Common use of Recall Costs Clause in Contracts

Recall Costs. CollaGenex shall be responsible for conducting any Recall in the Territory and the cost and expense of a Recall shall be allocated as follows: (a) if such Recall is a voluntary Recall or shall be due to tampering or other cause, other than a manufacturer's defect, but not due to the negligence or misconduct of the Parties, or the breach by a Party of its warranties or obligations hereunder, then [**] the costs and expenses incurred by CollaGenex in connection with such Recall, including, without limitation, all product credits and returns, freight and shipping costs and product disposal expenses. In such event, Atrix agrees to pay CollaGenex within ten days after its receipt from CollaGenex of any invoice(s) assessing [**] of these said costs, as listed above; (b) if such Recall shall be due to manufacturer's defect or the negligence or the breach by Atrix of its warranties or obligations hereunder or the misconduct of Atrix, all such costs and expenses shall be borne and paid solely by Atrix and Atrix will reimburse CollaGenex for any such costs and expenses paid by CollaGenex within ten (10) days of receipt of an invoice for such costs and expenses from CollaGenex, and if not so paid CollaGenex shall have the right to offset such amounts against amounts otherwise due by CollaGenex to Atrix hereunder; and (c) if such Recall is due to the negligence or the breach by CollaGenex of its warranties or obligations hereunder or the misconduct of CollaGenex, all such costs and expenses shall be borne and paid solely by CollaGenex and CollaGenex will reimburse Atrix for any such costs and expenses paid by Atrix within 30 days of receipt of an invoice and appropriate documentation for such costs and expenses from Atrix.

Recall Costs. CollaGenex Sanofi-Synthelabo shall be responsible for conducting any Recall in the Territory and the cost and expense of a Recall shall be allocated as follows: (a) if such Recall is a voluntary Recall or shall be due to tampering or other cause, other than a manufacturer's defect, but not due to the negligence or misconduct of the Parties, or the breach by a Party of its warranties or obligations hereunder, then Sanofi-Synthelabo and Atrix shall [**] of the costs and expenses incurred by CollaGenex Sanofi-Synthelabo in connection with such Recall, including, without limitation, all product credits and returns, freight and shipping costs and product disposal expenses. In such event, Atrix agrees to pay CollaGenex Sanofi-Synthelabo within ten (10) days after its receipt from CollaGenex Sanofi-Synthelabo of any invoice(s) assessing Atrix [**] of these said costs, as listed above; (b) if such Recall shall be due to manufacturer's defect or the negligence or the breach by Atrix of its warranties or obligations hereunder or the misconduct of Atrix, all such costs and expenses shall be borne and paid solely by Atrix and Atrix will reimburse CollaGenex Sanofi-Synthelabo for any such costs and expenses paid by CollaGenex Sanofi-Synthelabo within ten (10) days of receipt of an invoice for such costs and expenses from CollaGenexSanofi-Synthelabo, and if not so paid CollaGenex Sanofi-Synthelabo shall have the right to offset such amounts against amounts otherwise due by CollaGenex Sanofi-Synthelabo to Atrix hereunder; and (c) if such Recall is due to the negligence or the breach by CollaGenex Sanofi-Synthelabo of its warranties or obligations hereunder or the misconduct of CollaGenexSanofi-Synthelabo, all such costs and expenses shall be borne and paid solely by CollaGenex Sanofi-Synthelabo and CollaGenex Sanofi-Synthelabo will reimburse Atrix for any such costs and expenses paid by Atrix within 30 thirty (30) days of receipt of an invoice and appropriate documentation for such costs and expenses from Atrix.

Recall Costs. CollaGenex Sanofi-Synthelabo shall be responsible for conducting any Recall in the Territory and the cost and expense of a Recall shall be allocated as follows: (a) if such Recall is a voluntary Recall or shall be due to tampering or other cause, other than a manufacturer's defect, but not due to the negligence or misconduct of the Parties, or the breach by a Party of its warranties or obligations hereunder, then Sanofi-Synthelabo and Atrix shall [**] of the costs and expenses incurred by CollaGenex Sanofi-Synthelabo in connection with such Recall, including, without limitation, all product credits and returns, freight and shipping costs and product disposal expenses. In such event, Atrix agrees to pay CollaGenex Sanofi-Synthelabo within ten (10) days after its receipt from CollaGenex Sanofi-Synthelabo of any invoice(s) assessing Atrix [**] of these said costs, as listed above; (b) if such Recall shall be due to manufacturer's defect or the negligence or the breach by Atrix of its warranties or obligations hereunder or the misconduct of Atrix, all such costs and expenses shall be borne and paid solely by Atrix and Atrix will reimburse CollaGenex Sanofi-Synthelabo for any such costs and expenses paid by CollaGenex Sanofi-Synthelabo within ten (10) days of receipt of an invoice for such costs and expenses from CollaGenexSanofi-Synthelabo, and if not so paid CollaGenex Sanofi-Synthelabo shall have the right to offset such amounts against amounts otherwise due by CollaGenex Sanofi-Synthelabo to Atrix hereunder; andand ---------- ** Confidential Treatment Requested. (c) if such Recall is due to the negligence or the breach by CollaGenex Sanofi-Synthelabo of its warranties or obligations hereunder or the misconduct of CollaGenexSanofi-Synthelabo, all such costs and expenses shall be borne and paid solely by CollaGenex Sanofi-Synthelabo and CollaGenex Sanofi-Synthelabo will reimburse Atrix for any such costs and expenses paid by Atrix within 30 thirty (30) days of receipt of an invoice and appropriate documentation for such costs and expenses from Atrix.

Recall Costs. CollaGenex shall be responsible for conducting any Recall in the Territory and the cost and expense of a Recall shall be allocated as follows: (a) if such Recall is a voluntary Recall or shall be due to tampering or other cause, other than a manufacturer's defect, but not due to the negligence or misconduct of the Parties, or the breach by a Party of its warranties or obligations hereunder, then [[ ]**] * of the costs and expenses incurred by CollaGenex in connection with such Recall, including, without limitation, all product credits and returns, freight and shipping costs and product disposal expenses. In such event, Atrix agrees to pay CollaGenex within ten days after its receipt from CollaGenex of any invoice(s) assessing [[ ]**] * of these said costs, as listed above; (b) if such Recall shall be due to manufacturer's defect or the negligence or the breach by Atrix of its warranties or obligations hereunder or the misconduct of Atrix, all such costs and expenses shall be borne and paid solely by Atrix and Atrix will reimburse CollaGenex for any such costs and expenses paid by CollaGenex within ten (10) days of receipt of an invoice for such costs and expenses from CollaGenex, and if not so paid CollaGenex shall have the right to offset such amounts against amounts otherwise due by CollaGenex to Atrix hereunder; andand ---------- ** Confidential Treatment Requested 34 (c) if such Recall is due to the negligence or the breach by CollaGenex of its warranties or obligations hereunder or the misconduct of CollaGenex, all such costs and expenses shall be borne and paid solely by CollaGenex and CollaGenex will reimburse Atrix for any such costs and expenses paid by Atrix within 30 days of receipt of an invoice and appropriate documentation for such costs and expenses from Atrix.

Recall Costs. CollaGenex shall be responsible for conducting any Recall in the Territory and the cost and expense of a Recall shall be allocated as follows: (a) if such Recall is a voluntary Recall or shall be due to tampering or other cause, other than a manufacturer's defect, but not due to the negligence or misconduct of the Parties, or the breach by a Party of its warranties or obligations hereunder, then [**] CollaGenex and Atrix shall each bear 50% of the costs and expenses incurred by CollaGenex in connection with such Recall, including, without limitation, all product credits and returns, freight and shipping costs and product disposal expenses. In such event, Atrix agrees to pay CollaGenex within ten days after its receipt from CollaGenex of any invoice(s) assessing [**] Atrix its 50% share of these said costs, as listed above; (b) if such Recall shall be due to manufacturer's defect or the negligence or the breach by Atrix of its warranties or obligations hereunder or the misconduct of Atrix, all such costs and expenses shall be borne and paid solely by Atrix and Atrix will reimburse CollaGenex for any such costs and expenses paid by CollaGenex within ten (10) days of receipt of an invoice for such costs and expenses from CollaGenex, and if not so paid CollaGenex shall have the right to offset such amounts against amounts otherwise due by CollaGenex to Atrix hereunder; and (c) if such Recall is due to the negligence or the breach by CollaGenex of its warranties or obligations hereunder or the misconduct of CollaGenex, all such costs and expenses shall be borne and paid solely by CollaGenex and CollaGenex will reimburse Atrix for any such costs and expenses paid by Atrix within 30 days of receipt of an invoice and appropriate documentation for such costs and expenses from Atrix.

Recall Costs. Unless otherwise specified in the SOP, CollaGenex shall be responsible for conducting any Recall in the Territory and the cost and expense of a Recall shall be allocated as follows: (a) if such Recall is a voluntary Recall or shall be due to tampering or other cause, other than a manufacturer's defect, but not due to the negligence or misconduct of the Parties, or the breach by a Party of its warranties or obligations hereunder, then [**] CollaGenex and Altana shall each bear fifty percent (50%) of the costs and expenses incurred by CollaGenex in connection with such Recall, including, without limitation, all product credits and returns, freight and shipping costs and product disposal expenses. In such event, Atrix Altana agrees to pay CollaGenex within ten (10) days after its receipt from CollaGenex of any invoice(s) assessing [**] Altana its 50% share of these said costs, as listed above; (b) if such Recall shall be due to manufacturer's Manufacturing defect or the negligence or the breach by Atrix Altana of its warranties or obligations hereunder or the misconduct of AtrixAltana, all such costs and expenses shall be borne and paid solely by Atrix Altana and Atrix Altana will reimburse CollaGenex for any such costs and expenses paid by CollaGenex within ten (10) days of receipt of an invoice for such costs and expenses from CollaGenex, and if not so paid CollaGenex shall have the right to offset such amounts against amounts otherwise due by CollaGenex to Atrix Altana hereunder; and (c) if such Recall is due to the negligence or the breach by CollaGenex of its warranties or obligations hereunder or the misconduct of CollaGenex, all such costs and expenses shall be borne and paid solely by CollaGenex and CollaGenex will reimburse Atrix Altana for any such costs and expenses paid by Atrix Altana within 30 thirty (30) days of receipt of an invoice and appropriate documentation for such costs and expenses from AtrixAltana.