Distributor may not be able to notify Supplier of all adverse events and Product
quality complaints; and (iii) nothing herein shall require Distributor to
implement any such centralized reporting function or pharmacovigilance program.
3.15Change Orders.
Subject to Applicable Laws and Applicable Permits, Supplier
may request changes in the Services through the issuance of a Change Order (a
"Change Order"). If Distributor reasonably believes that the Supplier has
requested or required services which are not otherwise provided for herein,
Distributor may propose a Change Order to Supplier. A Change Order signed by
Supplier and Distributor indicates an agreement to the changes in the Services
and increases in the fees and charges payable hereunder reflected in such Change
Order.
Supplier and Distributor shall use their good faith efforts to agree on
the price and time adjustments for such changes prior to the issuance of such
Change Order.
If, however, the Parties cannot agree on the adjustment to be
made, then Distributor shall nevertheless proceed to execute the changed
Services described in the Change Order and shall charge for such changed
Services in accordance with Exhibit B and Supplier shall pay such charges in
accordance herewith.
ARTICLE IV:
SHIPPING AND DATA REPORTING
4.0Quantity and Delivery.
4.01 Supplier shall be responsible, at its cost, for delivering or causing to be
delivered to Distributor the amount of Products ordered by Distributor within
Distributor's stated receiving hours of 6am to 12pm CST Monday through Friday
with "First Expiration, First Out" methodology. Distributor shall be responsible
for determining the amount of the Products to be shipped to Distributor at such
location or locations as may be designated by Distributor; provided however,
that, upon receipt of such orders from Distributor, if Supplier is unable to
deliver the quantities of Product requested at the time requested, it will
promptly notify Distributor in writing and will provide a schedule for delivery
of such amounts.
In the event of any insufficiency in the supply of Products,
Supplier and Distributor shall cooperate to determine an optimum allocation of
Products. All Products ordered by Distributor shall be delivered FOB
Distributor's designated delivery location(s) and Supplier shall be responsible
for all insurance and shipping costs until the Products are delivered and
accepted at such location. All costs of shipping from such designated location,
including from such designated location to a Distribution Center, shall be borne
by Distributor. Title and risk of loss for each shipment of
Confidential and Proprietary
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY
FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST.
OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Products shall pass to Distributor upon arrival and acceptance pursuant to
Section 4.04 hereof at Distributor's designated delivery location.
4.02 All Products shall have a shelf life of not less than [***] from the date
of shipment ("Standard Dated Product"). Notwithstanding the foregoing, Supplier
may ship Products with an earlier expiration date