OTSUKA CANADA PHARMACEUTICAL INC. (OCPI)
GENERAL TERMS AND CONDITIONS OF SALE

Effective September 1, 2026

1.General Terms of Sale

1.1.These General Terms and Conditions of Sale (“Terms”) govern all direct purchases and returns of any prescription pharmaceutical products sold by OCPI (“Products”) in Canada to a purchaser who i) has been approved under these Terms and ii) has a valid license or permit and is otherwise authorized to possess, handle and sell Products and has purchased directly from OCPI (“Purchaser”).
1.2.In the absence of a deviating written agreement between the Purchaser and OCPI, these Terms govern the relationship between OCPI and Purchaser, exclusively.
1.3.Force majeure – OCPI shall be excused from any delay or failure in performance hereunder arising out of any cause that is beyond its control.

2.Orders, Price, Payment

2.1.Standard payment terms are net 30 days from date of invoice, unless otherwise stated on invoice.
2.2.OCPI reserves the right to charge 1.5% per month (18% per annum) on the amount of unpaid balance calculated from the date the payment is due until the date that payment was received in full by OCPI. Interest rates are subject to change without notice.
2.3.All orders are subject to acceptance by OCPI and any other conditions imposed by OCPI at its sole discretion.
2.4.OCPI may allocate Products among its Purchasers at its sole discretion.
2.5.Prices: Products will be invoiced at applicable prices effective at the time of receipt of order and are subject to change.
2.6.Order deliveries are from Monday to Friday.

3.Reporting

3.1.Wholesale distributors (“Distributor”) of OCPI Products shall provide outlet level sales to IQVIA. Additional third-party data vendors must be approved by OCPI and the Distributor should work with the data vendor to comply with OCPI’s request.

4.Prohibition on Exports

4.1.All Products are exclusively labelled and approved for sale in Canada and are not intended for export.
4.2.A Purchaser shall not directly or indirectly by any means or arrangement:
4.2.1.Export any Product from Canada to any other jurisdiction, unless permitted by mandatory applicable law, or
4.2.2.Offer for resale, resell or consign or otherwise distribute any Product for export from Canada to any other jurisdiction, unless permitted by mandatory applicable law, or
4.2.3.Offer for resale, resell or consign or otherwise distribute any Product to any other person or entity (“further reseller”) who the Purchaser knows or suspects or reasonably should know or suspect will
4.2.3.1.Export any Product from Canada to any other jurisdiction, unless permitted by mandatory applicable law, or
4.2.3.2.Offer for resale, resell, consign or otherwise distribute to any person or entity who further reseller knows or suspects or reasonably should know or suspect will export any Product from Canada to any other jurisdiction, unless permitted by mandatory applicable law.
4.2.3.3.In any way alter the finished Product and export it, unless permitted by mandatory applicable law, use a third party logistic as a means to accomplish any of the above or that would accomplish any of the above.

5.Regional Pricing

5.1.If a Distributor purchases Product(s) in a Province and ships said Product into a different Province that has a different cost, the following will take place:
5.1.1.Products will be purchased at the Provincial price where the facility/depot resides.
5.1.2.If the price is lower in the Province the Product is shipped to by the Distributor, said Distributor will provide sales data monthly to OCPI and OCPI will authorize a monthly deduction to reconcile that price difference.
5.1.3.If the price is higher in the Province that the Distributor is shipping Product to, the Distributor will provide sales data monthly to OCPI and the Distributor will issue payment to OCPI to reconcile the difference.
5.1.4.Reconciliation should occur within 30 days.
5.1.5.Manufacturer has the right to audit Distributor for provincial transfers.

6.Transportation / Shipping

6.1.All orders are shipped freight prepaid.
6.2.All shipments are by carrier of OCPI’s choice, including time and route of all order fulfillment.
6.3.In case of emergency, if a Purchaser requests a different mode of delivery or carrier, any additional costs associated with such a request will be assumed by the Purchaser, unless otherwise agreed in writing.
6.4.Title to the Products will pass to the Purchaser upon delivery by the carrier to the delivery point, unless specified in the purchase order.

7.Claims

7.1.All deductions must be authorized by OCPI in writing prior to deducting from payment.
7.2.Any damages (internal or external), shortages, losses, pilferage, lost in transit or incorrect shipments must be reported to Customer Service by email at otsuka@lsu3pl.ca within 3 working days of receipt. Visual proof of damage is required to investigate the root cause.

8.Storage/Shipping Requirements

8.1.All Products must be stored and shipped according to storage/shipping conditions indicated on the label of each Product, at all times.

9.Return Policy

9.1.General Terms

9.1.1.This Return Policy applies only to Purchasers. Customers who purchased Products through a Distributor, or other third party must contact their original supplier regarding return requests.
9.1.2.Product recall or market withdrawal is subject to a separate return and reimbursement process.

9.2.Procedure for Returning Goods

9.2.1.Return Authorization (“RA”) requirement: Purchaser must contact the OCPI Customer Service by email at otsuka@lsu3pl.ca, detailing quantity, lot, a/c number, name, address and phone number, to obtain a RA.
9.2.1.1.Products will not be credited without an RA.
9.2.1.2.RA expires sixty (60) days from date issued.
9.2.1.3.Issuance of a RA does not guarantee credit. All returned Products remain subject to inspection and compliance with the terms of this policy.
9.2.2.Returns are to be shipped to: GFL Environmental Inc., 76 Wentworth Court, Brampton, Ontario L6T 5M7.
9.2.3.All returned Products received without proper documentation will be refused by receiving and returned to sender.

9.3.Returned Goods Eligible for Credit

9.3.1.Only the following categories may qualify for credit: Expired Product, Product shipped in error by OCPI, Discontinued Product, provided they satisfy the credit qualification criteria in 9.3.5.
9.3.2.Expired Products may be eligible for credit equal to 90% of the original invoice price paid by the Purchaser. The Product must be received at GFL facility within 3 months prior to expiration date and within a maximum of 6 months post expiration date.
9.3.3.Products Shipped in Error by OCPI may be returned for 100% credit, provided that the Purchaser notifies OCPI within ten (10) business days of receipt and that the Product is returned in accordance with section 9.2.
9.3.4.Discontinued Products may be returned up to 6 months post expiration to receive credit.
9.3.5.Credit qualification: To qualify for credit, returned Product must:
9.3.5.1.Be in the original, unopened, unaltered manufacturer’s container/ packaging and bearing the original and unaltered manufacturer’s label, including a legible lot number and expiry date; and
9.3.5.2.Have been stored, handled, and transported in accordance with the approved Product storage and shipping requirements at all times while under the Purchaser’s control.
9.3.6.Credit terms: Reimbursement of Products will be made with the following conditions:
9.3.6.1.If invoice price cannot be verified, a credit will be issued based on the current OCPI list price.
9.3.6.2.Credits not taken within 1-year (365) days from the date of issue will expire.
9.3.6.3.OCPI will not reimburse administrative fees, handling charges, shipping costs, freight charges, or other deductions associated with Product returns.

9.4.Returned Goods NOT Eligible for Credit

9.4.1.OCPI may, at its discretion, authorize return for destruction of the following Products; however, no credit will be issued. Products not eligible for credit include:
9.4.1.1.Products not meeting the eligibility requirements of section 9.3.
9.4.1.2.Product that is not expired, unless sold under special guaranteed sales conditions.
9.4.1.3.Product marked “Professional Sample”, “Sample”, or “For Clinical Use Only”.
9.4.1.4.Product acquired as Free Goods.
9.4.1.5.Products not in their original manufacturer packaging, including Products with altered, removed, obscured, or additional labels.
9.4.1.6.Products returned due to overstock, inventory balancing, stock rotation, or inadequate inventory management practices.
9.4.1.7.Products destroyed, damaged, or otherwise compromised due to fire, water, smoke, temperature excursions, bankruptcy sales, improper storage or handling, or any event occurring after receipt of the Product and beyond OCPI's control, including force majeure events.
9.4.1.8.Sterile biologic injectable Products. Once these Products have been sold, they are considered final sale due to their specialized nature as well as their specific storage and handling requirements.
9.4.1.9.Products purchased through unauthorized channels.

10.Minimum Shipment

10.1.Minimum order value is $2500.00, applicable for ambient Products only.

11.Mock Recall

11.1.The Distributor agrees to participate in mock recall test runs, conducted every two years during regular business hours, to enable OCPI to verify the effectiveness of its recall process. A mock recall notification, including a letter and response form, will be sent to the Purchaser by email and/or fax. Upon receipt, the Purchaser is expected to acknowledge the communication and respond in accordance with the provided instructions, including submitting the distribution list (Pharmacy Name, Address, Phone/Fax Numbers, Unit(s) Sold) as well as Number of Units on Hand for the selected Product.

12.Drug Information/Inquiries, Adverse Events

12.1.For any questions regarding a Product, including its use, storage conditions, or other Product information, please consult the Product monograph available at: https://otsukacanada.com/Products/. For additional information, please contact OCPI Medical Information at 1-877-341-9245 or via email to OCPI-MedInfo@otsuka-ca.com.
12.2.To report adverse events or for quality complaints, please contact OCPI Medical Information at 1-877-341-9245 or via email to OCPI-AdverseEvents@otsuka-ca.com.

OCPI reserves the right to change any of these terms and conditions at any time (Last Updated 31/08/2026).