By submitting any Order to purchase any Products under the Program, you agree the following terms and conditions (“Terms and Conditions”) apply to such Order:

1. Definitions.
   • “Customer” shall mean any individual physician or practice that places an order for Products.
   • “Products” shall mean any of the Ortho Dermatologics products listed in Exhibit A.
   • “Program” shall mean the Ortho Dermatologics Direct Purchase Program.
   • “Order” shall mean any purchase order for Product submitted by Customer.
   • “Seller” shall mean Ortho Dermatologics, a division of Bausch Health US, LLC.
2. Eligibility. This Program is available only to licensed practitioners who are permitted to dispense directly to patients in the state where they practice medicine. It is up to the Customer to ensure that they are permitted to participate in the Program. In order to apply to the Program, a Customer must provide their name and a valid NPI number. Customer agrees to designate an appropriate prescriber for each of its locations, as applicable, where Product will be received and will immediately update Seller of any changes.
3. Product Pricing. Subject to these Terms and Conditions, Customer may purchase Products from Seller during the Term at the applicable discounted prices set forth in Exhibit A (each a “Contract Price”) for the sole purpose of dispensing Products to Customer’s cash-paying patients. Exhibit A shall be subject to change at any time at the sole discretion of Seller. Orders will be billed at the prices in effect at the time of the Order. No adjustments for price are applicable once an Order is placed; however, Seller reserves the right to adjust a price if it determines the billing was incorrect due to system error. Customer is responsible for any applicable taxes due on the Product.
4. Product Purchases. The following Terms and Conditions apply to all Product purchases made by Customer:
   1. Orders. Customer must submit Order(s) to Seller in a format mutually agreed upon by the parties. All Orders are subject to acceptance by Seller. Seller may choose not to supply or to supply less than the quantity of Product(s) ordered. Partially filling an Order does not obligate Seller to fill the remainder of the Order. Customer acknowledges and agrees that all Orders are final once placed, subject to 3(e) and 3(f) below.
   2. Purchase Quantities. Customer shall purchase only the amount of Products that Customer reasonably requires to meet reasonably projected demand of cash-paying patients.
   3. Delivery; Risk of Loss. Seller will ship Product(s) to Customer at the location specified on Customer’s Order, free on board (FOB) origin, with freight prepaid and charged to the Customer. Expedited shipping may be available at an additional cost. Seller shall be deemed to have made full delivery of all quantities of Product(s) referred to in Seller’s Order, unless Customer notifies Seller in writing within 3 business days of its failure to receive delivery of any such quantities of Product(s). Title and risk of loss for Product(s) will transfer to Customer upon receipt at the facility designated on Customer’s Order.
   4. Payment Terms. All Products shall be paid for using a credit card accepted by Seller. Seller will not ship until payment is received. All claims for pricing errors must be submitted by Customer in writing to Seller within 30 days of payment. Customer acknowledges and agrees that, except in instances of fraud, it will not dispute or cause to be disputed any credit card charges for Sales Orders with its credit card. (In the event Customer breaches this provision, Seller, in addition to all other remedies available to it under the Order, shall be entitled to liquidated damages of twenty-five percent [25%] of the total amount of the Order, plus the full amount due to Seller for the Order.) In the event of a large-volume order, Seller reserves the right to accept payment by wire, due 30 days from the Order.
   5. Damage. If Customer receives Product from Seller in damaged condition, as can be reasonably determined after visual inspection, Customer will notify Seller in writing of such damage immediately, but in no event later than 5 business days of receipt of the applicable Product, and send proof thereof, including freight bill with notation by the carrier of the loss, shortage, breakage, or damage. Claims submitted without appropriate documentation will be denied. Customer will fully cooperate with Seller in connection with any claim and will hold the damaged Product for inspection by the insurer, the carrier, and Seller’s designated representative and for subsequent disposition instructions from Seller. Product damaged prior to receipt by Customer may be returned, if applicable, for credit provided Seller is notified in writing within no more than 5 business days and Product is returned within 5 business days of such notification. Seller will not be responsible for Product that is damaged or becomes defective after receipt by Customer. For any latent Product defects that, by their nature, are not discoverable upon a reasonable visual inspection (“Hidden Defects”), (i) Customer shall notify Seller immediately upon learning of or discovering a Hidden Defect; and (ii) Seller shall determine an appropriate resolution under the circumstances, which may include Seller replacing any defective Product as the sole and exclusive remedy. No other remedy (including, but not limited to, incidental, consequential, or other damages of any kind) shall be available.
   6. Recalls. Seller shall notify Customer in the event of a Product recall or withdrawal, and shall provide Customer with instructions on how to assist in implementing such recall or withdrawal. Seller, in its sole discretion, shall determine what, if any, assistance to request, and shall make such a determination on a case-by-case basis. Seller shall credit recalled or withdrawn Product in Customer’s inventory at the price Customer paid for such Product. If Seller requests assistance from Customer relating to any recall or withdrawal of a Product, Seller shall compensate Customer for the reasonable, actual, and documented expenses Customer incurs in performing the assistance requested by Seller.
   7. Product Returns. Except as authorized in Sections 3(e) and (f) above, all Orders are final and Customer may not return Products purchased pursuant to these Terms and Conditions.
   8. Dispensing to Cash-Paying Patients Only. Customer represents and warrants that Products purchased under these Terms and Conditions are for dispensing to cash-paying patients only. Customer represents and warrants that they shall not submit any claims for reimbursement to any third-party payors, including, but not limited to, government healthcare programs, nor will they seek to utilize any discounts, coupons, or copayment assistance programs for Products purchased under these Terms and Conditions.
5. Own Use. Customer represents and warrants that they shall purchase Product(s) only to fill their prescriptions for cash-paying patients for such patients’ own use. In no event shall Customer sell or in any manner transfer any Product(s) purchased hereunder to any person or entity for subsequent distribution or sale. Any transfer or resale of Product(s) purchased hereunder will be considered a material breach of these Terms and Conditions. Notwithstanding anything to the contrary in these Terms and Conditions, Seller shall have no liability to the Customer, and shall have no duty to indemnify the Customer, if Customer violates this Section or any other Section herein.
6. Clinical Independence. Nothing in these Terms and Conditions shall be construed as requiring or encouraging the use of a Product where it is not clinically appropriate or in the best interest of the patient. All prescribing and treatment decisions shall be solely those of the patient’s treating physician. Customer shall not undermine or otherwise usurp the clinical judgment of a patient’s treating physician. Customer shall not implement any intervention technique, or counsel or encourage any patient, physician, or any other healthcare professional to use or prescribe any Product over any other medically appropriate pharmaceutical product or treatment. Customer shall not offer physicians or any other healthcare professionals any financial inducement to prescribe or switch patients to a Product.
7. Beyond Use Date. All Products carry beyond use dates or expiration dates. Products shall not be dispensed or administered after the beyond use date printed on the Product label. Seller will not issue refunds to Customer for any unused portion of Product that Customer fails to administer or dispense prior to the Product’s expiration date. Notwithstanding anything to the contrary in these Terms and Conditions, Seller shall have no liability to Customer, and shall have no duty to indemnify the Customer, if the Customer violates this Section or any other Section hereunder.
8. Compliance with Laws. Each party shall comply, and shall be solely responsible for complying with, all applicable federal, state, and local laws and regulations, including regulatory guidance, applicable to administering and dispensing medications in-office, and further agrees that they will obtain and maintain, and shall be solely responsible for obtaining and maintaining, all applicable licenses that may, from time to time, be required for in-office medication or dispensing (“Applicable Laws”), including, but not limited to: the federal False Claims Act, 31 U.S.C. §§ 3729-33; applicable state false claims acts; and the federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b) and the regulatory discount safe harbor, 42 C.F.R § 1001.952. To the extent required under Applicable Law, Customer will report the discounts received hereunder to federal healthcare programs, and will, upon the request of a governmental agency (including the Secretary of Health and Human Services or a state healthcare agency), disclose information regarding the discounts to the requesting agency. Without limitation of the foregoing, all discounts provided by Seller under these Terms and Conditions, and any other information that must be disclosed under Applicable Law, shall be disclosed to the Centers for Medicare and Medicaid Services ("CMS") in accordance with (a) current CMS guidance, (b) Customer's contractual obligations with third parties, and (c) any other disclosure or reporting obligations or requirements imposed by Applicable Laws. The parties acknowledge and agree that these Terms and Conditions are not dependent on, and do not operate in conjunction with (either explicitly or implicitly), any other arrangement or agreement between Seller and Customer, or their affiliates. Seller will not do anything that would impede Customer from meeting any reporting obligations under Applicable Law. Seller will properly report the discounts earned on the invoices submitted by Seller to Customer. Customer agrees to provide Seller and/or its designated agent with a copy of each license, permit, registration, or other document, as applicable, promptly following Seller’ request for same (but in no event later than five [5] business days following the request). Customer shall promptly notify Seller (but in no event later than five [5] business days) following the termination or suspension of any license, permit, or registration of the Customer, or any of their members, directors, officers, partners, employees, agents, and contractors, that is required for in-office medication administration or dispensing.
9. Product Warranty. Seller represents and warrants that all Products sold under these Terms and Conditions, as of the date of delivery to Customer, (a) shall have been manufactured in conformance with good manufacturing practices, as set forth in Title 21 of the Code of Federal Regulations effective at the time of manufacture, (b) have been manufactured and delivered in conformance with the Federal Food, Drug, and Cosmetic Act, as amended, and the regulations promulgated thereunder (the “Act”), (c) shall not be adulterated or misbranded within the meaning of the Act, and (d) shall not be articles which may not, under the provisions of section 404 or 505 of the Act, be introduced into interstate commerce. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, BUT EXCLUDING ANY WARRANTY SET FORTH IN THE PRODUCT LABEL. This provision survives any termination or expiration of these Terms and Conditions.
10. Confidentiality. Customer and Seller agree to keep confidential the terms and conditions herein, including, but not limited to, the pricing and any other proprietary information disclosed by one party to the other (“Confidential Information”), except when such disclosure is required by applicable law. The parties agree to hold Confidential Information in strict confidence, using commercially reasonable care to avoid unauthorized disclosure or use of Confidential Information; however, Seller is authorized to disclose these Terms and Conditions to any affiliate to the extent necessary to implement these Terms and Conditions. If Customer believes that a disclosure of Seller’s Confidential Information is required by law or legal process, except as specifically required for Customer to meet the disclosure obligations set forth in Section 6 of these Terms and Conditions, Customer shall inform Seller sufficiently in advance of such disclosure to permit Seller to take such action necessary to protect its rights to the Confidential Information. This confidentiality obligation shall continue for a period of five (5) years following the last Order placed by Customer. Confidential Information does not include any information that the receiving party receives from a third-party not under an obligation of confidentiality benefiting the disclosing party; is already in the public domain at the time of disclosure; or independently develops without the use of the Confidential Information.
11. Indemnification by Seller. Seller agrees to indemnify, defend, and hold harmless Customer, and their members, directors, officers, partners, and employees (collectively, “Customer Indemnitees”), against all foreseeable third-party claims, suits, demands, causes of action, investigations, administrative or regulatory proceedings, judgments, settlements, damages, and costs or expenses, including reasonable attorney’s fees (collectively, “Customer Indemnitee Claims”) actually incurred by the Customer Indemnitees arising out of (i) bodily injury or death resulting from use of Products to the extent caused by the gross negligence of Seller and or its designated agent(s); except to the extent such Customer Indemnitee Claims are caused by or result from the negligence, willful misconduct, or breach of the contractual obligations by Customer Indemnitees. Customer Indemnitees shall notify Seller in writing of any Customer Indemnitee Claim for which indemnification is sought within fifteen (15) days of such claim. Failure to provide such notice shall absolve Seller of any indemnification obligations under these Terms and Conditions and shall be an absolute bar to recovery. Seller shall have the right and option to undertake and control the defense of any such Customer Indemnitee Claim with counsel of its choice. Customer Indemnitee(s) shall have the right to participate (but not control) and be represented in any suit or action by advisory counsel of their selection and their own expense. If Seller elects not to exercise its option to control the defense of a Customer Indemnitee Claim, Customer Indemnitee(s) shall assume control, and Seller shall have the right to participate (but not control) and be represented in any suit or action by advisory counsel of its selection and its own expense. Neither party shall concede or settle or compromise any Customer Indemnitee Claim without the prior written approval of the other party, which shall not be unreasonably withheld.
12. Indemnification by Customer. Customer agrees to indemnify, defend, and hold harmless Seller, and its members, directors, officers, partners, and employees (collectively, “Seller Indemnitees”), against all foreseeable third-party claims, suits, demands, causes of action, investigations, administrative or regulatory proceedings, judgments, settlements, damages, and costs or expenses, including reasonable attorney’s fees (collectively, “Seller Indemnitee Claims”) actually incurred by the Seller Indemnitees arising out of any actual or alleged breach of Customer representations, warranties, and covenants (except to the extent such Seller Indemnitee Claims are caused by or result from the negligence, willful misconduct, or breach of the contractual obligations by Seller Indemnitees).
13. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS OR LOSS OF USE, ARISING OUT OF THE BREACH BY A PARTY OF ITS OBLIGATIONS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S LIABILITY, IF ANY, FOR DAMAGES TO CUSTOMER FOR ANY CAUSE WHATSOEVER, INCLUDING INDEMNIFICATION, ARISING OUT OF OR RELATED TO THIS SERVICES AGEEMENT, AND REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED TO CUSTOMER’S ACTUAL DAMAGES, WHICH SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO SELLER AND/OR ITS DESIGNATED AGENT(S) UNDER THIS AGREEMENT DURING THE TWELVE- (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THAT THE CAUSE OF ACTION AROSE.
14. Adverse Event Reporting. Customer shall report Adverse Events involving a Product to Seller within 1 business day of notification of such Adverse Event, utilizing the phone number listed on the Product package or insert. An “Adverse Event” is any event reportable under 21 C.F.R. § 314.80 (post-marketing reporting of adverse drug experiences), including, without limitation, any untoward medical occurrence in a patient administered a medicinal product, which does not necessarily have to have a causal relationship with treatment.
15. Audit. During the Term and for 2 years thereafter, or such longer period as may be required by law, Seller and Customer shall maintain accurate and complete records related to all Product purchases/sales under this Agreement. Seller shall have the right, upon written notice, to review and audit data and other documentation of Customer as necessary to verify Customer’s compliance with their obligations under this Agreement. An independent third-party auditor may conduct such a review and audit, provided that such auditor shall agree to maintain the confidentiality of Customer’s confidential data and documentation.
16. Governing Law. These Terms and Conditions shall be subject to and interpreted according to the law of the State of New Jersey. For any suit, action, or legal proceeding arising from these Terms and Conditions, each party consents to the jurisdiction and exclusive venue of the state courts of Somerset County, New Jersey, or the federal courts situated in the District of New Jersey.
17. Use of Names and Intellectual Property. Customer shall not use any trade names, trademarks, service marks, or symbols belonging to Seller or its affiliates without the prior written consent of Seller. Notwithstanding the foregoing, Seller hereby gives Customer the right to use Product names in connection with the dispensing of Products to patients.
18. Assignment. The rights afforded Customer hereunder are not assignable by Customer either voluntarily or by operation of law. The rights and obligations of Seller hereunder are assignable by Seller (i) to any affiliate or other entity that acquires all or substantially all of such Party’s assets or its business, upon notice to Customer; or (ii) to any other person without the prior written consent of Customer.
19. Independent Relationship. The parties hereto acknowledge and agree that the relationship created between Seller and Customer is strictly that of independent contractors with respect to the subject matter hereof. Nothing contained herein creates any other type of relationship between the parties other than that of an independent contractor.
20. Notices. All notices from one party to the other under this Agreement (“Notice”) shall be hand-delivered, sent by certified mail, or sent by express courier service, costs prepaid, to the respective address specified on the Order form, in the case of Customer, and to Ortho Dermatologics at 400 Somerset Corporate Blvd., Bridgewater, NJ 08807, Attention [Who] with a copy to Attention: Legal Notices (or to such other address as may be specified by Notice to the other party).
21. Miscellaneous. These Terms and Conditions constitute the entire agreement between the Parties concerning the subject matter hereof. No modification shall be effective for any purpose, unless in writing and signed by authorized representatives of each party. No additional terms are implied by course of trade, course of dealing, or course of performance. No failure on the part of either party to exercise, no delay in exercising, and no partial exercise of any right, power, or privilege hereunder shall operate as a waiver thereof. No waiver will be effective unless in writing signed by the party against whom the enforcement of such waiver is sought. No waiver will be deemed a waiver of any other or subsequent breach, whether of the same or another provision. Should there be any conflict between any provisions of these Terms and Conditions and any present or future law or other pronouncement having the force of law, including regulatory guidance, the latter will prevail, but the provision of these Terms and Conditions affected thereby will curtail and be limited only to the extent necessary to bring such provisions within the requirements of the law. The remaining provisions of these Terms and Conditions will remain in full force and effect.

Exhibit A
Products and Contract Pricing

Additional Terms and Conditions for Product Purchases:

• Eligible Contract Price is based on Customer’s purchase volume (in dollars) of Products above during each calendar quarter
• See below tier pricing levels and eligibility requirements

There are 3 loyalty pricing tiers within the Ortho Dermatologics Direct Program. Customers will start at Tier 1 pricing. Tier 1 pricing shall apply until they qualify for Tier 2 or Tier 3 pricing. Each tier provides an additional 10% discount from the previous tier. Sales volume for tiering is measured during each calendar quarter.

The pricing for each tier level will be valid quarterly (for example, from Jan 1st to March 31st). Ortho Dermatologics reserves the right to make changes to the above pricing chart at any time. The Ortho Dermatologics Direct Program is subject to the Terms and Conditions agreed to at the time of purchase.

The tiers are based on cumulative sales per quarter and not based on a per order basis. A customer may achieve a tier discount for the following quarter provided they exceed the required dollar volume for that tier during the previous quarter.

The tiers will reset quarterly (or every 3 calendar months), unless the customer qualifies for a new level; in that case, the customer will be eligible for the tier level they qualified for in the following quarter.

Each customer’s total dollar volume of orders will be calculated at the end of each quarter to determine which tier-level pricing they qualify for in the following quarter. For example, at the end of the first quarter, all customers will have their volume orders tallied to see what tier pricing they qualify for in the second quarter.

See examples below:

Example A: Tier 1 to Tier 2
A new customer signs up for the Ortho Dermatologics Direct Program in August and purchases at least $5,000.00 worth of product based on shipments or orders made to ONE “sold to” entity. For this customer, the first $5,000.00 would be priced at Tier 1. Once they hit or exceed the $5,000.00 limit (in this case August), they would then qualify for Tier 2 pricing starting the following quarter (in this case, starting October 1st). In this example, the customer would qualify for Tier 2 pricing for all orders placed during the October 1st through December 31st timeframe.

Example B: Tier 1 to Tier 3
A new customer signs up for the Ortho Dermatologics Direct Program in October and purchases at least $35,000.00 worth of product based on shipments or orders made to ONE “sold to” entity in their first quarter. The following quarter, they would receive Tier 3 pricing. This customer would qualify for Tier 3 pricing on any order for the duration of that quarter and would be eligible to stay in Tier 3 provided they purchase >$35,000.00 in that quarter. If their total dollar volume of orders in that quarter is less than $35,000.00 but greater than $5,000.00, they would fall back to Tier 2 pricing for the following quarter.

Pricing tiers are based upon gross dollars of the product purchased. The dollars are cumulative throughout the quarter to determine which tier applies.

• Tiers are earned based on purchases the account makes directly from the Ortho Dermatologics Direct Program. Account is defined as a “sold to” entity
• Once an account hits a tier, they qualify for the next tier for the following quarter. There are no credits offered for prior orders
• A discount will be applied directly to the invoice/amount due
• All products listed above are eligible for this program
• Any combination of eligible products ordered is aggregated together to determine tiers

Altreno, Renova, and Retin-A are trademarks of Ortho Dermatologics or its affiliates.
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