Common use of Services and Materials Clause in Contracts

Services and Materials. 5.1 With respect to the Project, Evonik shall provide the services of such personnel, laboratory facilities, equipment, chemicals, and other supplies as are required to conduct its activities under this Agreement. Evonik shall render services in connection with the Project and create, develop and deliver Research Samples to Customer, all in accordance with the Proposal, subject to the terms and conditions of this Agreement. 5.2 If at any time during the term of this Agreement Customer desires to make modifications to the Proposal, Customer shall provide a written description of the proposed modification(s) to Evonik (a “Change Request”). After its receipt of such Change Request, Evonik shall submit a change order proposal (the “Change Order”) in substantially the form attached hereto as Exhibit D that includes any additional fees or charges and any adjustments to the completion dates or Project timetable resulting from the proposed Change Request. Evonik shall have no obligation to complete the requested work or implement the proposed changes and Customer shall not have any obligations with respect to any increased fees or altered payment schedules, unless and until the Customer agrees to the updated budget and/or timeline and the Change Order is executed by both Parties. Evonik shall not be considered in breach for failure to complete the requested work or implement the proposed changes until both Parties agree in writing on the revised Proposal and budget. Once the Change Order is executed by both Parties, such Change Order shall become a part of this Agreement. Confidential Treatment Requested by BioDelivery Sciences International, Inc. IRS Employer Identification No. 35-208985 Confidential treatment requested with respect to certain portions hereof denoted with “***” 5.3 If at any time during the term of this Agreement the Parties desire to add additional services to the Agreement, the Parties must agree on an additional Proposal which must be agreed to pursuant to Article 14.5 as an amendment to this Agreement to be attached as an additional Exhibit A. 5.4 Title / Risk of Loss. Title and risk of loss pass to Customer upon delivery of any Research Samples to the carrier designated by Customer. 5.5 Customer agrees to supply to Evonik, at no charge to Evonik, such necessary quantities of Active Agent for the Project at such times as Evonik may reasonably request in order to complete the Project. In addition, Customer agrees to provide to Evonik complete and accurate instructions for the proper handling, safety procedures and storage of the Active Agent, including appropriate warnings of any known toxicity with respect to the use and handling of the Active Agent. Evonik shall not be considered in breach for failure to meet any timelines to the extent resulting from a delay in receipt of the Active Agent from the Customer or misrepresentation in the instructions provided by Customer regarding the proper handling, safety procedures and storage of Active Agent. 5.6 Evonik will use the Active Agent only for the purpose of performing the Project. Evonik shall not sell, transfer, disclose or otherwise provide access to the Active Agent provided by Customer to any Third Party without the written consent of Customer. Upon termination of this Agreement, Evonik will return all unused Active Agent to Customer, if requested to do so, within *** days after termination, or otherwise will dispose of the Active Agent at Customer’s direction and expense (which shall be reasonable and documented).

Services and Materials. 5.1 With respect to the Project, Evonik shall provide the services of such personnel, laboratory facilities, equipment, chemicals, and other supplies as are required to conduct its activities under this Agreement. Evonik shall render services in connection with the Project and create, develop and deliver Research Samples to Customer, all in accordance with the Proposal, subject to the terms and conditions of this Agreement. 5.2 If at any time during the term of this Agreement Customer desires to make modifications to the Proposal, Customer shall provide a written description of the proposed modification(s) to Evonik (a “Change Request”). After its receipt of such Change Request, Evonik shall submit a change order proposal (the “Change Order”) in substantially the form attached hereto as Exhibit D that includes any additional fees or charges and any adjustments to the completion dates or Project timetable resulting from the proposed Change Request. Evonik shall have no obligation to complete the requested work or implement the proposed changes and Customer shall not have any obligations with respect to any increased fees or altered payment schedules, unless and until the Customer agrees to the updated budget and/or timeline and the Change Order is executed by both Parties. Evonik shall not be considered in breach for failure to complete the requested work or implement the proposed changes until both Parties agree in writing on the revised Proposal and budget. Once the Change Order is executed by both Parties, such Change Order shall become a part of this Agreement. Confidential Treatment Requested by BioDelivery Sciences International, Inc. IRS Employer Identification No. 35-208985 Confidential treatment requested with respect to certain portions hereof denoted with “***”. 5.3 If at any time during the term of this Agreement the Parties desire to add additional services to the Agreement, the Parties must agree on an additional Proposal which must be agreed to pursuant to Article 14.5 as an amendment to this Agreement to be attached as an additional Exhibit A. 5.4 Title / Risk of Loss. Title and risk of loss pass to Customer upon delivery of any Research Samples to the carrier designated by Customer. 5.5 Customer agrees to supply to Evonik, at no charge to Evonik, such necessary quantities of Active Agent for the Project at such times as Evonik may reasonably request in order to complete the Project. In addition, Customer agrees to provide to Evonik complete and accurate instructions for the proper handling, safety procedures and storage of the Active Agent, including appropriate warnings of any known toxicity with respect to the use and handling of the Active Agent. Evonik shall not be considered in breach for failure to meet any timelines to the extent resulting from a delay in receipt of the Active Agent from the Customer or misrepresentation in the instructions provided by Customer regarding the proper handling, safety procedures and storage of Active Agent. 5.6 Evonik will use the Active Agent only for the purpose of performing the Project. Evonik shall not sell, transfer, disclose or otherwise provide access to the Active Agent provided by Customer to any Third Party without the written consent of Customer. Upon termination of this Agreement, Evonik will return all unused Active Agent to Customer, if requested to do so, within *** days after termination, or otherwise will dispose of the Active Agent at Customer’s direction and expense (which shall be reasonable and documented).