Common use of Title to API Clause in Contracts

Title to API. Title to all API shall remain with FFFC until it is delivered pursuant to Section 5.4 or stored on behalf of Cempra pursuant to Section 5.4(b)(ii). FFFC shall keep all Raw Material, Intermediates, and API stored in accordance with the API Specifications and Applicable Laws. FFFC shall bear the risk of loss, contamination or damage to the Raw Material, Intermediates, and API in its possession (including during such time as FFFC may be storing API on behalf of Cempra pursuant to Section 5.4(b)(ii)), until the finished API is actually delivered to Cempra or its designee pursuant to Section 5.4, and FFFC will pay the actual costs of replacing any Raw Material that is lost or damaged while in FFFC’s possession due storage or handling problems or losses or failures in Manufacturing or storage; provided, however, that in case that FFFC delivers API pursuant to Section 5.4 and enable Cempra to receive the same but Cempra fails to pickup, the risk of loss, contamination or damage to the Raw Material, Intermediates, and API shall pass to Cempra at the time of such delivery, except to the extent otherwise set forth in this Agreement, including but not limited to Section 5.4 hereof.