Common use of Defective Products Clause in Contracts

Defective Products. (a) In the event that Nycomed determines that any shipment of Product, at the time of delivery, (i) does not conform to the Product Specifications, (ii) contains misprinted or non-conforming labelling or packaging, or (iii) has been damaged in transit (collectively, "Defective Products"), then Nycomed shall give Anthra notice thereof (including a sample from such shipment) within fifteen days after receipt thereof, if such defects may be ascertained by the exercise of reasonable diligence (which shall include laboratory testing or other chemical analysis as necessary) upon receipt thereof, and otherwise within fifteen days after discovery thereof. If Anthra confirms such defect, it shall promptly so notify Nycomed. If Anthra does not confirm such defect, it shall promptly so notify Nycomed, and the parties shall submit the disputed shipment for testing to an independent testing laboratory that is mutually acceptable to the parties. The findings of the testing laboratory shall be *** CONFIDENTIAL TREATMENT REQUESTED. 18 binding on the parties. The expenses of such testing shall be borne by Anthra if the testing confirms the defect, and otherwise by Nycomed. (b) If any shipment contains Defective Product, for any reason other than the willful or negligent acts or omissions of Nycomed or its customers or agents, Anthra shall credit Nycomed with the costs incurred by Nycomed with respect to all such Defective Product that has not been sold (or has been sold and returned), which costs shall be deemed equal to the sum of any amounts paid on account of such Defective Product pursuant to Section 3.7 and any and all transportation and storage charges incurred by Nycomed in connection with such Defective Product. In addition, at Nycomed's option, (i) Anthra shall be relieved of any obligation to deliver any Product in replacement of such Defective Product, or (ii) Anthra shall replace such Defective Product as soon as possible after Nycomed notifies Anthra of its election of option (ii) of this Section 3.4, in which case Nycomed shall pay to Anthra any unpaid amounts in respect of the replacement Product in accordance with Section 3.7 following delivery of the replacement Product.

Defective Products. 15.1 The Purchaser shall notify GSK or the Nominated Supplier (aor ensure that GSK or the Nominated Supplier is notified) In in writing within [***] of any Delivery of Products if the event that Nycomed determines that Delivery is incomplete in accordance with the terms of this Agreement (a “Rejection Notice”). GSK shall use its Commercially Reasonable Efforts to rectify the incomplete delivery within [***] of receipt of the Rejection Notice. If no Rejection Notice is provided to GSK or the Nominated Supplier within [***] of the Delivery of Products, the Delivery shall be deemed complete. 15.2 The Purchaser shall have the right to reject any shipment of Productallegedly Defective Products upon written notice to GSK, at such notice to include the time of deliveryreason(s) for the rejection and to be accompanied with any supporting documentation or other evidence, such right to be exercised within the period stipulated in the Quality Agreement (or, if no such period is stipulated, within (i) does not conform to [***] after the Product Specifications, Delivery of Products or (ii) contains misprinted or non-conforming labelling or packagingin the case of Latent Defects, or (iii) has been damaged in transit (collectively[***] after discovery of the Latent Defect). Unless the Purchaser complies with the provisions of this Clause 15.2, "Defective Products"), then Nycomed the Delivery of Products shall give Anthra notice thereof (including a sample from such shipment) within fifteen days after receipt thereof, if such defects may be ascertained deemed accepted by the exercise of reasonable diligence (which shall include laboratory testing or other chemical analysis as necessary) upon receipt thereof, and otherwise within fifteen days after discovery thereof. If Anthra confirms such defect, it shall promptly so notify Nycomed. If Anthra does not confirm such defect, it shall promptly so notify Nycomed, Purchaser and the parties Purchaser shall submit have no right to reject the disputed shipment for testing same. 15.3 If the Purchaser purports to an independent testing laboratory that is mutually acceptable reject any Products pursuant to Clause 15.2: (A) the parties. The findings Purchaser shall store the rejected Products in quarantine in accordance with GSK’s reasonable instructions and shall allow GSK (or its nominated representatives) to inspect and/or analyse the same; (B) the Parties shall use reasonable endeavours to agree whether or not the rejected Products are Defective; and (C) if, within [***] of GSK or the testing laboratory Nominated Supplier being notified pursuant to Clause 15.2, the Parties fail to agree whether or not the rejected Products are Defective, the dispute shall be *** CONFIDENTIAL TREATMENT REQUESTED. 18 referred to and determined by an Independent Expert whose decision shall be final and binding on the partiesParties. The expenses of such testing Independent Expert shall act as an expert and not as an arbitrator and (unless the Independent Expert otherwise determines) his or her fees shall be borne paid by Anthra the Party against whom the Independent Expert’s decision is given. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 15.4 If the Parties agree, or if the testing confirms Independent Expert finds, that any Products are Defective and have been properly rejected, GSK shall, at its option, either replace the defect, and otherwise by Nycomed. (b) If any shipment contains Defective Product, Products or refund to the Purchaser the Price paid for any reason other than the willful or negligent acts or omissions of Nycomed or its customers or agents, Anthra shall credit Nycomed with the costs incurred by Nycomed with respect to all such Defective Product that has not been sold (or has been sold and returned), which costs shall be deemed equal to the sum of any amounts paid on account of such Defective Product pursuant to Section 3.7 and any and all transportation and storage charges incurred by Nycomed in connection with such Defective ProductProducts. In addition, GSK shall, at Nycomed's its option, either collect at its own expense the Defective Products from the Purchaser or reimburse the Purchaser for any reasonable costs incurred in its disposal of the Defective Products. Subject to Clause 28 (iIndemnities) Anthra and Clause 29 (Liability), the remedy set forth in this Clause 15.4, together with any additional remedy set forth in Clause 20.3 (if applicable), shall be relieved of the Purchaser’s sole and complete remedy under this Agreement with respect to any obligation to deliver any Product in replacement of such Defective Product, or (ii) Anthra shall replace such Defective Product as soon as possible after Nycomed notifies Anthra of its election of option (ii) of this Section 3.4, in which case Nycomed shall pay to Anthra any unpaid amounts in respect of Products properly rejected by the replacement Product Purchaser in accordance with Section 3.7 following delivery of Clause 15.2. 15.5 If any rejected Products are found by the replacement ProductIndependent Expert not to be Defective, the Purchaser shall pay for such Products in accordance with the payment provisions set forth in this Agreement.

Defective Products. 11.1 Upon receipt of each Delivery of Product from the Supplier (aor its Affiliate), Prestige shall (or shall procure that its relevant Affiliate, agent or representative will) carry out a visual inspection so far as is reasonable to ascertain that the Delivery (including the Products Delivered) appears to be in satisfactory condition and complies with the terms of the relevant Firm Order. Prestige shall (or shall procure that its relevant Affiliate, agent or representative will) report any adverse findings to the Supplier (or its relevant Affiliate). For the avoidance of doubt, Prestige shall not be required to unpack (or procure the unpacking of) any Products Delivered or carry out (or procure carrying out of) any laboratory analysis of the Products Delivered unless otherwise expressly stated in the Quality Agreement. 11.2 Without prejudice to any other remedy under this Agreement, for a period of [***] after each Delivery (“Test Period”), Prestige (and its relevant Affiliates, agents and representatives) shall have the right to reject the Delivery (or any part of such Delivery) if, Prestige having carried out its obligations under Clause 11.1, becomes aware that any Product contained in such Delivery has not been Manufactured and/or does not otherwise accord with the requirements of this Agreement and in which case the provisions of Clause 11.4 below shall apply. 11.3 Deliveries shall be deemed accepted by Prestige (and its relevant Affiliate) if it fails to carry out its obligations pursuant to Clause 11.1 or if no notification is made to the Supplier (or its relevant Affiliate) within the Test Period, provided that the Supplier (or its relevant Affiliate) shall remain liable to Prestige and its Affiliates under the terms of this Agreement for any Latent Defect. 11.4 In the event of a Product rejection pursuant to Clause 11.2 above: (A) no later than the end of the Test Period referred to in Clause 11.2 above, Prestige shall (or shall procure that Nycomed determines that its Affiliates will) notify the Supplier (or its relevant Affiliate) in writing, giving reasons for the rejection; (B) any shipment outstanding payment obligation in relation to such Product shall be suspended pending resolution of Product, at the time of delivery, dispute; (iC) does the Parties shall promptly endeavour to agree (each Party acting reasonably and in good faith) whether or not conform the Product and/or Delivery in question is Defective according to the terms of this Agreement; (D) the Supplier and its relevant Affiliates shall be entitled at all reasonable times and on written notice to Prestige (or its relevant Affiliate) to inspect and/or analyse the Product Specificationsand/or the Delivery in question; and (E) at Prestige’s (or its relevant Affiliate’s) request, the Supplier shall (iior shall procure that its Affiliates will) contains misprinted Deliver a replacement consignment of the Product to Prestige (or non-conforming labelling its relevant Affiliate) as soon as practicable after notification of the rejection, using all reasonable endeavours to ensure continuity of supply, and, subject to the provisions of Clauses 11.1 and 11.2, Prestige shall pay the Supplier for such Delivery in accordance with the payment provisions set out in this Agreement. 11.5 Notwithstanding the provisions of Clauses 11.1 to 11.4 and without prejudice to any other remedy under this Agreement, Prestige (or packaging, its relevant Affiliate) shall be entitled to return any Product to the Supplier (or (iiiits relevant Affiliate) has been damaged in transit (collectively, "Defective Products"), then Nycomed shall give Anthra notice thereof (including a sample from such shipment) within fifteen days at any time after receipt thereof, receiving it and before the Product’s expiry date if such defects may be ascertained by the exercise of reasonable diligence (which shall include laboratory testing or other chemical analysis as necessary) upon receipt thereof, and otherwise within fifteen days after discovery thereofany Latent Defect becomes evident. If Anthra confirms such defect, it shall promptly so notify Nycomed. If Anthra does not confirm such defect, it shall promptly so notify Nycomed, and the parties shall submit the disputed shipment for testing to an independent testing laboratory that is mutually acceptable to the parties. The findings of the testing laboratory shall be *** CONFIDENTIAL TREATMENT REQUESTED. 18 binding on the parties. The expenses of such testing shall be borne by Anthra if the testing confirms the defect, and otherwise by Nycomed. Prestige (b) If any shipment contains Defective Product, for any reason other than the willful or negligent acts or omissions of Nycomed or its customers or agents, Anthra shall credit Nycomed with the costs incurred by Nycomed with respect relevant Affiliate) intends to all such Defective Product that has not been sold (or has been sold and returned), which costs shall be deemed equal to the sum of return any amounts paid on account of such Defective Product pursuant to Section 3.7 and this Clause 11.5: (A) Prestige shall (or shall procure that its relevant Affiliates will) notify the Supplier (or its relevant Affiliate) in writing, giving reasons for the return; (B) any and all transportation and storage charges incurred by Nycomed payment obligations still outstanding in connection with relation to such Defective Product. In addition, at Nycomed's option, (i) Anthra Product shall be relieved suspended pending resolution of any obligation the dispute; (C) the Parties shall promptly endeavour to deliver any agree (each Party acting reasonably and in good faith) whether or not the Product in question is subject to a Latent Defect; (D) the Supplier and its Affiliates shall be entitled at all reasonable times and on written notice to Prestige (or its relevant Affiliate) to inspect and/or analyse the Product in question; (E) at Prestige’s (or its relevant Affiliate’s) request, the Supplier shall (or shall procure that its Affiliates will) Deliver a replacement consignment of such Defective Product, the Product to Prestige (or (iiits relevant Affiliate) Anthra shall replace such Defective Product as soon as possible practicable after Nycomed notifies Anthra notification of its election the return, using all reasonable endeavours to ensure continuity of option (ii) supply, and, subject to the provisions of this Section 3.4Clauses 11.1 and 11.2, in which case Nycomed Prestige shall pay to Anthra any unpaid amounts in respect of the replacement Product Supplier for such Delivery in accordance with Section 3.7 following delivery the payment provisions set out in this Agreement; and (F) where Prestige (or its relevant Affiliate) reasonably suspects that Products subsequently Delivered are likely to have the same (or substantially the same) Latent Defect as the notified Products, Prestige (or its relevant Affiliate) may return such Products even where any such Latent Defect has not yet become evident and, without prejudice to any other remedy under this Agreement, the provisions of the replacement ProductClauses 11.5 (A) to 11.5 (E) shall apply to any such returned Products.

Defective Products. (a) In Simcere will use reasonable efforts to conduct a visual inspection of the event that Nycomed determines Compound and Product on delivery. (b) If Simcere believes that any shipment of ProductCompound or Products were, at the time of delivery, damaged or defective (“Defective Products”), within thirty (30) business days of delivery of the Compound or Products (or ten (10) business days after the discovery of the defect for non-obvious defects not reasonably susceptible to discovery upon receipt), Simcere may issue a written notice to Xxxxx rejecting the Defective Products (“Defective Products Notice”). (c) Following receipt by Xxxxx of a Defective Products Notice, Xxxxx may at its own cost (i) does not conform request access to Simcere’s premises and inspect the Product SpecificationsDefective Products, and/or (ii) contains misprinted instruct Simcere to either return the Defective Products to Xxxxx (or non-conforming labelling a designated third party) or packagingto dispose of the Defective Products and Simcere must comply with such request. (d) If the cause of the Compound or Products being Defective Products was not to any extent caused by Simcere, Xxxxx must pay the cost of the return or (iiidisposal of the Defective Products undertaken in accordance with item 5.3(c)(ii) has been damaged of this Exhibit F and, at Simcere’s option, either refund to Simcere any payments made by Simcere in transit (collectively, "respect of any Defective Products or replace the Defective Products"). (e) If the cause of the Compound or Products being Defective Products was partly or solely caused by Simcere, then Nycomed shall give Anthra notice thereof Simcere must pay a portion of (including i) the cost of the return or disposal of the Defective Products undertaken in accordance with item 5.3(c)(ii) of this Exhibit F, and (ii) the invoice relating to the Defective Products; which portion represents the extent to which Simcere’s action or inaction caused the Compound or Products to be Defective Products. (f) If the Parties do not agree whether a sample from such shipment) within fifteen days after receipt Product is Defective Product or the cause thereof, if the Parties shall engage a mutually agreed independent third party laboratory to examine the Product in question. The conclusion of such defects may laboratory shall be ascertained by final and binding upon the exercise of reasonable diligence (which shall include laboratory testing or other chemical analysis as necessary) upon receipt thereof, and otherwise within fifteen days after discovery thereof. If Anthra confirms such defect, it shall promptly so notify Nycomed. If Anthra does not confirm such defect, it shall promptly so notify NycomedParties, and the parties Party in error shall submit bear the disputed shipment for testing to an independent testing laboratory that is mutually acceptable to the parties. The findings of the testing laboratory shall be *** CONFIDENTIAL TREATMENT REQUESTED. 18 binding on the parties. The expenses cost of such testing shall be borne by Anthra if the testing confirms the defect, and otherwise by Nycomedlaboratory examination. (b) If any shipment contains Defective Product, for any reason other than the willful or negligent acts or omissions of Nycomed or its customers or agents, Anthra shall credit Nycomed with the costs incurred by Nycomed with respect to all such Defective Product that has not been sold (or has been sold and returned), which costs shall be deemed equal to the sum of any amounts paid on account of such Defective Product pursuant to Section 3.7 and any and all transportation and storage charges incurred by Nycomed in connection with such Defective Product. In addition, at Nycomed's option, (i) Anthra shall be relieved of any obligation to deliver any Product in replacement of such Defective Product, or (ii) Anthra shall replace such Defective Product as soon as possible after Nycomed notifies Anthra of its election of option (ii) of this Section 3.4, in which case Nycomed shall pay to Anthra any unpaid amounts in respect of the replacement Product in accordance with Section 3.7 following delivery of the replacement Product.

Defective Products. 15.1 The Purchaser shall notify GSK or the Nominated Supplier (aor ensure that GSK or the Nominated Supplier is notified) In in writing within [***] of any Delivery of Products if the event that Nycomed determines that Delivery is incomplete in accordance with the terms of this Agreement (a “Rejection Notice”). GSK shall use its Commercially Reasonable Efforts to rectify the incomplete delivery within [***] of receipt of the Rejection Notice. If no Rejection Notice is provided to GSK or the Nominated Supplier within [***] of the Delivery of Products, the Delivery shall be deemed complete. 15.2 The Purchaser shall have the right to reject any shipment of Productallegedly Defective Products upon written notice to GSK, at such notice to include the time of deliveryreason(s) for the rejection and to be accompanied with any supporting documentation or other evidence, such right to be exercised within the period stipulated in the Quality Agreement (or, if no such period is stipulated, within (i) does not conform to [***] after the Product Specifications, Delivery of Products or (ii) contains misprinted or non-conforming labelling or packagingin the case of Latent Defects, or (iii) has been damaged in transit (collectively[***] after discovery of the Latent Defect). Unless the Purchaser complies with the provisions of this Clause 15.2, "Defective Products"), then Nycomed the Delivery of Products shall give Anthra notice thereof (including a sample from such shipment) within fifteen days after receipt thereof, if such defects may be ascertained deemed accepted by the exercise of reasonable diligence (which shall include laboratory testing or other chemical analysis as necessary) upon receipt thereof, and otherwise within fifteen days after discovery thereof. If Anthra confirms such defect, it shall promptly so notify Nycomed. If Anthra does not confirm such defect, it shall promptly so notify Nycomed, Purchaser and the parties Purchaser shall submit have no right to reject the disputed shipment for testing same. 15.3 If the Purchaser purports to an independent testing laboratory that is mutually acceptable reject any Products pursuant to Clause 15.2: (A) the parties. The findings Purchaser shall store the rejected Products in quarantine in accordance with GSK’s reasonable instructions and shall allow GSK (or its nominated representatives) to inspect and/or analyse the same; (B) the Parties shall use reasonable endeavours to agree whether or not the rejected Products are Defective; and (C) if, within [***] of GSK or the testing laboratory Nominated Supplier being notified pursuant to Clause 15.2, the Parties fail to agree whether or not the rejected Products are Defective, the dispute shall be *** CONFIDENTIAL TREATMENT REQUESTED. 18 referred to and determined by an Independent Expert whose decision shall be final and binding on the partiesParties. The expenses of such testing Independent Expert shall act as an expert and not as an arbitrator and (unless the Independent Expert otherwise determines) his or her fees shall be borne paid by Anthra the Party against whom the Independent Expert’s decision is given. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 15.4 If the Parties agree, or if the testing confirms Independent Expert finds, that any Products are Defective and have been properly rejected, GSK shall, at its option, either replace the defect, and otherwise by Nycomed. (b) If any shipment contains Defective Product, Products or refund to the Purchaser the Price paid for any reason other than the willful or negligent acts or omissions of Nycomed or its customers or agents, Anthra shall credit Nycomed with the costs incurred by Nycomed with respect to all such Defective Product that has not been sold (or has been sold and returned), which costs shall be deemed equal to the sum of any amounts paid on account of such Defective Product pursuant to Section 3.7 and any and all transportation and storage charges incurred by Nycomed in connection with such Defective ProductProducts. In addition, GSK shall, at Nycomed's its option, either collect at its own expense the Defective Products from the Purchaser or reimburse the Purchaser for any reasonable costs incurred in its disposal of the Defective Products. Subject to Clause 28 (iIndemnities) Anthra and Clause 29 (Liability), the remedy set forth in this Clause 15.4, together with any additional remedy set forth in Clause 20.3 (if applicable), shall be relieved of the Purchaser’s sole and complete remedy under this Agreement with respect to any obligation to deliver any Product in replacement of such Defective Product, or (ii) Anthra shall replace such Defective Product as soon as possible after Nycomed notifies Anthra of its election of option (ii) of this Section 3.4, in which case Nycomed shall pay to Anthra any unpaid amounts in respect of Products properly rejected by the replacement Product Purchaser in accordance with Section 3.7 following delivery of Clause 15.2. 15.5 If any rejected Products are found by the replacement ProductIndependent Expert not to be Defective, the Purchaser shall pay for such Products in accordance with the payment provisions set forth in this Agreement.