Common use of Acceptance and Rejection of Products Clause in Contracts

Acceptance and Rejection of Products. Upon Company’s receipt of each delivery of Product delivered in accordance with the terms and conditions set forth herein, Company shall inspect such Product for non- conformance, defects and damages as per its Specifications (“Non-conforming Products”) and furnish to Polyzen in a reasonably detailed writing any bona fide claim Company has in connection with such Non-conforming Products within thirty (30) days after its receipt thereof (“Non-conforming Products Notice Period”). Failure to give written notice within the Non-conforming Products Notice Period shall constitute acceptance of Products by Company as delivered, except in the case of latent Non-conforming Products that: (i) would not have been revealed by a timely inspection in accordance with customary and reasonable procedures (“Latent Non-Conforming Products”), and (ii) are the subject of a written notice to Polyzen in reasonable detail within seven (7) business days of Company’s initial knowledge thereof (“Latent Non-conforming Products Notice Period”), provided however that COMPANY shall provide notice of such Latent Non-Conforming Products no later than the shelf-life of the product as defined in the FDA approved Product labeling. If Company submits a claim to Polyzen within the Non-conforming Products Notice Period or the Latent Non-conforming Products Notice Period, as applicable, Polyzen will, promptly upon receipt of such claim, contact Company to discuss and evaluate the validity of such claim. At Polyzen’s sole discretion, it may request that Company deliver to Polyzen a sample of the potentially defective Product for evaluation. If, upon concluding its evaluation of such Product, Polyzen reasonably determines that such Product is Non-conforming Product, Polyzen shall send Company a return material authorization, and at its sole expense, arrange for, and accept from Company, the return of any Non-conforming Product and ship to Company compliant, non-damaged and non-defective Product as replacement for such returned Non-conforming Product. If Polyzen disagrees with Company’s determination that a Product is a defective Non-conforming Product, the parties will first use good faith efforts to settle such dispute within twenty (20) business days of Company’s claim. If the parties are unable to resolve such dispute within such twenty (20)-business day period, such Product shall be submitted to a mutually acceptable third party testing service, which shall determine whether such Product meets the Specifications, and the parties agree that such testing service’s determination shall be final and binding on the parties. The party against whom the testing services rules shall bear all costs of the third party testing service. If the third party testing service determines that the Products are Non-conforming Products, Polyzen shall send Company a return material authorization, and at its sole expense, arrange for, and accept from Company, the return of any non-compliant, damaged or defective Non-conforming Product and ship to Company compliant, non-damaged and non-defective Product as replacement for such returned Non-conforming Product. In the event Polyzen becomes aware that any Product supplied may be Non-conforming Products despite quality assurance activities, Polyzen shall immediately notify Company in writing.

Acceptance and Rejection of Products. Upon Company’s receipt (a) Cadista shall notify Jubilant in writing of each delivery its rejection of any Product delivered in accordance with the terms and conditions set forth herein, Company shall inspect such Product for non- conformance, defects and damages as per its Specifications supplied to it pursuant to this Agreement (“Non-conforming ProductsRejection Notice”) and furnish to Polyzen as follows: (i) in the case of defects that are readily discoverable upon a reasonably detailed writing any bona fide claim Company has in connection with such Non-conforming Products physical inspection of a Product shipment, Cadista shall deliver a Rejection Notice within thirty (30) calendar days after Cadista or its receipt thereof designated facility has received such Product shipment, or (“Non-conforming Products Notice Period”). Failure to give written notice within the Non-conforming Products Notice Period shall constitute acceptance of Products by Company as delivered, except ii) in the case of a latent Non-conforming Products that: (i) would defect or any defect that was not have been revealed by obvious and could not be readily discovered from a timely physical inspection in accordance with customary and reasonable procedures of the Product supplied (“Latent Non-Conforming ProductsDefect”), and Cadista shall deliver a Rejection Notice within thirty (ii30) are calendar days of the subject date that Cadista discovers such defect. The notification by customer or a returns processor of a written notice defect to Polyzen in reasonable detail within seven (7) business days of Company’s initial knowledge thereof (“Latent Non-conforming Products Notice Period”), provided however that COMPANY shall provide notice of such Latent Non-Conforming Products no later than the shelf-life of the product as defined in the FDA approved Product labeling. If Company submits a claim to Polyzen within the Non-conforming Products Notice Period or the Latent Non-conforming Products Notice Period, as applicable, Polyzen will, promptly upon receipt of such claim, contact Company to discuss and evaluate the validity of such claim. At Polyzen’s sole discretion, it may request that Company deliver to Polyzen a sample of the potentially defective Product for evaluation. If, upon concluding its evaluation of such Product, Polyzen reasonably determines that such Product is Non-conforming Product, Polyzen shall send Company a return material authorization, and at its sole expense, arrange for, and accept from Company, the return of any Non-conforming Product and ship to Company compliant, non-damaged and non-defective Product as replacement for such returned Non-conforming Product. If Polyzen disagrees with Company’s determination that a Product is a defective Non-conforming Product, the parties will first use good faith efforts to settle such dispute within twenty (20) business days of Company’s claim. If the parties are unable to resolve such dispute within such twenty (20)-business day period, such Product Cadista shall be submitted to a mutually acceptable third party testing service, which shall determine whether treated as the date of discovery and such Product meets the Specifications, and the parties agree that such testing service’s determination defect shall be final and binding on the parties. The party against whom the testing services rules shall bear all costs of the third party testing service. If the third party testing service determines that the Products are Non-conforming Products, Polyzen shall send Company deemed a return material authorization, and at its sole expense, arrange for, and accept from Company, the return of any non-compliant, damaged or defective Non-conforming Product and ship to Company compliant, non-damaged and non-defective Product as replacement for such returned Non-conforming ProductLatent Defect. In the event Polyzen becomes aware the Failure to provide a Rejection Notice to Jubilant within the applicable 30-day period shall constitute acceptance by Cadista of the shipment, unless mutually agreed between the two parties. (“Accepted Product”). Rejection Notices that are provided by Cadista shall state in reasonable detail (sufficient to enable Jubilant to identify the nature of the problem for tests or studies to be conducted by or on its behalf or to dispute the same) the reason why Cadista believes the Product does not conform to its Specifications and/or the Product warranties contained in Section 8.1. Cadista shall, within fifteen (15) Business Days of the delivery by Cadista of any such Rejection Notice, provide samples of the Product supplied may be Non-conforming Products despite quality assurance activitiesbeing rejected, Polyzen shall immediately notify Company in writingif appropriate, and copies of written reports relating to tests, studies or investigations performed to date by or on behalf of Cadista on the Product being rejected.

Acceptance and Rejection of Products. Upon Company’s receipt (a) Jubilant shall notify Cadista in writing of each delivery its rejection of any Product delivered in accordance with the terms and conditions set forth herein, Company shall inspect such Product for non- conformance, defects and damages as per its Specifications supplied to it pursuant to this Agreement (“Non-conforming ProductsRejection Notice”) and furnish to Polyzen as follows: (i) in the case of defects that are readily discoverable upon a reasonably detailed writing any bona fide claim Company has in connection with such Non-conforming Products physical inspection of a Product shipment, Jubilant shall deliver a Rejection Notice within thirty (30) calendar days after Jubilant or its receipt thereof designated facility has received such Product shipment, or (“Non-conforming Products Notice Period”). Failure to give written notice within the Non-conforming Products Notice Period shall constitute acceptance of Products by Company as delivered, except ii) in the case of a latent Non-conforming Products that: (i) would defect or any defect that was not have been revealed by obvious and could not be readily discovered from a timely physical inspection in accordance with customary and reasonable procedures of the Product supplied (“Latent Non-Conforming ProductsDefect”), and Jubilant shall deliver a Rejection Notice within thirty (ii30) are calendar days of the subject date that Jubilant discovers such defect. The notification by customer or a returns processor of a written notice defect to Polyzen in reasonable detail within seven (7) business days of Company’s initial knowledge thereof (“Latent Non-conforming Products Notice Period”), provided however that COMPANY shall provide notice of such Latent Non-Conforming Products no later than the shelf-life of the product as defined in the FDA approved Product labeling. If Company submits a claim to Polyzen within the Non-conforming Products Notice Period or the Latent Non-conforming Products Notice Period, as applicable, Polyzen will, promptly upon receipt of such claim, contact Company to discuss and evaluate the validity of such claim. At Polyzen’s sole discretion, it may request that Company deliver to Polyzen a sample of the potentially defective Product for evaluation. If, upon concluding its evaluation of such Product, Polyzen reasonably determines that such Product is Non-conforming Product, Polyzen shall send Company a return material authorization, and at its sole expense, arrange for, and accept from Company, the return of any Non-conforming Product and ship to Company compliant, non-damaged and non-defective Product as replacement for such returned Non-conforming Product. If Polyzen disagrees with Company’s determination that a Product is a defective Non-conforming Product, the parties will first use good faith efforts to settle such dispute within twenty (20) business days of Company’s claim. If the parties are unable to resolve such dispute within such twenty (20)-business day period, such Product Jubilant shall be submitted to a mutually acceptable third party testing service, which shall determine whether treated as the date of discovery and such Product meets the Specifications, and the parties agree that such testing service’s determination defect shall be final and binding on the parties. The party against whom the testing services rules shall bear all costs of the third party testing service. If the third party testing service determines that the Products are Non-conforming Products, Polyzen shall send Company deemed a return material authorization, and at its sole expense, arrange for, and accept from Company, the return of any non-compliant, damaged or defective Non-conforming Product and ship to Company compliant, non-damaged and non-defective Product as replacement for such returned Non-conforming ProductLatent Defect. In the event Polyzen becomes aware the Failure to provide a Rejection Notice to Cadista within the applicable 30-day period shall constitute acceptance by Jubilant of the shipment, unless mutually agreed between the two parties. (“Accepted Product”). Rejection Notices that are provided by Jubilant shall state in reasonable detail (sufficient to enable Cadista to identify the nature of the problem for tests or studies to be conducted by or on its behalf or to dispute the same) the reason why Jubilant believes the Product does not conform to its Specifications and/or the Product warranties contained in Section 8.1. Jubilant shall, within fifteen (15) Business Days of the delivery by Jubilant of any such Rejection Notice, provide samples of the Product supplied may be Non-conforming Products despite quality assurance activitiesbeing rejected, Polyzen shall immediately notify Company in writingif appropriate, and copies of written reports relating to tests, studies or investigations performed to date by or on behalf of Jubilant on the Product being rejected.