TERMS OF SALE/RETURN GOODS POLICY FOR WHOLESALERS

Terms of Sale – April, 2024

Dermavant Sciences, Inc.’s Price List and these Terms of Sale/Return Goods Policy, applies to the U.S. market only. The U.S. market includes all U.S. territories, commonwealths, and possessions. The Price List and Terms of Sale/Return Goods Policy are subject to change without advance notice to customers.

No terms in any purchase order or any acknowledgement thereof (whether printed, stamped, typed or handwritten) issued by a customer or Dermavant Sciences, Inc. (“Dermavant”) distributor, except terms expressing the quantity and Dermavant product (“Product(s)”) ordered, will be considered applicable to customer’s purchase. No modifications of these Terms of Sale/Return Goods Policy, whether different or additional terms contained in any purchase order, acknowledgement form, or any other document, besides a written agreement executed by authorized representatives of a customer or Dermavant distributor and Dermavant, will be binding on Dermavant. Dermavant may modify the Terms of Sale/Return Goods Policy by noting such terms on the purchase order.

All orders and any correspondence pertaining thereto should be sent to:

CUSTOMER SUPPORT CONTACT INFORMATION
Dermavant Rx Products
Phone: 866-398-0815
Email: DermavantCS@icsconnect.com

For Drug Supply Chain Security Act (DSCSA) related correspondence, please send inquiries to Customer Service via our email: ICSSerializationServices@absg.com

All orders, whether based upon submitted quotations or not, are subject to acceptance and credit approval by Dermavant. Dermavant reserves the right to restrict order quantities. Dermavant reviews all submitted orders against lists of Restricted Parties maintained by applicable governmental authorities, including lists established under the U.S. Federal Food Drug and Cosmetic Act and the U.S. Foreign Assets Control Regulations. This review may result in orders that are delayed or blocked. Recipients of Product(s) are required to follow all applicable laws in connection with the purchase, sale, distribution, or use of such Product(s).

PRICES
All prices are submitted without offer.
PAYMENT TERMS
Product(s) may have unique payment terms as provided by contract, as indicated on the Price List, Product Invoice and/or Purchase Order.Payments submitted via Electronic Funds Transfer (EFT) may add an additional four (4) days to the invoice due date.Payment must be in the bank on the discount date.Prompt pay discounts are an encouragement for prompt payment; discounts not taken at time of payment cannot be claimed at a later date.
DERMAVANT DISTRIBUTORS
Dermavant distributors may only purchase Product(s) directly from Dermavant or in the event of a supply shortage, another Dermavant distributor. A listing of authorized Dermavant distributors can be found online at www.Dermavant.com/uswholesalers or obtained from our Customer Service team.Dermavant may revoke Dermavant distributor status at any time.Product(s) may only be sold to healthcare providers operating within the United States (and its Territories) who are appropriately licensed by states/territories in which they dispense or distribute product or other Dermavant distributors.Each Dermavant distributor must have a comprehensive program to ensure compliance with the DSCSA, and to assess all offers prior to purchase using a defined procedure that helps identify suspect/illegitimate product and suspicious orders.

Dermavant has the right to audit or request information on all purchases and sales of Product(s) at any time and to audit processes used to purchase Product(s) from other Dermavant distributors.

Dermavant distributors must maintain their wholesale distributor license in good standing in each state/territory where it has operations and shall immediately upon request of Dermavant, forward a copy of all renewed licenses to Dermavant. Failure to submit a copy of a renewed license to Dermavant may lead to suspension of further shipments of Product(s) to such distributor at the applicable location until such license(s) is provided.

Each Dermavant distributor must notify Dermavant within fifteen (15) business days of its termination, suspension, revocation, forfeiture or nonrenewal of its wholesale distributor licenses for any location where it has operations.

Any deviation from these Terms of Sale may result in Dermavant terminating our business relationship and removal of recognition as a Dermavant distributor.
MINIMUM ORDER
The minimum order is $14,450.00. Dermavant reserves the right to reject any order less than $14,450.00.
SHIPPING AND ROUTING
On orders where Dermavant, or a third-party shipping on behalf of Dermavant (“Agent”), pays transportation charges, Dermavant reserves the privilege of shipping via a carrier of its own choice. Where expedited delivery, special handling or routing is requested by the customer and is approved by Dermavant or its Agent, the difference in transportation charges will be charged to the customer. For after-hours or weekend emergency orders, Dermavant may apply an additional handling charge.
DELIVERY
All deliveries shall be made F.O.B. point of shipment. Title to the goods sold shall pass upon delivery of the goods to the carrier.
DAMAGE OR DELAY IN TRANSIT
If Product arrives in broken or damaged condition, it is the customer’s responsibility to ensure that the carrier’s agent notes “damaged” or “broken” on the delivery receipt. The carrier acts as the agent of the customer/purchaser, and Dermavant is not responsible for loss of, damage to, or delay respecting the Product(s) after delivery to the carrier. Dermavant may assist, when requested, in formulating claims against the carrier, but Dermavant will not assume the responsibility of collecting claims against the carrier.For any loss or damage evident at the time of delivery, customer must, as noted above, make notation on the delivery receipt and report to Dermavant within ten (10) business days of the date of delivery. For concealed loss or damage, customer must report to the carrier and to Dermavant within twenty (20) days after date of delivery. Claims with respect to damage caused by third party shippers (i.e. UPS, FedEx, etc.) should remain in the original packaging for inspection.In cases in which damage, shortage, or loss is not due to transportation causes, and if upon discovery, a customer promptly reports to Dermavant any such damage, shortage, or loss, Dermavant will investigate such report and take appropriate actions, which may include, but are not limited to, providing even exchange or credit for such damage, shortage, or loss as is directly traceable to any fault or negligence on the part of Dermavant or its agents.
PRODUCT RECALLS
In the event of a Dermavant initiated recall, it is Dermavant’s practice to reimburse customer for actual and reasonable expenses incurred in complying with the request as laid out in Dermavant’s recall notification.
PERISHABLE PRODUCTS
Certain Product(s) require special temperature storage conditions and precautions in accordance with the caution label attached to each package. With regard to these Product(s), Dermavant will not accept responsibility for any losses sustained through failure to store or handle as directed by the Product’s label.
CHARGEBACKS
Periodically, Dermavant may recognize the request by a buying group or other Dermavant customer to designate certain Dermavant distributors as their designated primary vendor (“Primary Vendor”) to supply eligible members with pharmaceutical and health care products. Product(s) that appear on a bid award/contract will be ordered from and shipped to the eligible group members by such Primary Vendor and invoiced at the current contract prices for each awarded item as notified to such Primary Vendor by Dermavant.Dermavant shall furnish such Primary Vendor with the following information for each bid/contract awarded to Dermavant:
1. Contract number;
2. Products under contract;
3. Contract prices and their effective and expiration dates;
4. A list of authorized purchasers; and
5. Such other information as may be necessary to accurately administer Chargebacks in accordance with Healthcare Distribution Alliance (HDA) guidelines applicable to such Primary Vendor.
Dermavant shall use commercially reasonable efforts to provide such information at least five (5) business days prior to the effective date of the bid award/contract. Thereafter, Dermavant shall notify such Primary Vendor of revisions to a bid award/contract, and any additions to or deletions from the list of authorized purchasers for each bid award/contract. The obligation of Dermavant to make reimbursements available to such Primary Vendor shall only apply to items sold to the authorized purchaser for “its own use”, as defined below. Primary Vendor shall make commercially reasonable efforts to submit Chargeback requests that are limited to quantities of any item that were purchased for the own use of the authorized purchaser. Primary Vendor shall notify Dermavant immediately if an authorized purchaser is suspected of using Product(s) for purposes other than own use. In the event that Dermavant determines that an authorized purchaser is not eligible for contract prices, Primary Vendor shall work with Dermavant to recover all discounts extended via Chargeback to the end customer and shall not deduct from Dermavant any disputed amounts. Thereafter, the Primary Vendor shall remove the customer from all Dermavant contract pricing agreements.

The amount of a Chargeback credit/debit memo will be determined on the basis of the difference between the acquisition price furnished by Dermavant and the bid award/contract price as of the invoice date to the authorized purchaser by such Primary Vendor. Dermavant shall furnish a list of acquisition prices and updates thereto to such Primary Vendor whenever changes are made by Dermavant. Contract prices under a bid award/contract are considered confidential and such Primary Vendor shall not disclose contract prices to anyone other than an authorized purchaser, buying groups representing such authorized purchasers and Dermavant unless requested by an authorized purchaser to support claims involving medical payments under Federal, State or local programs.

At least once each month and for each bid award where there are Chargebacks, the Primary Vendor will send Dermavant an electronic Chargeback request (i.e., HDA established EDI 844 format) which shall contain:
1. Primary Vendor’s name, address and unique identifiers such as DEA, HIN number and suffix or any other additional identifiers where they exist:
2. Primary Vendor’s debit memo number;
3. Each authorized purchaser’s DEA number and/or unique identifiers such as 340B ID, HIN number and suffix or any other additional identifiers where they exist;
4. The contract number assigned by Dermavant and noticed to the Primary Vendor;
5. Quantities, dates and the Primary Vendor’s invoice number for all Product(s) sold to each authorized purchaser;
6. The NDC number for each Product;
7. The acquisition price for each Product in effect on the date of invoice to the authorized purchaser;
8. The contract price for each Product;
9. Quantity of Product(s) returned to the Primary Vendor that were covered by an earlier Chargeback request;
10. Extended Chargeback amounts for each Product; and
11. Chargeback amount requested for each transaction claimed in each debit memo and total Chargeback amount requested for all debit memos.
Dermavant shall use commercially reasonable efforts to verify the amounts in each Chargeback request and issue initial credit/debit memos in the amounts verified within five to seven (5-7) business days following receipt of a Chargeback request. Primary Vendor acknowledge that the contract price for an item must be lower than the corresponding acquisition price for such Primary Vendor to receive credit. Such Primary Vendor shall not request Chargeback credit unless the authorized purchaser’s acquisition price is higher than the corresponding contract price. Further, Primary Vendor shall reverse all Chargebacks associated with Product(s) that are returned by Primary Vendor’s customers for resale.

Primary Vendor shall not submit chargebacks for partial quantities of Product less than the unit of sale as provided in the price list.

Primary Vendor shall use the HDA EDI 844 and EDI 849 data sets to send and receive Chargebacks to/from Dermavant electronically, including for original submissions and resubmissions. Dermavant shall provide some type of response (typically in the form of EDI 849, unless there is a systems issue) within thirty (30) days of submission or resubmission of an EDI 844. Primary Vendor shall refrain from taking any deduction prior to thirty (30) days after submission of any Chargeback for which a Primary Vendor has not received an EDI 849 response. If Dermavant: (i) does not pay (in whole or in part) and (ii) does not provide a reason for non-payment of a Chargeback via EDI 849, during the first thirty (30) days following submission of a Chargeback request, Primary Vendor may take a deduction for such Chargeback. Any EDI 849 response from Dermavant shall be considered as Dermavant’s request for payback of any amounts that have been deducted related to the Chargeback request. If Primary Vendor receives a response from Dermavant that denotes that Dermavant is investigating the request, Dermavant shall have an additional thirty (30) days to provide a determination on eligibility. After this sixty (60) day period following Chargeback submission, the Chargeback is considered closed unless a government audit requires correction or adjustment as described below. Dermavant’s determination as to the Chargeback’s disposition is final.

Chargebacks must be submitted within six (6) months of such Primary Vendor’s invoice to the authorized purchaser. Failure to submit a Chargeback request within this six (6) month period shall result in a waiver of rights to receive or take a credit with respect to any such Chargeback. Should a Primary Vendor dispute the amount verified for a particular item covered by a Chargeback request, such Primary Vendor may resubmit that item so long as such resubmission is done within six (6) months following the original invoice date to the authorized purchaser. Resubmissions made after this six (6) month period need not be considered by Dermavant. In the event of a government audit where new information surfaces that cause corrections or adjustments to prior sales, Chargeback claims can be reopened and resubmitted within twelve (12) months of the original invoice date to an authorized purchaser or as otherwise may be required in a government contract. Dermavant reserves the right to perform random Chargeback verifications. Such verification requests may include but are not be limited to the invoice copies and proof of delivery, and will be required to be provided to Dermavant within thirty (30) days of the original request. If a response is not received within thirty (30) days, Dermavant will reverse the Chargeback paid by issuing a debit to Primary Vendor’s account. In the event that Dermavant has not already paid a Chargeback subject to verification, payment will be withheld until the requested information is received. Dermavant further reserves the right to perform an on-site audit to verify Chargeback sales. Such on-site audits may be subject to specific contract terms between Dermavant and the Primary Vendor. In the event an audit reveals a discrepancy between the amounts of credit memos or debit memos issued under these provisions and the amounts verified, Dermavant shall issue a correcting credit memo or debit memo, as may be appropriate. Dermavant reserves the right to offset credits for Chargeback obligations with outstanding past due or previously written off invoices and deductions taken by either the Primary Vendor or customer.

Dermavant will not reimburse any costs incurred by the Primary Vendor or group members covering an event of Product non-availability. Chargebacks will only be accepted on Product(s) purchased in accordance with these Terms of Sale.

Primary Vendors shall use commercially reasonable efforts to ensure that: (i) for any inventory management activities and associated order entry activities on behalf of 340B covered entities enrolled and participating in the 340B Drug Pricing Program, the appropriate contract price is charged to such customers based upon their purchases requiring assignment among three accounts: 340B outpatient use, hospital in-patient use, and ‘non-WAC/non-GPO/non-340B’ outpatient use; and (ii) in accordance with such covered entity’s eligibility as listed on the HRSA website as of the date of purchase. When submitting chargebacks for purchases under the 340B outpatient program, Primary Vendor shall ensure it includes the appropriate 340B ID on all such chargeback submissions. When submitting chargebacks for all other purchases (including Source Program purchases), Primary Vendor will make best efforts to include the 340B ID as an alternate identifier for all 340B covered entity accounts. Primary Vendor must notify Dermavant of the account and contract identifiers it uses to identify purchases by 340B eligible customers for 340B outpatient use, hospital in-patient use, and ‘non-WAC/non-GPO/non-340B’ outpatient use.

If the Primary Vendor changes the account or contract identifiers it uses to identify purchases by 340B eligible customers, the Primary Vendor shall notify Dermavant within five (5) business days of such change. Primary Vendor shall submit any corrections for order errors or sales for 340B ineligible facilities/accounts that are discovered by either the covered entity or by the Primary Vendor within five (5) business days of discovery.
PURCHASE FOR OWN USE
Sales by Dermavant to government agencies and other institutions (e.g., federal, state, city, charitable organizations) are made with the express understanding and agreement that the Product(s) purchased by these organizations is subject to the “own use” laws; is for their sole use and may not be commercially sold by them to any other entity or person for further sale or resale.
ALL OTHER CLAIMS
All other claims must be submitted to Dermavant within nine (9) months of the original event upon which the claim is based. Dermavant reserves the right to offset credits for all other claims with outstanding past due or previously written off invoices and deductions taken by either a Dermavant distributor or customer.
NOTICE OF OBLIGATION TO REPORT DISCOUNTS
To the extent that purchaser avails itself of a prompt pay discount in accordance with the terms herein, or otherwise receives a discount from Dermavant in connection with any purchase, direct or indirect, these Terms of Sale shall constitute notice to purchaser of a discount that it may be obligated to report under applicable laws, including, without limitation, the federal anti-kickback statute, 42 U.S.C. § 1320a-7b(b), and its implementing regulations, 42 C.F.R. 1001.952(h) or (i).
PRODUCT(S) LIABILITY PROTECTION POLICY
In the event of a claim or lawsuit arising out of the dispensing of a Dermavant pharmaceutical product, it is Dermavant’s policy to defend and hold harmless the pharmacist or the pharmacist’s employer if the following conditions are met:
- If a prescription Product, the prescription Product was properly filled by the pharmacist.
- The Product was not improperly stored or packaged.
- There is no evidence of negligence or any improper or illegal act by the pharmacist or employer.
- The pharmacist has not made express warranties nor provided information inconsistent with the approved Product labeling.
- The pharmacist and the pharmacist’s employer, if any, provide Dermavant with prompt notice of the claim or lawsuit and fully cooperate with Dermavant in the defense of the claim or lawsuit.

RETURN GOODS POLICY

Except as may be noted on the front of a Purchase Order or other agreed upon terms, Products may be returned on the following basis:

Returnable Items: The following Products may be returned by customers for return goods credit without prior approval:
1. Damaged or defective Product – Product received in a damaged or defective condition may be returned for full credit or replacement, including freight, when reported within ten (10) days of the date of delivery. Product received with concealed damage or defective condition may be returned for full credit or replacement, including freight, when reported within fifteen (15) days after the date of delivery. If Product is damaged, please have the carrier note “damaged” or “broken” on the freight bill. Claims with respect to damage caused by third party carriers (i.e. UPS, FedEx, etc.).
2. Product shipped in error – Product shipped in error by Dermavant or 3PL may be returned for full credit, including freight when returned within ten (10) days of date of delivery.
3. Product returned due to dating – Product may be returned due to dating if Product is: a) No more than six (6) months prior to expiration of the Product; or b) No more than twelve (12) months after expiration of the Product. Expired Product returns will receive replacement Product or a credit equal to customer’s acquisition price. Return freight is the responsibility of the shipper.
4. Product returned undeliverable – Product undeliverable by third party carriers (i.e. UPS, FedEx, etc.) in original unopened container will be returned to 3PL for full credit.
Note: No credit will be issued for merchandise returned more than twelve (12) months beyond its expiration date. Product must be returned in its original, unopened container to receive full credit. Except where required by applicable state law, no return payment or credit will be given for partial or opened Product not reported within two (2) days of receipt.
Non-Returnable (for Credit) Items: Product other than that listed above is defined as not returnable for credit, unless otherwise required by law. This includes, but is not limited to:
1. In-date Product (Product with more than six (6) months dating remaining).
2. Packages with trade label removed or unreadable.
3. Repackaged Product.
4. Product that has been in a fire, clearance, bankruptcy, or similar sale.
5. Product sold on a “non-returnable” basis.
6. Products, including items affected by a market withdrawal or a recall, retained more than twelve (12) months beyond the expiration date noted on the package. (Product may be returned for destruction, but no credit will be issued.)
7. Products marked “Non-Returnable”, “Professional Sample,” “Clinical Trial Package,” or with similar markings or special labels.
8. Product with a prescription label attached.
9. Product purchased for clinical trials or donated product.
10. Product purchased or otherwise obtained in violation of any Federal, State, or local law or regulation.
11. Product obtained illegally or via diverted means including without limitation, Products manufactured and/or imported by non-Dermavant sources from countries outside the United States.
12. Product destroyed or damaged from insurable causes such as fire, water, tornado, etc., and merchandise that has otherwise deteriorated due to conditions occurring after shipment and beyond the control of the manufacturer/Dermavant, such as improper storage, heat, cold, smoke, etc.
Note: Dermavant’s determination as to the salvage, credit or exchange value of merchandise returned shall be final. Dermavant reserves the right to destroy returned merchandise without payment or liability. Non-Dermavant product returned with Dermavant Product will not be responsibility of Dermavant. Dermavant reserves the right to charge customers for cost incurred to process and destroy any such non-Dermavant product. Product will not be returned to customer.
Procedure for Returning Product(s):
Whenever you wish to return these items, pack the material in a container suitable for shipment and include a packing list that identifies each item being returned, the name and address of your company, DEA number, debit memo number, and Dermavant account number.
1. To ensure proper and timely handling of returns, please contact Dermavant by using one of the following contact options below:
  ICSCONNECT.COM
  Email: DermavantReturns@icsconnect.com
  Phone: 866-398-0815
Dermavant reserves the right to issue zero credit for returns that do not include all required information.

All returns shall be made in compliance with all applicable Federal and State laws and regulations. Non-direct customers (i.e., those that purchase primarily through wholesalers), see note B1 and B2 for additional credit information.

All Product(s) must be returned freight prepaid by the sender, using generally accepted shipment methods. Use a separate packing list for each carton. To facilitate processing of multiple debit memo numbers returned in a single container, please segregate Product by debit memo number to ensure acceptance and accurate credit. Upon receipt of the Product(s) and verification of the contents and condition of the Product(s), a credit memorandum will be issued as appropriate.

Dermavant distributors will be issued credit at current list price for Product submitted for credit via a Dermavant Return Authorization. Dermavant distributors should contact Dermavant Customer Service for a Dermavant Return Authorization and additional requirements. Credit will only be issued for intact and unused units. No credit will be issued for any others.

Dermavant will not issue credit or accept charges/deductions for administrative, handling, or freight charges associated with the return of Product to Dermavant. In the event Product received from Dermavant is damaged to such an extent that physical return is impossible, written explanation of the Product involved, nature of damage, and explanation as to why return cannot be made may be submitted to Dermavant for consideration. Dermavant will consider the request and issue no credit, partial credit, or full credit as Dermavant deems appropriate. In all other circumstances, credit or reimbursement will not normally be issued for Product destroyed by customers or third parties.

Dermavant distributors will use commercially reasonable efforts to reshelf returned Products that are deemed “saleable products” in accordance with such distributors’ return goods policies and applicable law and will at all times comply with the return verification requirements under the Drug Supply Chain Security Act (Title II of the Drug Quality and Security Act).
1. Additional information for specific types of customers:
  1. Hospitals, Clinics, Government facilities, and other contract price entities: The Prescription Drug Marketing Act (PDMA) places specific restrictions on the return of pharmaceutical products from hospitals, healthcare entities, and charitable institutions. The following applies to those returns in compliance with the PDMA guidelines.
    1. If Products were purchased from a wholesaler under a guaranteed price contract, we will issue a refund in the form of a check mailed directly to you. Credit amounts over $5,000 will be issued as a credit through your primary wholesaler.
      1. You must supply the following information with your return: your institution’s name, address, hospital DEA number and/or HIN number, and your buying group association name.
    2. If Products were purchased under a guaranteed price contract direct from Dermavant, then applicable credit will be issued to your direct account number.
    3. For Products returned from a government facility, credit will be processed through the prime vendor wholesaler. Government facilities must supply the following information with their return: institution’s name, address, hospital DEA number and/or HIN number, and prime vendor wholesaler name.
  2. Non-Direct Accounts: Customarily, returned goods are channeled through your authorized wholesaler. If returned to Dermavant, appropriate credit will be issued in the form of a check mailed directly to you. Credit amounts over $5,000 will be issued as a credit through your primary wholesaler. So that we may process these returns, please include a packing list that details the Product being returned, the pharmacy name, DEA number, and address to which a refund should be mailed. Should the pharmacy name, DEA number or address information be incomplete, Dermavant reserves the right to issue no reimbursement. Dermavant will not issue refunds to third party return goods processors.

NDC NUMBER LABELER CODES

81672-5051-01 Dermavant Sciences, Inc.

VENUE

This Terms of Sale/Return Goods Policy constitutes an agreement with Dermavant in Texas and the transactions are performable for all purposes in Texas. You agree that the transaction has a reasonable relationship to the State of Texas in that, among other things, the Terms of Sale/Return Goods Policy originated from the State of Texas and Dermavant will perform a substantial part of its respective obligations in the State of Texas. It is agreed that the exclusive venue for any dispute arising out of the Terms of Sale/Return Goods Policy is a state or federal court of competent jurisdiction in Tarrant County, Texas. By participating in the transaction under this Terms of Sale/Return Goods Policy, you irrevocably and unconditionally submit to the exclusive jurisdiction of a state or federal court in Tarrant County, Texas.

GOVERNING LAW