Common use of PRODUCT TESTING/INSPECTION Clause in Contracts

PRODUCT TESTING/INSPECTION. 6.1 IMPAX shall perform quality assurance testing with respect to the Products sold hereunder, including stability testing, so that the Products conform with the Specifications as of the date of the Availability Notice. Upon each delivery of Product to XXXX, IMPAX shall provide to XXXX a certificate for the Product describing the Product, product number, lot number and expiration date and certifying that the Product meets the Specifications in the form of a Certificate of Analysis (hereinafter “COA”). IMPAX will also provide XXXX with Material Safety Data Sheets (hereinafter “MSDS”) as required by Law for the Products, and updates of same as necessary. XXXX will permit IMPAX’s personnel, upon reasonable notice, to visit at reasonable intervals, and for reasonable durations during regular business hours, any XXXX facility used for the storage and distribution of the Products and will allow such personnel to review and make copies of any relevant records in connection therewith. 6.2 XXXX shall have a period of thirty (30) days from the later of (a) the date of shipment of the Products in accordance with Sections 4.3 and 4.4 hereof, or (b) the date of DAVA’s receipt of the COA’s applicable to such Product, to inspect any shipment of a Product to determine whether such shipment conforms to the Specifications. If XXXX determines that a Product does not conform to the Specifications, it shall notify IMPAX, immediately, if possible, but no later than five (5) Business Days after determining a Product does not conform to the Specifications. DAVA’s failure to notify IMPAX within the stipulated period will be deemed, for purposes of this Agreement, as DAVA’s acceptance of such shipment and shall constitute a waiver of any claims XXXX may have against IMPAX under this Article VI with respect to such shipment including, without limitation, the right to return any such shipment. XXXX shall have no right to return a Product unless such Product does not conform to the Specifications or is damaged. If IMPAX agrees that a Product does not conform to the Specifications, DAVA’s sole remedy shall be as set forth in this Section 6.2. XXXX shall return the non-conforming Product to IMPAX, at a location designated by IMPAX and at IMPAX’s expense. IMPAX, at no expense to XXXX, shall either, in IMPAX’s sole discretion, (i) use commercially reasonable efforts to replace any non-conforming Product, or (ii) immediately provide a credit to XXXX for any amounts paid by XXXX to IMPAX on account of the Products in question. If IMPAX proceeds with replacing the non-conforming Product, then replacement Products shall be supplied by IMPAX to XXXX at no cost to XXXX if XXXX has already paid for the rejected Products and not received a credit therefor, as aforesaid. XXXX shall have one (1) full Business Day after receipt of the Product to claim a delivery shortage and failure of such notice shall constitute acceptance of the amount of Product delivered. 6.3 In the event IMPAX does not agree with DAVA’s determination that a Product fails to meet Specifications, the Parties shall, in good faith, attempt to resolve such dispute. In the event the Parties cannot resolve such dispute among themselves, either Party may submit the matter to an independent testing laboratory agreeable to both XXXX and IMPAX for a binding opinion. The expenses of obtaining the binding opinion shall be equally shared by XXXX and IMPAX. In the event that the Parties do not agree to submit the dispute to a testing laboratory or do not agree on an independent testing laboratory, the Parties shall remain free to pursue a remedy in a manner consistent with Article XIV hereof.

PRODUCT TESTING/INSPECTION. 6.1 IMPAX 5.1 PFIZER shall perform quality assurance testing with respect to the Products sold hereunder, including stability testing, so that the Products conform with the Specifications as of the date of the Availability NoticeSpecifications. Upon each delivery of Product to XXXX, IMPAX PFIZER shall provide to XXXX ANDRX a certificate for the Product describing the Product, product number, lot number and expiration date date, the physical, chemical, biological or other testing results and specifications relating to the Product and certifying that the Product meets the Specifications to ANDRX in the form of a Certificate of Analysis (hereinafter “COA”). IMPAX PFIZER will also provide XXXX ANDRX with Material Safety Data Sheets (hereinafter “MSDS”) as required by Law for the Products, and updates of same as necessary. XXXX ANDRX will permit IMPAXPFIZER’s personnel, upon reasonable notice, to visit at reasonable intervals, and for reasonable durations during regular business hours, any XXXX ANDRX facility used for the storage and distribution of the Products and will allow such personnel to review and make copies of any relevant records in connection therewith. 6.2 XXXX 5.2 ANDRX shall have a period of thirty (30) days [***] from the later of (a) the date of shipment ANDRX’s receipt of the Products in accordance with Sections 4.3 and 4.4 Section 3.4 hereof, or (b) the date of DAVAANDRX’s receipt of the COA’s applicable to such Product, to inspect any shipment of a Product to determine whether such shipment conforms to the Specifications. If XXXX ANDRX determines that a Product does not conform to the Specifications, it shall notify IMPAXPFIZER, immediately, if [***] Confidential Treatment Requested. possible, but no later than five (5) Business Days [***] after determining a Product does not doesn’t conform to the Specifications. DAVAANDRX’s failure to notify IMPAX PFIZER within the stipulated period will be deemed, for purposes of this Agreement, as DAVAANDRX’s acceptance of such shipment and shall constitute a waiver of any claims XXXX ANDRX may have against IMPAX under this Article VI PFIZER with respect to such shipment includingsubject, without limitationhowever, the to ANDRX’s right to return any such shipment. XXXX shall have no right to return a Product unless reject such Product does not conform to the Specifications for latent defects discovered by ANDRX or is damagedANDRX’s customer(s) after such stipulated period has expired. If IMPAX PFIZER agrees that a Product does not conform to the Specifications, DAVA’s sole remedy shall be as set forth in this Section 6.2. XXXX ANDRX shall return the non-conforming Product to IMPAXPFIZER, at a location designated by IMPAX PFIZER and at IMPAXPFIZER’s expense. IMPAXPFIZER, at no expense to XXXXANDRX, shall either, in IMPAX’s sole discretion, (i) use commercially reasonable efforts Commercially Reasonable Efforts to replace any non-conforming Product, or (ii) immediately provide a credit to XXXX for any amounts paid by XXXX to IMPAX on account of Product within the Products in question. If IMPAX proceeds with replacing the non-conforming Product, then replacement Products shall be supplied by IMPAX to XXXX at no cost to XXXX if XXXX has already paid for the rejected Products and not received a credit therefor, as aforesaid. XXXX shall have one (1) full Business Day after receipt of the Product to claim a delivery shortage and failure of such notice shall constitute acceptance of the amount of Product deliveredshortest possible time. 6.3 5.3 In the event IMPAX PFIZER does not agree with DAVAANDRX’s determination that a Product fails to meet Specifications, the Parties shall, in good faith, attempt to resolve such dispute. In the event the Parties cannot resolve such said dispute among themselves, either Party themselves they may submit the matter to an independent Third Party testing laboratory agreeable to both XXXX ANDRX and IMPAX PFIZER for a binding opinion. The expenses of obtaining the binding opinion shall be equally shared by XXXX ANDRX and IMPAXPFIZER. In the event that the Parties do not agree to submit the dispute to a testing laboratory or do not agree on an independent testing laboratory, the Parties shall remain free to pursue a remedy in a manner consistent with Article XIV hereofany legal, equitable or administrative remedies to which they may be entitled. [***] Confidential Treatment Requested.

PRODUCT TESTING/INSPECTION. 6.1 IMPAX (a) Pfizer shall perform quality assurance testing with respect to the Products sold hereunder, including stability testing, so that the Products conform with the Specifications as of the date of the Availability NoticeSpecifications. Upon each delivery of Product to XXXX, IMPAX Pfizer shall provide to XXXX Distributor a certificate for the Product describing the Product, product number, lot number and expiration date date, the physical, chemical, biological or other testing results and specifications relating to the Product and certifying that the Product meets the Specifications to Distributor in the form of a Certificate of Analysis (hereinafter “"COA”"). IMPAX Pfizer will also provide XXXX Distributor with Material Safety Data Sheets (hereinafter “"MSDS”") as required by Law for the Products, and updates of same as necessary. XXXX will permit IMPAX’s personnel, upon reasonable notice, to visit at reasonable intervals, and for reasonable durations during regular business hours, any XXXX facility used for the storage and distribution of the Products and will allow such personnel to review and make copies of any relevant records in connection therewith. 6.2 XXXX (b) Distributor shall have a period of thirty (30) days [xxxx]* from the later of (a) the date of shipment Distributor's receipt of the Products in accordance with Sections 4.3 and 4.4 Article III hereof, or (b) the date of DAVA’s Distributor's receipt of the COA’s 's applicable to such Product, to inspect any shipment of a Product to determine whether such shipment conforms to the Specifications. If XXXX Distributor determines that a Product does not conform to the Specifications, it shall notify IMPAXPfizer, immediately, if possible, but no later than five (5) Business Days [xxxx]* after determining a Product does not conform to the Specifications. DAVA’s Distributor's failure to notify IMPAX Pfizer within the * Filed under application for confidential treatment. stipulated period will be deemed, for purposes of this Agreement, as DAVA’s Distributor's acceptance of such shipment and shall constitute a waiver of any claims XXXX Distributor may have against IMPAX under this Article VI Pfizer with respect to such shipment includingsubject, without limitationhowever, the to Distributor's right to return any such shipment. XXXX shall have no right to return a Product unless reject such Product does not conform to the Specifications for latent defects discovered by Distributor or is damagedDistributor's customer(s) after such stipulated period has expired. If IMPAX Pfizer agrees that a Product does not conform to the Specifications, DAVA’s sole remedy shall be as set forth in this Section 6.2. XXXX Distributor shall return the non-conforming Product to IMPAXPfizer, at a location designated by IMPAX Pfizer and at IMPAX’s Pfizer's expense. IMPAXPfizer, at no expense to XXXXDistributor, shall either, in IMPAX’s sole discretion, (i) use commercially reasonable efforts Commercially Reasonable Efforts to replace any non-conforming Product, or (ii) immediately provide a credit to XXXX for any amounts paid by XXXX to IMPAX on account of Product within the Products in question. If IMPAX proceeds with replacing the non-conforming Product, then replacement Products shall be supplied by IMPAX to XXXX at no cost to XXXX if XXXX has already paid for the rejected Products and not received a credit therefor, as aforesaid. XXXX shall have one (1) full Business Day after receipt of the Product to claim a delivery shortage and failure of such notice shall constitute acceptance of the amount of Product deliveredshortest possible time. 6.3 (c) In the event IMPAX Pfizer does not agree with DAVA’s Distributor's determination that a Product fails to meet Specifications, the Parties shall, in good faith, attempt to resolve such dispute. In the event the Parties cannot resolve such said dispute among themselves, either Party themselves they may submit the matter to an independent third party testing laboratory agreeable to both XXXX Distributor and IMPAX Pfizer for a binding opinion. The expenses of obtaining the binding opinion shall be equally shared by XXXX Distributor and IMPAXPfizer. In the event that the Parties do not agree to submit the dispute to a testing laboratory or do not agree on an independent testing laboratory, the Parties shall remain free to pursue a remedy any legal, equitable or administrative remedies to which they may be entitled. (d) Distributor will permit Pfizer's personnel, upon reasonable notice, to visit at reasonable intervals, and for reasonable durations during regular business hours, any facility used by Distributor for the storage and distribution of the Product and will allow such personnel to review and make copies of any relevant records in a manner consistent with Article XIV hereofconnection therewith.