Common use of Quantitative Defect Clause in Contracts

Quantitative Defect. Subject to, and without waiver or limitation of OptiNose’s and/or CPL’s rights and remedies hereunder, at law and/or in equity, if OptiNose believes that a shipment has a Quantitative Defect, OptiNose shall notify CPL within the applicable period. If CPL agrees with such Quantitative Defect, CPL will promptly and as soon as practicable, and in no event more than [***] ([***]) business days, ship sufficient Product at OptiNose’s direction to remedy such Quantitative Defect. If CPL does not agree with OptiNose’s determination that such shipment has a Quantitative Defect, then after [***] to resolve the disagreement, and subject to, and without waiver or limitation of OptiNose’s and/or CPL’s rights and remedies hereunder, at law and/or in equity, CPL may require a mutually agreed upon independent third party to determine whether the shipment had a Quantitative Defect. The independent party’s results shall be final and binding for purposes of determining whether CPL is obligated to ship [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. additional Product, [***]. If such results indicate that the shipment had a Quantitative Defect Product, then in addition to, and without waiver or limitation of OptiNose’s or CPL’s rights and remedies hereunder, at law and/or in equity, OptiNose shall be entitled to [***], made by OptiNose for such Product comprising the Quantitative Defect.

Quantitative Defect. Subject to, and without waiver or limitation of OptiNose’s and/or CPL’s rights and remedies hereunder, at law and/or in equity, if If OptiNose believes that a shipment of DSAs hereunder has a Quantitative Defect, OptiNose shall notify CPL VTM within the applicable period. If CPL VTM agrees with such Quantitative Defect, CPL VTM will promptly and as soon as practicablepromptly, and in no event more than [***] ([***]) business days, ship sufficient Product DSAs at OptiNose’s direction to remedy such Quantitative Defect. If CPL VTM does not agree with OptiNose’s determination that such shipment has a Quantitative Defect, then after [***] to resolve the disagreement, and subject to, and without waiver or limitation of OptiNose’s and/or CPLVTM’s rights and remedies hereunder, at law and/or in equity, CPL may require a mutually agreed upon independent third party to determine whether the shipment had a Quantitative Defect. The independent party’s results shall be final and binding for purposes of determining whether CPL is obligated to ship [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. remedies hereunder, at law and/or in equity, VTM may require a mutually agreed upon independent third party to determine whether the shipment had a Quantitative Defect. The independent party’s results shall be final and binding for purposes of determining whether VTM is obligated to ship additional ProductDSAs, and the costs of such independent third party shall be borne by [***]. If such results indicate that the shipment had a Quantitative Defect Product, then in addition to, and without waiver or limitation of OptiNose’s or CPL’s rights and remedies hereunder, at law and/or in equityDefect, OptiNose shall be entitled to [***], made by OptiNose for such Product comprising the Quantitative Defect.

Quantitative Defect. Subject to, and without waiver or limitation of OptiNose’s and/or CPLHikma’s rights and remedies hereunder, at law and/or in equity, if OptiNose believes that a shipment has a Quantitative Defect, OptiNose shall notify CPL Hikma within the applicable period. If CPL Hikma agrees with such Quantitative Defect, CPL will Hikma will, in consultation with OptiNose and at OptiNose’s reasonable discretion, either (a) promptly and as soon as practicable, and in no event more than [***] ([***]) business days, ship sufficient Product at OptiNose’s direction to remedy such Quantitative Defect (which such shipment shall be subject to the terms of Section 2.9 hereof and all other applicable provisions of this Agreement); or (b) promptly credit or refund (at OptiNose’s sole discretion) OptiNose for the amount of such Quantitative Defect. If CPL Hikma does not agree with OptiNoseXxxxXxxx’s determination that such shipment has a Quantitative Defect, then after [***] reasonable efforts to resolve the disagreement, and subject to, to and without waiver or limitation of OptiNose’s and/or CPLHikma’s rights and remedies hereunder, at law and/or in equity, CPL Hikma may require a mutually agreed upon independent third party to determine whether the shipment had a Quantitative Defect. The independent party’s results shall be final and binding for purposes of determining whether CPL Hikma is obligated to ship [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. additional Product, and the costs of such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL independent third party shall be borne by the non-prevailing Party. If such results indicate that the shipment had a Quantitative Defect ProductDefect, then in addition to, and without waiver or limitation of OptiNose’s or CPL’s rights and remedies hereunder, at law and/or in equity, OptiNose shall be entitled to require that Hikma promptly and as soon as practicable, and in no event more than [***] from such determination, make available and pay for expedited shipping Product at OptiNose’s direction to remedy such Quantitative Defect, with no additional costs or charges due or payable from OptiNose with respect to such additional shipment and Product therein, and if OptiNose has already paid in connection with the original Purchase Order, to require that Hikma credit any amounts due to OptiNose pursuant to Section 2.9 as it relates to the Product supplied to remedy the Quantitative Defect; provided that if no payments are due by OptiNose to Hikma then Hikma shall promptly refund such amount to OptiNose within [***] days of Hikma’s receipt of an invoice from OptiNose for same. Notwithstanding anything to the contrary and subject to Sections 2.9 and 2.10, the remedies under this Section 5.2.2 are [***], made by OptiNose for such Product comprising the Quantitative Defect.

Quantitative Defect. Subject to, and without waiver or limitation of OptiNose’s and/or CPL’s rights and remedies hereunder, at law and/or in equity, if If OptiNose believes that a shipment of DSAs hereunder has a Quantitative Defect, OptiNose shall notify CPL VTM within the applicable period. If CPL VTM agrees with such Quantitative Defect, CPL VTM will promptly and as soon as practicablepromptly, and in no event more than [***] ([***]) business days, ship sufficient Product DSAs at OptiNose’s direction to remedy such Quantitative Defect. If CPL VTM does not agree with OptiNose’s determination that such shipment has a Quantitative Defect, then after [***] to resolve the disagreement, and subject to, and without waiver or limitation of OptiNose’s and/or CPLVTM’s rights and remedies hereunder, at law and/or in equity, CPL may require a mutually agreed upon independent third party to determine whether the shipment had a Quantitative Defect. The independent party’s results shall be final and binding for purposes of determining whether CPL is obligated to ship 16 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. remedies hereunder, at law and/or in equity, VTM may require a mutually agreed upon independent third party to determine whether the shipment had a Quantitative Defect. The independent party’s results shall be final and binding for purposes of determining whether VTM is obligated to ship additional ProductDSAs, and the costs of such independent third party shall be borne by [***]. If such results indicate that the shipment had a Quantitative Defect Product, then in addition to, and without waiver or limitation of OptiNose’s or CPL’s rights and remedies hereunder, at law and/or in equityDefect, OptiNose shall be entitled to [***], made by OptiNose for such Product comprising the Quantitative Defect.. ARTICLE V