Common use of API Clause in Contracts

API. In the event that either party is able to secure a lower price for the API from a source that meets Noven's quality requirements, subject to Noven's contractual commitments with its suppliers, Noven will work with Endo in good faith to utilize such API in place of its own source of API. Once agreed to by both parties to qualify a lower price API, Endo and Noven shall equally share all out of pocket expenses in qualifying and otherwise securing such new API source. To the extent that Noven is able to use such lower priced API, the lower cost will be reflected in Noven's manufacturing costs for the Product. *** In the period prior to commercial launch of the Product, to the extent that Endo supplies Noven with the API, Endo will invoice Noven for the portion of the cost of such API for which Noven is assuming risk pursuant to Section 3.09 below. All such invoices shall be due and payable within thirty days of receipt and shall bear interest at the rate of 1% per month or the maximum allowable by law on any overdue amounts. Noven shall include such API costs in its manufacturing costs and Endo shall deduct the API costs not invoiced to Noven from the next *** payment otherwise owed Noven under the License Agreement. After the commercial launch of the Product, Endo shall deduct the cost of the API it supplies Noven from the next *** payment otherwise owed Noven under the License Agreement.

API. In the event that either party is able to secure a lower price for the API from a source that meets Noven's quality requirements, subject to Noven's contractual commitments with its suppliers, Noven will work with Endo in good faith to utilize such API in place of its own source of API. Once agreed to by both parties to qualify a lower price API, Endo and Noven shall equally share all out of pocket expenses in qualifying and otherwise securing such new API source. To the extent that Noven is able to use such lower priced API, the lower cost will be reflected in Noven's manufacturing costs for the Product. *** *. In the period prior to commercial launch of the Product, to the extent that Endo supplies Noven with the API, Endo will invoice Noven for the portion of the cost of such API for which Noven is assuming risk pursuant to Section 3.09 below. All such invoices shall be due and payable within thirty days of receipt and shall bear interest at the rate of 1% per month or the maximum allowable by law on any overdue amounts. Noven shall include such API costs in its manufacturing costs and Endo shall deduct the API costs not invoiced to Noven from the next *** payment otherwise owed Noven under the License Agreement. After the commercial launch of the Product, Endo shall deduct the cost of the API it supplies Noven from the next *** payment otherwise owed Noven under the License Agreement.