Common use of Product Recall Clause in Contracts

Product Recall. (a) If a recall is required by applicable Law, or if Buyer or Supplier reasonably determines that a recall is advisable because the goods may create a potential safety hazard, are not in compliance with any applicable code, standard or legal requirement, or contain a defect or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties shall promptly communicate such facts to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan satisfactory to Buyer, which shall include all actions required to recall and/or repair the goods and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other in any corrective actions and/or filings, if applicable. (b) To the extent a recall is required by applicable Law, or due to a potential safety hazard, non-compliance or Serial Defect, which is caused by Supplier, Supplier shall indemnify and hold Buyer harmless from all reasonable costs and expenses incurred in connection with any recall, repair, replacement or refund program, including all costs related to: (i) investigating and/or inspecting the affected goods; (ii) notifying Buyer’s customers; (iii) repairing, or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defect, except where such consultation would prevent timely notification required by Law.

Product Recall. (a) If a any governmental agency with jurisdiction over the recall is required by applicable Lawof any goods supplied hereunder provides written notice to Buyer or Seller, or if Buyer or Supplier reasonably determines Seller has a reasonable basis to conclude, that a recall is advisable because the any goods may supplied hereunder could possibly create a potential safety hazardhazard or unsafe condition, pose an unreasonable risk of serious injury or death, contain a defect or a quality or performance deficiency, or are not in compliance with any applicable code, standard or legal requirementrequirement so as to make it advisable, or contain a defect required, that such goods be recalled and/or repaired, Seller or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties shall Buyer will promptly communicate such relevant facts to each other. At Buyer’s requestBuyer shall determine whether a recall of the affected goods is warranted or advisable, Supplier unless Buyer or Seller has received notice to that effect from any governmental agency with jurisdiction over the recalled goods. (b) If a recall is required under the law or Buyer determines that it is advisable, Seller shall promptly develop a corrective action plan satisfactory to Buyerplan(s) (collectively, the “Corrective Action Plan”), which shall include all actions required to recall and/or repair the goods by any applicable consumer protection or similar law and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s regulations and provide Buyer with an opportunity to review and approvalapprove such plan. At Buyer’s election, Seller and Xxxxx may develop the Corrective Action Planagree to cooperate and work together to ensure that such plan is acceptable to both parties prior to its implementation. In no event shall If Buyer does not respond to Seller regarding its review and Supplier’s failure to agree on the approval of such Corrective Action Plan delay the timely notification of within a potential safety hazardreasonable time period, non-compliance or Serial Defect Buyer shall be deemed to users of the goodshave approved such plan. In addition, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other Seller in any corrective actions and/or filings; provided, if applicablehowever, that nothing contained in this Section shall preclude Buyer from taking any action or making any filings, and in such event, Seller shall cooperate with and assist Buyer in any corrective actions and/or filings it undertakes. (bc) To the extent a such recall is required determined to have been caused by applicable Lawa defect, quality or due to a potential safety hazardperformance deficiency, other deficiency, non-compliance conformance or Serial Defectnon-compliance, which is caused by Supplierthe responsibility of Seller, Supplier at Buyer’s election, Seller shall indemnify perform all necessary repairs or modifications at its sole expense, or Buyer shall perform such necessary repairs or modifications and hold Seller shall reimburse Buyer harmless from for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection therewith. In either case, Seller shall reimburse Buyer for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any recall, repair, replacement or refund program, including without limitation all costs related to: (i) investigating and/or inspecting the affected goods; (ii) locating, identifying and notifying Buyer’s customers; (iii) repairing, or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defect, except where such consultation would prevent timely notification required by Law.;

Product Recall. (a) If a recall is required by applicable Law, or if Buyer or Supplier reasonably determines that a recall is advisable because the goods may create a potential safety hazard, are not in compliance with any applicable code, standard or legal requirement, or contain a defect or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties shall promptly communicate such facts to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan satisfactory to Buyer, which shall include all actions required to investigate, recall and/or repair the goods and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-non- compliance or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. For goods that have already been delivered and/or if the Supplier fails to carry out the Corrective Action Plan, the Buyer may conduct such Corrective Action Plan themselves or by a third party, and the Supplier shall reimburse the reasonable direct costs and expenses incurred. Supplier and Buyer shall cooperate with and assist each other in any corrective actions and/or filings, if applicable. (b) To the extent a recall is required by applicable Law, or due to a potential safety hazard, non-compliance or Serial Defect, which is caused by Supplier, Supplier shall indemnify and hold Buyer harmless from all reasonable costs and expenses incurred in connection with any recall, repair, replacement or refund program, including all costs related to: (i) investigating and/or inspecting the affected goods; (ii) notifying Buyer’s customers; (iii) repairing, or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defect, except where such consultation would prevent timely notification required by Law.

Product Recall. (a) If a recall is required by applicable Law, or if Buyer or Supplier reasonably determines that a recall is advisable because the goods may create a potential safety hazard, are not in compliance with any applicable code, standard or legal requirement, or contain a defect or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties shall promptly communicate such facts to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan satisfactory to Buyer, which shall include all actions required to recall and/or repair the goods and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other in any corrective actions and/or filings, if applicable. (b) To the extent a recall is required by applicable Law, or due to a potential safety hazard, non-compliance or Serial Defect, which is caused by Supplier, Supplier shall indemnify and hold Buyer harmless from all reasonable costs and expenses incurred in connection with any recall, repair, replacement or refund program, including all costs related to: (i) investigating and/or inspecting the affected goods; (ii) notifying Buyer’s customers; (iii) repairing, or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- non-compliance or Serial Defect, except where such consultation would prevent timely notification required by Law.

Product Recall. If at any time (a) If a recall is required by applicable Lawany governmental agency having jurisdiction provides written notice to either Buyer or Supplier, or if (b) either Buyer or Supplier reasonably determines have a reasonable basis to conclude that any Products or Deliverables contain a recall is advisable because the goods may defect which could create a potential safety hazardhazard or unsafe condition, pose an unreasonable risk of serious injury or death, contain a quality or performance deficiency, or are not in compliance with any applicable code, standard or legal or regulatory requirement, thereby making it advisable, or contain a defect required, that such Products or non-conformance with the requirements of this Order occurring or likely Deliverables be subject to occur in multiple goodscorrective action including, which such defects or non-conformances are substantially similar or have substantially similar causes or effects without limitation, recall, retrofit, refund, replacement and/or repair (collectively a hereinafter “Serial DefectCorrective Action”), the parties shall Supplier or Buyer will promptly communicate such relevant facts to each other. At Buyer’s requestBuyer shall determine whether any Corrective Action involving the affected Products or Deliverables is warranted or advisable unless notice to that effect has been received from any governmental agency having jurisdiction. If Corrective Action is required under the law or Buyer determines that it is advisable, Supplier shall promptly develop a corrective action plan satisfactory to Buyerundertake Corrective Actions, which shall include all actions required to recall and/or repair the goods and any actions including those required by any applicable Law (“Corrective Action Plan”) for Buyer’s review consumer product safety or similar law and approvalthe regulations thereunder, and shall file all necessary papers, descriptions of corrective action, and other related documents and carry out the Correction Action. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other Supplier in any corrective actions and/or filingssuch filings and Corrective Action; provided, if applicable. (b) however, that nothing contained in this Section shall preclude Buyer from taking such action, and in such event, Supplier shall cooperate with and assist Buyer in any such filings and implementing the Corrective Action it elects to undertake. To the extent the need for such Corrective Action is determined to have been caused by a recall is required by applicable Lawdefect, noncompliance or due to a potential safety hazard, non-compliance quality or Serial Defect, performance deficiency which is caused by the responsibility of Supplier, at Buyer’s election, Supplier shall indemnify perform all necessary Corrective Action at its sole expense, or Buyer shall perform such necessary Corrective Action and hold Supplier shall reimburse Buyer harmless from for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection therewith. In either case, Supplier shall reimburse Buyer for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any recall, repair, replacement such (voluntary or refund programmandatory) Corrective Action, including all costs related to: (i) investigating and/or inspecting without limitation, the affected goods; (ii) cost of locating, identifying and notifying Buyer’s customers; (iii) , the cost of repairing, or where repair of the goods Product or Deliverables is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) Product or Deliverable, any costs of packing and shipping the recalled goods; Product or Deliverable, and (v) the cost of media notification, if such form of notification is necessary. The parties recognize that it is possible that other Supplier-provided products or deliverables might contain the same defect, noncompliance or quality or performance deficiency as do Products or Deliverables provided to Buyer. Buyer and Supplier agree that any Corrective Action involving Products or Deliverables provided to Buyer shall be treated separately and distinctly from similar Corrective Action of other products or deliverables of Supplier; provided that such separate and distinct treatment is lawful and Supplier shall in no event fail to provide at least the same protection to Buyer on such Products or Deliverables as Supplier provides to its other customers in connection with similar Corrective Action. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance hazards affecting Products or Serial DefectDeliverables, except where such consultation would prevent timely notification required by Lawlaw. The provisions of this Section 23 shall survive any termination or expiration of this Contract.

Product Recall. (a) If a any governmental agency with jurisdiction over the recall is required by applicable Lawof any goods supplied hereunder provides written notice to Buyer or Seller, or if Buyer or Supplier reasonably determines Seller has a reasonable basis to conclude, that a recall is advisable because the any goods may supplied hereunder could possibly create a potential safety hazardhazard or unsafe condition, pose an unreasonable risk of serious injury or death, contain a defect or a quality or performance deficiency, or are not in compliance with any applicable code, . standard or legal requirementrequirement so as to make it advisable, or contain a defect required, that such goods be recalled and/or repaired, Seller or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties shall Buyer will promptly communicate such relevant facts to each other. At Buyer’s requestBuyer shall determine whether a recall of the affected goods is warranted or advisable, Supplier unless Buyer or Seller has received notice to that effect from any governmental agency with jurisdiction over the recalled goods. (b) If a recall is required under the law or Buyer determines that it is advisable. Seller shall promptly develop a corrective action plan satisfactory to Buyerplan(s) (collectively. the “Corrective Action Plan”), which shall include all actions required to recall and/or repair the goods by any applicable consumer protection or similar law and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s regulations and provide Buyer with an opportunity to review and approvalapprove such plan. At Buyer’s election, Xxxxx may develop the Corrective Action PlanSeller and Buyer agree to cooperate and work together to ensure that such plan is acceptable to both parties prior to its implementation. In no event shall If Buyer docs not respond to Seller regarding its review and Supplier’s failure to agree on the approval of such Corrective Action Plan delay the timely notification of within a potential safety hazardreasonable time period, non-compliance or Serial Defect Buyer shall be deemed to users of the goodshave approved such plan. In addition, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other Seller in any corrective actions and/or filings; provided, if applicablehowever, that nothing contained in this Section shall preclude Buyer from taking any action or making any filings, and in such event, Seller shall cooperate with and assist Buyer in any corrective actions and/or filings it undertakes. (bc) To the extent a such recall is required determined to have been caused by applicable Lawa defect, quality or due to a potential safety hazardperformance deficiency, other deficiency, non-compliance conformance or Serial Defectnon-compliance, which is caused by Supplierthe responsibility of Seller, Supplier at Buyer’s election, Seller shall indemnify perform all necessary repairs or modifications at its sole expense, or Buyer shall perform such necessary repairs or modifications and hold Seller shall reimburse Buyer harmless from for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection therewith. In either case, Seller shall reimburse Buyer for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any recall, repair, replacement or refund program, including without limitation all costs related to: (i) investigating and/or inspecting the affected goods; (ii) locating, identifying and notifying Buyer’s customers; (iii) repairing, or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification. if such form of notifications is needed or required. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defecthazards affecting the goods, except where such consultation would prevent timely notification required by Lawlaw.

Product Recall. (a) If a any governmental agency with jurisdiction over the recall is required by applicable Lawof any goods supplied hereunder provides written notice to Buyer or Seller, or if Buyer or Supplier reasonably determines Seller has a reasonable basis to conclude, that a recall is advisable because the any goods may supplied hereunder could possibly create a potential safety hazardhazard or unsafe condition, pose an unreasonable risk of serious injury or death, contain a defect or a quality or performance deficiency, or are not in compliance with any applicable code, standard or legal requirementrequirement so as to make it advisable, or contain a defect required, that such goods be recalled and/or repaired. Seller or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties shall Buyer will promptly communicate such relevant facts to each other. At Buyer’s requestBuyer shall determine whether a recall of the affected goods is warranted or advisable, Supplier unless Buyer or Seller has received notice to that effect from any governmental agency with jurisdiction over the recalled goods. (b) If a recall is required under the law or Buyer determines that it is advisable, Seller shall promptly develop a corrective action plan satisfactory to Buyerplan(s) (collectively, the “Corrective Action Plan”), which shall include all actions required to recall and/or repair the goods by any applicable consumer protection or similar law and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s regulations and provide Buyer with an opportunity to review and approvalapprove such plan. At Buyer’s election, Xxxxx may develop the Corrective Action PlanSeller and Buyer agree to cooperate and work together to ensure that such plan is acceptable to both parties prior to its implementation. In no event shall If Buyer does not respond to Seller regarding its review and Supplier’s failure to agree on the approval or such Corrective Action Plan delay the timely notification of within a potential safety hazardreasonable time period, non-compliance or Serial Defect Buyer shall be deemed to users of the goodshave approved such plan. In addition, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other Seller in any corrective actions and/or filings; provided, if applicablehowever, that nothing contained in this Section shall preclude Buyer from taking any action or making any filings, and in such event, Seller shall cooperate with and assist Buyer in any corrective actions and/or filings it undertakes. (bc) To the extent a such recall is required determined to have been caused by applicable Lawa defect, quality or due to a potential safety hazardperformance deficiency, other deficiency, non-compliance conformance or Serial Defectnon-compliance, which is caused by Supplierthe responsibility of Seller, Supplier at Buyer’s election, Seller shall indemnify perform all necessary repairs or modifications at its sole expense, or Buyer shall perform such necessary repairs or modifications and hold Seller shall reimburse Buyer harmless from for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection therewith. In either case, Seller shall reimburse Buyer for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any recall, repair, replacement or refund program, including without limitation all costs related to: (i) investigating and/or inspecting the affected goods; (ii) locating, identifying and notifying Buyer’s customers; (iii) repairing, or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; : (iv) packing and shipping the recalled goods; and (v) media notification, if such form of notifications is needed or required. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defecthazards affecting the goods, except where such consultation would prevent timely notification required by Lawlaw.

Product Recall. (a) If a any governmental agency with jurisdiction over the recall is required by applicable Lawof any goods supplied hereunder provides written notice to Buyer or Seller, or if Buyer or Supplier reasonably determines Seller has a reasonable basis to conclude, that a recall is advisable because the any goods may supplied hereunder could possibly create a potential safety hazardhazard or unsafe condition, pose an unreasonable risk of serious injury or death, contain a defect or a quality or performance deficiency, or are not in compliance with any applicable code, standard or legal requirementrequirement so as to make it advisable, or contain a defect required, that such goods be recalled and/or repaired, Seller or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties shall Buyer will promptly communicate such relevant facts to each other. At Buyer’s requestBuyer shall determine whether a recall of the affected goods is warranted or advisable, Supplier unless Buyer or Seller has received notice to that effect from any governmental agency with jurisdiction over the recalled goods. (b) If a recall is required under the law or Buyer determines that it is advisable, Seller shall promptly develop a corrective action plan satisfactory to Buyerplan(s) (collectively, the “Corrective Action Plan”), which shall include all actions required to recall and/or repair the goods by any applicable consumer protection or similar law and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s regulations and provide Buyer with an opportunity to review and approvalapprove such plan. At Buyer’s election, Xxxxx may develop the Corrective Action PlanSeller and Buyer agree to cooperate and work together to ensure that such plan is acceptable to both parties prior to its implementation. In no event shall If Buyer does not respond to Seller regarding its review and Supplier’s failure to agree on the approval of such Corrective Action Plan delay the timely notification of within a potential safety hazardreasonable time period, non-compliance or Serial Defect Buyer shall be deemed to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other propertyhave approved such plan. Supplier and In addition. Buyer shall cooperate with and assist each other Seller in any corrective actions and/or filings; provided, if applicablehowever, that nothing contained in this Section shall preclude Buyer from taking any action or making any filings, and in such event, Seller shall cooperate with and assist Buyer in any corrective actions and/or filings it undertakes. (bc) To the extent a such recall is required determined to have been caused by applicable Lawa defect, quality or due to a potential safety hazardperformance deficiency, other deficiency, non-compliance conformance or Serial Defectnon-compliance, which is caused by Supplierthe responsibility of Seller, Supplier at Buyer’s election, Seller shall indemnify perform all necessary repairs or modifications at its sole expense, or Buyer shall perform such necessary repairs or modifications and hold Seller shall reimburse Buyer harmless from for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection therewith. In either case, Seller shall reimburse Buyer for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any recall, repair, replacement or refund program, including without limitation all costs related to: (i) investigating and/or inspecting the affected goods; (ii) locating, identifying and notifying Buyer’s customers; (iii) repairing, or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification, if such form of notifications is needed or required. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defecthazards affecting the goods, except where such consultation would prevent timely notification required by Lawlaw.

Product Recall. (a) If a any govern mental agency with jurisdiction over the recall is required by applicable Lawof any goods supplied hereunder provides written notice lo Buyer or Seller, or if Buyer or Supplier reasonably determines Seller has a reasonable basis lo conclude, that a recall is advisable because the any goods may supplied hereunder could possibly create a potential safety hazardsafely hazard or unsafe condition, pose an unreasonable risk of serious injury or death, contain a defect or a quality or performance deficiency, or are not in compliance with any applicable code, standard or legal requirementrequirement so as to make it advisable, or contain a defect required, that such goods be recalled and/or repaired, Seller or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties shall Buyer will promptly communicate such relevant facts to each other. At Buyer’s requestBuyer shall determine whether a recall of the affected goods is warranted or advisable, Supplier unless Buyer or Seller has received notice to that effect from any governmental agency with jurisdiction over the recalled goods. (b) If a recall is required under the law or Buyer determines that it is advisable, Seller shall promptly develop a corrective action plan satisfactory to Buyerplan(s) (collectively, the “Corrective Action Plan”), which shall include all actions required to recall and/or repair the goods by any applicable consumer protection or similar law and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s regulations and provide Buyer with an opportunity to review and approvalapprove such plan, Seller and Buyer agree to cooperate and work together to ensure that such plan is acceptable to both parties prior to its implementation. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall If Buyer does not respond to Seller regarding its review and Supplier’s failure to agree on the approval of such Corrective Action Plan delay the timely notification of within a potential safety hazardreasonable time period, non-compliance or Serial Defect Buyer shall be deemed to users of the goodshave approved such plan. In addition, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other Seller in any corrective actions and/or filings; provided, if applicablehowever, that nothing contained in this Section shall preclude Buyer from taking any action or making any filings, and in such event, Seller shall cooperate with and assist Buyer in any corrective actions and/or filings it undertakes. (bc) To the extent a such recall is required determined to have been caused by applicable Lawa defect, quality or due to a potential safety hazardperformance deficiency, other deficiency, non-compliance conformance or Serial Defectnon-compliance, which is caused by Supplierthe responsibility of Seller, Supplier al Buyer’s election, Seller shall indemnify perform all necessary repairs or modifications at its sole expense, or Buyer shall perform such necessary repairs or modifications and hold Seller shall reimburse Buyer harmless from all for ail reasonable out-of-pocket costs and expenses incurred by Buyer in connection therewith. In either case, Seller shall reimburse Buyer for ail reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any recall, repair, replacement or refund program, including without limitation all costs related to: (i) investigating and/or inspecting the affected goods; (ii) locating, identifying and notifying Buyer’s customers; (iii) repairing, or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification, if such form of notifications is needed or required. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defecthazards affecting the goods, except where such consultation would prevent timely notification required by Lawlaw.

Product Recall. If (a) If a recall is required by applicable LawSeller, Buyer, or if Buyer any governmental agency or Supplier reasonably court having jurisdiction determines that any Good or part thereof contains a recall defect or serious quality or performance deficiency, or (b) any Good is advisable because the goods may create a potential safety hazard, are not in compliance with any applicable code, standard the specifications or legal requirement, Buyer’s standards and requirements such that in Buyer’s discretion such Good should be reworked or contain a defect or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”)recalled, the parties shall will promptly communicate such all relevant facts to each other. At Buyer’s requestother and undertake all corrective actions, Supplier including those required to meet all obligations imposed by law, regulations, or orders, and shall promptly develop a file all necessary papers, corrective action plan satisfactory to programs, and other related documents. Seller shall be responsible for all matters and costs associated with the recall, including but not limited to: (a) customer notification and contact; (b) all costs, expenses, liabilities, and losses incurred by Buyer, which shall include all actions required to recall and/or repair the goods and any actions required by applicable Law its affiliates, distributors, or customers (“Corrective Action PlanBuyer Group”) for Buyer’s review in connection with the recall (and approval. At Buyer’s electionwhere applicable, Xxxxx may develop any product of Buyer with which the Corrective Action Plan. In no event shall Buyer recalled Goods have been packaged or integrated), including but not limited to refunds to customers, lost profits, transportation costs, and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users all other costs associated therewith; and (c) initial contact and report of the goodsrecall to any government agency having jurisdiction over the affected products. If a government agency initiates any inquiry or investigation relating to the Goods or similar goods manufactured or supplied by Seller, cause either party Seller shall notify Buyer immediately thereof and take reasonable steps to be non-compliant with applicable Law resolve the matter without exposing Buyer to any liability or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other propertyrisk. Supplier and Buyer The parties shall cooperate with and assist each other in any such filing and corrective actions and/or filingsaction, if applicable. (b) To the extent provided that nothing contained in this paragraph shall preclude a recall is party from taking such action as may be required by applicable Law, of it under any law or due to a potential safety hazard, non-compliance or Serial Defect, which is caused by Supplier, Supplier shall indemnify and hold Buyer harmless from all reasonable costs and expenses incurred in connection with any recall, repair, replacement or refund program, including all costs related to: (i) investigating and/or inspecting the affected goods; (ii) notifying Buyer’s customers; (iii) repairing, or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notificationregulation. Each party shall consult the other party before making any statements statement to the public or a governmental agency concerning issues relating to such recall, potential safety hazard, non- compliance or Serial Defecthazards affecting any Good provided hereunder, except where such consultation would prevent timely notification required by Lawto be given under any applicable law or regulation. All of the actions and obligations set forth in this paragraph shall be at Seller’s sole cost and expense. This paragraph shall survive termination or expiration of this Order.

Product Recall. CMS may, upon six (6) months’ prior notice in writing to DKSH, delete the Products from Annex 1 for the following reasons: (a) If a global divestment; (b) manufacturer discontinues the manufacture of the Products globally; or (c) if requested to do so by governmental order. DKSH may not recall any of the Products in the Territory without CMS’s prior written consent, unless such recall is required mandated under the Applicable Law. DKSH shall take all actions reasonably requested by applicable Law, CMS or if Buyer as directed by government authorities or Supplier reasonably determines that a compelled by court order to effect or facilitate the recall is advisable because of Products in the goods may create a potential safety hazard, are not in compliance with any applicable code, standard or legal requirement, or contain a defect or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects Territory (collectively a “Serial DefectRecall”). Following the decision to implement a Recall, the parties Parties shall promptly communicate such facts to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan satisfactory to Buyer, which shall include all actions required to recall and/or repair the goods and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to mutually agree on a prepared statement for use in response to any inquiries regarding such Recall. DKSH shall use such prepared statement to respond to any inquiries received with regard to such Recall and shall not make any other statement regarding such Recall. To the Corrective Action Plan delay extent the timely notification of a potential safety hazard, Products are recalled due to causes other than DKSH’s non-compliance with relevant obligations under this Agreement, CMS shall (a) indemnify DKSH for the costs and expenses reasonably incurred by the DKSH for recalling the Products and for any subsequent disposal or Serial Defect to users destruction of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier same; and Buyer shall cooperate with and assist each other in any corrective actions and/or filings, if applicable. (b) To repurchase the extent a recall is required by applicable Law, or Products that are subject to the Recall at DKSH’s Landed Cost. In the event that the Products are recalled due to a potential safety hazardDKSH or its Affiliates or its Sub-Contractors or any of its Representatives’ negligence or wilful misconduct or its breach of this Agreement, non-compliance or Serial Defect, which is caused by Supplier, Supplier DKSH shall (a) indemnify and hold Buyer harmless from all reasonable costs the CMS for the cost and expenses reasonably incurred in connection with by CMS for recalling the Products and for any recall, repair, replacement subsequent disposal or refund program, including all costs related to: (i) investigating and/or inspecting the affected goods; (ii) notifying Buyer’s customers; (iii) repairing, or where repair destruction of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goodssame; and (vb) media notificationindemnify CMS for its loss or damages caused by such Recall. Each party DKSH is entitled to withdraw, subject to CMS’s prior written approval which shall consult not be unreasonably withheld, any of the other before making any statements Products from the market in the Territory, in case new evidence shows unforeseen negative effects of the Products leading to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defect, except where such consultation would prevent timely notification required by Lawunacceptable risks for DKSH.

Product Recall. (a) If a any governmental agency with jurisdiction over the recall is required by applicable Lawof any goods supplied hereunder provides written notice to Buyer or Seller, or if Buyer or Supplier reasonably determines Seller has a reasonable basis to conclude, that a recall is advisable because the any goods may supplied hereunder could possibly create a potential safety hazardhazard or unsafe condition, pose an unreasonable risk of serious injury or death, contain a defect or a quality or performance deficiency, or are not in compliance with any applicable code, standard or legal requirementrequirement so as to make it advisable, or contain a defect required, that such goods be recalled and/or repaired, Seller or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties shall Buyer will promptly communicate such relevant facts to each other. At Buyer’s requestBuyer shall determine whether a recall of the affected goods is warranted or advisable, Supplier unless Buyer or Seller has received notice to that effect from any governmental agency with jurisdiction over the recalled goods. (b) If a recall is required under the law or Buyer determines that it is advisable, Seller shall promptly develop a corrective action plan satisfactory to Buyerplan(s) (collectively, the “Corrective Action Plan”), which shall include all actions required to recall and/or repair the goods by any applicable consumer protection or similar law and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s regulations and provide Buyer with an opportunity to review and approvalapprove such plan. At Buyer’s election, Xxxxx may develop the Corrective Action PlanSeller and Buyer agree to cooperate and work together to ensure that such plan is acceptable to both parties prior to its implementation. In no event shall If Buyer does not respond to Seller regarding its review and Supplier’s failure to agree on the approval of such Corrective Action Plan delay the timely notification of within a potential safety hazardreasonable time period, non-compliance or Serial Defect Buyer shall be deemed to users of the goodshave approved such plan. In addition, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other Seller in any corrective actions and/or filings; provided, if applicablehowever, that nothing contained in this Section shall preclude Buyer from taking any action or making any filings, and in such event, Seller shall cooperate with and assist Buyer in any corrective actions and/or filings it undertakes. (bc) To the extent a such recall is required determined to have been caused by applicable Lawa defect, quality or due to a potential safety hazardperformance deficiency, non-compliance other deficiency, non conformance or Serial Defectnon compliance, which is caused by Supplierthe responsibility of Seller, Supplier at Buyer’s election, Seller shall indemnify perform all necessary repairs or modifications at its sole expense, or Buyer shall perform such necessary repairs or modifications and hold Seller shall reimburse Buyer harmless from for all reasonable out of pocket costs and expenses incurred by Buyer in connection therewith. In either case, Seller shall reimburse Buyer for all reasonable out of pocket costs and expenses incurred by Buyer in connection with any recall, repair, replacement or refund program, including without limitation all costs related to: (i) investigating and/or inspecting the affected goods; (ii) locating, identifying and notifying Buyer’s customers; (iiiin) repairing, or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification, if such form of notifications is needed or required. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defecthazards affecting the goods, except where such consultation would prevent timely notification required by Lawlaw.

Product Recall. If at any time (a) If a recall is required by applicable Lawany governmental agency or regulatory authority having jurisdiction provides written notice to either Buyer or Supplier, or if (b) either Buyer or Supplier reasonably determines have a reasonable basis to conclude that any Products or Deliverables contain a recall is advisable because the goods may defect which could create a potential safety hazardhazard or unsafe condition, pose an unreasonable risk of serious injury or death, contain a quality or performance deficiency, or are not in compliance with any applicable code, standard or legal or regulatory requirement, thereby making it advisable, or contain a defect required, that such Products or non-conformance with the requirements of this Order occurring or likely Deliverables be subject to occur in multiple goodscorrective action including, which such defects or non-conformances are substantially similar or have substantially similar causes or effects without limitation, recall, retrofit, refund, replacement and/or repair (collectively a hereinafter “Serial DefectCorrective Action”), the parties shall Supplier or Buyer will promptly communicate such relevant facts to each other. At Buyer’s requestBuyer shall determine whether any Corrective Action involving the affected Products or Deliverables is warranted or advisable unless notice to that effect has been received from any governmental agency having jurisdiction. If Corrective Action is required under the law or Buyer determines that it is advisable, Supplier shall promptly develop a corrective action plan satisfactory to Buyerundertake Corrective Actions, which shall include all actions required to recall and/or repair the goods and any actions including those required by any applicable Law (“Corrective Action Plan”) for Buyer’s review consumer product safety or similar law and approval. At Buyer’s electionthe regulations thereunder, Xxxxx may develop and shall file all necessary papers, descriptions of corrective action, and other related documents and carry out the Corrective Action PlanAction. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other Supplier in any corrective actions and/or filingssuch filings and Corrective Action; provided, if applicable. (b) however, that nothing contained in this Section shall preclude Buyer from taking such action, and in such event, Supplier shall cooperate with and assist Buyer in any such filings and implementing the Corrective Action it elects to undertake. To the extent the need for such Corrective Action is determined to have been caused by a recall is required by applicable Lawdefect, noncompliance or due to a potential safety hazard, non-compliance quality or Serial Defect, performance deficiency which is caused by the responsibility of Supplier, at Buyer’s election, Supplier shall indemnify perform all necessary Corrective Action at its sole expense, or Buyer shall perform such necessary Corrective Action and hold Supplier shall reimburse Buyer harmless from for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection therewith. In either case, Supplier shall reimburse Buyer for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any recall, repair, replacement such (voluntary or refund programmandatory) Corrective Action, including all costs related to: (i) investigating and/or inspecting without limitation, the affected goods; (ii) cost of locating, identifying and notifying Buyer’s customers; (iii) , the cost of repairing, or where repair of the goods Product or Deliverables is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) Product or Deliverable, any costs of packing and shipping the recalled goods; Product or Deliverable, and (v) the cost of media notification, if such form of notification is necessary. The parties recognize that it is possible that other Supplier-provided products or deliverables might contain the same defect, noncompliance or quality or performance deficiency as do Products or Deliverables provided to Buyer. Buyer and Supplier agree that any Corrective Action involving Products or Deliverables provided to Buyer shall be treated separately and distinctly from similar Corrective Action of other products or deliverables of Supplier; provided that such separate and distinct treatment is lawful, and Supplier shall in no event fail to provide at least the same protection to Buyer on such Products or Deliverables as Supplier provides to its other customers in connection with similar Corrective Action. Each party Party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance hazards affecting the Products or Serial DefectDeliverables, except where such consultation would prevent timely notification required by Lawlaw. The provisions of this Section 23 shall survive any termination or expiration of this Contract.

Product Recall. (a) If a any governmental agency with jurisdiction over the recall is required by applicable Lawof any goods supplied hereunder provides written notice to Buyer or Seller, or if Buyer or Supplier reasonably determines Seller has a reasonable basis to conclude, that a recall is advisable because the any goods may supplied hereunder could possibly create a potential safety hazardhazard or unsafe condition, pose an unreasonable risk of serious injury or death, contain a defect or a quality or performance deficiency, or are not in compliance with any applicable code, standard or legal requirementrequirement so as to make it advisable, or contain a defect required, that such goods be recalled and/or repaired, Seller or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties shall Buyer will promptly communicate such relevant facts to each other. At Buyer’s requestBuyer shall determine whether a recall of the affected goods is warranted or advisable, Supplier unless Buyer or Seller has received notice to that effect from any governmental agency with jurisdiction over the recalled goods. (b) If a recall is required under the law or Buyer determines that it is advisable, Seller shall promptly develop a corrective action plan satisfactory to Buyerplan(s) (collectively, the “Corrective Action Plan”), which shall include all actions required to recall and/or repair the goods by any applicable consumer protection or similar law and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s regulations and provide Buyer with an opportunity to review and approvalapprove such plan. At Buyer’s election, Seller and Xxxxx may develop the Corrective Action Planagree to cooperate and work together to ensure that such plan is acceptable to both parties prior to its implementation. In no event shall If Buyer does not respond to Seller regarding its review and Supplier’s failure to agree on the approval of such Corrective Action Plan delay the timely notification of within a potential safety hazardreasonable time period, non-compliance or Serial Defect Buyer shall be deemed to users of the goodshave approved such plan. In addition, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other Seller in any corrective actions and/or filings; provided, if applicablehowever, that nothing contained in this Section shall preclude Buyer from taking any action or making any filings, and in such event, Seller shall cooperate with and assist Buyer in any corrective actions and/or filings it undertakes. (bc) To the extent a such recall is required determined to have been caused by applicable Lawa defect, quality or due to a potential safety hazardperformance deficiency, other deficiency, non- conformance or non-compliance or Serial Defectcompliance, which is caused by Supplierthe responsibility of Seller, Supplier at Buyer’s election, Seller shall indemnify perform all necessary repairs or modifications at its sole expense, or Buyer shall perform such necessary repairs or modifications and hold Seller shall reimburse Buyer harmless from for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection therewith. In either case, Seller shall reimburse Buyer for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any recall, repair, replacement or refund program, including without limitation all costs related to: (i) investigating and/or inspecting the affected goods; (ii) locating, identifying and notifying Buyer’s customerscustomers (if applicable); (iii) repairing, or where repair of the goods is impracticable or impossible, repurchasing or GE Confidential replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification, if such form of notifications is needed or required. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defecthazards affecting the goods, except where such consultation would prevent timely notification required by Lawlaw.

Product Recall. (ai) If Purchaser shall have responsibility after Closing for the management of all proceedings relating to product recalls for Business Products sold by the Business prior to the Closing, and all costs, Liabilities and expenses relating to any such product recall shall be the sole responsibility of Seller (the “Product Recall Liabilities”). In the event that after the Closing Date, Purchaser (A) receives notice with respect to a product recall relating to Business Products manufactured or sold by the Business prior to the Closing Date or (B) determines in Purchaser’s reasonable business judgment that it is advisable, or is required by applicable Lawa notice from a Governmental Authority, to undertake a recall of any Business Products manufactured or sold by the Business prior to the Closing Date, then, in each case, Purchaser shall (1) notify Seller of such circumstance within 20 Business Days of the receipt of such notice or the date of such determination, as applicable, and (2) not enter into any agreement with any claimants with respect to such product recall or with a Governmental Authority, without first permitting Seller the reasonable opportunity to review and comment on such agreement or proposed recall. In connection therewith, Purchaser shall provide Seller with reasonable access in a manner that shall not unduly interfere with Purchaser’s operations of the Business to Purchaser’s employees who would be in a position to evaluate the merits of any product recall. Such employees will assist Seller and Purchaser shall consider Seller’s comments in good faith in deciding whether to enter into an agreement with any claimant, including any Governmental Authority. If Seller does not respond within 15 Business Days after receipt of notice thereof, such claims shall be considered to be approved by Seller for purposes of this Section 2.02. No delay or failure to give such notice by Purchaser to Seller shall adversely affect any of the rights or remedies that Purchaser has under this Agreement, or if Buyer alter or Supplier reasonably determines relieve Seller of its obligations to indemnify Purchaser except to the extent that a recall is advisable because such delay or failure has materially prejudiced Seller. Purchaser shall undertake or honor, as applicable, with respect to the goods may create a potential safety hazard, are not in compliance with any applicable code, standard Business Products manufactured or legal requirement, or contain a defect or non-conformance with sold prior to the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”)Closing Date, the parties shall promptly communicate such facts Warranty Claims (in each case, not involving product recall, death, personal injury, other injury to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan satisfactory to Buyer, which shall include all actions required to recall and/or repair the goods and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury persons or damage to personsproperty) in substantially the same manner as undertaken, equipment or other property. Supplier processed, approved and Buyer shall cooperate performed, as the case may be, by Seller and its Affiliates in connection with and assist each other in any corrective actions and/or filings, if applicablethe Business prior to the Closing Date. (b) To the extent a recall is required by applicable Law, or due to a potential safety hazard, non-compliance or Serial Defect, which is caused by Supplier, Supplier shall indemnify and hold Buyer harmless from all reasonable costs and expenses incurred in connection with any recall, repair, replacement or refund program, including all costs related to: (i) investigating and/or inspecting the affected goods; (ii) notifying Buyer’s customers; (iii) repairingAll product liability claims for death, personal injury, other injury to persons or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification. Each party damage to property shall consult the other before making any statements to the public or be a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defect, except where such consultation would prevent timely notification required by LawRetained Liability in accordance with Section 2.02(a)(v).

Product Recall. a. The Parties will cooperate in good faith to respond to all customer inquiries and complaints relating to the Licensed Products and the record keeping and reporting relating thereto. Licensor will provide all reasonable assistance requested by Licensee in investigating customer complaints, incidents, or near incidents regarding the Products (a) If each a “Customer Complaint”). In the event any regulatory authority seizes any Licensed Product, requests a recall is required by applicable Lawof any Licensed Product (a “Regulatory Recall”), or if Buyer otherwise notifies Licensor or Supplier reasonably determines that a recall is advisable because the goods may create a Licensee of any violation or potential safety hazard, are not in compliance with violation of any applicable code, standard or legal requirement, or contain a defect or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects Applicable Law (collectively each a “Serial DefectRegulatory Issue”), the parties first Party who received a notification from the applicable regulatory authority must promptly (i) notify the other Party and (ii) provide the other Party with a copy of any applicable Regulatory Recall letter or equivalent written notification. In the event of a Customer Complaint or Regulatory Issue, the Parties will work together and cooperate in good faith to promptly remediate such Customer Complaint or Regulatory Issue, as applicable. Each Party shall promptly communicate be responsible for each such facts Party’s costs associated with such Customer Complaint or Regulatory Issue, provided that in the event the Customer Complaint or Regulatory Issue arises due to the actions or inaction of Licensee or matters within the responsibility of Licensee hereunder (including failure to comply with Applicable Law in the Territory), all out of pocket costs of Licensor shall be borne by Licensee, and in the event the Customer Complaint or Regulatory Issue arises due to the actions or inaction of Licensor or matters within the responsibility of Licensor hereunder, all direct out of pocket costs of Licensee shall be borne by Licensor. Moreover, the Parties will each otherprovide information reasonably requested by the other Party to investigate the cause and extent of such Customer Complaint or Regulatory Issue, as applicable. At Buyer’s requestLicensee agrees to consult with Licensor on all product liability claims, Supplier shall promptly develop a corrective proceedings or actions brought against Licensor in connection with the Licensed Products and to take such action plan satisfactory with respect to Buyerthe defense of any such claim or lawsuit as Licensor may reasonably request in order to protect the interests of Licensor and the Marks or the goodwill associated with therewith, which shall include all actions required to recall and/or repair the goods and any actions required by applicable Law (“Corrective Action Plan”) for Buyerbe at Licensor’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other in any corrective actions and/or filings, if applicableexpense. (b) To the extent a recall is required by applicable Law, or due to a potential safety hazard, non-compliance or Serial Defect, which is caused by Supplier, Supplier shall indemnify and hold Buyer harmless from all reasonable costs and expenses incurred in connection with any recall, repair, replacement or refund program, including all costs related to: (i) investigating and/or inspecting the affected goods; (ii) notifying Buyer’s customers; (iii) repairing, or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defect, except where such consultation would prevent timely notification required by Law.

Product Recall. (a) If Each Party shall promptly notify the other Party in writing of any order, request or directive of a court or other governmental authority or other decision to recall is required by applicable Lawor withdraw any of the Product in any jurisdiction. In the event that either Party believes it may be necessary to conduct a recall, field correction, market withdrawal, stock recovery, or if Buyer or Supplier reasonably determines that other similar action with respect to any Product which was sold under this Agreement (a recall is advisable because the goods may create a potential safety hazard, are not in compliance with any applicable code, standard or legal requirement, or contain a defect or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”"Recall"), the parties [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] they shall promptly communicate such facts to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan satisfactory to Buyer, which shall include all actions required to recall and/or repair the goods and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-compliant consult with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other in good faith as to how best to proceed, it being understood and agreed that the final decision as to any corrective actions and/or filingsRecall of any Product shall be made by LICENSEE; provided however, if applicable. (b) To the extent a recall that neither Party shall be prohibited hereunder from taking any action that it is required to take by applicable Applicable Law. Each of Nastech and LICENSEE shall make a permanent, or due to a potential safety hazard, non-compliance or Serial Defect, which is caused complete and accurate record of all costs incurred by Supplier, Supplier shall indemnify and hold Buyer harmless from all reasonable costs and expenses incurred it in connection with any Product recall, repair, replacement a copy of which shall be delivered to the other party upon its request as soon after the completion of such recall or refund program, including all costs related to: (i) investigating and/or inspecting seizure as practically may be done. If the affected goods; (ii) notifying Buyer’s customers; (iii) repairingcause of, or where repair reason for, said recall is attributable to the negligence or breach of this Agreement by LICENSEE or is associated with any general recall of other products of LICENSEE, the total cost of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification. Each party shall consult the other before making any statements recall to the public parties shall be borne by LICENSEE. If the cause of, or a governmental agency relating reason for, said recall or seizure is attributable to the negligence or breach of this Agreement by Nastech or is associated with any general recall of other products of Nastech, then Nastech shall reimburse LICENSEE for all reasonable out-of-pocket costs incurred by it in effecting such recallrecall or seizure. If the reason for the Recall is not attributable to Nastech or Licensee according to the foregoing and is due to reasons beyond the reasonable control of the Parties, potential safety hazardthen the Parties shall equally share the cost of such Recall and shall promptly reimburse each other as applicable. If Nastech and LICENSEE cannot agree which party is at fault or whether the recall was reasonably beyond the control of the parties, non- compliance then an independent technical expert, acceptable to both, will be designated to make the determination. The so designated technical expert shall not be an employee, consultant, officer, director or Serial Defectshareholder of or otherwise associated with any party or an Affiliate of any party. The technical expert's determination shall be, except where such consultation would prevent timely notification required by Lawin the absence of fraud or manifest error, binding and conclusive upon the parties. In the case of fraud or manifest error, the dispute resolution mechanism of Article XVII shall apply.

Product Recall. (a) If a recall is required by applicable Law, or if Buyer or Supplier reasonably determines that a recall is advisable because the goods may create a potential safety hazard, are not in compliance with any applicable code, standard or legal requirement, or contain a defect or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-non- conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties shall promptly communicate such facts to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan satisfactory to Buyer, which shall include all actions required to recall and/or repair the goods and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-non- compliance or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or Or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other in any corrective actions and/or filings, if applicable. (b) To the extent a recall is required by applicable Law, or due to a potential safety hazard, non-–compliance or Serial Defect, which is caused by Supplier, Supplier shall indemnify and hold Buyer harmless from all reasonable costs and expenses incurred in connection with any recall, repair, replacement or refund program, including all costs related to: (i) investigating and/or inspecting the affected goods; (ii) notifying Buyer’s customers; (iii) repairing, or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- non-compliance or Serial Defect, except where such consultation would prevent timely notification required by Law.

Product Recall. 13.1 Subject to Clause 13.3.1, the costs and obligations with respect to any Recall of Product and handling enquiries and contacts from any Regulatory Authority relating to any Recall of Product shall be the responsibility of Customer. Customer shall notify all Regulatory Authorities having jurisdiction over Product (awhether or not the issue arose in the jurisdiction controlled by the Regulatory Authority) If a recall is required by applicable Lawof any Recall, or if Buyer or Supplier and shall be responsible for coordinating all necessary activities regarding the action taken. CMC shall, [***], provide all reasonable assistance to Customer in connection with any Recall. The Parties agree to keep each other advised of any Recall, the progress of undertaking any Recall, and to exchange copies of such documentation as may be reasonably determines that a recall is advisable because the goods may create a potential safety hazardrequired, are not in to assure regulatory compliance with a Recall. 13.2 If either Party has reason to believe that any applicable codeProduct (whether the Product itself or particular Batch(es)) should be Recalled, standard or legal requirement, or contain a defect or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties Party shall promptly communicate inform the other in writing, to also include the reasons and explanations for the Recall, prior to taking any such facts to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan satisfactory to Buyer, which shall include all actions required to recall and/or repair the goods and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Planaction. In no event addition, Customer shall Buyer and Suppliergive CMC prompt written notice of any Recalls that Customer believes were caused by or may have been caused by CMC’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-compliant comply with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other in any corrective actions and/or filings, if applicableits obligations under this Agreement. (b) To the extent a recall 13.3 If any Product is required by applicable Law, Recalled for safety reasons or due to a potential safety hazardmandatory notification from a Regulatory Authority dictating the Recall and, non-compliance in either case, such reasons are as a result of CMC’s failure to manufacture Product in accordance with the terms of this Agreement or Serial Defectotherwise as a result of CMC’s negligence or wilful misconduct (“CMC Failure”), which is caused by Supplierthen CMC shall, Supplier shall indemnify and hold Buyer harmless from subject to Clause 12, reimburse Customer for all reasonable costs and expenses incurred by Customer in connection undertaking the Recall of those specific Products which are the subject of a CMC Failure. Such payment shall be made [***]. If CMC disputes that the Recall is: 13.3.1 due to safety reasons or mandatory notification from a Regulatory Authority dictating the Recall then the Parties shall mutually select a regulatory expert to evaluate whether the Recall was appropriate to address the safety reason or comply with the Regulatory Authority’s notice (as applicable); and/or Commercial Supply Agreement 244238347 v3 13.3.2 due to CMC’s CMC Failure, then the Parties shall mutually select an independent laboratory to evaluate whether the Product is defective due to CMC’s CMC Failure; and the evaluation(s) by the regulatory expert and/or independent laboratory shall be binding on the Parties (other than where such decision is a manifest error). If such evaluation substantially supports CMC’s basis(es) for the dispute, then CMC shall not be responsible for any recall, repair, replacement or refund program, including all costs related to: (i) investigating and/or inspecting the affected goods; (ii) notifying Buyer’s customers; (iii) repairing, or where repair of the goods is impracticable or impossibleRecall. Subject to Clauses 9 and 12, repurchasing or replacing any payment by CMC under this Clause 13.3 shall be Customer’s sole remedy for the recalled goods; (iv) packing and shipping costs of the recalled goods; and (v) media notification. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defect, except where such consultation would prevent timely notification required by LawRecall.

Product Recall. If at any time (a) If a recall is required by applicable Lawany governmental agency having jurisdiction provides written notice to either Buyer or Supplier, or if (b) either Buyer or Supplier reasonably determines have a reasonable basis to conclude that any Products contain a recall is advisable because the goods may defect which could create a potential safety hazardhazard or unsafe condition, pose an unreasonable risk of serious injury or death, contain a quality or performance deficiency, or are not in compliance with any applicable code, standard or legal or regulatory requirement, thereby making it advisable, or contain a defect or non-conformance with the requirements of this Order occurring or likely required, that such Products be subject to occur in multiple goodscorrective action including, which such defects or non-conformances are substantially similar or have substantially similar causes or effects without limitation, product recall, retrofit, refund, replacement and/or repair (collectively a “Serial Defect”hereinafter "corrective action"), the parties shall Supplier or Buyer will promptly communicate such relevant facts to each other. At Buyer’s requestBuyer shall determine whether any corrective action involving the affected Products is warranted or advisable unless notice to that effect has been received from any governmental agency having jurisdiction. If corrective action is required under the law or Buyer determines that it is advisable, Supplier shall promptly develop a undertake corrective action plan satisfactory to Buyeractions, which shall include all actions required to recall and/or repair the goods and any actions including those required by any applicable Law (“Corrective Action Plan”) for Buyer’s review consumer product safety or similar law and approvalthe regulations thereunder, and shall file all necessary papers, descriptions of corrective action, and other related documents and carry out the correction action. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other Supplier in any such filings and corrective actions and/or filingsaction; provided, if applicable. (b) however, that nothing contained in this Section shall preclude Buyer from taking such action, and in such event, Supplier shall cooperate with and assist Buyer in any such filings and implementing the corrective action it elects to undertake. To the extent the need for such corrective action is determined to have been caused by a recall is required by applicable Lawdefect, noncompliance or due to a potential safety hazard, non-compliance quality or Serial Defect, performance deficiency which is caused by the responsibility of Supplier, at Buyer’s election, Supplier shall indemnify perform all necessary corrective action at its sole expense, or Buyer shall perform such necessary corrective action and hold Supplier shall reimburse Buyer harmless from for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection therewith. In either case, Supplier shall reimburse Buyer for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any recall, repair, replacement such (voluntary or refund programmandatory) corrective action, including all costs related to: (i) investigating and/or inspecting without limitation, the affected goods; (ii) cost of locating, identifying and notifying Buyer’s customers; (iii) , the cost of repairing, or where repair of the goods Product is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) Product, any costs of packing and shipping the recalled goods; Product, and (v) the cost of media notification, if such form of notification is necessary. The parties recognize that it is possible that other Supplier-manufactured products might contain the same defect, noncompliance or quality or performance deficiency as do Products manufactured for Buyer. Buyer and Supplier agree that any corrective action involving Products for Buyer shall be treated separately and distinctly from similar corrective action of other products of Supplier; provided that such separate and distinct treatment is lawful and Supplier shall in no event fail to provide at least the same protection to Buyer on such Products as Supplier provides to its other customers in connection with similar corrective action. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defecthazards affecting Products, except where such consultation would prevent timely notification required by Lawlaw. The provisions of this Section 23 shall survive any termination or expiration of this Contract.

Product Recall. If at any time (a) If a recall is required by applicable Lawany governmental agency or regulatory authority having jurisdiction provides written notice to either Buyer or Supplier, or if (b) either Buyer or Supplier reasonably determines have a reasonable basis to conclude that any Products or Deliverables contain a recall is advisable because the goods may defect which could create a potential safety hazardhazard or unsafe condition, pose an unreasonable risk of serious injury or death, contain a quality or performance deficiency, or are not in compliance with any applicable code, standard or legal or regulatory requirement, thereby making it advisable, or contain a defect required, that such Products or non-conformance with the requirements of this Order occurring or likely Deliverables be subject to occur in multiple goodscorrective action including, which such defects or non-conformances are substantially similar or have substantially similar causes or effects without limitation, recall, retrofit, refund, replacement and/or repair (collectively a hereinafter “Serial DefectCorrective Action”), the parties shall Supplier or Buyer will promptly communicate such relevant facts to each other. At Buyer’s requestBuyer shall determine whether any Corrective Action involving the affected Products or Deliverables is warranted or advisable unless notice to that effect has been received from any governmental agency having jurisdiction. If Corrective Action is required under the law or Buyer determines that it is advisable, Supplier shall promptly develop a corrective action plan satisfactory to Buyerundertake Corrective Actions, which shall include all actions required to recall and/or repair the goods and any actions including those required by any applicable Law (“Corrective Action Plan”) for Buyer’s review consumer product safety or similar law and approvalthe regulations thereunder, and shall file all necessary papers, descriptions of corrective action, and other related documents and carry out the Correction Action. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other Supplier in any corrective actions and/or filingssuch filings and Corrective Action; provided, if applicable. (b) however, that nothing contained in this Section shall preclude Buyer from taking such action, and in such event, Supplier shall cooperate with and assist Buyer in any such filings and implementing the Corrective Action it elects to undertake. To the extent the need for such Corrective Action is determined to have been caused by a recall is required by applicable Lawdefect, noncompliance or due to a potential safety hazard, non-compliance quality or Serial Defect, performance deficiency which is caused by the responsibility of Supplier, at Buyer’s election, Supplier shall indemnify perform all necessary Corrective Action at its sole expense, or Buyer shall perform such necessary Corrective Action and hold Supplier shall reimburse Buyer harmless from for all reasonable out-of- pocket costs and expenses incurred by Buyer in connection therewith. In either case, Supplier shall reimburse Buyer for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any recall, repair, replacement such (voluntary or refund programmandatory) Corrective Action, including all costs related to: (i) investigating and/or inspecting without limitation, the affected goods; (ii) cost of locating, identifying and notifying Buyer’s customers; (iii) , the cost of repairing, or where repair of the goods Product or Deliverables is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) Product or Deliverable, any costs of packing and shipping the recalled goods; Product or Deliverable, and (v) the cost of media notification, if such form of notification is necessary. The parties recognize that it is possible that other Supplier-provided products or deliverables might contain the same defect, noncompliance or quality or performance deficiency as do Products or Deliverables provided to Buyer. Buyer and Supplier agree that any Corrective Action involving Products or Deliverables provided to Buyer shall be treated separately and distinctly from similar Corrective Action of other products or deliverables of Supplier; provided that such separate and distinct treatment is lawful and Supplier shall in no event fail to provide at least the same protection to Buyer on such Products or Deliverables as Supplier provides to its other customers in connection with similar Corrective Action. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance hazards affecting Products or Serial DefectDeliverables, except where such consultation would prevent timely notification required by Lawlaw. The provisions of this Section 23 shall survive any termination or expiration of this Contract.

Product Recall. (a) If a recall is required by applicable Law, an authorized government agency of the United States shall seize any CombiPatch Product or if Buyer Novogyne in its sole judgment deems it necessary to initiate a voluntary recall of any CombiPatch Product for any reason, Novogyne shall immediately notify Noven of such seizure or Supplier reasonably determines that a recall is advisable because and shall consult with Noven regarding the goods may create a potential safety hazard, are not in timely compliance with any all pertinent state or federal regulations pertaining thereto. Notification of the applicable codeGRB authorities by the Parties shall be coordinated. Furthermore, standard each Party shall make a permanent, complete and accurate record of all costs incurred by its connection therewith, a copy of which shall be delivered to the other Party as soon after the completion of such recall or legal requirement, seizure as practically may be done. If the cause of or contain a defect reason for said recall or non-conformance with the requirements seizure arises from or is attributable to Noven's gross negligence or breach of this Order occurring or likely to occur in multiple goodsSupply Agreement, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties Noven shall promptly communicate such facts to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan satisfactory to Buyer, which shall include all actions required to recall and/or repair the goods and any actions required by applicable Law (“Corrective Action Plan”) reimburse Novogyne for Buyer’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other in any corrective actions and/or filings, if applicable. (b) To the extent a recall is required by applicable Law, or due to a potential safety hazard, non-compliance or Serial Defect, which is caused by Supplier, Supplier shall indemnify and hold Buyer harmless from all reasonable costs and expenses incurred by Novogyne in connection with any recall, repair, replacement effecting such recall or refund programseizure, including all costs related to: (i) investigating and/or inspecting reasonable credits extended to Novogyne's customers as a result thereof. If the affected goods; (ii) notifying Buyer’s customers; (iii) repairing, cause of or where repair of the goods reason for said recall or seizure is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification. Each party shall consult the other before making any statements directly attributable to the public failure of Novogyne to properly store, transport or a governmental agency relating care for any CombiPatch Product while such CombiPatch Product was in Novogyne's possession, Novogyne shall reimburse Noven for all reasonable costs incurred by Noven at Novogyne's request in effecting such recall or seizure. If the Parties cannot agree which Party is at fault, then an independent technical expert, acceptable to such recallboth Parties, potential safety hazardwill be designated to make the determination. The so designated technical expert shall not be an employee, non- compliance consultant, officer, director or Serial Defectshareholder of or otherwise associated with either Party or an Affiliate. The technical expert's determination shall be, except where such consultation would prevent timely notification required by Lawin the absence of fraud or manifest error, binding and conclusive upon both Parties.

Product Recall. (a) If a any governmental agency with jurisdiction over the recall is required by applicable Lawof any goods supplied hereunder provides written notice to Buyer or Seller, or if Buyer or Supplier reasonably determines Seller has a reasonable basis to conclude, that a recall is advisable because the any goods may supplied hereunder could possibly create a potential safety hazardhazard or unsafe condition, pose an unreasonable risk of serious injury or death, contain a defect or a quality or performance deficiency, or are not in compliance with any applicable code, standard or legal requirementrequirement so as to make it advisable, or contain a defect required, that such goods be recalled and/or repaired, Seller or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties shall Buyer will promptly communicate such relevant facts to each other. At Buyer’s requestBuyer shall determine whether a recall of the affected goods is warranted or advisable, Supplier unless Buyer or Seller has received notice to that effect from any governmental agency with jurisdiction over the recalled goods. (b) If a recall is required under the law or Buyer determines that it is advisable, Seller shall promptly develop a corrective action plan satisfactory to Buyerplan(s) (collectively, the “Corrective Action Plan”), which shall include all actions required to recall and/or repair the goods by any applicable consumer protection or similar law and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s regulations and provide Buyer with an opportunity to review and approvalapprove such plan. At Buyer’s election, Seller and Xxxxx may develop the Corrective Action Planagree to cooperate and work together to ensure that such plan is acceptable to both parties prior to its implementation. In no event shall If Buyer does not respond to Seller regarding its review and Supplier’s failure to agree on the approval of such Corrective Action Plan delay the timely notification of within a potential safety hazardreasonable time period, non-compliance or Serial Defect Buyer shall be deemed to users of the goodshave approved such plan. In addition, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other Seller in any corrective actions and/or filings; provided, if applicablehowever, that nothing contained in this Section shall preclude Buyer from taking any action or making any filings, and in such event, Seller shall cooperate with and assist Buyer in any corrective actions and/or filings it undertakes. (bc) To the extent a such recall is required determined to have been caused by applicable Lawa defect, quality or due to a potential safety hazardperformance deficiency, other deficiency, non-compliance conformance or Serial Defectnon-compliance, which is caused by Supplierthe responsibility of Seller, Supplier at Buyer’s election, Seller shall indemnify perform all necessary repairs or modifications at its sole expense, or Buyer shall perform such necessary repairs or modifications and hold Seller shall reimburse Buyer harmless from for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection therewith. In either case, Seller shall reimburse Buyer for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any recall, repair, replacement or refund program, including without limitation all costs related to: (i) investigating and/or inspecting the affected goods; (ii) locating, identifying and notifying Buyer’s customers; (iii) repairing, or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; ; (iv) packing and shipping the recalled goods; and (v) media notification, if such form of notifications is needed or required. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defecthazards affecting the goods, except where such consultation would prevent timely notification required by Lawlaw.

Product Recall. (a) If a recall is required by applicable Law, or if Buyer or Supplier reasonably determines that a recall is advisable because the goods may create a potential safety hazard, are not in compliance with any applicable code, standard or legal requirement, or contain a defect or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties shall promptly communicate such facts to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan satisfactory to Buyer, which shall include all actions required to recall and/or repair the goods and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-non- compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other in any corrective actions and/or filings, if applicable. (b) To the extent a recall is required by applicable Law, or due to a potential safety hazard, non-compliance or Serial Defect, which is caused by Supplier, Supplier shall indemnify and hold Buyer harmless from all reasonable costs and expenses incurred in connection with any recall, repair, replacement or refund programpresente Ordine, including all costs related to: si procederà per iscritto a un’adeguata rettifica del prezzo e/o delle tempistiche di consegna del presente Ordine, a seconda del caso. Si considererà che il Fornitore abbia rinunciato a tale rettifica ove non notificata entro trenta (i30) investigating and/or inspecting the affected goods; (ii) notifying Buyer’s customers; (iii) repairinggiorni dal ricevimento della richiesta da parte dell’Acquirente, or where repair of the goods is impracticable or impossibledi modifica o sospensione, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defect, except where such consultation would prevent timely notification required by Lawe le rettifiche potranno includere solamente i costi ragionevoli e diretti da sostenere necessariamente in conseguenza diretta della modifica.

Product Recall. If at any time (a) If a recall is required by applicable Lawany governmental agency having jurisdiction provides written notice to either Buyer or Supplier, or if (b) either Buyer or Supplier reasonably determines have a reasonable basis to conclude that any Products contain a recall is advisable because the goods may defect which could create a potential safety hazardhazard or unsafe condition, pose an unreasonable risk of serious injury or death, contain a quality or performance deficiency, or are not in compliance with any applicable code, standard or legal or regulatory requirement, thereby making it advisable, or contain a defect or non-conformance with the requirements of this Order occurring or likely required, that such Products be subject to occur in multiple goodscorrective action including, which such defects or non-conformances are substantially similar or have substantially similar causes or effects without limitation, product recall, retrofit, refund, replacement and/or repair (collectively a hereinafter “Serial DefectCorrective Action”), the parties shall Supplier or Buyer will promptly communicate such relevant facts to each other. At Buyer’s requestBuyer shall determine whether any Corrective Action involving the affected Products is warranted or advisable unless notice to that effect has been received from any governmental agency having jurisdiction. If Corrective Action is required under the law or Buyer determines that it is advisable, Supplier shall promptly develop a corrective action plan satisfactory to Buyerundertake Corrective Actions, which shall include all actions required to recall and/or repair the goods and any actions including those required by any applicable Law (“Corrective Action Plan”) for Buyer’s review consumer product safety or similar law and approvalthe regulations thereunder, and shall file all necessary papers, descriptions of corrective action, and other related documents and carry out the Correction Action. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other Supplier in any corrective actions and/or filingssuch filings and Corrective Action; provided, if applicable. (b) however, that nothing contained in this Section shall preclude Buyer from taking such action, and in such event, Supplier shall cooperate with and assist Buyer in any such filings and implementing the Corrective Action it elects to undertake. To the extent the need for such Corrective Action is determined to have been caused by a recall is required by applicable Lawdefect, noncompliance or due to a potential safety hazard, non-compliance quality or Serial Defect, performance deficiency which is caused by the responsibility of Supplier, at Buyer’s election, Supplier shall indemnify perform all necessary Corrective Action at its sole expense, or Buyer shall perform such necessary Corrective Action and hold Supplier shall reimburse Buyer harmless from for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection therewith. In either case, Supplier shall reimburse Buyer for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any recall, repair, replacement such (voluntary or refund programmandatory) Corrective Action, including all costs related to: (i) investigating and/or inspecting without limitation, the affected goods; (ii) cost of locating, identifying and notifying Buyer’s customers; (iii) , the cost of repairing, or where repair of the goods Product is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) Product, any costs of packing and shipping the recalled goods; Product, and (v) the cost of media notification, if such form of notification is necessary. The parties recognize that it is possible that other Supplier-manufactured products might contain the same defect, noncompliance or quality or performance deficiency as do Products manufactured for Buyer. Buyer and Supplier agree that any Corrective Action involving Products for Buyer shall be treated separately and distinctly from similar Corrective Action of other products of Supplier; provided that such separate and distinct treatment is lawful and Supplier shall in no event fail to provide at least the same protection to Buyer on such Products as Supplier provides to its other customers in connection with similar Corrective Action. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defecthazards affecting Products, except where such consultation would prevent timely notification required by Lawlaw. The provisions of this Section 23 shall survive any termination or expiration of this Contract.

Product Recall. In the event that either Party believes it may be necessary to conduct a recall, field correction, market withdrawal, stock recovery, or other similar action with respect to any Product which was sold under this Agreement (a “Recall”), AYTU and TRIS shall promptly consult with each other in good faith as to how best to proceed, it being understood and agreed that the final decision as to any Recall of any Product sold by AYTU or its Subsidiaries or its Sublicensees shall be made by AYTU, as AYTU is responsible for notifying regulatory agencies of any recall market withdrawals, etc., provided, however, that neither Party shall be prohibited hereunder from taking any action that it is required to take by Applicable Law. Each of TRIS and AYTU shall make a permanent, complete and accurate record of all costs incurred by it in connection with any Product recall. (a) If To the extent any Recall or seizure of any Product sold by AYTU or its Subsidiaries or Sublicensees is caused by or is the result of the breach or default of any covenant, warranty or obligation in this Agreement by TRIS (including a recall is required by applicable Lawbreach of the Product warranties contained in Section 8.1), or if Buyer the negligence, mistake or Supplier reasonably determines that a recall is advisable because the goods may create a potential safety hazard, are not in compliance with omission of TRIS (or any applicable code, standard or legal requirement, or contain a defect or non-conformance with the requirements Approved Manufacturer engaged by TRIS) (any of this Order occurring or likely such events being referred to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a as “Serial DefectTRIS’ Fault”), TRIS shall (i) reimburse (or at AYTU’s option, credit) AYTU for all reasonable and documented out- of-pocket costs and expenses reasonably incurred by AYTU in connection with the parties shall promptly communicate Recall or seizure, including, without limitation, replacing the Product subject to the Recall or seizure in accordance with the provisions of Section 5.4; and (ii) as provided in Section 13.1(b), indemnify and hold AYTU and its Subsidiaries harmless from and against any and all damages to or claims by Third Parties associated with or resulting from any such facts to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan satisfactory to Buyer, which shall include all actions required to recall and/or repair the goods and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance Recall or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other in any corrective actions and/or filings, if applicableseizure. (b) To the extent a recall is required any Recall or seizure of any Product sold by applicable Law, AYTU or due to a potential safety hazard, non-compliance its Subsidiaries or Serial Defect, which its Sublicensees is caused by Supplieror is the result of the breach or default of any covenant, Supplier shall indemnify and hold Buyer harmless from warranty or obligation in this Agreement or any applicable sublicense agreement by AYTU or its Subsidiaries or its Sublicensees or the negligence, mistake or omission of AYTU (or any subcontractor or other Third Party engaged by AYTU or its Subsidiaries or its Sublicensees) (any of such events being referred to as “AYTU’s Fault”) AYTU shall: (i) reimburse (or at TRIS’ option, credit) TRIS for all reasonable and documented out-of-pocket costs and expenses incurred by TRIS in connection with any recall, repair, replacement the Recall or refund program, including all costs related to: (i) investigating and/or inspecting the affected goodsseizure; and (ii) notifying Buyeras provided in Section 13.1(a), indemnify and hold TRIS and its Subsidiaries harmless from and against any and all damages to or claims by Third Parties associated with or resulting from any such Recall or seizure. (c) If the cause or reason of any Recall or seizure of any Product sold by AYTU or its Subsidiaries or its Sublicensees is the result of TRIS’ Fault and AYTU’s customers; Fault, then TRIS and AYTU shall be responsible for the payment of reasonable and documented out-of-pocket costs and expenses incurred by either Party in connection with the Recall or seizure and all damages to or claims by Third Parties associated with or resulting from such Recall or seizure in proportion to the relative fault of each Party in causing such Recall or seizure. (iiid) repairingIf there is any Recall or seizure of any Product sold by AYTU or its Subsidiaries or its Sublicensees and the cause or reason of such Recall or seizure is not the result of TRIS’ Fault or AYTU’s Fault, the Parties shall be each be responsible for and pay one-half (1/2) of any and all losses, costs, and expenses reasonably incurred by either Party in connection with such Recall or seizure and any damages to or claims by Third Parties associated with or resulting from any such Recall or seizure. (e) If TRIS and AYTU cannot agree which party is at fault or the relative degree of fault if both Parties are at fault, then such Dispute shall be resolved in accordance with Section 14.3. (f) Each Party shall keep the other fully informed of any notification or other information, whether received directly or indirectly, which might affect the marketability, safety or effectiveness of a Product, or where repair which might result in liability issues or otherwise necessitate action on the part of either party, or which might result in Recall or seizure of Product. (g) Prior to any reimbursement pursuant to this Section 5.5 the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification. Each party Party claiming reimbursement shall consult provide the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defect, except where such consultation would prevent timely notification required by LawParty with all available documentation of all reimbursable costs and expenses.

Product Recall. (a) If a recall is required by applicable LawIn the event the FDA, or if Buyer other Regulatory Authority in the Territory shall order (or Supplier appear reasonably determines that likely to order) any Recall with respect to the Product, and the cause of such Recall is due to (i) a recall is advisable because breach by DUSA of any of its representations, warranties, obligations, covenants or other agreements contained in the goods may create a potential safety hazard, are not in compliance with any applicable code, standard Agreement or legal requirementthis SDEA, or contain its negligence or willful misconduct then DUSA shall be liable, and shall reimburse XXXXXXX for the reasonable out-of-pocket costs and expenses relating to or arising out of such Recall including, but not limited to, replacing all of XXXXXXX'x effected inventory, or (ii) a defect breach by XXXXXXX of any of its representations, warranties, obligations, covenants or nonother agreements contained herein, or its negligence or willful misconduct, then XXXXXXX shall be liable and shall reimburse DUSA for its reasonable out-conformance of-pocket costs and expenses relating to or arising out of such Recall, including but not limited to any Product not yet invoiced that must be destroyed; provided that if both Parties share responsibility with the requirements of this Order occurring or likely respect to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”)Recall, the parties costs shall promptly communicate such facts to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan satisfactory to Buyer, which shall include all actions required to recall and/or repair be shared in the goods and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users ratio of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other in any corrective actions and/or filings, if applicableParties' contributory responsibility. (b) To Either DUSA or XXXXXXX, after consultation by the extent executive officers named in Section 4.5 of the Agreement, as amended, to discuss whether a recall Recall is required necessary, shall have the right to undertake any Recall of the Product supplied hereunder for any reason that would cause (or appear reasonably likely to cause) the FDA or other Regulatory Authority in the Territory to order a Recall; provided however, if either Party believes in good faith that there is need for an immediate Recall (as well as a public statement announcing such Recall), such that it is not reasonable feasible for the Parties to confer, then such Recall may be initiated without consultation in advance of the initiation of such Recall, and if the cause of such Recall is due to (i) a breach by applicable LawDUSA of any of its warranties, representations, obligations, covenants or other agreements contained in the Agreement or herein, or due to a potential safety hazardits negligence or willful misconduct then DUSA shall be liable, nonand shall reimburse XXXXXXX for the reasonable out-compliance or Serial Defect, which is caused by Supplier, Supplier shall indemnify and hold Buyer harmless from all reasonable of-pocket costs and expenses incurred in connection with any recallrelating to or arising out of such Recall, repairincluding, replacement but not limited to, replacing all of XXXXXXX'x effected inventory or refund program, including all costs related to: (i) investigating and/or inspecting the affected goods; (ii) notifying Buyer’s customers; (iii) repairinga breach by XXXXXXX of any of its representations, warranties, obligations, covenants or other agreements contained in the Agreement or herein, or where repair its negligence or willful misconduct, then XXXXXXX shall be liable, and shall reimburse DUSA for its reasonable out-of-pocket costs and expenses relating to or arising out of the goods is impracticable or impossiblesuch Recall, repurchasing or replacing the recalled goodsincluding but not limited to any Product not yet invoiced that must be destroyed; (iv) packing and shipping the recalled goods; and (v) media notification. Each party shall consult the other before making any statements to the public or a governmental agency relating provided that if both Parties share responsibility with respect to such recall, potential safety hazardthe costs shall be shared in the ratio of the Parties' contributory responsibility. (c) XXXXXXX and XXXX shall each maintain traceability records as are sufficient and as may be necessary to permit a Recall of any Product. XXXXXXX and DUSA agree that if either Party shall discover or become aware of any fact, non- compliance condition, circumstance or Serial Defectevent (whether actual or potential) concerning or related to the Product which may reasonably Note: Certain portions of this document have been marked "[C.I.]" to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and filed separately with the Securities and Exchange Commission. require a Recall of the Product, except where such consultation would prevent timely notification required Party shall promptly communicate such fact, condition, circumstance or event to the other Party as soon as possible but in all instances within forty-eight (48) hours. In the event (i) any Regulatory Authority or other governmental body requests that the Product be Recalled, (ii) a court of competent jurisdiction orders such a Recall, or (iii) XXXXXXX or XXXX determines that the Product should be Recalled from the market, the Parties shall take all appropriate remedial actions with respect to such Recall of the Product. To the extent that it is necessary to communicate with any third party, including but not limited to any Regulatory Authority or other governmental body, the media, or any customer of XXXXXXX, concerning any such fact, condition, circumstance or event, a XXXXXXX official shall be the primary contact person concerning the Recall and remedial action. The obligations under this Section shall survive the complete or partial termination of this Agreement. Each Party shall make every reasonable effort to mitigate any costs or expenses to be reimbursed by Law.the other Party pursuant to this Section X.

Product Recall. (a) If In the event that the Manufacturer shall be required (or shall voluntarily decide) to initiate a recall is required recall, product withdrawal or field correction of any Product (a "Recall"), whether or not such Recall has been requested or ordered by applicable Lawthe FDA (or any other governmental body, agency or official having jurisdiction in the Territory) or by a court, Genpharm shall, or if Buyer or Supplier reasonably determines that a recall is advisable because shall cause the goods may create a potential safety hazardManufacturer to, are not in compliance with any applicable codenotify Leiner, standard or legal requirement, or contain a defect or non-conformance with the requirements of this Order occurring or likely and Leiner shall fully cooperate and shall cause its Affiliates to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties shall promptly communicate such facts to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan satisfactory to Buyer, which shall include all actions required to recall and/or repair the goods and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall fully cooperate with Genpharm (and assist each such Manufacturer) in notifying their customers to return all such Product and shall follow any other in any corrective actions and/or filings, if applicableinstructions provided by Genpharm (or such Manufacturer). (b) To In the extent event that Leiner believes that a recall is required by applicable LawRecall may be necessary and/or appropriate, prior to taking any action Leiner shall immediately notify Par and the Manufacturer and Genpharm and Leiner shall cooperate and cause their respective Affiliates to cooperate with each other (and the other's Affiliates) in determining the necessity and nature of the action to be taken. (c) With respect to any Recall, Genpharm or due to a potential safety hazard, non-compliance or Serial Defect, which is caused by Supplier, Supplier the Manufacturer shall indemnify make all contacts with the FDA and hold Buyer harmless from shall be responsible for coordinating all reasonable costs and expenses incurred of the necessary activities in connection with any recall, repair, replacement or refund program, including all costs related to: such Recall and Leiner (and its Affiliates) and Genpharm (and its Affiliates) shall each cooperate with the other (and with the other's Affiliates) in recalling the affected Product. (i) investigating and/or inspecting In the affected goods; event that it is determined by agreement of the parties or by arbitration as herein contemplated that a Recall results from any cause or event arising from the manufacture, labeling, storage, transportation (prior to delivery to Leiner), handling or packaging of the Product by the Manufacturer or other cause or event attributable to the Manufacturer, Genpharm shall be responsible for all expenses of such Recall. (ii) notifying Buyer’s customers; In the event that it is determined by agreement of the parties or by arbitration as herein contemplated that a Recall results from any cause or event arising from the transportation(after delivery to Leiner), repackaging, labeling, storage, handling, CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION ASTERISKS DENOTE SUCH OMISSION (iii) repairing, or where repair In the event that it is determined by agreement of the goods is impracticable parties or impossibleby arbitration as herein contemplated that a Recall results from a combination of (i) and (ii) above, repurchasing then Genpharm and Leiner shall be responsible for all expenses of such Recall in proportions determined by such agreement of the parties or replacing the recalled goods; by such arbitration. (iv) packing Any costs incurred by the Manufacturer or Leiner in complying with their respective obligations pursuant to this Section 7.4 shall not be passed on to the other parties hereunder in the calculation of the Manufacturing Cost or otherwise. (e) For purposes of this agreement, Recall expenses shall include, but not be limited to, the expenses of notification and shipping destruction or return of the recalled goods; Product, as the case may be, and Leiner's (vand xxx Xxxiliates') media notificationand Genpharm's (and its Affiliates') reasonable out-of pocket costs in connection with such Recall, including, but not limited to, reasonable attorney's fees and expenses and credits and recall expenses claimed and paid to customers (the "Recall Expenses"). Each party of the parties shall consult use, and shall cause its Affiliates to use, its reasonable best efforts to minimize the other before making any statements Recall Expenses that it incurs and shall provide to the public or a governmental agency other, upon request, reasonable evidence of the Recall Expenses being claimed by it. (f) All communications relating to such recall, potential safety hazard, non- compliance or Serial Defect, except where such consultation would prevent timely notification required by Lawa Recall shall be held in confidence and shall be subject to the terms of Section 10 hereof.

Product Recall. (aPetSmart will have the sole right to negotiate and enter into a settlement(s) If a recall is required by applicable Lawwith any governmental agency or official with respect to any potential fine, penalty, issue, or if Buyer or Supplier reasonably determines that a recall is advisable because the goods may create a potential safety hazard, are not in compliance with any applicable code, standard or legal requirement, or contain a defect or non-conformance with the requirements of this Order occurring or likely to occur in multiple goods, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”), the parties shall promptly communicate such facts to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan satisfactory to Buyer, which shall include all actions required to recall and/or repair the goods and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer shall cooperate with and assist each other in any corrective actions and/or filings, if applicable. (b) To the extent a recall is required by applicable Law, or due liability related to a potential safety hazard, nonNon-compliance Conforming Product or Serial Defect, which is caused any allegation that the Product fails to comply with Applicable Laws or industry standards. Vendor may request that any Non-Conforming Products be returned to Vendor for examination at Vendor's sole cost and expense. Such return by Supplier, Supplier shall indemnify and hold Buyer harmless from all reasonable costs and expenses incurred PetSmart will not be deemed a waiver of any right or remedy that PetSmart may have as a result of or in connection with such Non-Conforming Products. Vendor shall not sell or otherwise dispose of the any such Non- Conforming Products or parts and components without the written consent of PetSmart. Vendor shall immediately give PetSmart written notice of (i) all quality control test results and data for any Product that do not satisfy the PetSmart Requirements; (ii) any known or suspected deviation in standard manufacturing processes that results in a Non-Conforming Product; (iii) any Product that fails or is alleged to have failed to comply with any consumer product safety requirement contained in the specifications, industry standards, or standards promulgated by a governmental agency or Applicable Laws; or (iv) any defect, issue or design regarding a Product that could create a risk of injury to an individual or animal. If Vendor receives notice of a recall, repairharmful ingredients, replacement or refund programdefects in the Product, including Vendor shall notify PetSmart immediately. Vendor shall promptly furnish to PetSmart all costs related todocumentation, information and data regarding the Product necessary or helpful to PetSmart, as determined in PetSmart’s sole discretion, to aid PetSmart to comply with its legal obligations or to mitigate any safety hazard posed by a Product. If PetSmart is required or chooses, in its sole discretion, to recall, give public notice of hazard or defect associated with, withdraw from its proposed chain of resale, remove from its shelves, return to Vendor, or otherwise dispose of or render unusable (a "Recall") any Product purchased from Vendor for any reason, and whether or not such Product otherwise complies with the PetSmart Requirements, Vendor will reimburse PetSmart for all amounts paid or incurred by it in connection with such Recall within thirty (30) Business Days after receipt of PetSmart's invoice. In addition to any other right provided in this Agreement or by law, PetSmart may, at its sole discretion, immediately cancel any or all P.O.s, suspend all deliveries of Products, or terminate this Agreement if: (i) investigating and/or inspecting Vendor fails to promptly begin remedying an alleged non-compliance, risk or defect of the affected goodstypes referred to above; (ii) notifying Buyer’s customersa governmental agency concludes that any Product fails to comply with any consumer product safety laws, requirements, rules, specifications, or standards in any jurisdiction where the Products are sold; or (iii) repairing, Vendor fails to promptly and fully cooperate with PetSmart in the investigation of any product safety hazard or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notification. Each party shall consult the other before making any statements to the public or a governmental agency relating to such recall, potential safety hazard, non- compliance or Serial Defect, except where such consultation would prevent timely notification required by LawNon-Conforming Product.

Product Recall. (a) If a recall is required In the event that any of the Products are found by applicable LawSupplier, Avon, or if Buyer any governmental agency or Supplier reasonably determines that court having jurisdiction to contain a recall is advisable because the goods may create a potential safety hazarddefect, are serious quality or performance deficiency, or not to be in compliance with any applicable code, standard or legal requirementrequirement so as to require or make advisable that such Products be reworked or recalled, Supplier or Avon will promptly communicate all relevant facts to the unaware Party and undertake all corrective actions, including those required to meet all obligations imposed by laws, regulations, or contain a defect or non-conformance with the requirements of this Order occurring or likely to occur in multiple goodsorders, which such defects or non-conformances are substantially similar or have substantially similar causes or effects (collectively a “Serial Defect”)and shall file all necessary papers, the parties shall promptly communicate such facts to each other. At Buyer’s request, Supplier shall promptly develop a corrective action plan satisfactory to Buyerprograms, which shall include all actions required to recall and/or repair and other related documents, provided that the goods and any actions required by applicable Law (“Corrective Action Plan”) for Buyer’s review and approval. At Buyer’s election, Xxxxx may develop the Corrective Action Plan. In no event shall Buyer and Supplier’s failure to agree on the Corrective Action Plan delay the timely notification of a potential safety hazard, non-compliance or Serial Defect to users of the goods, cause either party to be non-compliant with applicable Law or prevent Buyer from taking reasonable actions to prevent injury or damage to persons, equipment or other property. Supplier and Buyer Parties shall cooperate with and assist each other one another in any such filing and corrective actions and/or filingsaction, if applicableand provided that nothing contained in this section shall preclude either Party from taking such action as may be required of it under any such law or regulation. The responsible Party, to be determined by reason of recall, shall perform all necessary repairs or modifications at its sole expense, and pay all costs associated with a recall, except to any extent that Supplier and Avon shall agree to the performance of such repairs upon mutually acceptable terms. (b) To The parties recognize that it is possible that other Supplier-manufactured products might contain the extent a same defect or noncompliance condition as do the Products for Avon. Avon and Supplier agree that any recall involving any Products manufactured for Avon shall be treated separately and distinctly from similar results of Supplier's brand products, provided that such separate and distinct treatment is required by applicable Law, or due to a potential safety hazard, non-compliance or Serial Defect, which is caused by Supplier, lawful and that Supplier shall indemnify and hold Buyer harmless from all reasonable costs and expenses incurred in no event fail to provide at least the same protection to Avon on such Products as Supplier provides to its other customers in connection with any recall, repair, replacement or refund program, including all costs related to: (i) investigating and/or inspecting the affected goods; (ii) notifying Buyer’s customers; (iii) repairing, or where repair of the goods is impracticable or impossible, repurchasing or replacing the recalled goods; (iv) packing and shipping the recalled goods; and (v) media notificationsuch similar recalls. Each party shall consult the other before prior to making any statements to the public or a governmental agency concerning issues relating to such recall, potential safety hazard, non- compliance or Serial Defecthazards affecting the Products, except where such consultation would prevent timely notification required by Lawto be given under any such law or regulation.