Consignment Arrangement Sample Clauses

Consignment Arrangement. 3.1.1 During the Term, Adolor will ship Product in finished form to GSK to be held on consignment for Adolor. Subject to Section 3.2.5, Adolor will ship, in sufficient quantities to meet the anticipated orders, the Products to a GSK distribution facility as may be designated by GSK in writing to Adolor from time to time (the “GSK Facility”). The written designation from GSK will be sent to Adolor with commercially reasonable lead time to allow Adolor to approve any such proposed GSK Facility in accordance with Adolor’s vendor approval system, such approval not to be unreasonably withheld, and to allow the Parties to update their systems. Adolor will ship the Product to the GSK Facility via a carrier approved in accordance with Adolor’s vendor approval system. For each shipment of Product delivered by Adolor to GSK, Adolor will provide GSK with a Certificate of Compliance for each such shipment. Adolor acknowledges that GSK is entitled to rely on the Certificate of Compliance as part of criteria to release the Products into interstate commerce. GSK will promptly visually inspect each shipment of the Products for external damage or loss in transit and notify Adolor in the event such damage or loss has occurred. Within [**] days following receipt of the Products at the GSK Facility, GSK will notify Adolor whether the shipped Product is in conformity with the GSK Quality Assurance Requirements and, if so, its acceptance, in whole or in part, thereof. GSK will be under no obligation to accept any shipment, in whole or in part, of Product that does not conform to the GSK Quality Assurance Requirements. GSK shall have the right to revoke acceptance of any shipped Product if it later discovers non-obvious defects not reasonably discoverable at the time of receipt. [**] =Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 3.1.2 Adolor will at all times be the owner of the Products and will retain title and risk of loss to the Product until such time as GSK ships Product to a Third Party on Adolor’s behalf. 3.1.3 Adolor and GSK agree to the quality obligations and requirements set forth on Schedule 3.1.1 with respect to the Products. 3.1.4 From time to time as Adolor may elect during the Term [**], during normal business hours and upon reasonable advance notice from Adolor (but not less than ten (10) Business Days’ notice), GSK shall permit duly au...