Common use of ACCEPTANCE AND REJECTION Clause in Contracts

ACCEPTANCE AND REJECTION. Purchaser shall have the right to test at its expense, using testing procedures agreed upon by the Parties and set forth in the specifications for the applicable Component, a portion of each shipment of Components to confirm that such shipment meets the applicable specifications. Where it is required by local regulations, further testing on importation in accordance with the applicable specifications shall be carried out by Purchaser. If Purchaser rejects in whole or in part any nonconforming shipment of Components, Purchaser shall immediately provide Supplier written notice of such rejection. If Supplier agrees with Purchaser's determination that a shipment of Components does not comply with applicable specifications, Supplier shall use Reasonable [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Efforts to replace the nonconforming Components, at no additional cost to Purchaser. If Supplier reasonably disputes Purchaser's conclusion that such Components do not meet the applicable specifications, Supplier shall use Reasonable Efforts to replace such shipment of Components to Purchaser, at Purchaser's expense. If Supplier disagrees with Purchaser's determination that the rejected shipment did not meet the applicable specifications, a sample of the rejected shipment shall be submitted to an independent, qualified Third Party laboratory that is mutually acceptable and selected by the Parties promptly in good faith. Such laboratory shall determine whether the rejected Components (as applicable) meet the applicable specifications, and such laboratory's determination shall be final and determinative for purposes of this Agreement. The Party against whom the laboratory rules shall bear all costs of the laboratory testing. If the laboratory rules that the shipment of Components failed to meet the applicable specifications, at Purchaser's choice, the price paid by Purchaser for such nonconforming shipment shall be reimbursed to Purchaser (provided Purchaser paid for such shipment) or Components meeting the applicable specifications shall be shipped to Purchaser by Supplier. If the laboratory rules the rejected shipment of Components met the applicable specifications, then Purchaser shall accept such shipment (including all costs of shipping and insurance). Shipments of Components not meeting the applicable specifications may, at Supplier's option and expense, be returned to Supplier or destroyed by Purchaser. If Supplier has acknowledged in writing that it is unable to produce conforming Components, any sums actually paid therefor will be refunded with interest, and the supply problem will be resolved in accordance with Section 3.7. The remedy of replacement or refund is available only if such nonconformance was not caused by Purchaser's misuse, unauthorized modifications, neglect, improper testing or improper storage, including without limitation storage at inappropriate temperatures, of such shipment of Components.

ACCEPTANCE AND REJECTION. Purchaser Leiner shall have the right give written notice to test at its expense, using testing procedures agreed upon by the Parties and set forth in the specifications for the applicable Component, a portion Impax of each shipment any non-compliance of Components to confirm that such shipment meets the applicable specifications. Where it is required by local regulations, further testing on importation in accordance txx Xxxduct with the applicable specifications shall be carried out by Purchaser. If Purchaser rejects in whole or in part any nonconforming shipment terms of Componentsthis Agreement, Purchaser shall immediately provide Supplier written notice promptly upon the earlier of (i) its becoming aware of such rejectionnon-compliance or (ii) the date it should have become aware of such non-compliance. If Supplier agrees with Purchaser's determination Failure to provide such notice within thirty (30) days after knowledge of such non-compliance shall constitute acceptance thereof. Any notice by Leiner that a shipment of Components any Product does not comply with applicable specifications, Supplier the terms and conditionx xxxxof shall use Reasonable [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDEDbe accompanied by a true and correct copy of the results of any tests conducted by Leiner thereon. Efforts Leiner and Impax shall cooperate in good faith to replace rexxxxx any disputxx xxxsing therefrom and in the nonconforming Components, at no additional cost to Purchaser. If Supplier reasonably disputes Purchaser's conclusion that such Components do not meet the applicable specifications, Supplier shall use Reasonable Efforts to replace such shipment of Components to Purchaser, at Purchaser's expense. If Supplier disagrees with Purchaser's determination event that the rejected shipment did not meet the applicable specifications, a sample of the rejected shipment parties shall be submitted unable to an independentresolve such dispute within thirty (30) calendar days from the date of Impax's receipt of Leiner's notice of such non-compliance, qualified Third Party the parties shall submit sucx xxxxxxe to a mutually agreed-upon independent laboratory. The determination by such laboratory that is mutually acceptable and selected by the Parties promptly in good faith. Such laboratory shall determine whether the rejected Components (as applicable) meet the applicable specifications, and such laboratory's determination shall be final and determinative for purposes binding and the costs therefor shall be borne by the non-prevailing party. Leiner shall not dispose of this Agreementany Product claimed to be non-compliant xxxxx final resolution of any dispute with respect thereto or Impax's written consent. The Party against whom In the laboratory rules shall bear all costs event Leiner requests Impax's consent to destroy a reasonable percentage ox xxxxuted Product and Impax declines, Impax will pay one hundred percent (100%) of the laboratory testingstorage costs allocated to such Product if Leiner is the prevailing party in the dispute. If Leiner is not the laboratory rules that xxxxxxling party, Leiner shall pay one hundred perxxxx (100%) of the shipment of Components failed to meet the applicable specificationsstorage costs. Imxxx xxall promptly replace any non-compliant Product, with compliant Product, at PurchaserImpax's choice, the price paid by Purchaser for such nonconforming shipment shall be reimbursed to Purchaser (provided Purchaser paid for such shipment) or Components meeting the applicable specifications shall be shipped to Purchaser by Supplier. If the laboratory rules the rejected shipment of Components met the applicable specifications, then Purchaser shall accept such shipment (including all costs of shipping and insurance). Shipments of Components not meeting the applicable specifications may, at Supplier's option sole cost and expense, be returned to Supplier or destroyed by Purchaser. If Supplier has acknowledged in writing that it is unable to produce conforming Components, any sums actually paid therefor will be refunded with interest, and the supply problem will be resolved in accordance with Section 3.7. The remedy of replacement or refund is available only if such nonconformance was not caused by Purchaser's misuse, unauthorized modifications, neglect, improper testing or improper storage, including without limitation storage at inappropriate temperatures, of such shipment of Components.

ACCEPTANCE AND REJECTION. Purchaser Jubilant shall have be entitled to reject any shipment of Products that fails to conform to the right Product Specifications or Packaging Specifications at the time of delivery to test at its expenseJubilant. Jubilant shall notify Cadista of such rejection within thirty (30) days after delivery of such Products shipment to Jubilant, using testing procedures agreed upon by the Parties and shall set forth in such notification the specifications basis under this Agreement for such rejection, including any testing or inspection results, provided, however, that in the applicable Componentevent any such non-conformity is latent or was not obvious and could not be readily discovered from a physical inspection of the Products shipment, Jubilant may give written notice to Cadista of its rejection of such shipment within thirty (30) days after Jubilant's discovery of such non-conformance. Failure to so notify Cadista, or failure to identify the basis under this Agreement for rejection of any Product, shall constitute acceptance of such Product, except to the extent the Product fails to conform to the Product Specifications or Packaging Specifications as the case may be. After such failure to notify, Jubilant shall be obligated to make payment for such Product in accordance with pricing provisions of this Agreement. If the parties disagree as to whether any Product meets the Product Specifications or Packaging Specifications and the parties are unable to negotiate a portion commercially reasonable resolution, then samples and/or batch records, as appropriate, from the disputed shipment shall promptly be submitted for testing and evaluation to an independent Third Party as shall be agreed to in writing by both parties. The determination of each shipment of Components such Third Party as to confirm that such whether the disputed Product shipment meets the applicable Product Specifications or Packaging Specifications shall be final and binding. The cost of the testing and evaluation by the independent third party shall be borne by the party whose position is found to be erroneous. If, pursuant to this Section 3.2, any Products are found not to conform to the Product Specifications or Packaging Specifications, as a result of a cause occurring prior to placement thereof with the carrier (and not arising as a result of the Materials being defective or failing to meet their respective specifications. Where it is required by local regulations), further testing on importation at Cadista’s option, Jubilant shall either (i) deliver such non-conforming Products to Cadista or (ii) destroy such non-conforming Products in accordance with applicable laws, rules and regulations. Cadista shall reimburse Jubilant for all reasonable costs and expenses in connection such delivery or destruction, and, at Cadista’s option and as Jubilant’s exclusive remedy, Cadista shall either: (i) credit Jubilant for the applicable specifications shall be carried out amount paid or payable by Purchaser. If Purchaser rejects in whole or in part any nonconforming Jubilant to Cadista for such rejected Product shipment of Components, Purchaser shall immediately provide Supplier written notice (and reimburse Jubilant for the Material of such rejection. If Supplier agrees rejected batch at Jubilant’s cost for such Materials), or (ii) replace such rejected Product shipment (with Purchaser's determination that a Cadista paying Jubilant for all Materials or such replacement shipment of Components does not comply with applicable specifications, Supplier shall use Reasonable [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Efforts in an amount equal to replace the nonconforming ComponentsJubilant’s cost), at no additional cost to Purchaser. If Supplier Jubilant, as promptly as reasonably disputes Purchaser's conclusion that such Components do not meet the applicable specificationspracticable, Supplier shall use Reasonable Efforts to replace but in no event later than forty-five (45) days from receipt of notice of non-conformity of such shipment from Jubilant. Jubilant shall notify Cadista in writing of Components any claim relating to Purchaser, at Purchaser's expensequantitative deficiencies in any shipment of Product that Jubilant considers to have been caused prior to shipment hereunder within thirty (30) days following receipt of any such shipment. If Supplier disagrees with Purchaser's determination that the rejected shipment did Any claim for a quantitative deficiency which is not meet the applicable specifications, a sample of the rejected shipment made within such thirty (30) days shall be submitted deemed to an independent, qualified Third Party laboratory that is mutually acceptable have been waived by Jubilant and selected by the Parties promptly in good faith. Such laboratory shall determine whether the rejected Components (as applicable) meet the applicable specifications, and such laboratory's determination Jubilant shall be final and determinative obligated to make payment for purposes such Product in accordance with Section 5 of this Agreement. The Party against whom In the laboratory rules event Jubilant determines there is a quantitative deficiency from the applicable shipping documentation, the parties shall bear all costs investigate such deficiency and, if the parties agree that such deficiency occurred prior to shipment, Cadista shall, at Jubilant’s option and as Jubilant’s exclusive remedy for such quantitative deficiency, (a) credit Jubilant for the amount paid by Jubilant to Cadista in excess of the laboratory testing. If aggregate price for actual quantities shipped; or (b) subject to Cadista having Product on hand at the laboratory rules that time of request by Jubilant, rectify any such deficiency by promptly shipping the shipment appropriate quantities of Components failed any relevant Product to meet Jubilant, but in no event later than fifteen (15) calendar days following the applicable specificationsoccurrence of such a deficiency, at Purchaser's choice, the price paid by Purchaser for such nonconforming shipment in which case Jubilant shall be reimbursed obligated to Purchaser (provided Purchaser paid pay for any such shipment) or Components meeting the applicable specifications shall be shipped quantities pursuant to Purchaser by Supplier. If the laboratory rules the rejected shipment Section 5 of Components met the applicable specifications, then Purchaser shall accept such shipment (including all costs of shipping and insurance). Shipments of Components not meeting the applicable specifications may, at Supplier's option and expense, be returned to Supplier or destroyed by Purchaser. If Supplier has acknowledged in writing that it is unable to produce conforming Components, any sums actually paid therefor will be refunded with interest, and the supply problem will be resolved in accordance with Section 3.7. The remedy of replacement or refund is available only if such nonconformance was not caused by Purchaser's misuse, unauthorized modifications, neglect, improper testing or improper storage, including without limitation storage at inappropriate temperatures, of such shipment of Componentsthis Agreement.

ACCEPTANCE AND REJECTION. Purchaser shall have Buyer may reject any Product that does not conform to the right Specifications or to test at its expensethe Product Warranties. To reject a Product, using testing procedures agreed upon by the Parties and set forth in the specifications for the applicable Component, a portion of each shipment of Components to confirm that such shipment meets the applicable specifications. Where it is required by local regulations, further testing on importation in accordance with the applicable specifications shall be carried out by Purchaser. If Purchaser rejects in whole or in part any nonconforming shipment of Components, Purchaser shall immediately provide Supplier Buyer must give written notice of rejection to Supplier within sixty (60) days after receipt of such Product or, in the case of a Latent Defect, within sixty (60) days after Buyer becomes aware of such Latent Defect, which notice shall specify Buyer’s reason for rejection. If Supplier agrees with Purchaser's determination that no such notice of rejection is received within sixty (60) days after receipt of the Product or, in the case of a Latent Defect, within sixty (60) days after Buyer becomes aware of such Latent Defect, Buyer shall be deemed to have accepted such shipment of Components does Products, provided that, notwithstanding any acceptance or deemed acceptance of Products, the Product Warranties shall continue to cover the Supplier Product. Any Product rejected by Buyer will be returned to Supplier at Supplier’s request and expense within sixty (60) days after receipt of such Product or, in the case of a Latent Defect, within sixty (60) days after Buyer becomes aware of such Latent Defect. Whether or not comply with applicable specificationsSupplier accepts Buyer’s basis for rejection, Supplier shall use Reasonable [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Efforts to replace the nonconforming Components, will supply replacement Product within thirty (30) days of notice of rejection at no additional cost to Purchasercost. If Supplier reasonably disputes Purchaser's conclusion that such Components do not meet the applicable specificationsWithin thirty (30) days after receiving any notice of rejection from Buyer, Supplier shall use Reasonable Efforts will respond stating whether (a) it accepts the rejection or (b) it disputes the rejection, in which case the parties will refer such dispute to replace such shipment of Components a mutually acceptable independent third party with the appropriate expertise to Purchaser, at Purchaser's expense. If Supplier disagrees with Purchaser's determination that assess the rejected shipment did not meet the applicable specifications, a sample conformity or non-conformity of the rejected shipment shall be submitted Product to an independent, qualified Third Party laboratory that is mutually acceptable and selected by the Parties promptly in good faithProduct Warranties. Such laboratory independent third party shall examine or test the applicable Products and shall determine whether such Products conformed or did not conform to the rejected Components (as applicable) meet the applicable specifications, and Product Warranties. The parties agree that such laboratory's third party’s determination shall be final and determinative for purposes of this Agreementbinding upon the parties. The Party party against whom the laboratory independent third party rules shall bear all the costs of the laboratory testing. If the laboratory rules that the shipment of Components failed to meet the applicable specifications, at Purchaser's choice, the price paid testing by Purchaser for such nonconforming shipment shall be reimbursed to Purchaser (provided Purchaser paid for such shipment) or Components meeting the applicable specifications shall be shipped to Purchaser by Supplier. If the laboratory rules the rejected shipment of Components met the applicable specifications, then Purchaser shall accept such shipment (including all costs of shipping and insurance). Shipments of Components not meeting the applicable specifications may, at Supplier's option and expense, be returned to Supplier or destroyed by Purchaser. If Supplier has acknowledged in writing that it is unable to produce conforming Components, any sums actually paid therefor will be refunded with interestindependent third party, and the supply problem will be resolved in accordance with Section 3.7. The remedy of replacement or refund is available only if such nonconformance third party determines that Buyer’s rejection of the Products was not caused by Purchaser's misuseincorrect, unauthorized modifications, neglect, improper testing or improper storage, including without limitation storage at inappropriate temperatures, of such shipment of ComponentsBuyer will purchase and pay for both the initially rejected Products and the replacement Products.

ACCEPTANCE AND REJECTION. Purchaser Except as provided herein, Customer shall accept all Product delivered in accordance with the terms and conditions of this Agreement. Customer may reject any shipment of Product if such shipment does not comply with the warranties set forth in Section 4.2. In order to reject a shipment, Customer must give written notice to Supplier within [ * ] after Customer’s receipt of the shipment following sterilization thereof by or on behalf of Customer after shipment by Supplier, together with a reasonably detailed written statement of its reasons for rejection and, where appropriate, Product samples demonstrating the proposed nonconformance. If no such written notice is received by Supplier, then Customer shall be deemed to have accepted the shipment of Product; provided that with respect to any Product that fails to comply with the warranties in Section 4.2, which noncompliance was not discoverable upon Customer’s reasonable inspection and testing following sterilization (a “Latent Defect”), Customer shall have the right to test at its expense, using testing procedures agreed upon by the Parties revoke such acceptance and set forth in the specifications for the applicable Component, a portion of each shipment of Components to confirm that reject such shipment meets within [ * ] after becoming aware of some noncompliance. In the applicable specifications. Where event of proper rejection by Customer, Supplier shall, within a reasonable period of time (not to exceed [ * ]), notify Customer of whether it is required by local regulations, further testing on importation in accordance with the applicable specifications shall be carried out by Purchaser. If Purchaser rejects in whole or in part any nonconforming shipment of Components, Purchaser shall immediately provide Supplier written accepts Customer’s notice of such rejectionnonconformity. If Supplier agrees disagrees with Purchaser's determination that any proposed nonconformity by Customer, then both parties agree to cooperate and make every reasonable effort to resolve the disagreement, and if the parties are unable to resolve the disagreement within [ * ], the proposed nonconforming Product will be submitted to a shipment of Components does mutually acceptable independent third party laboratory, whose decision will be final and binding on the parties. The party against whom the laboratory rules shall bear all costs charged by the laboratory. If Supplier or the laboratory confirms Customer’s rejection, Supplier shall, at Customer’s sole option, and in a reasonably prompt manner, either (i) replace (if it has not comply already done so) the nonconforming Product with applicable specificationsconforming Product, or (ii) credit to Customer the purchase price and all other amounts (including shipping and insurance) paid by Customer therefor. Replacement shipments shall also be subject to the provisions and procedures contained in this Agreement. If Supplier decides to recall (from Customer) any Product supplied to Customer, Supplier shall use Reasonable [*immediately notify Customer and will reimburse Customer for the price paid by Customer for the recalled Product, and any shipping and insurance paid by Customer. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 24B-2 OF THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED. Efforts to replace the nonconforming Components, at no additional cost to Purchaser. If Supplier reasonably disputes Purchaser's conclusion that such Components do not meet the applicable specifications, Supplier shall use Reasonable Efforts to replace such shipment of Components to Purchaser, at Purchaser's expense. If Supplier disagrees with Purchaser's determination that the rejected shipment did not meet the applicable specifications, a sample of the rejected shipment shall be submitted to an independent, qualified Third Party laboratory that is mutually acceptable and selected by the Parties promptly in good faith. Such laboratory shall determine whether the rejected Components (as applicable) meet the applicable specifications, and such laboratory's determination shall be final and determinative for purposes of this Agreement. The Party against whom the laboratory rules shall bear all costs of the laboratory testing. If the laboratory rules that the shipment of Components failed to meet the applicable specifications, at Purchaser's choice, the price paid by Purchaser for such nonconforming shipment shall be reimbursed to Purchaser (provided Purchaser paid for such shipment) or Components meeting the applicable specifications shall be shipped to Purchaser by Supplier. If the laboratory rules the rejected shipment of Components met the applicable specifications, then Purchaser shall accept such shipment (including all costs of shipping and insurance). Shipments of Components not meeting the applicable specifications may, at Supplier's option and expense, be returned to Supplier or destroyed by Purchaser. If Supplier has acknowledged in writing that it is unable to produce conforming Components, any sums actually paid therefor will be refunded with interest, and the supply problem will be resolved in accordance with Section 3.7. The remedy of replacement or refund is available only if such nonconformance was not caused by Purchaser's misuse, unauthorized modifications, neglect, improper testing or improper storage, including without limitation storage at inappropriate temperatures, of such shipment of Components.

ACCEPTANCE AND REJECTION. Purchaser shall have the right to test at its expense, using testing procedures agreed upon by the Parties and set forth in the specifications for the applicable Component, a portion of each shipment of Components to confirm that such shipment meets the applicable specifications. Where it is required by local regulations, further testing on importation in accordance with the applicable specifications shall be carried out by Purchaser. If Purchaser rejects in whole or in part any nonconforming shipment of Components, Purchaser shall immediately provide Supplier written notice of such rejectionrejection no later than thirty (30) days after receipt of such shipment of Components. If Purchaser fails to provide Supplier with such notice of rejection within such thirty (30) day inspection period, Purchaser shall be deemed to have accepted the applicable shipment of Components. If Supplier agrees with Purchaser's determination that a shipment of Components does not comply with applicable specifications, Supplier shall use Reasonable [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Supplier shall use Reasonable Efforts to replace the nonconforming Components, at no additional cost to Purchaser. If Supplier reasonably disputes Purchaser's conclusion that such Components do not meet the applicable specifications, Supplier shall use Reasonable Efforts to replace such shipment of Components to Purchaser, at Purchaser's expense. If Supplier disagrees with Purchaser's determination that the rejected shipment did not meet the applicable specifications, a sample of the rejected shipment shall be submitted to an independent, qualified Third Party laboratory that is mutually acceptable and selected by the Parties promptly in good faith. Such laboratory shall determine whether the rejected Components (as applicable) meet the applicable specifications, and such laboratory's determination shall be final and determinative for purposes of this Agreement. The Party against whom the laboratory rules shall bear all costs of the laboratory testing. If the laboratory rules that the shipment of Components failed to meet the applicable specifications, then at Purchaser's choice, the price paid by Purchaser for such nonconforming shipment shall be reimbursed to Purchaser (provided Purchaser paid for such shipment) or Components meeting the applicable specifications shall be shipped shipped. If the laboratory rules that the Components do not meet the applicable specifications, and if Supplier is unable to produce conforming Components, any sums actually paid therefore shall be refunded to Purchaser by Supplierwith interest. At such time, the Parties will discuss in good faith potential solutions to the supply problem. If the laboratory rules the rejected shipment of Components met the applicable specifications, then Purchaser shall accept such shipment (including all costs of shipping and insurance). Shipments of Components not meeting the applicable specifications may, at Supplier's option and expense, be returned to Supplier or destroyed by Purchaser. If Supplier has acknowledged in writing that it is unable to produce conforming Components, any sums actually paid therefor will be refunded with interest, and the supply problem will be resolved in accordance with Section 3.7. The remedy of replacement or refund is available only if such nonconformance was not caused by Purchaser's misuse, unauthorized modifications, neglect, improper testing or improper storage, including without limitation storage at inappropriate temperatures, of such shipment of Components.and

ACCEPTANCE AND REJECTION. Purchaser Except as provided herein, Customer shall accept all Product delivered in accordance with the terms and conditions of this Agreement. Customer may reject any shipment of Product if such shipment does not comply with the warranties set forth in Section 4.2. In order to reject a shipment, Customer must give written notice to Supplier within [ * ] after Customer’s receipt of the shipment following sterilization thereof by or on behalf of Customer after shipment by Supplier, together with a reasonably detailed written statement of its reasons for rejection and, where appropriate, Product samples demonstrating the proposed nonconformance. If no such written notice is received by Supplier, then Customer shall be deemed to have accepted the shipment of Product; provided that with respect to any Product that fails to comply with the warranties in Section 4.2, which noncompliance was not discoverable upon Customer’s reasonable inspection and testing following sterilization (a “Latent Defect”), Customer shall have the right to test at its expense, using testing procedures agreed upon by the Parties revoke such acceptance and set forth in the specifications for the applicable Component, a portion of each shipment of Components to confirm that reject such shipment meets within [ * ] after becoming aware of some noncompliance. In the applicable specifications. Where event of proper rejection by Customer, Supplier shall, within a reasonable period of time (not to exceed [ * ]), notify Customer of whether it is required by local regulations, further testing on importation in accordance with the applicable specifications shall be carried out by Purchaser. If Purchaser rejects in whole or in part any nonconforming shipment of Components, Purchaser shall immediately provide Supplier written accepts Customer’s notice of such rejectionnonconformity. If Supplier agrees disagrees with Purchaser's determination that any proposed nonconformity by Customer, then both parties agree to cooperate and make every reasonable effort to resolve the disagreement, and if the parties are unable to resolve the disagreement within [ * ], the proposed nonconforming Product will be submitted to a shipment of Components does not comply with applicable specificationsmutually acceptable independent third party laboratory, whose decision will be final and binding on the parties. The party against whom the laboratory rules shall bear all costs charged by the laboratory. If Supplier or the laboratory confirms Customer’s rejection, Supplier shall, at Customer’s sole option, and in a reasonably prompt manner, either (i) replace (if it has not already done so) the nonconforming Product with conforming Product, or (ii) credit to Customer the purchase price and all other amounts (including shipping and insurance) paid by Customer therefor. Replacement shipments shall use Reasonable [*also be subject to the provisions and procedures contained in this [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 24B-2 OF THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED. Efforts to replace the nonconforming Components, at no additional cost to PurchaserAgreement. If Supplier reasonably disputes Purchaser's conclusion that such Components do not meet the applicable specificationsdecides to recall (from Customer) any Product supplied to Customer, Supplier shall use Reasonable Efforts to replace such shipment of Components to Purchaser, at Purchaser's expense. If Supplier disagrees with Purchaser's determination that the rejected shipment did not meet the applicable specifications, a sample of the rejected shipment shall be submitted to an independent, qualified Third Party laboratory that is mutually acceptable immediately notify Customer and selected by the Parties promptly in good faith. Such laboratory shall determine whether the rejected Components (as applicable) meet the applicable specifications, and such laboratory's determination shall be final and determinative will reimburse Customer for purposes of this Agreement. The Party against whom the laboratory rules shall bear all costs of the laboratory testing. If the laboratory rules that the shipment of Components failed to meet the applicable specifications, at Purchaser's choice, the price paid by Purchaser Customer for such nonconforming shipment shall be reimbursed to Purchaser (provided Purchaser paid for such shipment) or Components meeting the applicable specifications shall be shipped to Purchaser by Supplier. If the laboratory rules the rejected shipment of Components met the applicable specificationsrecalled Product, then Purchaser shall accept such shipment (including all costs of and any shipping and insurance). Shipments of Components not meeting the applicable specifications may, at Supplier's option and expense, be returned to Supplier or destroyed insurance paid by Purchaser. If Supplier has acknowledged in writing that it is unable to produce conforming Components, any sums actually paid therefor will be refunded with interest, and the supply problem will be resolved in accordance with Section 3.7. The remedy of replacement or refund is available only if such nonconformance was not caused by Purchaser's misuse, unauthorized modifications, neglect, improper testing or improper storage, including without limitation storage at inappropriate temperatures, of such shipment of ComponentsCustomer.

ACCEPTANCE AND REJECTION. Purchaser Within [***] days following receipt of each delivery of Device supplied under the Supply Agreement, TRANSCEPT or its designee may conduct an inspection of the Device and may reject such quantities of the Device on the grounds that such quantities (i) fail to conform with the applicable shipping requirements as specified under the applicable purchase order placed by TRANSCEPT or its designee in accordance with the Supply Agreement or (ii) fail to conform to any product warranty for the Device provided under the Supply Agreement (“Non-Conforming Devices”). TRANSCEPT shall have notify SNBL in writing of any Non-Conforming Devices within such [***] day period following receipt of each delivery of Device supplied under the right to test Supply Agreement or, if such nonconformity is not evident upon reasonable physical inspection, within [***] days after discovery of such nonconformity. To the extent such Devices constitute Non-Conforming Devices, SNBL shall promptly replace, at its expense, using testing procedures agreed upon by each such Non-Conforming Device with a Device conforming to the Parties and set forth in the specifications product warranties for the applicable ComponentDevice provided under the Supply Agreement. Upon request from SNBL, a portion of each shipment of Components to confirm that such shipment meets the applicable specifications. Where it is required by local regulations, further testing on importation TRANSCEPT shall return any Non-Conforming Device in accordance with the applicable specifications shall be carried out by Purchaser. If Purchaser rejects in whole or in part any nonconforming shipment of Components, Purchaser shall immediately provide Supplier written notice of such rejection. If Supplier agrees with Purchaser's determination that a shipment of Components does not comply with applicable specifications, Supplier shall use Reasonable [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Efforts to replace the nonconforming Components, SNBL’s instructions at no additional cost to Purchaser. If Supplier reasonably disputes Purchaser's conclusion that such Components do not meet the applicable specifications, Supplier shall use Reasonable Efforts to replace such shipment of Components to Purchaser, at Purchaser's SNBL’s expense. If Supplier disagrees with Purchaser's determination that the rejected shipment did not meet the applicable specificationsParties disagree as to whether any quantities of Devices are Non-Conforming Devices, TRANSCEPT shall submit a sample of the rejected relevant shipment shall be submitted of Non-Conforming Devices to an independent, qualified Third Party independent testing laboratory that is mutually acceptable and of recognized repute selected by TRANSCEPT and approved by SNBL, such approval not to be unreasonably withheld, delayed or conditioned, for analysis of whether such Device constitutes a Non-Conforming Device. The costs associated with such analysis by such independent testing laboratory will be paid by the Parties promptly in good faith. Such laboratory shall determine Party whose assessment of whether the rejected Components (as applicable) meet Device constituted a non-Conforming Device was mistaken. The determination by the applicable specificationsindependent testing laboratory, and such laboratory's determination shall unless clearly erroneous, will be final and determinative for purposes binding. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Execution Copy Recalls: TRANSCEPT shall have the sole responsibility for, and sole control over, initiating and managing any recall or withdrawal of this Agreementany Product, provided that TRANSCEPT shall consult with SNBL and adopt its reasonable comments and suggestions with respect to any recall or withdrawal of Product to the extent resulting from the Device component of Product. The Party against whom the laboratory rules At TRANSCEPT’s request, SNBL shall bear all costs of the laboratory testingcooperate and provide assistance in connection with any such recall or withdrawal. If the laboratory rules that the shipment of Components failed to meet the applicable specificationsAny such recall or withdrawal, at Purchaser's choiceincluding any assistance provided by SNBL, the price paid by Purchaser for such nonconforming shipment shall be reimbursed to Purchaser (provided Purchaser paid for such shipment) or Components meeting the applicable specifications shall be shipped to Purchaser by Supplier. If the laboratory rules the rejected shipment of Components met the applicable specifications, then Purchaser shall accept such shipment (including all costs of shipping and insurance). Shipments of Components not meeting the applicable specifications may, at Supplier's option and TRANSCEPT sole expense, be returned except to Supplier the extent that any such recall or destroyed by Purchaser. If Supplier has acknowledged in writing that it withdrawal is unable to produce conforming Components, a result of any sums actually paid therefor will be refunded with interest, and the supply problem will be resolved in accordance with Section 3.7. The remedy breach of replacement Product warranties for Device or refund is available only if such nonconformance was not caused by Purchaser's misuse, unauthorized modifications, neglect, improper testing SNBL’s negligence or improper storage, including without limitation storage at inappropriate temperatures, of such shipment of Componentsintentional misconduct.

ACCEPTANCE AND REJECTION. Purchaser GWM may reject Product delivered by PharmaChem for failure to comply with the warranties in Section 13 by giving PharmaChem written notice. Any rejection for noncompliance with such warranties that is based on shall be made within thirty (30) days of GWM’s receipt of the Quality Documentation, as such period may be reasonably extended by notice from GWM in the event of investigation of a potential deviation by GWM. GWM will be deemed to have accepted any shipment of Product that it does not reject consistent with the right to test at its expensepreceding timeframe. In case of notice of rejection by GWM, using testing procedures agreed upon by the Parties and set forth in the specifications will cooperate to determine whether rejection was necessary or justified. PharmaChem will notify GWM promptly as to whether it accepts GWM’s basis for the applicable Component, a portion of each shipment of Components to confirm that such shipment meets the applicable specifications. Where it is required by local regulations, further testing on importation in accordance with the applicable specifications shall be carried out by Purchaser. If Purchaser rejects in whole or in part any nonconforming shipment of Components, Purchaser shall immediately provide Supplier written notice of such rejection. If Supplier agrees with Purchaser's determination that a shipment of Components does the Parties disagree whether the Product batch did not comply with applicable specificationsthe warranties, Supplier shall use Reasonable [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Efforts to replace the nonconforming Components, at no additional cost to Purchaser. If Supplier reasonably disputes Purchaser's conclusion that such Components do not meet the applicable specifications, Supplier shall use Reasonable Efforts to replace such shipment of Components to Purchaser, at Purchaser's expense. If Supplier disagrees with Purchaser's determination that the rejected shipment did not meet the applicable specifications, they will submit a sample of the rejected shipment shall be submitted such Product batch and applicable documentation to an independent, qualified Third Party laboratory that is a mutually acceptable and selected by the Parties promptly in good faithindependent third party laboratory. Such third party laboratory shall will determine whether such Product batch conforms with the rejected Components (as applicable) meet the applicable specificationswarranties, and such laboratory's determination shall be final final, binding and determinative for purposes as to whether rejection of this Agreementsuch Product batch was justified. The Party against whom the laboratory third party tester rules shall will bear all costs of the laboratory third party testing. If the laboratory rules that the shipment GWM has given notice of Components failed to meet the applicable specificationsrejection, at Purchaser's choice, the price paid by Purchaser for GWM’s request PharmaChem will use best efforts to replace such nonconforming shipment shall be reimbursed to Purchaser (provided Purchaser paid for such shipment) or Components meeting the applicable specifications shall be shipped to Purchaser by Supplierrejected Product. If the laboratory third party tester rules that a rejected batch meets the rejected shipment warranties, GWM will purchase such batch, irrespective of Components met the applicable specifications, then Purchaser shall accept such shipment (including all costs of shipping and insurance). Shipments of Components not meeting the applicable specifications may, at Supplier's option and expense, be returned to Supplier or destroyed by Purchaserwhether PharmaChem has already replaced it. If Supplier has acknowledged in writing PharmaChem accepts GWM’s basis for rejection or the third party tester rules that a rejected batch did not meet the warranties, PharmaChem will not charge GWM for such batch or for shipping, insurance or freight costs therefor, or will promptly refund any such amounts already paid by GWM. At its election, [ * ], until and unless it is unable to produce conforming Components, any sums actually paid therefor will be refunded finally determined that the batch complied with interest, and the supply problem will be resolved warranties in accordance with Section 3.7. The remedy of replacement or refund is available only if such nonconformance was not caused by Purchaser's misuse, unauthorized modifications, neglect, improper testing or improper storage, including without limitation storage at inappropriate temperatures, of such shipment of Components13.

ACCEPTANCE AND REJECTION. Purchaser GSL may reject API delivered by Degussa for failure to comply with the warranties in Section 13 by giving Degussa written notice. Any rejection for noncompliance with such warranties shall be made within [ * ] days of GSL’s receipt of the Quality Documentation, as such period may be reasonably extended by notice from GSL in the event of investigation of a potential deviation by GSL. GSL will be deemed to have accepted any shipment of API that it does not reject consistent with the right to test at its expensepreceding timeframe. In case of notice of rejection by GSL, using testing procedures agreed upon by the Parties will cooperate to determine whether rejection was necessary or justified. Degussa will notify GSL promptly as to whether it accepts GSL’s basis for any rejection, and set forth in the specifications for the applicable Component, a portion no event later than [ * ] days after receipt of each shipment of Components to confirm that such shipment meets the applicable specifications. Where it is required by local regulations, further testing on importation in accordance with the applicable specifications shall be carried out by Purchaser. If Purchaser rejects in whole or in part any nonconforming shipment of Components, Purchaser shall immediately provide Supplier written GSL’s notice of such rejection. If Supplier agrees with Purchaser's determination that a shipment of Components does the Parties disagree whether the API batch did not comply with the warranties, they will submit a sample of such API batch and applicable specificationsdocumentation to a mutually acceptable independent third-party laboratory. Such third-party laboratory will determine whether such API batch conforms to the warranties, Supplier and such determination shall be final, binding and determinative as to whether rejection of such API batch was justified. The Party against whom the third-party tester rules will bear all costs of the third-party testing. If the third-party tester rules that a rejected batch meets the warranties, GSL will purchase such batch, irrespective of whether Degussa has already replaced it. If Degussa accepts GSL’s basis for rejection or the third-party tester rules that a rejected batch did not meet the warranties, Degussa will not charge GSL for such batch or for shipping, insurance or freight costs therefor, or will promptly refund any such amounts already paid by GSL. At GSL’s request, Degussa will use Reasonable [*its commercially reasonable efforts to replace any rejected API within (i) [ * ] days of the date of Degussa’s acceptance of GSL’s basis for rejection or (ii) [ * ] days after the date of Degussa’s rejection of GSL’s [ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND IS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 24B-2 OF THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED. Efforts to replace the nonconforming ComponentsAMENDED notice of rejection of API; provided that if Degussa does not accept or reject GSL’s notice of rejection of API, at no additional cost to Purchasersuch rejection of API will be deemed accepted by Degussa 15 days after Degussa’s receipt of GSL’s notice. If Supplier reasonably disputes Purchaser's conclusion that such Components do not meet the applicable specifications, Supplier shall use Reasonable Efforts Degussa fails to replace such shipment API within the time period required in the previous sentence, GSL may treat the rejected batch of Components API as a Shortfall pursuant to PurchaserSection 3(f), at Purchaser's expense. If Supplier disagrees with Purchaser's determination until and unless it is finally determined that the rejected shipment did not meet batch complied with the applicable specifications, a sample of the rejected shipment shall be submitted to an independent, qualified Third Party laboratory that is mutually acceptable and selected by the Parties promptly warranties in good faith. Such laboratory shall determine whether the rejected Components (as applicable) meet the applicable specifications, and such laboratory's determination shall be final and determinative for purposes of this Agreement. The Party against whom the laboratory rules shall bear all costs of the laboratory testing. If the laboratory rules that the shipment of Components failed to meet the applicable specifications, at Purchaser's choice, the price paid by Purchaser for such nonconforming shipment shall be reimbursed to Purchaser (provided Purchaser paid for such shipment) or Components meeting the applicable specifications shall be shipped to Purchaser by Supplier. If the laboratory rules the rejected shipment of Components met the applicable specifications, then Purchaser shall accept such shipment (including all costs of shipping and insurance). Shipments of Components not meeting the applicable specifications may, at Supplier's option and expense, be returned to Supplier or destroyed by Purchaser. If Supplier has acknowledged in writing that it is unable to produce conforming Components, any sums actually paid therefor will be refunded with interest, and the supply problem will be resolved in accordance with Section 3.7. The remedy of replacement or refund is available only if such nonconformance was not caused by Purchaser's misuse, unauthorized modifications, neglect, improper testing or improper storage, including without limitation storage at inappropriate temperatures, of such shipment of Components13.

ACCEPTANCE AND REJECTION. Purchaser shall have the right to test at its expense, using testing procedures agreed upon by the Parties and set forth in the specifications for the applicable Component, a portion of each shipment of Components to confirm that such shipment meets the applicable specifications. Where it is required by local regulations, further testing on importation in accordance with the applicable specifications shall be carried out by Purchaser. If Purchaser rejects in whole or in part any nonconforming shipment of Components, Purchaser shall immediately provide Supplier written notice of such rejectionrejection no later than thirty (30) days after receipt of such shipment of Components. If Purchaser fails to provide Supplier with such notice of rejection within such thirty (30) day inspection period, Purchaser shall be deemed to have accepted the applicable shipment of Components. If Supplier agrees with Purchaser's determination that a shipment of Components does not comply with applicable specifications, Supplier shall use Reasonable [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Supplier shall use Reasonable Efforts to replace the nonconforming Components, at no additional cost to Purchaser. If Supplier reasonably disputes Purchaser's conclusion that such Components do not meet the applicable specifications, Supplier shall use Reasonable Efforts to replace such shipment of Components to Purchaser, at Purchaser's expense. If Supplier disagrees with Purchaser's determination that the rejected shipment did not meet the applicable specifications, a sample of the rejected shipment shall be submitted to an independent, qualified Third Party laboratory that is mutually acceptable and selected by the Parties promptly in good faith. Such laboratory shall determine whether the rejected Components (as applicable) meet the applicable specifications, and such laboratory's determination shall be final and determinative for purposes of this Agreement. The Party against whom the laboratory rules shall bear all costs of the laboratory testing. If the laboratory rules that the shipment of Components failed to meet the applicable specifications, then at Purchaser's choice, the price paid by Purchaser for such nonconforming shipment shall be reimbursed to Purchaser (provided Purchaser paid for such shipment) or Components meeting the applicable specifications shall be shipped shipped. If the laboratory rules that the Components do not meet the applicable specifications, and if Supplier is unable to produce conforming Components, any sums actually paid therefore shall be refunded to Purchaser by Supplierwith interest. At such time, the Parties will discuss in good faith potential solutions to the supply problem. If the laboratory rules the rejected shipment of Components met the applicable specifications, then Purchaser shall accept such shipment (including all costs of shipping and insurance). Shipments of Components not meeting the applicable specifications may, at Supplier's option and expense, be returned to Supplier or destroyed by Purchaser. If Supplier has acknowledged in writing that it is unable to produce conforming Components, any sums actually paid therefor will be refunded with interest, and the supply problem will be resolved in accordance with Section 3.7refunded. The remedy of replacement or refund is available only if such nonconformance was not caused by Purchaser's misuse, unauthorized modifications, neglect, improper testing or improper storage, including without limitation storage at inappropriate temperatures, of such shipment of Components.

ACCEPTANCE AND REJECTION. Purchaser shall have the right to test at its expense, using testing procedures agreed upon by the Parties and set forth in the specifications for the applicable Component, a portion of each shipment of Components to confirm that such shipment meets the applicable specifications. Where it is required by local regulations, further testing on importation in accordance with the applicable specifications shall be carried out by Purchaser. If Purchaser rejects in whole or in part any nonconforming shipment of Components, Purchaser shall immediately provide Supplier written notice of such rejection. If Supplier agrees with Purchaser's determination that a shipment of Components does not comply with applicable specifications, Supplier shall use Reasonable [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Efforts to replace the nonconforming Components, at no additional cost to Purchaser. If Supplier reasonably disputes Purchaser's conclusion that such Components do not meet the applicable specifications, Supplier shall use Reasonable Efforts to replace such shipment of Components to Purchaser, at Purchaser's expense. If Supplier disagrees with Purchaser's determination that the rejected shipment did not meet the applicable specifications, a sample of the rejected shipment shall be submitted to an independent, 62. qualified Third Party laboratory that is mutually acceptable and selected by the Parties promptly in good faith. Such laboratory shall determine whether the rejected Components (as applicable) meet the applicable specifications, and such laboratory's determination shall be final and determinative for purposes of this Agreement. The Party against whom the laboratory rules shall bear all costs of the laboratory testing. If the laboratory rules that the shipment of Components failed to meet the applicable specifications, at Purchaser's choice, the price paid by Purchaser for such nonconforming shipment shall be reimbursed to Purchaser (provided Purchaser paid for such shipment) or Components meeting the applicable specifications shall be shipped to Purchaser by Supplier. If the laboratory rules the rejected shipment of Components met the applicable specifications, then Purchaser shall accept such shipment (including all costs of shipping and insurance). Shipments of Components not meeting the applicable specifications may, at Supplier's option and expense, be returned to Supplier or destroyed by Purchaser. If Supplier has acknowledged in writing that it is unable to produce conforming Components, any sums actually paid therefor will be refunded with interest, and the supply problem will be resolved in accordance with Section 3.7. The remedy of replacement or refund is available only if such nonconformance was not caused by Purchaser's misuse, unauthorized modifications, neglect, improper testing or improper storage, including without limitation storage at inappropriate temperatures, of such shipment of Components.