever nature incurred by LB in arranging such transportation and insurance shall be charged to the Customer in addition to the Price. 5.2 Where LB has made arrangements for the transportation of Product, the Customer shall diligently examine the Product as soon as practicable after receipt. Notice of all claims (time being of the essence) arising out of: 5.2.1 damage to or total or partial loss of Product in transit shall be given in writing to LB and the carrier within three (3) working days of delivery; or 5.2.2 non-delivery shall be given in writing to LB within ten (10) days after the date of LB’s 's dispatch notice. 5.3 The Customer shall make damaged Product available for inspection and shall comply with the requirements of any insurance policy covering the Product notified by LB to the Customer. LB shall offer the Customer all reasonable assistance (at the cost and expense of the Customer) in pursuing any claims arising out of the transportation of Product. 5.4 Promptly following receipt of Product or any sample thereof, the Customer shall carry out the Customer Tests. PROVIDED ALWAYS the Specification for such Product is not stated to be in draft form, if the Customer Tests show that the Product fails to meet Specification, the Customer shall give LB written notice thereof within forty-five (45) days from the date of delivery of the Product ex-works and shall return such Product to LB’s 's premises for further testing. In the absence of such written notice Product shall be deemed to have been accepted by the Customer as meeting Specification. If LB is satisfied that Product returned to LB fails to meet Specification and that such failure is not due (in whole or in part) to acts or omissions of the Customer or any third party after delivery of such Product ex-works, LB shall at Customer’s 's discretion refund that part of the Price that relates to the production of such Product or replace such Product at its own cost and expense. In the event Customer requires LB to replace such Product, LB shall be entitled to have regard to its commercial commitments to third parties in the timing of such replacement and will consider Customer’s 's requirements in as fair and equal manner as it considers other third party customer requirements, Customer acknowledges that there may, therefore, be a delay in the timing of the replacement of such Product. FOR THE AVOIDANCE OF DOUBT, WHERE THE SPECIFICATION IS STATED TO BE IN DRAFT FORM LB SHALL BE OBLIGED ONLY TO USE ITS REASONABLE ENDEAVOURS TO PRODUCE PRODUCT THAT MEETS SPECIFICATION. 5.5 If there is any dispute concerning whether Product returned to LB, fails to meet Specification or whether such failure is due (in whole or in part) to acts or omissions of the Customer or any third party after delivery of such Product ex-works, such dispute shall be referred for decision to an independent expert (acting as an expert and not as an arbitrator) to be appointed by agreement between LB and the Customer or, in the absence of agreement by the President for the time being of the Association of the British Pharmaceutical Industry. The costs of such independent expert shall be borne equally between LB and the Customer. The decision of such independent expert shall be in writing and, save for manifest error on the face of the decision, shall be binding on both LB and the Customer. 5.6 The provisions of Clauses 5.4 and 5.5 shall be the sole remedy available to the Customer in respect of Product that fails to meet Specification.

Transportation of Product and Customer Tests. 5.1 Product shall be delivered EXW (ex-works) LB premises (as defined by Incoterms 2000) which means (a) when LB places Product at the disposal of Customer at LB’s premises not cleared for export and not loaded onto any collecting vehicle and (b) risk and title to Product pass to Customer upon delivery (“Deliver,” “Delivery,” or “Delivered,” as appropriate). Subject to Clause 5.2, LB shall deliver to Customer the Certificate of Analysis not later than the date of Delivery. Transportation of Product, whether or not under any arrangements made by LB on behalf of Customer, shall be made at the sole risk and expense of the Customer. 5.2 At Customer’s request, LB will Deliver Product in quarantine prior to delivery of the Certificate of Analysis. Such request shall be accompanied by Customer’s written acknowledgement that the Product has been Delivered without the transmittal to Customer of a Certificate of Analysis, that accordingly the Product cannot be administered to humans until transmittal of the Certificate of Analysis, and that Customer nevertheless accepts full risk of loss, title and ownership of the Product. The Delivery of Product in quarantine shall be subject to such testing requirements as LB may reasonably require, and the forty-five (45) day period referred to in Clause 5.8 shall run from Delivery in quarantine by Customer of the Product. 5.3 Unless otherwise agreed, LB shall package and label Product for Delivery in accordance with its standard operating procedures. It shall be the responsibility of the Customer to inform LB in writing in advance of any special packaging and labeling requirements for Product. All additional costs and expenses of whatever nature incurred by LB in complying with such special requirements shall be charged to the Customer in addition to the Price. 5.4 If requested in writing by the Customer, LB will (acting as agent for Customer) arrange for insurance of Product whilst held by LB after Delivery (awaiting transportation) for a maximum of fourteen (14) days on terms equivalent to those under which LB insures product prior to Delivery. All additional costs and expenses of whatever nature incurred by LB in arranging such insurance shall be charged to the Customer in addition to the Price. 5.5 If requested in writing by the Customer, LB will (acting as agent of the Customer for such purpose) arrange the transportation of Product from LB’s premises to the destination indicated by the Customer together with insurance cover for Product in transit at its invoiced value. All additional costs and expenses of whatever nature incurred by LB in arranging such transportation and insurance shall be charged to the Customer in addition to the Price. 5.2 5.6 Where LB has made arrangements for the transportation of Product, the Customer shall diligently examine the Product as soon as practicable after receipt. Notice of all claims (time being of the essence) arising out of: 5.2.1 5.6.1 visible damage to or total or partial loss of Product in transit shall be given in writing to LB and the carrier within three (3) working days of deliveryreceipt by Customer; or 5.2.2 5.6.2 non-delivery shall be given in writing to LB within ten (10) days after the date of LB’s dispatch despatch notice. 5.3 5.7 The Customer shall make damaged Product and associated packaging materials available for inspection and shall comply with the requirements of any insurance policy covering the Product notified by LB to the Customer. LB shall offer the Customer all reasonable assistance (at the cost and expense of the Customer) in pursuing any claims arising out of the transportation of Product. 5.4 5.8 Promptly following receipt of Product or any sample thereof, the Customer shall may carry out any of the Customer Tests. PROVIDED ALWAYS tests outlined or referred to in the Specification for such Product is not stated set out in Schedule 1 Subject to be in draft formClause 4.2, if the Customer Tests such tests show that the Product fails to meet Specification, the Customer shall give LB written notice thereof within forty-five (45) days from the date of delivery of the Product ex-works Delivery and shall return such Product to LB’s premises for further testing. In the absence of such written notice Product shall be deemed to have been accepted by the Customer as meeting Specification. If Subject to Clause 4.2, if Customer has reasonably demonstrated to LB is satisfied that Product returned to LB fails to meet Specification and that such failure is not due (in whole or in part) to acts or omissions of the Customer or any third party after delivery of such Product ex-worksDelivery, LB shall at Customer’s discretion refund that part of the Price that relates to the production of such Product or replace such Product at its own cost and expense. In the event Customer requires LB to replace such Product, LB shall be entitled use all reasonable endeavours to have do so with the minimum delay having regard to its commercial commitments to third parties in the timing of such replacement and will consider Customer’s requirements in as fair and equal manner as it considers other third party customer requirements, Customer acknowledges that there may, therefore, be a delay in the timing of the replacement of such Product. FOR THE AVOIDANCE OF DOUBT, WHERE THE SPECIFICATION IS STATED TO BE IN DRAFT FORM LB SHALL BE OBLIGED ONLY TO USE ITS REASONABLE ENDEAVOURS TO PRODUCE PRODUCT THAT MEETS SPECIFICATIONreplacement. 5.5 If 5.9 Subject to Clause 4.2, if there is any dispute concerning whether Product returned to LB, LB fails to meet Specification or whether such failure is due (in whole or in part) to acts or omissions of the Customer or any third party after delivery of such Product ex-worksDelivery, such dispute shall be referred for decision to an independent expert (acting as an expert and not as an arbitrator) to be appointed by agreement between LB and the Customer or, in the absence of agreement by the President for the time being of the Association of the British Pharmaceutical Industry. The costs of such independent expert shall be borne equally between LB and the Customer. The decision of such independent expert shall be in writing and, save for manifest error on the face of the decision, shall be binding on both LB and the Customer. 5.6 5.10 The provisions of Clauses 5.4 5.8 and 5.5 5.9 shall be the sole remedy available to the Customer in respect of Product that fails to meet Specification.

Transportation of Product and Customer Tests. 5.1 If requested by the Customer, LB will (acting as agent of the Customer for such purpose) arrange the transportation of Product from LB’s 's premises to the destination indicated by the Customer together with insurance cover for Product in transit at its invoiced value. All additional costs and expenses of whatever nature incurred by LB in arranging such transportation and insurance shall be charged to the Customer in addition to the Price. 5.2 Where LB has made arrangements for the transportation of Product, the Customer or its designee shall diligently examine the Product as soon as practicable after receipt. Notice of all claims (time being of the essence) arising out of: 5.2.1 damage to or total or partial loss of Product in transit shall be given in writing to LB and the carrier within three (3) working business days of delivery; or 5.2.2 non-delivery shall be given in writing to LB within ten (10) days after the date of LB’s 's dispatch notice. 5.3 The Customer shall make damaged Product available for inspection and shall comply with the requirements of any insurance policy covering the Product notified by LB to the Customer. LB shall offer the Customer all reasonable assistance (at the cost and expense of the Customer) in pursuing any claims arising out of the transportation of Product. At any time, if requested by the Customer, LB shall supply the Customer with Product samples retained by LB prior to shipment of Product for use by the Customer in confirming whether Product meets the Specification (always provided that such supply of Product samples does not prejudice LB's ability to meet GMP or regulatory requirements regarding retention of Product samples). 5.4 Promptly following Upon receipt of Product or any sample thereofProduct samples, the Customer or its appointed agency shall carry out the Customer Tests. PROVIDED ALWAYS the Specification for such Product is not stated to be in draft form, if If the Customer Tests show that the Product fails to meet Specification, the Customer shall give LB written notice thereof within forty-five sixty (4560) days from the date of delivery of the Product ex-works and shall return such Product to LB’s 's premises for further testing. In the absence of such written notice Product shall be deemed to have been accepted by the Customer as meeting Specification. If LB is satisfied that Product returned to LB fails to meet Specification and that such failure is not due (in whole or in part) to acts or omissions of the Customer or any third party after delivery of such Product ex-works, LB shall at Customer’s in its sole discretion refund that part of the Price that relates to the production of such Product or replace such Product at its own cost and expense. In Notwithstanding the event foregoing, if the Customer requires LB to replace such Product, LB shall be entitled to have regard to its commercial commitments to third parties in the timing of such replacement and will consider Customer’s requirements in as fair and equal manner as it considers other third party customer requirements, Customer acknowledges that there may, therefore, be a delay in the timing determines following acceptance of the replacement Product from LB that the Product has been adulterated within the meaning of such Product. FOR THE AVOIDANCE OF DOUBTthe United States Federal Food, WHERE THE SPECIFICATION IS STATED TO BE IN DRAFT FORM LB SHALL BE OBLIGED ONLY TO USE ITS REASONABLE ENDEAVOURS TO PRODUCE PRODUCT THAT MEETS SPECIFICATION. 5.5 If there is any dispute concerning whether Product returned to Drug and Cosmetic Act by LB, fails to meet Specification or whether such failure is due (in whole or in part) to acts or omissions of the Customer or any third party after delivery of such Product ex-worksthen, such dispute shall be referred for decision to an independent expert (acting as an expert and not as an arbitrator) to be appointed by agreement between LB and the Customer or, in the absence of agreement by the President for the time being of the Association of the British Pharmaceutical Industry. The costs of such independent expert shall be borne equally between LB and the Customer. The decision of such independent expert shall be in writing and, save for manifest error on the face of the decision, shall be binding on both LB and the Customer. 5.6 The provisions of Clauses 5.4 and 5.5 shall be the sole remedy available subject to the Customer providing LB evidence of its determination and samples of adulterated Product and subject to LB's right to dispute such determination in respect of Product that fails to meet Specification.accordance with Clause 5.5,