Common use of Shipment Storage and Delivery Clause in Contracts

Shipment Storage and Delivery. (i) Each amount of API to be delivered to Cempra shall be delivered by FFFC EXW (Incoterms 2010) at the Facility to Cempra’s designated carrier or shipper for shipping to Cempra’s, its Affiliate’s, or its or its Affiliates’ licensee’s designated manufacturing or storage facility, or to such other location as specified by Cempra. Cempra shall arrange for such shipping. FFFC shall be responsible for delivering the properly-packaged API to Cempra’s designated carrier or shipper. Deliveries of API under this Agreement (including the date on which API, initially being stored on behalf of Cempra pursuant to Section 5.4(b)(ii) following manufacture, shall be made available for shipment, as requested by Cempra) shall not vary by more than five (5) calendar days from the specified delivery date set forth in the applicable Purchase Order (or such later date as may be requested by Cempra for pick-up following storage of API on behalf of Cempra pursuant to subsection (ii) below) (i.e., may be between five (5) calendar days before the specified delivery date and five (5) calendar days after the specified delivery date). Such variance in actual date of delivery shall not constitute a breach of contract by FFFC. All risks of loss and all normal transport costs that occur after proper delivery by FFFC to the carrier or shipper shall be borne by Cempra. API shall be shipped in accordance with the shipping conditions and procedures established by this Agreement and written agreement of the (ii) Notwithstanding anything to the contrary, if Cempra notifies FFFC in writing, in conjunction with, as part of, or following the placement of, a particular Purchase Order that Cempra’s designated carrier will not be picking up all API ordered under such Purchase Order on the initial date on which the relevant API will be ready for delivery and requests storage thereof by FFFC, FFFC shall, with respect to such portion of any Purchase Order, store such API at the Facility in accordance Applicable Laws, the API Specifications, and cGMP, until such date as Cempra requests that such API be delivered EXW (Incoterms 2010) at the Facility to Cempra’s designated carrier or shipper for shipping pursuant to Section 5.4(b)(i). The reasonable, documented, direct cost incurred in connection with FFFC’s storing of such API under this Section 5.4(b)(ii) shall be borne by FFFC for the first month’s storage of each delivery of API following the initial delivery date thereof, and by Cempra for all periods thereafter; provided, however, that, notwithstanding the foregoing, such reasonable, documented, direct cost incurred in connection with FFFC’s storing of such API for all periods prior to the end of the second (2nd) Month Period shall in any event be borne by FFFC. In the event of such a notice and/or request by Cempra, Cempra shall be required to pay for such API as if it had been so delivered on the original intended delivery date therefor, and title to such API shall pass to Cempra upon such date, and risk of loss with respect to such API (and the obligation to insure against such loss) shall also pass to Cempra on such date, except to the extent that such loss of such API occurring during such period when FFFC stores such API at a Facility hereunder results from FFFC’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with Applicable Laws, the applicable standards (which shall in any event include, but not be limited to, cGMP), or the applicable storage conditions for such API, which risks of loss shall be borne by FFFC. The Parties agree that any API that is stored in accordance with the foregoing pursuant to Cempra’s request or notice shall be included in determining the applicable Transfer Price.

Shipment Storage and Delivery. (i) Each amount of API to be delivered to Cempra shall be delivered by FFFC EXW (Incoterms 2010) at the Facility to Cempra’s designated carrier or shipper for shipping to Cempra’s, its Affiliate’s, or its or its Affiliates’ licensee’s designated manufacturing or storage facility, or to such other location as specified by Cempra. Cempra shall arrange for such shipping. FFFC shall be responsible for delivering the properly-packaged API to Cempra’s designated carrier or shipper. Deliveries of API under this Agreement (including the date on which API, initially being stored on behalf of Cempra pursuant to Section 5.4(b)(ii) following manufacture, shall be made available for shipment, as requested by Cempra) shall not vary by more than five (5) calendar days from the specified delivery date set forth in the applicable Purchase Order (or such later date as may be requested by Cempra for pick-up following storage of API on behalf of Cempra pursuant to subsection (ii) below) (i.e., may be between five (5) calendar days before the specified delivery date and five (5) calendar days after the specified delivery date). Such variance in actual date of delivery shall not constitute a breach of contract by FFFC. All risks of loss and all normal transport costs that occur after proper delivery by FFFC to the carrier or shipper shall be borne by Cempra. API shall be shipped in accordance with the shipping conditions and procedures established by this Agreement and written agreement of thethe Parties. Each lot of API shall be accompanied by all required shipping documentation including the Certificates of Analysis and Certificate of Compliance. (ii) Notwithstanding anything to the contrary, if Cempra notifies FFFC in writing, in conjunction with, as part of, or following the placement of, a particular Purchase Order that Cempra’s designated carrier will not be picking up all API ordered under such Purchase Order on the initial date on which the relevant API will be ready for delivery and requests storage thereof by FFFC, FFFC shall, with respect to such portion of any Purchase Order, store such API at the Facility in accordance Applicable Laws, the API Specifications, and cGMP, until such date as Cempra requests that such API be delivered EXW (Incoterms 2010) at the Facility to Cempra’s designated carrier or shipper for shipping pursuant to Section 5.4(b)(i). The reasonable, documented, direct cost incurred in connection with FFFC’s storing of such API under this Section 5.4(b)(ii) shall be borne by FFFC for the first month’s storage of each delivery of API following the initial delivery date thereof, and by Cempra for all periods thereafter; provided, however, that, notwithstanding the foregoing, such reasonable, documented, direct cost incurred in connection with FFFC’s storing of such API for all periods prior to the end of the second (2nd) Month Period shall in any event be borne by FFFC. In the event of such a notice and/or request by Cempra, Cempra shall be required to pay for such API as if it had been so delivered on the original intended delivery date therefor, and title to such API shall pass to Cempra upon such date, and risk of loss with respect to such API (and the obligation to insure against such loss) shall also pass to Cempra on such date, except to the extent that such loss of such API occurring during such period when FFFC stores such API at a Facility hereunder results from FFFC’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with Applicable Laws, the applicable standards (which shall in any event include, but not be limited to, cGMP), or the applicable storage conditions for such API, which risks of loss shall be borne by FFFC. The Parties agree that any API that is stored in accordance with the foregoing pursuant to Cempra’s request or notice shall be included in determining the applicable Transfer Price.