Terms and Conditions of Sale

Terms and conditions of sale

1.0 Basis of contract

1.1 These Takeda Standard Terms and Conditions of Sale including the Returned Goods and Credit Policy of Schedule A (the “Conditions”) apply to the purchase of Takeda (including Baxalta and Shire legacy products, jointly the “Products”) performed between the purchaser on the invoice to which these Conditions are attached to or referenced (the “Buyer”) and Takeda group company (“Takeda or Seller”). “Takeda group company” as used herein refers to Takeda Canada Inc. or an affiliate thereof, as the case maybe. By accepting Takeda’s invoice, Buyer accepts herein terms and conditions of sales.

1.2 Any purchase order, forecast or other written instruction for purchase of the Products placed by the Buyer constitutes an irrevocable offer by the Buyer to purchase the Products in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of any such order are complete and accurate. The purchase order shall only be deemed to be accepted when Takeda (at its sole discretion) accepts the purchase order, delivers on the purchase order and/or performs services on the purchase order, at which point a binding agreement between parties (the “Contract”) shall come into existence. The acceptance of any purchase order can be full or partial acceptance of the purchase order, at the sole discretion of Takeda.

1.3 No variation to these Conditions or any Contract shall be binding unless agreed in writing between the authorised representatives of the Buyer and Takeda.

1.4 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Takeda which is not set out in the Contract. These Conditions shall prevail over any other terms and conditions, business terms or purchase conditions put forward by the Buyer. However, in the case where Takeda and the Buyer have entered into any other agreement regarding the purchase, wholesale and distribution of the Products, such as a wholesaler or distribution agreement, or otherwise, in the event of any conflict of terms between the agreements, the terms of that other agreement shall prevail over the Conditions of these Takeda Standard Terms and Conditions of Sale.

2.0 Order quantities and value

2.1 All of the Products are prepacked and are only available in the quantities and/or size indicated or multiples thereof as noted in Takeda’s price list (“Price List”).

2.2 It is recognized that certain Products in Canada (including Quebec) have restricted distributors, such as the Canadian Blood Services and Héma-Québec for plasma derived Products, and must be ordered through those distributors.

2.3 All orders must comply with and fulfil the requirements of applicable law and regulations. For Controlled Drugs, all orders must be signed and dated by a person duly authorized to sign such orders. In addition, the name and initials of the signing officer should be typed or printed in block letters on the order to facilitate identification. Orders from hospitals must be signed by a registered pharmacist or by a physician with full signing authority at the hospital. Further the order must be accompanied by the original prescription. Takeda shall not ship controlled drugs against telephone, facsimile, telex or telegram orders or EDI orders.

2.4 As noted in Clause 2 all orders are subject to the acceptance of Takeda. Takeda reserves the right, at its sole discretion, not to accept orders or part thereof.

3.0 Price

3.1 The price of the Products shall be the price listed in Takeda’s Price List current at the date of submission of the Buyer’s order for the Products unless agreed otherwise in a separate agreement. Price shall be visible on the invoice.

3.2 The price is exclusive of any applicable value added tax and any other government duty or applicable tax.

3.3 Prices are listed for Canada only and may vary from one Market within Canada to another. Each Price List shall indicate the Market for which it applies and dates for which it applies. Product purchased for one Market within Canada are only to be sold into that same Market and not to be sold or offered for sale or transferred in or into another market without the express written consent from Takeda. To the extent that written consent is provided, Buyer shall provide Takeda with a report of the amounts of product so sold and any other information as may be requested by Takeda to enable reconciliation and audit of said Products so purchased, sold, offered for sale or transferred, within thirty (30) days from the end of the month following said sale and the Parties herein agree to reconcile any price differentials based on Takeda’s Price List for the Market into which the Product is so sold versus the Price List for which the Product was bought. The term “Market” as used herein shall refer to the jurisdiction (e.g. Canadian province/territory), or class of customer (e.g. hospital or other), or combination of same (e.g. province/territory and class of customer or other) as specified on Takeda’s Price List. Buyer shall pay Takeda any amounts owing as a result of the reconciliation within sixty (60) days from the end of the month following said sale or transfer. If the reconciliation results in Takeda owing amounts to the Buyer, Takeda shall, at Takeda’s sole discretion issue a credit note or payment of said amounts to the Buyer.

3.4 NO EXPORTS, SALE WITHIN CANADA ONLY FOR PARTICULAR MARKET. All products sold by Takeda are labelled and approved for sale in Canada only and are not intended for export outside of Canada and, as per Clause 2 above, only for the Market within Canada for which they were purchased pursuant to the Takeda Price List. The Buyer shall not directly or indirectly by any means or arrangement:

a) Export any Product from Canada to any other jurisdiction outside of Canada or subject to Clause 2 to a Market other than for which Product was purchased within Canada;

b) Offer for resale, resell or consign or otherwise distribute any product for export from Canada to any other jurisdiction or Market other than for which the Product was sold, or

c) Offer for resale, resell or consign or otherwise distribute any Product, to any other person or entity (“further reseller or buyer”) who the “Buyer” knows, suspects or reasonably should know or suspect will,

i: Export any product from Canada to any other jurisdiction or from the jurisdiction and Market for which Product was sold to another jurisdiction or Market, or

ii: Offer for resale, resell, consign or otherwise distribute to any person or entity who further resells or suspects or reasonably should know or suspect will export any product from Canada or within Canada to any other Market other than the jurisdiction or Market for which Product was bought by Buyer from Takeda.

3.5 Records and Audit. Buyer shall provide availability of outlet level sales to IMS and/or to any third party designated by Takeda. Buyer will provide availability of monthly inventory data by SKU and depot within 3 working days of the end of the month and purchases and sales for each Market and other information as may be reasonably requested by Takeda and keep said records for a period of seven (7) years or longer if required by applicable law. Takeda shall have the right to audit Buyer’s records and premises to monitor compliance with these Conditions as per Clause 11.3. This provision shall survive any term of these Conditions and Contract.

4.0 Terms of Payment

4.1 Unless otherwise agreed between the Buyer and Takeda, or fully paid upfront, the Buyer shall pay by electronic funds transfer, the price of the Products within thirty (30) days of the date of invoice with no offset. Any payment not made within such day limit shall be an overdue amount for the purpose of these Conditions.

4.2 The time for payment of the price shall be of the essence. Receipts for payment will be issued only upon request. Takeda reserves the right to charge interest on overdue amounts at the rate of 2% per month. Delinquent accounts may result in shipments being held.

4.3 Payment of invoices shall be made to and sent to Takeda Canada Inc. as directed by Takeda and such information may be updated by Takeda on simple notice to buyer at its sole direction from time to time.

5.0 Delivery, Risk and Title

All Products will be delivered CIP (Incoterms 2010). Takeda shall not be liable for any delay in delivery of the Products howsoever caused. Risk and title in the Products shall pass to the Buyer on delivery.

6.0 Warranties and Liability

6.1 Takeda warrants to the Buyer that at the time of delivery the Products shall comply with mandatory quality standards required by applicable regulatory and legal requirements as they apply to the Products.

6.2 In the event of any breach by Takeda of the warranty in Clause 1 (whether by reason of defective materials, production faults or otherwise) Takeda’s liability shall be limited to, at Takeda’s option (i) the replacement of the Products in question; or (ii) repayment of the purchase price.

6.3 Takeda shall not be liable for the Products’ failure to comply with the warranty in Clause 1 or damage to Products if the failure or damage arises because of the Buyer’s negligence, deliberate damage, misuse or failure to store the Products in conditions compatible with their eventual usage of use of the Products, in accordance with any applicable requirements in the relevant marketing authorisations or as notified by Takeda from time to time (including refrigeration and security requirements).

6.4 In so far as is permitted by applicable laws, all representations, warranties, conditions or other terms not expressly set out in these Conditions (including any term as to the quality or fitness for a particular purpose of the Products) are expressly excluded.

6.5 Takeda shall not be liable (whether in contract, in tort or otherwise) for any (i) indirect, special or consequential loss or damage, or (ii) loss of profit, goodwill, business or revenue (in each case whether direct or indirect).

6.6 Subject to Clause 5 Takeda’s aggregate liability in respect of the Products supplied pursuant to these Conditions (whether arising in contract, in tort or otherwise), will in no event exceed the purchase price of the Products (as determined by the net price invoiced to the Buyer).

6.7 Nothing in these Conditions will be deemed to limit or exclude the liability of Takeda for (i) fraud, dishonesty or deceit; (ii) death or personal injury caused by the negligence of Takeda; or (iii) any other liability which cannot be excluded or limited by applicable law.

6.8 Takeda shall have no liability for claims made (i) after the expiration of one (1) year after the date the Product was delivered to Buyer, or (ii) after the shelf life of the Product has expired, whichever of (i) or (ii) occurs first.

6.9 These Conditions shall apply to any replacement Products supplied by Takeda.

6.10 Buyer warrants to Takeda that it holds all relevant permits and approvals required under applicable laws to purchase, store, distribute, sell and use the Products.

7.0 Quality and Pharmacovigilance

7.1 For the purpose of these Conditions and Contract: “Product Complaints” shall mean any communication received which suggests that the quality or performance of a Product does not meet the specifications defined in the regulatory applications, marketing authorizations and/or permits for the Product or that alleges deficiencies related to the identity, quality, durability, reliability, safety, efficacy, performance of a Product and/or a medical device related to the Product after it is released for distribution; and “Adverse Events” shall mean any untoward medical occurrence in a patient or clinical investigation subject administered the Product(s) which does not necessarily have a causal relationship with the treatment for which the Product(s) is (are) used. An Adverse Event can therefore be any unfavourable and unintended sign (including an abnormal laboratory finding), symptom, or disease temporally associated with the use of the Product(s), whether or not related to the Product(s). A pre-existing condition that worsened in severity after administration of the Product(s) would be considered an Adverse Event. “Safety Information” shall mean information which is used to evaluate risk to patients, including any of the following, with or without an associated Adverse Event : Adverse Event (including safety information currently in the marketed Product label or investigator brochure); Product exposure during pregnancy or lactation (including breastfeeding) or at the time of conception (maternal or paternal); medication error (potential or actual); overdose (accidental or deliberate); interaction with food, alcohol or other medications; withdrawal symptoms; misuse, abuse or unlawful or illegitimate use; accidental Product exposure; off-label use; lack of effect; development of dependence/development of tolerance; unintended therapeutic benefit; suspected transmission of an infectious agent via the Product(s); occupational exposures, counterfeit or falsified Product.

7.2 Buyer represents and warrants that any customer services are part of their standard services and such services are not being performed on behalf of or at the request of Takeda.

7.3 Buyer will immediately notify and report to Takeda, and in any event within one (1) working day (not to exceed three (3) calendar days) of awareness of any (allegation of) Product Complaints, Adverse Events and/or Safety Information which Buyer may become aware, including any follow-up information to a prior report , to the following email addresses:

7.4 Adverse Events and/or Safety Information to

Adverse Events and/or Safety Information to: 1- 888-999-0287; and [email protected]\ Product Quality Complaints to [email protected]. Buyer shall maintain records with the information necessary to further investigate all Product Complaints, Adverse Events and/or Safety Information and for a minimum period as required by applicable law (including the Food and Drugs Act and Food and Drug Regulations and any governmental authority including Health Canada). Buyer shall fully cooperate with Takeda during any investigation related to any of such incidents. If Buyer fails to report to Takeda within one (1) working day (not to exceed three (3) calendar days) as required herein, or otherwise fails to comply with any requirement of this agreement, Buyer shall provide reason for delay and action taken upon request from Takeda.

7.5 At a minimum Buyer shall report the following with regard to any Product Complaints, Adverse Events and/or Safety Information: name of Product (generic and brand name), Batch #/lot # and expiry date of the Takeda product, if available, a description of the Product Complaint, Adverse Event and/or Safety Information, if available details of the person who reported the Product Complaint, Adverse event and/or Safety Information ( profession, name, address, e-mail, phone number), patient identifier (such as initials, gender and age), and any other details known. As Takeda may need to follow-up with the reporter, Buyer or a government authority (e.g. Health Canada), Buyer shall attempt to obtain reporter’s consent to be contacted by Takeda and/or the government authority. Buyer shall at all times comply with all applicable laws, including data protection and privacy laws (including regarding personal information).

7.6 In the event of any recall of Products, the Buyer agrees to follow all instructions given by Takeda and fully co-operate with Takeda in conducting the recall. In order to facilitate any possible batch recall the Buyer shall have a written procedure and system in place to recall promptly and effectively Products known or suspected to be defective, and shall maintain suitable records such as associated batch numbers and all the quantities in respect of all sales together with appropriate details of its customers in question.

7.7 Buyer shall ensure that each employee performing is appropriately trained on the requirements of this section. Buyer shall document and maintain records of completion of all such training and shall make such records available to Takeda upon request including for any audit and regulatory inspections.

8.0 Defects

8.1 Visible defects must be reported to Takeda in writing immediately, but no later than five (5) working days after receipt of the Products. Hidden defects must be reported to Takeda in writing immediately, but no later than five (5) working days after Buyer becomes (or should reasonably have become) aware of such defects.

8.2 Returns shall be accepted at Takeda’s discretion and Takeda may require the Buyer to retain the defective Product till the next delivery. Any returns or available credit shall be subject to Takeda’s Returned Goods and Credit Policy attached herein as Schedule A, as may be updated by Takeda from time to time.

9.0 Return of Goods and Credit

9.1 All Product unless noted in this Clause 9 and Takeda’s Policy is sold on a non-refundable basis and will not be accepted for return. All return of Products and any eligible credit shall be governed by this Clause 9 and Takeda’s Returned Goods and Credit Policy (Schedule A attached hereto), which forms part of these Conditions and Contract and which may be up dated from time to time.

9.2 Takeda shall not accept any return of Product or provide any credit unless specifically noted in this Clause 9 and the Returned Goods and Credit Policy.

9.3 Takeda will only consider returns of Products from the Buyer who directly purchased the Products from Takeda.

9.4 Return of Product does not guarantee credit. In addition, to be considered for credit by Takeda, Buyer must adhere to the Conditions, Contract and the Returned Goods and Credit Policy.

9.5 Takeda shall have sole discretion in determining if Buyer is eligible for credit. Takeda shall not honour unauthorized Buyer deductions from invoices when determining credit. Buyer must not deduct credit amount from any invoices.

9.6 In the case of any discrepancy between these Standards Terms and Conditions of Sale and the Returned Goods and Credit Policy, these Standard Terms and Conditions shall prevail.

10.0 Termination

10.1 Without affecting any other rights or remedies it may have, Takeda will be entitled to terminate this Contract (Standard Terms and Conditions of Sale) immediately on written notice to Buyer if:

10.1.1 the Buyer breaches any terms of this Contract where such breach is incapable of remedy or, where capable of remedy, fails to remedy the breach within thirty (30) days of written notice from Takeda; or

10.1.2 the Buyer is unable to pay its debts, or steps are taken by the Buyer or by any of the Buyer’s creditors, in respect of the Buyer under applicable insolvency laws, including making a voluntary arrangement, or entering liquidation, administration, receivership or bankruptcy; or

10.1.3 at Takeda’s sole discretion all or part of a purchase Order.

10.2 If Takeda terminates any contract or order under Clause 1, without affecting any other rights Takeda may have, any amount owing from the Buyer to Takeda shall immediately become due and payable.

10.3 The following clauses shall survive termination of this agreement: (i) those provisions that are clearly intended by the Parties to survive; (ii) relate to matters arising or already performed during the term of this agreement, and (iii) Clauses 2, 3, 4, 6.3, 6.4, 6.5, 6.6, 6.8, 7, 10.2, 10.3, 11.1, 11.2, 11.3, 11.4, 11.5, 11.7, 11.9 and 11.10.

11.0 General

11.1 Compliance with Law. Buyer undertakes to comply, and to cause its permitted subcontractors involved in the performance of its obligations under these terms and conditions of sale to comply, with all applicable laws and regulations. To the extent that these Conditions and Contract requires any recommendation or approval of Takeda, any such recommendation or approval shall not relieve Buyer of its aforementioned duty of compliance under this Clause and any such recommendation or approval of Takeda notwithstanding, Buyer shall refrain from any distribution if there are reasonable doubts as to the compliance of such activities with the applicable laws and regulations.

11.2 Compliance with Anti-Corruption Laws. In performing its obligations under this Contract and Conditions, the Buyer and its employees and agents (i) shall not offer to make, promise, authorize or accept any payment or giving anything of value, including but not limited to bribes, either directly or indirectly to any public official, regulatory authority or anyone else for the purpose of influencing, inducing or rewarding any act, omission or decision in order to secure an improper advantage, or obtain or retain business and (ii) shall comply with all applicable anti-corruption and anti-bribery laws and regulations (including the Canadian Corruption of Foreign Public Officials Act (the “CFPOA”) or the U.S. Foreign Corrupt Practices Act (the “FCPA”), that may be applicable to one or both parties. The Buyer and its employees and agents shall not make any payment or provide any gift to a third party in connection with the Buyer's performance of this terms and conditions of sale except as may be expressly permitted in this Contract and Conditions without first identifying the intended third-party recipient to Takeda and obtaining Takeda’s prior written approval. The Buyer shall notify Takeda immediately upon becoming aware of any breach of the Buyer’s obligations under this Clause. Said duty to notify shall survive any term of this Contract and Conditions.

11.3 Audit Rights: Buyer shall keep and cause any of its sublicensees and affiliates to keep at their own expense accurate books and accounts and other records necessary to calculate and easily audit compliance with these terms and conditions of sale and any payment due or owing (including any reconciliation payments pursuant to Clause 2 and the Quality and Pharmacovigilance of Clause 7) under these terms and conditions of sale, for the longer of: (i) seven (7 years) and (ii) as required by applicable law. Upon reasonable notice and during normal business hours, Buyer shall provide to Takeda and its internal and external auditors (“Auditors”) and regulatory authorities access to any facility or part of a facility at which Buyer is providing services relating to this or any other agreement between the Parties , at which the books and records, or any documents pertaining to its business activities, relating to the Product (s) or services are located, for the purposes of performing audits and inspections of Buyer. Buyer shall cooperate with Takeda on all audits and respond and provide with diligence to any reasonable request from Takeda for further documents, records and assurances to carry out the audit. Said obligation to keep records and right to audit shall survive any term of this Contract and Conditions.

11.4 Buyer’s liability. Buyer hereby agrees to defend and hold harmless Takeda, its affiliates/members of the Takeda group of companies and their respective directors, commissioners, officers, employees and commercialization partners, licensors and manufacturers against all claims and suits of a third party and to indemnify and hold Takeda and its affiliates/members of the Takeda group of companies and their respective directors, commissioners. officers, employees and commercialization partners, licensors and manufacturers harmless from and against all claims, losses, damages, expenditures for and costs for judgments, settlements, counsel and experts fees of Takeda caused by such claims or suits of a third party (individually and collectively, the “Losses of Takeda”) for (i) bodily injury, personal injury, death and property damage caused by the negligence or wilful misconduct or wrongdoing of Buyer or any person for whose actions or omissions Buyer is legally liable; or (ii) a breach by Buyer of its obligations under this Contract; provided, however, that in all cases referred to under (i) or (ii), Buyer shall have no liability to Takeda for any Losses of Takeda to the extent that such Losses of Takeda are attributable to Takeda.

11.5 Indemnification by Takeda. Takeda hereby agrees to defend Buyer and their respective directors, officers, employees and agents against all claims and suits of a third party and to indemnify and hold Buyer and their respective directors, officers, employees and agents harmless from and against all claims, losses, damages, expenditures for and costs for judgments, settlements, counsel and experts fees of Buyer to the extent caused by or resulting from such claims or suits of a third party (individually and collectively, the “Losses of Buyer”) for (i) bodily injury, personal injury, death and property damage caused by visible or hidden Product defects in a Product, provided that such defects have not been caused by Buyer or its Affiliates or any persons for whose actions Buyer is legally liable or entitled to indemnity under this provision; or (ii) the gross negligence or wilful misconduct or wrongdoing of Takeda or any person for whose actions or omissions Takeda is legally liable; provided, however, that in all cases referred to under (i) or (ii), Takeda shall have no liability to Buyer for any Losses of Buyer or those claiming under the Buyer or claiming indemnity under this provision to the extent that such Losses of Buyer are attributable to Buyer. Or those claiming under the Buyer or claiming indemnity under this provision or to the extent not attributable to Takeda.

11.6 Takeda shall not be deemed to be in breach of the Contract or otherwise liable to Buyer for any delay in performance or non-performance of its obligations due to circumstances beyond its control, including but not limited to acts of God, flood, drought, earthquake or other natural disaster, terrorist attack, war, threat of or preparation for war, armed conflict, civil commotion or riots, epidemic or pandemic, fire, strikes, lock outs, shortage of material or labour, breakdown or damage to machinery or equipment, accidents, any law or governmental order or other regulations or action taken by a governmental entity(or default of any third party suppliers or provider of services or products), or any causes not within Takeda’s control.

11.7 If any term or provision of this Contract and Conditions (including Schedule A) shall be held illegal or unenforceable it will, be replaced with a term or provision that, to the greatest extent possible, achieves the intended commercial result of the original, provision and the validity or enforceability of the remainder of the Conditions and Contract shall not be affected.

11.8 Each party acknowledges that in entering into the Contract it has not relied on and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set forth in these Conditions and Contract.

11.9 No person other than a party to this Contract may enforce any of the terms and conditions noted herein. Further, no third party shall have any rights relating to any extension, waiver or amendment of these Conditions or Contract.

11.10 Each party irrevocably agrees that the courts of Sellers principal place of business, Ontario, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions and Contract or their subject matter or formation and that these Conditions and Contract shall be construed in accordance with the laws of Ontario and those of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods is expressly and entirely excluded.

11.11 The Parties to this Contract (and Conditions) have requested that it be drafted for execution in the English language. Les parties déclarent avoir demandé que le présent contrat soit rédigé dans la langue anglaise.

Schedule A

Takeda returned goods and credit policy

This Takeda Returned Goods and Credit Policy (the “Policy”) is incorporated by reference and forms part of Takeda’s Standard Terms and Conditions of Sale. Any capitalized terms herein shall have the same meaning as in Takeda’s Standard Terms and Conditions of Sale.

1.0 GENERAL

1.1 Only Products that have a valid Return Authorization will be accepted for return and shall be returned to Takeda Canada Inc. authorized distribution centre. Expired product, not requiring a Return Authorization, should be shipped to: Takeda Canada Inc. C/O Stericycle 76 Wentworth Court, Brampton, ON, L6T 5M7. A Return Authorization may be obtained by Direct account customers by sending a request to the Takeda distribution centre from which the Product was purchased. Return Authorizations will expire and no longer be valid sixty (60) calendar days from issue date. Making a request for a Return Authorization does not guaranty the grant of a Return Authorization.

1.2 Returned Product should be shipped via prepaid freight. Takeda Canada’s bilingual Customer Service Department will advise on the return or disposition of Product that has not expired (e.g. incorrect shipment, loss or damage, also see Section 2.0 below). For Controlled Drugs, please see section 4.0 below.

1.3 All Product is sold on a non-refundable basis and will not be accepted for return unless it complies with this Policy and the Conditions Expired product, unless noted in section 2.0, is not eligible for return. In no event shall credit be considered for: (i) Product sold on government tender or standing offer contract; (ii) Sold under a “Special Access Program”; (iii) Designated as samples or clinical supplies for investigational use; (iv) returned because of a price reduction subsequent to the date of the original sale; or (v) any Product that is not returned as required by applicable law an in compliance with these terms and conditions and Takeda’s Returned Goods Policy.

1.4 Exceptions:

(i)Overstock, fully saleable, undamaged and unmarked products, which are in excess of the Buyer’s needs, may be returned for credit, only if prior written authorization is obtained from Takeda’s Customer Service Department. Credit will be based on the original invoice price, less a restocking fee of 20%; and

(ii) Incorrect or damaged shipments due to Takeda’s error or delivery only. (See 3.1 of this Return Goods Policy).

1.5 Product shall be returned in original manufacturer packaging bearing the original manufacturer label with all RFID tags, 2D bar codes or other tracking elements as provided with the original packaging. Any unsealed and part bottle return will not be accepted. Liquid and Aerosol merchandise should be returned in full packaged quantity for credit. No credit will be granted for partial/unsealed bottles of product.

1.6 A copy of the debit note or packing slip with the Lot number and expiry date must be included with all returned Product. Buyers must follow these instructions and shall provide the following Information on the packing list:

Takeda Product Number Product Name Strength Lot Number Expiration Date Quantity Reason for return Debit Memo Number Return Authorization number must be on all packages within the shipment Name, address, and phone number of facility returning Buyer name and address Takeda will destroy any Product returned that does not have the required information and no credit will be issued for such Product or the associated shipping costs.

1.7 Takeda Canada reserves the right to destroy any returned Product whether eligible for credit or not.

1.8 Takeda Canada will accept returns only from DIRECT account customers. Product purchased from wholesalers or other distributors should be returned to the wholesaler following the wholesalers return policy.

1.9 Aside from Controlled Drug, all product(s) must be returned to Takeda in order to be considered for credit.

2.0 Return of Expired Product

2.1 Products Eligible for return upon Expiry, all strengths and formats:

DEXILANT®, NESINA®, KAZANO®, PANTOLOC®, TECTA®, ONDISSOLVE®, ULORIC®, ADDERALL XR®, VYVANSE®, VYVANSE® CHEWABLE, INTUNIV XR®, AGRYLIN®, FOSRENOL®, MEZAVANT®

2.2 Only EXPIRED Products that are less than six (6) months past their expiration date are eligible for return.

2.3 Takeda shall have sole discretion in determining if Buyer is eligible for credit. If Product is eligible for credit, credit will be considered on Product for up to 95% of the current List Price or if Product was sold under a specific contract or special offer, 95% of the contract or special offer price. Takeda shall not honour unauthorized Buyer deductions from invoices when determining credit. Buyer must not deduct credit amount from any invoices.

2.4 Partial product will not be accepted. No credit will be granted for partial/unsealed bottles of product.

3.0 Incorrect and Damaged Shipments

In addition to the requirements in Clause 1 above, the following shall apply to incorrect and damaged shipments.

3.1 For incorrect shipments, Takeda Canada’s Customer Service Department must be notified within five (5) working days after receipt of shipment and the Product returned within ten (10) days of delivery.

3.2 Product received damaged in shipping must be noted on the carrier’s Proof of Delivery/Bill of Lading (BOL) and accompanied by a signed (BOL noting damage and must be reported to Takeda Customer Service in writing within five (5) working days of receipt with backup documents. Takeda’s Customer Service Department will issue specific instruction on returning Product.

3.3 Concealed damage claims made within five (5) working days of discovery of the damage. Claims must be made by calling Takeda’s Customer Service Department.

4.0 Controlled Drugs

4.1 Takeda cannot accept return of Controlled Drugs. Buyer shall be responsible for destroying Controlled Drugs in accordance with applicable laws and regulations and retain records regarding same as required by applicable laws and regulations.

4.2 Buyer shall report the destruction, incorrect shipment or any defects regarding Controlled Drugs to Takeda in accordance within five (5) working days and obtain an authorization letter from a Controlled Drugs Inspector. Buyer shall further confirm in writing that the Product has been destroyed within one year from r the expiration date and in accordance with applicable las and regulations.

5.0 Recalls

In the event of a Product recall, Takeda will notify the Buyer and comply with applicable laws and regulations and the procedures communicated to them by Takeda and the Conditions and Contract (including clause 7.6 of Takeda’s Standard Terms and Conditions of Sale).

6.0 Credit

6.1 Credit for any Product shall be determined pursuant to the Conditions and Contract, including this Returned Goods and Credit Policy. Takeda’s authorization to return Product, issuance of a Return Authorization or its acceptance of return Product does not guarantee credit.

6.2 Takeda shall not award credit for any failure to comply with the Conditions and Contract, including this Returned Goods and Credit Policy.

DEXILANT® is a trademark of Takeda Pharmaceuticals U.S.A., Inc and used under licence by Takeda Canada Inc. NESINA® is a registered trademark of Takeda Pharmaceutical Company Limited and used under license by Takeda Canada Inc. KAZANO® is a trademark of Takeda Pharmaceutical Company Limited and used under license by Takeda Canada Inc. PANTOLOC® is a registered trademark of Takeda GmbH used under licence TECTA® is a registered trademark of Takeda GmbH used under licence. ONDISSOLVE® is a registered trademark of Takeda GmbH used under license. Product under licence of APR Applied Pharma Research SA, Switzerland. ULORIC® is a registered trademark of Teijin Limited and used under licence by Takeda Canada Inc. ADDERALL XR® is a registered trademark of Shire LLC, a Takeda company. VYVANSE® and the VYVANSE Logo are registered trademarks of Shire LLC, a Takeda company. INTUNIV XR® is a registered trademark of Shire LLC, a Takeda company. AGRYLIN® is a registered trademark of Shire US Inc., a Takeda company. MEZAVANT® and the MEZAVANT Logo are registered trademarks used under license from Nogra Pharma Limited. FOSRENOL® and the FOSRENOL Logo are registered trademarks of Shire International Licensing BV, a Takeda company.

Takeda and the Takeda Logo are trademarks of Takeda Pharmaceutical Company Limited, used under license.

## 1.0 Basis of contract 1.1 These Takeda Standard Terms and Conditions of Sale including the Returned Goods and Credit Policy of Schedule A (the “Conditions”) apply to the purchase of Takeda (including Baxalta and Shire legacy products, jointly the “Products”) performed between the purchaser on the invoice to which these Conditions are attached to or referenced (the “Buyer”) and Takeda group company (“Takeda or Seller”). “Takeda group company” as used herein refers to Takeda Canada Inc. or an affiliate thereof, as the case maybe. By accepting Takeda’s invoice, Buyer accepts herein terms and conditions of sales. 1.2 Any purchase order, forecast or other written instruction for purchase of the Products placed by the Buyer constitutes an irrevocable offer by the Buyer to purchase the Products in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of any such order are complete and accurate. The purchase order shall only be deemed to be accepted when Takeda (at its sole discretion) accepts the purchase order, delivers on the purchase order and/or performs services on the purchase order, at which point a binding agreement between parties (the “Contract”) shall come into existence. The acceptance of any purchase order can be full or partial acceptance of the purchase order, at the sole discretion of Takeda. 1.3 No variation to these Conditions or any Contract shall be binding unless agreed in writing between the authorised representatives of the Buyer and Takeda. 1.4 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Takeda which is not set out in the Contract. These Conditions shall prevail over any other terms and conditions, business terms or purchase conditions put forward by the Buyer. However, in the case where Takeda and the Buyer have entered into any other agreement regarding the purchase, wholesale and distribution of the Products, such as a wholesaler or distribution agreement, or otherwise, in the event of any conflict of terms between the agreements, the terms of that other agreement shall prevail over the Conditions of these Takeda Standard Terms and Conditions of Sale. ## 2.0 Order quantities and value 2.1 All of the Products are prepacked and are only available in the quantities and/or size indicated or multiples thereof as noted in Takeda’s price list (“Price List”). 2.2 It is recognized that certain Products in Canada (including Quebec) have restricted distributors, such as the Canadian Blood Services and Héma-Québec for plasma derived Products, and must be ordered through those distributors. 2.3 All orders must comply with and fulfil the requirements of applicable law and regulations. For Controlled Drugs, all orders must be signed and dated by a person duly authorized to sign such orders. In addition, the name and initials of the signing officer should be typed or printed in block letters on the order to facilitate identification. Orders from hospitals must be signed by a registered pharmacist or by a physician with full signing authority at the hospital. Further the order must be accompanied by the original prescription. Takeda shall not ship controlled drugs against telephone, facsimile, telex or telegram orders or EDI orders. 2.4 As noted in Clause 2 all orders are subject to the acceptance of Takeda. Takeda reserves the right, at its sole discretion, not to accept orders or part thereof. ## 3.0 Price 3.1 The price of the Products shall be the price listed in Takeda’s Price List current at the date of submission of the Buyer’s order for the Products unless agreed otherwise in a separate agreement. Price shall be visible on the invoice. 3.2 The price is exclusive of any applicable value added tax and any other government duty or applicable tax. 3.3 Prices are listed for Canada only and may vary from one Market within Canada to another. Each Price List shall indicate the Market for which it applies and dates for which it applies. Product purchased for one Market within Canada are only to be sold into that same Market and not to be sold or offered for sale or transferred in or into another market without the express written consent from Takeda. To the extent that written consent is provided, Buyer shall provide Takeda with a report of the amounts of product so sold and any other information as may be requested by Takeda to enable reconciliation and audit of said Products so purchased, sold, offered for sale or transferred, within thirty (30) days from the end of the month following said sale and the Parties herein agree to reconcile any price differentials based on Takeda’s Price List for the Market into which the Product is so sold versus the Price List for which the Product was bought. The term “Market” as used herein shall refer to the jurisdiction (e.g. Canadian province/territory), or class of customer (e.g. hospital or other), or combination of same (e.g. province/territory and class of customer or other) as specified on Takeda’s Price List. Buyer shall pay Takeda any amounts owing as a result of the reconciliation within sixty (60) days from the end of the month following said sale or transfer. If the reconciliation results in Takeda owing amounts to the Buyer, Takeda shall, at Takeda’s sole discretion issue a credit note or payment of said amounts to the Buyer. 3.4 NO EXPORTS, SALE WITHIN CANADA ONLY FOR PARTICULAR MARKET. All products sold by Takeda are labelled and approved for sale in Canada only and are not intended for export outside of Canada and, as per Clause 2 above, only for the Market within Canada for which they were purchased pursuant to the Takeda Price List. The Buyer shall not directly or indirectly by any means or arrangement: a) Export any Product from Canada to any other jurisdiction outside of Canada or subject to Clause 2 to a Market other than for which Product was purchased within Canada; b) Offer for resale, resell or consign or otherwise distribute any product for export from Canada to any other jurisdiction or Market other than for which the Product was sold, or c) Offer for resale, resell or consign or otherwise distribute any Product, to any other person or entity (“further reseller or buyer”) who the “Buyer” knows, suspects or reasonably should know or suspect will, i: Export any product from Canada to any other jurisdiction or from the jurisdiction and Market for which Product was sold to another jurisdiction or Market, or ii: Offer for resale, resell, consign or otherwise distribute to any person or entity who further resells or suspects or reasonably should know or suspect will export any product from Canada or within Canada to any other Market other than the jurisdiction or Market for which Product was bought by Buyer from Takeda. 3.5 Records and Audit. Buyer shall provide availability of outlet level sales to IMS and/or to any third party designated by Takeda. Buyer will provide availability of monthly inventory data by SKU and depot within 3 working days of the end of the month and purchases and sales for each Market and other information as may be reasonably requested by Takeda and keep said records for a period of seven (7) years or longer if required by applicable law. Takeda shall have the right to audit Buyer’s records and premises to monitor compliance with these Conditions as per Clause 11.3. This provision shall survive any term of these Conditions and Contract. ## 4.0 Terms of Payment 4.1 Unless otherwise agreed between the Buyer and Takeda, or fully paid upfront, the Buyer shall pay by electronic funds transfer, the price of the Products within thirty (30) days of the date of invoice with no offset. Any payment not made within such day limit shall be an overdue amount for the purpose of these Conditions. 4.2 The time for payment of the price shall be of the essence. Receipts for payment will be issued only upon request. Takeda reserves the right to charge interest on overdue amounts at the rate of 2% per month. Delinquent accounts may result in shipments being held. 4.3 Payment of invoices shall be made to and sent to Takeda Canada Inc. as directed by Takeda and such information may be updated by Takeda on simple notice to buyer at its sole direction from time to time. ## 5.0 Delivery, Risk and Title All Products will be delivered CIP (Incoterms 2010). Takeda shall not be liable for any delay in delivery of the Products howsoever caused. Risk and title in the Products shall pass to the Buyer on delivery. ## 6.0 Warranties and Liability 6.1 Takeda warrants to the Buyer that at the time of delivery the Products shall comply with mandatory quality standards required by applicable regulatory and legal requirements as they apply to the Products. 6.2 In the event of any breach by Takeda of the warranty in Clause 1 (whether by reason of defective materials, production faults or otherwise) Takeda’s liability shall be limited to, at Takeda’s option (i) the replacement of the Products in question; or (ii) repayment of the purchase price. 6.3 Takeda shall not be liable for the Products’ failure to comply with the warranty in Clause 1 or damage to Products if the failure or damage arises because of the Buyer’s negligence, deliberate damage, misuse or failure to store the Products in conditions compatible with their eventual usage of use of the Products, in accordance with any applicable requirements in the relevant marketing authorisations or as notified by Takeda from time to time (including refrigeration and security requirements). 6.4 In so far as is permitted by applicable laws, all representations, warranties, conditions or other terms not expressly set out in these Conditions (including any term as to the quality or fitness for a particular purpose of the Products) are expressly excluded. 6.5 Takeda shall not be liable (whether in contract, in tort or otherwise) for any (i) indirect, special or consequential loss or damage, or (ii) loss of profit, goodwill, business or revenue (in each case whether direct or indirect). 6.6 Subject to Clause 5 Takeda’s aggregate liability in respect of the Products supplied pursuant to these Conditions (whether arising in contract, in tort or otherwise), will in no event exceed the purchase price of the Products (as determined by the net price invoiced to the Buyer). 6.7 Nothing in these Conditions will be deemed to limit or exclude the liability of Takeda for (i) fraud, dishonesty or deceit; (ii) death or personal injury caused by the negligence of Takeda; or (iii) any other liability which cannot be excluded or limited by applicable law. 6.8 Takeda shall have no liability for claims made (i) after the expiration of one (1) year after the date the Product was delivered to Buyer, or (ii) after the shelf life of the Product has expired, whichever of (i) or (ii) occurs first. 6.9 These Conditions shall apply to any replacement Products supplied by Takeda. 6.10 Buyer warrants to Takeda that it holds all relevant permits and approvals required under applicable laws to purchase, store, distribute, sell and use the Products. ## 7.0 Quality and Pharmacovigilance 7.1 For the purpose of these Conditions and Contract: “Product Complaints” shall mean any communication received which suggests that the quality or performance of a Product does not meet the specifications defined in the regulatory applications, marketing authorizations and/or permits for the Product or that alleges deficiencies related to the identity, quality, durability, reliability, safety, efficacy, performance of a Product and/or a medical device related to the Product after it is released for distribution; and “Adverse Events” shall mean any untoward medical occurrence in a patient or clinical investigation subject administered the Product(s) which does not necessarily have a causal relationship with the treatment for which the Product(s) is (are) used. An Adverse Event can therefore be any unfavourable and unintended sign (including an abnormal laboratory finding), symptom, or disease temporally associated with the use of the Product(s), whether or not related to the Product(s). A pre-existing condition that worsened in severity after administration of the Product(s) would be considered an Adverse Event. “Safety Information” shall mean information which is used to evaluate risk to patients, including any of the following, with or without an associated Adverse Event : Adverse Event (including safety information currently in the marketed Product label or investigator brochure); Product exposure during pregnancy or lactation (including breastfeeding) or at the time of conception (maternal or paternal); medication error (potential or actual); overdose (accidental or deliberate); interaction with food, alcohol or other medications; withdrawal symptoms; misuse, abuse or unlawful or illegitimate use; accidental Product exposure; off-label use; lack of effect; development of dependence/development of tolerance; unintended therapeutic benefit; suspected transmission of an infectious agent via the Product(s); occupational exposures, counterfeit or falsified Product. 7.2 Buyer represents and warrants that any customer services are part of their standard services and such services are not being performed on behalf of or at the request of Takeda. 7.3 Buyer will immediately notify and report to Takeda, and in any event within one (1) working day (not to exceed three (3) calendar days) of awareness of any (allegation of) Product Complaints, Adverse Events and/or Safety Information which Buyer may become aware, including any follow-up information to a prior report , to the following email addresses: 7.4 Adverse Events and/or Safety Information to Adverse Events and/or Safety Information to: 1- 888-999-0287; and <[email protected]>\ Product Quality Complaints to <[email protected]>. Buyer shall maintain records with the information necessary to further investigate all Product Complaints, Adverse Events and/or Safety Information and for a minimum period as required by applicable law (including the Food and Drugs Act and Food and Drug Regulations and any governmental authority including Health Canada). Buyer shall fully cooperate with Takeda during any investigation related to any of such incidents. If Buyer fails to report to Takeda within one (1) working day (not to exceed three (3) calendar days) as required herein, or otherwise fails to comply with any requirement of this agreement, Buyer shall provide reason for delay and action taken upon request from Takeda. 7.5 At a minimum Buyer shall report the following with regard to any Product Complaints, Adverse Events and/or Safety Information: name of Product (generic and brand name), Batch #/lot # and expiry date of the Takeda product, if available, a description of the Product Complaint, Adverse Event and/or Safety Information, if available details of the person who reported the Product Complaint, Adverse event and/or Safety Information ( profession, name, address, e-mail, phone number), patient identifier (such as initials, gender and age), and any other details known. As Takeda may need to follow-up with the reporter, Buyer or a government authority (e.g. Health Canada), Buyer shall attempt to obtain reporter’s consent to be contacted by Takeda and/or the government authority. Buyer shall at all times comply with all applicable laws, including data protection and privacy laws (including regarding personal information). 7.6 In the event of any recall of Products, the Buyer agrees to follow all instructions given by Takeda and fully co-operate with Takeda in conducting the recall. In order to facilitate any possible batch recall the Buyer shall have a written procedure and system in place to recall promptly and effectively Products known or suspected to be defective, and shall maintain suitable records such as associated batch numbers and all the quantities in respect of all sales together with appropriate details of its customers in question. 7.7 Buyer shall ensure that each employee performing is appropriately trained on the requirements of this section. Buyer shall document and maintain records of completion of all such training and shall make such records available to Takeda upon request including for any audit and regulatory inspections. ## 8.0 Defects 8.1 Visible defects must be reported to Takeda in writing immediately, but no later than five (5) working days after receipt of the Products. Hidden defects must be reported to Takeda in writing immediately, but no later than five (5) working days after Buyer becomes (or should reasonably have become) aware of such defects. 8.2 Returns shall be accepted at Takeda’s discretion and Takeda may require the Buyer to retain the defective Product till the next delivery. Any returns or available credit shall be subject to Takeda’s Returned Goods and Credit Policy attached herein as Schedule A, as may be updated by Takeda from time to time. ## 9.0 Return of Goods and Credit 9.1 All Product unless noted in this Clause 9 and Takeda’s Policy is sold on a non-refundable basis and will not be accepted for return. All return of Products and any eligible credit shall be governed by this Clause 9 and Takeda’s Returned Goods and Credit Policy (Schedule A attached hereto), which forms part of these Conditions and Contract and which may be up dated from time to time. 9.2 Takeda shall not accept any return of Product or provide any credit unless specifically noted in this Clause 9 and the Returned Goods and Credit Policy. 9.3 Takeda will only consider returns of Products from the Buyer who directly purchased the Products from Takeda. 9.4 Return of Product does not guarantee credit. In addition, to be considered for credit by Takeda, Buyer must adhere to the Conditions, Contract and the Returned Goods and Credit Policy. 9.5 Takeda shall have sole discretion in determining if Buyer is eligible for credit. Takeda shall not honour unauthorized Buyer deductions from invoices when determining credit. Buyer must not deduct credit amount from any invoices. 9.6 In the case of any discrepancy between these Standards Terms and Conditions of Sale and the Returned Goods and Credit Policy, these Standard Terms and Conditions shall prevail. ## 10.0 Termination 10.1 Without affecting any other rights or remedies it may have, Takeda will be entitled to terminate this Contract (Standard Terms and Conditions of Sale) immediately on written notice to Buyer if: 10.1.1 the Buyer breaches any terms of this Contract where such breach is incapable of remedy or, where capable of remedy, fails to remedy the breach within thirty (30) days of written notice from Takeda; or 10.1.2 the Buyer is unable to pay its debts, or steps are taken by the Buyer or by any of the Buyer’s creditors, in respect of the Buyer under applicable insolvency laws, including making a voluntary arrangement, or entering liquidation, administration, receivership or bankruptcy; or 10.1.3 at Takeda’s sole discretion all or part of a purchase Order. 10.2 If Takeda terminates any contract or order under Clause 1, without affecting any other rights Takeda may have, any amount owing from the Buyer to Takeda shall immediately become due and payable. 10.3 The following clauses shall survive termination of this agreement: (i) those provisions that are clearly intended by the Parties to survive; (ii) relate to matters arising or already performed during the term of this agreement, and (iii) Clauses 2, 3, 4, 6.3, 6.4, 6.5, 6.6, 6.8, 7, 10.2, 10.3, 11.1, 11.2, 11.3, 11.4, 11.5, 11.7, 11.9 and 11.10. ## 11.0 General 11.1 Compliance with Law. Buyer undertakes to comply, and to cause its permitted subcontractors involved in the performance of its obligations under these terms and conditions of sale to comply, with all applicable laws and regulations. To the extent that these Conditions and Contract requires any recommendation or approval of Takeda, any such recommendation or approval shall not relieve Buyer of its aforementioned duty of compliance under this Clause and any such recommendation or approval of Takeda notwithstanding, Buyer shall refrain from any distribution if there are reasonable doubts as to the compliance of such activities with the applicable laws and regulations. 11.2 Compliance with Anti-Corruption Laws. In performing its obligations under this Contract and Conditions, the Buyer and its employees and agents (i) shall not offer to make, promise, authorize or accept any payment or giving anything of value, including but not limited to bribes, either directly or indirectly to any public official, regulatory authority or anyone else for the purpose of influencing, inducing or rewarding any act, omission or decision in order to secure an improper advantage, or obtain or retain business and (ii) shall comply with all applicable anti-corruption and anti-bribery laws and regulations (including the Canadian Corruption of Foreign Public Officials Act (the “CFPOA”) or the U.S. Foreign Corrupt Practices Act (the “FCPA”), that may be applicable to one or both parties. The Buyer and its employees and agents shall not make any payment or provide any gift to a third party in connection with the Buyer's performance of this terms and conditions of sale except as may be expressly permitted in this Contract and Conditions without first identifying the intended third-party recipient to Takeda and obtaining Takeda’s prior written approval. The Buyer shall notify Takeda immediately upon becoming aware of any breach of the Buyer’s obligations under this Clause. Said duty to notify shall survive any term of this Contract and Conditions. 11.3 Audit Rights: Buyer shall keep and cause any of its sublicensees and affiliates to keep at their own expense accurate books and accounts and other records necessary to calculate and easily audit compliance with these terms and conditions of sale and any payment due or owing (including any reconciliation payments pursuant to Clause 2 and the Quality and Pharmacovigilance of Clause 7) under these terms and conditions of sale, for the longer of: (i) seven (7 years) and (ii) as required by applicable law. Upon reasonable notice and during normal business hours, Buyer shall provide to Takeda and its internal and external auditors (“Auditors”) and regulatory authorities access to any facility or part of a facility at which Buyer is providing services relating to this or any other agreement between the Parties , at which the books and records, or any documents pertaining to its business activities, relating to the Product (s) or services are located, for the purposes of performing audits and inspections of Buyer. Buyer shall cooperate with Takeda on all audits and respond and provide with diligence to any reasonable request from Takeda for further documents, records and assurances to carry out the audit. Said obligation to keep records and right to audit shall survive any term of this Contract and Conditions. 11.4 Buyer’s liability. Buyer hereby agrees to defend and hold harmless Takeda, its affiliates/members of the Takeda group of companies and their respective directors, commissioners, officers, employees and commercialization partners, licensors and manufacturers against all claims and suits of a third party and to indemnify and hold Takeda and its affiliates/members of the Takeda group of companies and their respective directors, commissioners. officers, employees and commercialization partners, licensors and manufacturers harmless from and against all claims, losses, damages, expenditures for and costs for judgments, settlements, counsel and experts fees of Takeda caused by such claims or suits of a third party (individually and collectively, the “Losses of Takeda”) for (i) bodily injury, personal injury, death and property damage caused by the negligence or wilful misconduct or wrongdoing of Buyer or any person for whose actions or omissions Buyer is legally liable; or (ii) a breach by Buyer of its obligations under this Contract; provided, however, that in all cases referred to under (i) or (ii), Buyer shall have no liability to Takeda for any Losses of Takeda to the extent that such Losses of Takeda are attributable to Takeda. 11.5 Indemnification by Takeda. Takeda hereby agrees to defend Buyer and their respective directors, officers, employees and agents against all claims and suits of a third party and to indemnify and hold Buyer and their respective directors, officers, employees and agents harmless from and against all claims, losses, damages, expenditures for and costs for judgments, settlements, counsel and experts fees of Buyer to the extent caused by or resulting from such claims or suits of a third party (individually and collectively, the “Losses of Buyer”) for (i) bodily injury, personal injury, death and property damage caused by visible or hidden Product defects in a Product, provided that such defects have not been caused by Buyer or its Affiliates or any persons for whose actions Buyer is legally liable or entitled to indemnity under this provision; or (ii) the gross negligence or wilful misconduct or wrongdoing of Takeda or any person for whose actions or omissions Takeda is legally liable; provided, however, that in all cases referred to under (i) or (ii), Takeda shall have no liability to Buyer for any Losses of Buyer or those claiming under the Buyer or claiming indemnity under this provision to the extent that such Losses of Buyer are attributable to Buyer. Or those claiming under the Buyer or claiming indemnity under this provision or to the extent not attributable to Takeda. 11.6 Takeda shall not be deemed to be in breach of the Contract or otherwise liable to Buyer for any delay in performance or non-performance of its obligations due to circumstances beyond its control, including but not limited to acts of God, flood, drought, earthquake or other natural disaster, terrorist attack, war, threat of or preparation for war, armed conflict, civil commotion or riots, epidemic or pandemic, fire, strikes, lock outs, shortage of material or labour, breakdown or damage to machinery or equipment, accidents, any law or governmental order or other regulations or action taken by a governmental entity(or default of any third party suppliers or provider of services or products), or any causes not within Takeda’s control. 11.7 If any term or provision of this Contract and Conditions (including Schedule A) shall be held illegal or unenforceable it will, be replaced with a term or provision that, to the greatest extent possible, achieves the intended commercial result of the original, provision and the validity or enforceability of the remainder of the Conditions and Contract shall not be affected. 11.8 Each party acknowledges that in entering into the Contract it has not relied on and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set forth in these Conditions and Contract. 11.9 No person other than a party to this Contract may enforce any of the terms and conditions noted herein. Further, no third party shall have any rights relating to any extension, waiver or amendment of these Conditions or Contract. 11.10 Each party irrevocably agrees that the courts of Sellers principal place of business, Ontario, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions and Contract or their subject matter or formation and that these Conditions and Contract shall be construed in accordance with the laws of Ontario and those of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods is expressly and entirely excluded. 11.11 The Parties to this Contract (and Conditions) have requested that it be drafted for execution in the English language. Les parties déclarent avoir demandé que le présent contrat soit rédigé dans la langue anglaise. ## Schedule A Takeda returned goods and credit policy This Takeda Returned Goods and Credit Policy (the “Policy”) is incorporated by reference and forms part of Takeda’s Standard Terms and Conditions of Sale. Any capitalized terms herein shall have the same meaning as in Takeda’s Standard Terms and Conditions of Sale. 1.0 GENERAL 1.1 Only Products that have a valid Return Authorization will be accepted for return and shall be returned to Takeda Canada Inc. authorized distribution centre. Expired product, not requiring a Return Authorization, should be shipped to: Takeda Canada Inc. C/O Stericycle 76 Wentworth Court, Brampton, ON, L6T 5M7. A Return Authorization may be obtained by Direct account customers by sending a request to the Takeda distribution centre from which the Product was purchased. Return Authorizations will expire and no longer be valid sixty (60) calendar days from issue date. Making a request for a Return Authorization does not guaranty the grant of a Return Authorization. 1.2 Returned Product should be shipped via prepaid freight. Takeda Canada’s bilingual Customer Service Department will advise on the return or disposition of Product that has not expired (e.g. incorrect shipment, loss or damage, also see Section 2.0 below). For Controlled Drugs, please see section 4.0 below. 1.3 All Product is sold on a non-refundable basis and will not be accepted for return unless it complies with this Policy and the Conditions Expired product, unless noted in section 2.0, is not eligible for return. In no event shall credit be considered for: (i) Product sold on government tender or standing offer contract; (ii) Sold under a “Special Access Program”; (iii) Designated as samples or clinical supplies for investigational use; (iv) returned because of a price reduction subsequent to the date of the original sale; or (v) any Product that is not returned as required by applicable law an in compliance with these terms and conditions and Takeda’s Returned Goods Policy. 1.4 Exceptions: (i)Overstock, fully saleable, undamaged and unmarked products, which are in excess of the Buyer’s needs, may be returned for credit, only if prior written authorization is obtained from Takeda’s Customer Service Department. Credit will be based on the original invoice price, less a restocking fee of 20%; and (ii) Incorrect or damaged shipments due to Takeda’s error or delivery only. (See 3.1 of this Return Goods Policy). 1.5 Product shall be returned in original manufacturer packaging bearing the original manufacturer label with all RFID tags, 2D bar codes or other tracking elements as provided with the original packaging. Any unsealed and part bottle return will not be accepted. Liquid and Aerosol merchandise should be returned in full packaged quantity for credit. No credit will be granted for partial/unsealed bottles of product. 1.6 A copy of the debit note or packing slip with the Lot number and expiry date must be included with all returned Product. Buyers must follow these instructions and shall provide the following Information on the packing list: Takeda Product Number Product Name Strength Lot Number Expiration Date Quantity Reason for return Debit Memo Number Return Authorization number must be on all packages within the shipment Name, address, and phone number of facility returning Buyer name and address Takeda will destroy any Product returned that does not have the required information and no credit will be issued for such Product or the associated shipping costs. 1.7 Takeda Canada reserves the right to destroy any returned Product whether eligible for credit or not. 1.8 Takeda Canada will accept returns only from DIRECT account customers. Product purchased from wholesalers or other distributors should be returned to the wholesaler following the wholesalers return policy. 1.9 Aside from Controlled Drug, all product(s) must be returned to Takeda in order to be considered for credit. 2.0 Return of Expired Product 2.1 Products Eligible for return upon Expiry, all strengths and formats: DEXILANT®, NESINA®, KAZANO®, PANTOLOC®, TECTA®, ONDISSOLVE®, ULORIC®, ADDERALL XR®, VYVANSE®, VYVANSE® CHEWABLE, INTUNIV XR®, AGRYLIN®, FOSRENOL®, MEZAVANT® 2.2 Only EXPIRED Products that are less than six (6) months past their expiration date are eligible for return. 2.3 Takeda shall have sole discretion in determining if Buyer is eligible for credit. If Product is eligible for credit, credit will be considered on Product for up to 95% of the current List Price or if Product was sold under a specific contract or special offer, 95% of the contract or special offer price. Takeda shall not honour unauthorized Buyer deductions from invoices when determining credit. Buyer must not deduct credit amount from any invoices. 2.4 Partial product will not be accepted. No credit will be granted for partial/unsealed bottles of product. 3.0 Incorrect and Damaged Shipments In addition to the requirements in Clause 1 above, the following shall apply to incorrect and damaged shipments. 3.1 For incorrect shipments, Takeda Canada’s Customer Service Department must be notified within five (5) working days after receipt of shipment and the Product returned within ten (10) days of delivery. 3.2 Product received damaged in shipping must be noted on the carrier’s Proof of Delivery/Bill of Lading (BOL) and accompanied by a signed (BOL noting damage and must be reported to Takeda Customer Service in writing within five (5) working days of receipt with backup documents. Takeda’s Customer Service Department will issue specific instruction on returning Product. 3.3 Concealed damage claims made within five (5) working days of discovery of the damage. Claims must be made by calling Takeda’s Customer Service Department. 4.0 Controlled Drugs 4.1 Takeda cannot accept return of Controlled Drugs. Buyer shall be responsible for destroying Controlled Drugs in accordance with applicable laws and regulations and retain records regarding same as required by applicable laws and regulations. 4.2 Buyer shall report the destruction, incorrect shipment or any defects regarding Controlled Drugs to Takeda in accordance within five (5) working days and obtain an authorization letter from a Controlled Drugs Inspector. Buyer shall further confirm in writing that the Product has been destroyed within one year from r the expiration date and in accordance with applicable las and regulations. 5.0 Recalls In the event of a Product recall, Takeda will notify the Buyer and comply with applicable laws and regulations and the procedures communicated to them by Takeda and the Conditions and Contract (including clause 7.6 of Takeda’s Standard Terms and Conditions of Sale). 6.0 Credit 6.1 Credit for any Product shall be determined pursuant to the Conditions and Contract, including this Returned Goods and Credit Policy. Takeda’s authorization to return Product, issuance of a Return Authorization or its acceptance of return Product does not guarantee credit. 6.2 Takeda shall not award credit for any failure to comply with the Conditions and Contract, including this Returned Goods and Credit Policy. DEXILANT® is a trademark of Takeda Pharmaceuticals U.S.A., Inc and used under licence by Takeda Canada Inc. NESINA® is a registered trademark of Takeda Pharmaceutical Company Limited and used under license by Takeda Canada Inc. KAZANO® is a trademark of Takeda Pharmaceutical Company Limited and used under license by Takeda Canada Inc. PANTOLOC® is a registered trademark of Takeda GmbH used under licence TECTA® is a registered trademark of Takeda GmbH used under licence. ONDISSOLVE® is a registered trademark of Takeda GmbH used under license. Product under licence of APR Applied Pharma Research SA, Switzerland. ULORIC® is a registered trademark of Teijin Limited and used under licence by Takeda Canada Inc. ADDERALL XR® is a registered trademark of Shire LLC, a Takeda company. VYVANSE® and the VYVANSE Logo are registered trademarks of Shire LLC, a Takeda company. INTUNIV XR® is a registered trademark of Shire LLC, a Takeda company. AGRYLIN® is a registered trademark of Shire US Inc., a Takeda company. MEZAVANT® and the MEZAVANT Logo are registered trademarks used under license from Nogra Pharma Limited. FOSRENOL® and the FOSRENOL Logo are registered trademarks of Shire International Licensing BV, a Takeda company. Takeda and the Takeda Logo are trademarks of Takeda Pharmaceutical Company Limited, used under license.