Common use of Inspection of Product Clause in Contracts

Inspection of Product. (a) RPRPI will, or will cause the Designated Manufacturer to, conduct quality control testing and formal release of Product in accordance with the RPRPI standard quality control procedures that are part of the Product Specifications ("RPRPI-Standard QA"), and to provide Watsxx xxxh a certificate of analysis for all batches of Product shipped to Watsxx. Xxlivery of any Product by RPRPI to Watsxx xxxll constitute a certification by RPRPI that the Product conforms to the Product Specifications, except in the case of quarantined shipments, described below. RPRPI may ship Product to Watsxx xxxectly from the Designated Manufacturer's facility, and Watsxx xxxees to accept delivery for Product, in quarantine. Watsxx xxxll store all Product in controlled conditions as specified in the Specifications. In the event a shipment is delivered in quarantine, Watsxx xxxl extract and deliver to RPRPI or the Designated Manufacturer samples of the quarantined shipment pursuant to RPRPI-Standard QA, for quality control testing by RPRPI. Upon satisfactory completion of such RPRPI-Standard QA, RPRPI will, or will cause the Designated Manufacturer to, release such shipment by delivering to Watsxx x xritten notice releasing such shipment, accompanied by a certificate of analysis pertaining to such shipment. In the case of quarantined shipments, such release by RPRPI will constitute a certification by RPRPI that the Product conforms to the Product Specifications. RPRPI will have the right at reasonable times and on reasonable notice to inspect Watsxx'x xxxtribution center for compliance with the aforementioned conditions for storage and treatment of quarantined shipments, but such right may not be exercised more than once in any period of twelve consecutive months unless RPRPI has a good faith reason to believe the Product is not being handled and stored in accordance with the Product Specifications and/or such facility is not in compliance in any material respect with FDA Standards or other applicable law. Such inspection shall be conducted at RPRPI's sole cost and expense in a manner so as reasonably to minimize disruption of Watsxx'x xxxiness operations, provided that Watsxx xxxll reimburse RPRPI for such costs if such inspection reveals a material non-compliance with Product Specifications, FDA Standards or any applicable law. (b) Within fifteen (15) days after receipt of each shipment of Product by Watsxx xx the destination specified in the shipping instructions, Watsxx xxxees to inspect promptly each shipment to determine whether any portion of it does not conform with the applicable purchase order, the Specifications or the representations and warranties of RPRPI set forth in Sections 3.1(a) and (b) hereof. In the event that any portion of any shipment fails to conform to the applicable purchase order, the Specifications or the representations and warranties of RPRPI set forth in Sections 3.1(a) and (b) hereof, Watsxx xxx reject the non-conforming portion of Product by giving prompt written notice to RPRPI within fifteen (15) days after Watsxx'x xxxeipt of such shipment or, if the shipment is a quarantined shipment as specified above, receipt of a certificate of analysis as so specified; provided, however, that in no event shall RPRPI be liable for any such noncompliance arising out of the shipment, storage or handling of the Product following its delivery to the carrier at the manufacturing facility. Such notice shall include a copy of Watsxx'x xxxt results and specify the manner in which Product fails to meet the applicable purchase order, Specifications or representations and warranties. Failing such notification, Watsxx xxxll be deemed to have accepted the shipment of Product, except as to latent defects which could not have been detected in such 15 day period. Such acceptance by Watsxx xxxll not be deemed to be a waiver by Watsxx xx any of the representations or warranties made by RPRPI in Sections 3.1(a) and (b) hereof. (c) Upon giving RPRPI such notification of non-conformance, Watsxx xxxll provide RPRPI with a reasonable opportunity to inspect the Product and make any appropriate adjustment or replacement. Any dispute regarding the proper rejection of a shipment shall be submitted for testing to an independent laboratory to be mutually agreed upon. The independent laboratory shall be mutually agreed upon within seven (7) business days of RPRPI's receipt of the notice of rejection. If the independent laboratory finds that the shipment in question or any part of it did not comply in all material respects with the Specifications or the representations and warranties of RPRPI set forth in Sections 3.1(a) and (b) at the time of delivery to the carrier as required by Section 2.2(g), or if the parties agree that there is a shortage or non-compliance, RPRPI shall use commercially reasonable efforts to cause the Designated Manufacturer forthwith to make up the shortage, if appropriate, or replace any non-conforming Product, such new Product to be shipped to the same destination as the original shipment at RPRPI's expense, and if RPRPI is unable to cause the Designated Manufacturer to do so, it shall promptly refund any money paid by Watsxx xxxh respect to such undelivered or non-complying Product and reimburse Watsxx xxx the costs of shipping such Product. Any non-conforming Product shall, at RPRPI's direction and expense, either be returned by Watsxx xx RPRPI or destroyed by Watsxx (xxd certified as so destroyed by Watsxx). XPRPI's supply of substitute Product which conforms to the Product Specifications, or as the case may be, payment of the refund and reimbursement provided for herein, shall satisfy and discharge any claims or potential claims of Watsxx xxxinst RPRPI with respect to undelivered or non-complying Product in that shipment. (d) With respect to disputes described in subparagraph (c) above, the parties agree to be bound by the independent laboratory's report. Costs of the independent laboratory's activities shall be borne by Watsxx xx the Product in question is found to comply with the Product Specifications and the representations and warranties of RPRPI set forth in Sections 3.1(a) and (b), and by RPRPI if such Product is found not to comply with the Product Specifications or the representations and warranties of RPRPI set forth in Sections 3.1(a) and (b).

Inspection of Product. (a) RPRPI will, or will cause PHARMAPRINT shall authorize its AGENT to inspect each shipment of PRODUCT upon receipt to determine whether the Designated Manufacturer to, conduct quality control testing and formal release of Product PRODUCT included in accordance with the RPRPI standard quality control procedures that are part of the Product Specifications ("RPRPI-Standard QA"), and to provide Watsxx xxxh a certificate of analysis for all batches of Product shipped to Watsxx. Xxlivery of any Product by RPRPI to Watsxx xxxll constitute a certification by RPRPI that the Product such shipment conforms to the Product SpecificationsSPECIFICATIONS. If any production batches of the PRODUCT fail to meet the SPECIFICATIONS, except PHARMAPRINT shall have the right to refuse delivery of or to return such batches. The AGENT shall immediately notify AAI in writing of the case reasons for such rejection. The cost of quarantined shipmentsthe rejected batches (including raw materials, described below. RPRPI may ship Product labor, manufacturing overhead and quality control) or, if applicable, the cost of any rework (which rework must be approved by PHARMAPRINT) will be borne by AAI unless such failure is caused by PHARMAPRINT MANUFACTURING MATERIALS which fail to Watsxx xxxectly from the Designated Manufacturer's facilitymeet SPECIFICATIONS, and Watsxx xxxees spoilage of PHARMAPRINT MANUFACTURING MATERIALS due to accept delivery for Product, in quarantine. Watsxx xxxll store all Product in controlled stability issues or conditions as specified in the Specificationsof shipping. In the event of a shipment is delivered in quarantine, Watsxx xxxl extract and deliver to RPRPI or the Designated Manufacturer samples of the quarantined shipment pursuant to RPRPI-Standard QA, for quality control testing by RPRPI. Upon satisfactory completion of such RPRPI-Standard QA, RPRPI will, or will cause the Designated Manufacturer to, release such shipment by delivering to Watsxx x xritten notice releasing such shipment, accompanied by a certificate of analysis disagreement pertaining to such shipmenta PRODUCT rejection, a third party, independent testing laboratory jointly selected by the parties will determine whether the PRODUCT meets SPECIFICATIONS. In the case of quarantined shipments, such release by RPRPI will constitute a certification by RPRPI that the Product conforms to the Product Specifications. RPRPI will Neither party shall have the right at reasonable times and on reasonable notice to inspect Watsxx'x xxxtribution center for compliance with the aforementioned conditions for storage and treatment burden of quarantined shipments, but proof in such right may not be exercised more than once in any period of twelve consecutive months unless RPRPI has a good faith reason to believe the Product is not being handled and stored in accordance with the Product Specifications and/or such facility is not in compliance in any material respect with FDA Standards or other applicable law. Such inspection shall be conducted at RPRPI's sole cost and expense in a manner so as reasonably to minimize disruption of Watsxx'x xxxiness operations, provided that Watsxx xxxll reimburse RPRPI for such costs if such inspection reveals a material non-compliance with Product Specifications, FDA Standards or any applicable law. (b) Within fifteen (15) days after receipt of each shipment of Product by Watsxx xx the destination specified in the shipping instructions, Watsxx xxxees to inspect promptly each shipment to determine whether any portion of it does not conform with the applicable purchase order, the Specifications or the representations and warranties of RPRPI set forth in Sections 3.1(a) and (b) hereofdetermination. In the event that PHARMAPRINT rightfully rejects or returns any portion batch of any shipment fails PRODUCT pursuant to conform this paragraph, it shall receive a full credit for payments made with respect to such batch, or at its option, AAI will undertake commercially reasonable best efforts to replace such batch in a timely manner. If AAI cannot reproduce the applicable purchase order, batch or batches within the Specifications or the representations and warranties of RPRPI timelines set forth in Sections 3.1(a) and (b) hereof, Watsxx xxx reject the non-conforming portion of Product by giving prompt written notice to RPRPI within fifteen (15) days after Watsxx'x xxxeipt for delivery of such shipment orPRODUCT, if PHARMAPRINT may utilize independent manufacturers not related to AAI to satisfy its production and delivery requirements for such batch or batches until such time as AAI can resume PREPARATION of PRODUCT to meet the shipment is a quarantined shipment as specified above, receipt timeline for delivery of a certificate of analysis as so specified; provided, however, that in the rejected batch or batches. In no event shall RPRPI be liable PHARMAPRINT's damages for any such noncompliance arising out rejected PRODUCT batches exceed the amount paid to AAI by PHARMAPRINT for said batches plus PHARMAPRINT's out-of-pocket costs for materials supplied. If PHARMAPRINT does not notify AAI of the shipment, storage or handling of the Product following its delivery to the carrier at the manufacturing facility. Such notice shall include a copy of Watsxx'x xxxt results and specify the manner in which Product fails to meet the applicable purchase order, Specifications or representations and warranties. Failing such notification, Watsxx xxxll be deemed to have accepted the shipment of Product, except as to latent defects which could not have been detected in such 15 day period. Such acceptance by Watsxx xxxll not be deemed to be a waiver by Watsxx xx any of the representations or warranties made by RPRPI in Sections 3.1(a) and (b) hereof. (c) Upon giving RPRPI such notification of non-conformance, Watsxx xxxll provide RPRPI with a reasonable opportunity to inspect the Product and make any appropriate adjustment or replacement. Any dispute regarding the proper rejection of a shipment shall be submitted for testing to an independent laboratory to be mutually agreed upon. The independent laboratory shall be mutually agreed upon any PRODUCT within seven five (75) business days of RPRPI's receipt of the notice analytical testing performed by AAI intended for PHARMAPRINT's release of rejection. If the independent laboratory finds that the shipment in question or any part of it did not comply in all material respects with the Specifications or the representations and warranties of RPRPI set forth in Sections 3.1(a) and (b) at the time of delivery to the carrier as required PRODUCT, then such PRODUCT will be conclusively deemed accepted by Section 2.2(g), or if the parties agree that there is a shortage or non-compliance, RPRPI shall use commercially reasonable efforts to cause the Designated Manufacturer forthwith to make up the shortage, if appropriate, or replace any non-conforming Product, such new Product to be shipped to the same destination as the original shipment at RPRPI's expense, and if RPRPI is unable to cause the Designated Manufacturer to do so, it shall promptly refund any money paid by Watsxx xxxh respect to such undelivered or non-complying Product and reimburse Watsxx xxx the costs of shipping such Product. Any non-conforming Product shall, at RPRPI's direction and expense, either be returned by Watsxx xx RPRPI or destroyed by Watsxx (xxd certified as so destroyed by Watsxx). XPRPI's supply of substitute Product which conforms to the Product Specifications, or as the case may be, payment of the refund and reimbursement provided for herein, shall satisfy and discharge any claims or potential claims of Watsxx xxxinst RPRPI with respect to undelivered or non-complying Product in that shipmentPHARMAPRINT. (d) With respect to disputes described in subparagraph (c) above, the parties agree to be bound by the independent laboratory's report. Costs of the independent laboratory's activities shall be borne by Watsxx xx the Product in question is found to comply with the Product Specifications and the representations and warranties of RPRPI set forth in Sections 3.1(a) and (b), and by RPRPI if such Product is found not to comply with the Product Specifications or the representations and warranties of RPRPI set forth in Sections 3.1(a) and (b).

Inspection of Product. (a) RPRPI will, or will cause the Designated Manufacturer to, conduct quality control testing and formal release Cubist shall have a period of Product in accordance with the RPRPI standard quality control procedures that are part of the Product Specifications ("RPRPI-Standard QA"), and to provide Watsxx xxxh a certificate of analysis for all batches of Product shipped to Watsxx. Xxlivery of any Product by RPRPI to Watsxx xxxll constitute a certification by RPRPI that the Product conforms to the Product Specifications, except in the case of quarantined shipments, described below. RPRPI may ship Product to Watsxx xxxectly [ ]* from the Designated Manufacturer's facility, and Watsxx xxxees to accept delivery for Product, in quarantine. Watsxx xxxll store all Product in controlled conditions as specified in the Specifications. In the event a shipment is delivered in quarantine, Watsxx xxxl extract and deliver to RPRPI or the Designated Manufacturer samples date of the quarantined shipment pursuant to RPRPI-Standard QA, for quality control testing by RPRPI. Upon satisfactory completion of such RPRPI-Standard QA, RPRPI will, or will cause the Designated Manufacturer to, release such shipment by delivering to Watsxx x xritten notice releasing such shipment, accompanied by a certificate of analysis pertaining to such shipment. In the case of quarantined shipments, such release by RPRPI will constitute a certification by RPRPI that the Product conforms to the Product Specifications. RPRPI will have the right at reasonable times and on reasonable notice to inspect Watsxx'x xxxtribution center for compliance with the aforementioned conditions for storage and treatment of quarantined shipments, but such right may not be exercised more than once in any period of twelve consecutive months unless RPRPI has a good faith reason to believe the Product is not being handled and stored in accordance with the Product Specifications and/or such facility is not in compliance in any material respect with FDA Standards or other applicable law. Such inspection shall be conducted at RPRPI's sole cost and expense in a manner so as reasonably to minimize disruption of Watsxx'x xxxiness operations, provided that Watsxx xxxll reimburse RPRPI for such costs if such inspection reveals a material non-compliance with Product Specifications, FDA Standards or any applicable law. (b) Within fifteen (15) days after receipt of each a shipment of Product by Watsxx xx the destination specified in the shipping instructions, Watsxx xxxees to inspect promptly each and reject such shipment to determine whether any portion of on the grounds that it does not conform with the applicable purchase orderProduct Specifications. If Cubist rejects such shipment, it shall promptly so notify Abbott and provide to Abbott samples of such shipment for testing. If Abbott tests such shipment and determines that it did conform to the Product Specifications, the Specifications parties shall submit samples of such shipment to a mutually acceptable independent laboratory for testing. If such independent laboratory determines that the shipment conformed to the Product Specifications, Cubist shall bear all expenses of shipping and testing such shipment samples. If Abbott or such independent laboratory confirms that such shipment did not meet the representations Product Specifications, Abbott shall replace, at no cost to Cubist, that portion of the Product shipment which does not conform to the Product Specifications, and warranties shall bear all expenses of RPRPI set forth in Sections 3.1(a) shipping and (b) hereoftesting the shipment samples. In the event that any Any nonconforming portion of any shipment fails shall be disposed of as directed by Abbott, at Xxxxxx'x expense. Any Product that Cubist does not reject pursuant to conform to the applicable purchase order, the Specifications or the representations and warranties of RPRPI set forth in Sections 3.1(a) and (b) hereof, Watsxx xxx reject the non-conforming portion of Product by giving prompt written notice to RPRPI within fifteen (15) days after Watsxx'x xxxeipt of such shipment or, if the shipment is a quarantined shipment as specified above, receipt of a certificate of analysis as so specified; provided, however, that in no event this Subparagraph 8.4.9 shall RPRPI be liable for any such noncompliance arising out of the shipment, storage or handling of the Product following its delivery to the carrier at the manufacturing facility. Such notice shall include a copy of Watsxx'x xxxt results and specify the manner in which Product fails to meet the applicable purchase order, Specifications or representations and warranties. Failing such notification, Watsxx xxxll be deemed accepted and all claims with respect to have accepted the shipment of ProductProduct not conforming with Product Specifications shall be deemed waived by Cubist, except as to latent defects which could are not have been detected in such 15 day periodreasonably discoverable. Such acceptance by Watsxx xxxll Notwithstanding the foregoing to the contrary, this Subparagraph 8.4.9 shall not limit any liability of Abbott under Subparagraph 8.8.4 or release Abbott from its warranty under Subparagraph 8.8.3(b). Cubist shall not be deemed required to be a waiver by Watsxx xx pay Abbott for any of the representations or warranties made by RPRPI in Sections 3.1(a) and (b) hereof. (c) Upon giving RPRPI such notification of non-conformance, Watsxx xxxll provide RPRPI with a reasonable opportunity to inspect the Product and make any appropriate adjustment or replacement. Any dispute regarding the proper rejection of a shipment shall be submitted for testing to an independent laboratory to be mutually agreed upon. The independent laboratory shall be mutually agreed upon within seven (7) business days of RPRPI's receipt of the notice of rejection. If the independent laboratory finds that the shipment in question or any part of it did not comply in all material respects with the Specifications or the representations and warranties of RPRPI set forth in Sections 3.1(a) and (b) at the time of delivery to the carrier as required by Section 2.2(g), or if the parties agree that there is a shortage or non-compliance, RPRPI shall use commercially reasonable efforts to cause the Designated Manufacturer forthwith to make up the shortage, if appropriate, or replace any non-conforming Product, such new Product to be shipped to the same destination as the original shipment at RPRPI's expense, and if RPRPI is unable to cause the Designated Manufacturer to do so, it shall promptly refund any money paid by Watsxx xxxh respect to such undelivered or non-complying Product and reimburse Watsxx xxx the costs of shipping such Product. Any non-conforming Product shall, at RPRPI's direction and expense, either be returned by Watsxx xx RPRPI or destroyed by Watsxx (xxd certified as so destroyed by Watsxx). XPRPI's supply of substitute Product which conforms has been properly rejected pursuant to the Product Specifications, or as the case may be, payment of the refund and reimbursement provided for herein, shall satisfy and discharge any claims or potential claims of Watsxx xxxinst RPRPI with respect to undelivered or non-complying Product in that shipmentthis Paragraph 8. (d) With respect to disputes described in subparagraph (c) above, the parties agree to be bound by the independent laboratory's report. Costs of the independent laboratory's activities shall be borne by Watsxx xx the Product in question is found to comply with the Product Specifications and the representations and warranties of RPRPI set forth in Sections 3.1(a) and (b), and by RPRPI if such Product is found not to comply with the Product Specifications or the representations and warranties of RPRPI set forth in Sections 3.1(a) and (b).

Inspection of Product. (a) RPRPI will, or will cause the Designated Manufacturer to, conduct quality control testing and formal release Cubist shall have a period of Product in accordance with the RPRPI standard quality control procedures that are part of the Product Specifications ("RPRPI-Standard QA"), and to provide Watsxx xxxh a certificate of analysis for all batches of Product shipped to Watsxx. Xxlivery of any Product by RPRPI to Watsxx xxxll constitute a certification by RPRPI that the Product conforms to the Product Specifications, except in the case of quarantined shipments, described below. RPRPI may ship Product to Watsxx xxxectly [ ]* from the Designated Manufacturer's facility, and Watsxx xxxees to accept delivery for Product, in quarantine. Watsxx xxxll store all Product in controlled conditions as specified in the Specifications. In the event a shipment is delivered in quarantine, Watsxx xxxl extract and deliver to RPRPI or the Designated Manufacturer samples date of the quarantined shipment pursuant to RPRPI-Standard QA, for quality control testing by RPRPI. Upon satisfactory completion of such RPRPI-Standard QA, RPRPI will, or will cause the Designated Manufacturer to, release such shipment by delivering to Watsxx x xritten notice releasing such shipment, accompanied by a certificate of analysis pertaining to such shipment. In the case of quarantined shipments, such release by RPRPI will constitute a certification by RPRPI that the Product conforms to the Product Specifications. RPRPI will have the right at reasonable times and on reasonable notice to inspect Watsxx'x xxxtribution center for compliance with the aforementioned conditions for storage and treatment of quarantined shipments, but such right may not be exercised more than once in any period of twelve consecutive months unless RPRPI has a good faith reason to believe the Product is not being handled and stored in accordance with the Product Specifications and/or such facility is not in compliance in any material respect with FDA Standards or other applicable law. Such inspection shall be conducted at RPRPI's sole cost and expense in a manner so as reasonably to minimize disruption of Watsxx'x xxxiness operations, provided that Watsxx xxxll reimburse RPRPI for such costs if such inspection reveals a material non-compliance with Product Specifications, FDA Standards or any applicable law. (b) Within fifteen (15) days after receipt of each a shipment of Product by Watsxx xx the destination specified in the shipping instructions, Watsxx xxxees to inspect promptly each and reject such shipment to determine whether any portion of on the grounds that it does not conform with the applicable purchase orderProduct Specifications. If Cubist rejects such shipment, it shall promptly so notify Abbott and provide to Abbott samples of such shipment for testing. If Abbott tests such shipment and determines that it did conform to the Product Specifications, the Specifications parties shall submit samples of such shipment to a mutually acceptable independent laboratory for testing. If such independent laboratory determines that the shipment conformed to the Product Specifications, Cubist shall bear all expenses of shipping and testing such shipment samples. If Abbott or such independent laboratory confirms that such shipment did not meet the representations Product Specifications, Abbott shall replace, at no cost to Cubist, that portion of the Product shipment which does not conform to the Product Specifications, and warranties shall bear all expenses of RPRPI set forth in Sections 3.1(a) shipping and (b) hereoftesting the shipment samples. In the event that any Any nonconforming portion of any shipment fails shall be disposed of as directed by Abbott, at Xxxxxx’x expense. Any Product that Cubist does not reject pursuant to conform to the applicable purchase order, the Specifications or the representations and warranties of RPRPI set forth in Sections 3.1(a) and (b) hereof, Watsxx xxx reject the non-conforming portion of Product by giving prompt written notice to RPRPI within fifteen (15) days after Watsxx'x xxxeipt of such shipment or, if the shipment is a quarantined shipment as specified above, receipt of a certificate of analysis as so specified; provided, however, that in no event this Subparagraph 8.4.9 shall RPRPI be liable for any such noncompliance arising out of the shipment, storage or handling of the Product following its delivery to the carrier at the manufacturing facility. Such notice shall include a copy of Watsxx'x xxxt results and specify the manner in which Product fails to meet the applicable purchase order, Specifications or representations and warranties. Failing such notification, Watsxx xxxll be deemed accepted and all claims with respect to have accepted the shipment of ProductProduct not conforming with Product Specifications shall be deemed waived by Cubist, except as to latent defects which could are not have been detected in such 15 day periodreasonably discoverable. Such acceptance by Watsxx xxxll Notwithstanding the foregoing to the contrary, this Subparagraph 8.4.9 shall not limit any liability of Abbott under Subparagraph 8.8.4 or release Abbott from its warranty under Subparagraph 8.8.3(b). Cubist shall not be deemed required to be a waiver by Watsxx xx pay Abbott for any of the representations or warranties made by RPRPI in Sections 3.1(a) and (b) hereof. (c) Upon giving RPRPI such notification of non-conformance, Watsxx xxxll provide RPRPI with a reasonable opportunity to inspect the Product and make any appropriate adjustment or replacement. Any dispute regarding the proper rejection of a shipment shall be submitted for testing to an independent laboratory to be mutually agreed upon. The independent laboratory shall be mutually agreed upon within seven (7) business days of RPRPI's receipt of the notice of rejection. If the independent laboratory finds that the shipment in question or any part of it did not comply in all material respects with the Specifications or the representations and warranties of RPRPI set forth in Sections 3.1(a) and (b) at the time of delivery to the carrier as required by Section 2.2(g), or if the parties agree that there is a shortage or non-compliance, RPRPI shall use commercially reasonable efforts to cause the Designated Manufacturer forthwith to make up the shortage, if appropriate, or replace any non-conforming Product, such new Product to be shipped to the same destination as the original shipment at RPRPI's expense, and if RPRPI is unable to cause the Designated Manufacturer to do so, it shall promptly refund any money paid by Watsxx xxxh respect to such undelivered or non-complying Product and reimburse Watsxx xxx the costs of shipping such Product. Any non-conforming Product shall, at RPRPI's direction and expense, either be returned by Watsxx xx RPRPI or destroyed by Watsxx (xxd certified as so destroyed by Watsxx). XPRPI's supply of substitute Product which conforms has been properly rejected pursuant to the Product Specifications, or as the case may be, payment of the refund and reimbursement provided for herein, shall satisfy and discharge any claims or potential claims of Watsxx xxxinst RPRPI with respect to undelivered or non-complying Product in that shipmentthis Paragraph 8.4. (d) With respect to disputes described in subparagraph (c) above, the parties agree to be bound by the independent laboratory's report. Costs of the independent laboratory's activities shall be borne by Watsxx xx the Product in question is found to comply with the Product Specifications and the representations and warranties of RPRPI set forth in Sections 3.1(a) and (b), and by RPRPI if such Product is found not to comply with the Product Specifications or the representations and warranties of RPRPI set forth in Sections 3.1(a) and (b).