Recall Expense. If a recall results from the breach of a Party’s warranties or obligations under this Agreement, the breaching Party shall bear the full expense of both Parties incurred in any such recall. Such expenses of recall shall include, without limitation, the expenses of notification and destruction or return of the recalled Product and the sum paid for the recalled Product. If, however, a recall is partially caused by SM’s actions or omissions and partially caused by EDT’s actions or omissions, then each Party shall be responsible for its proportionate share of the recall expenses based on its proportionate share of causation.
Recall Expense. [***] Nothing in this Section 5.3 shall be construed to limit the rights and remedies available to Santarus at law or in equity.
Recall Expense. If a recall results from the breach of a Party's warranties or obligations under this Agreement, the breaching Party shall bear the full expense of both Parties incurred in any such recall. Such expenses of recall shall include, without limitation, the expenses of notification and destruction or return of the recalled Product and the sum paid for the recalled Product. Without limitation of the foregoing, if the failure to meet applicable legal requirements is caused by the act or omission of Connetics in manufacture or sale of Product to Medeva, (a) Connetics shall have the option of (i) replacing the recalled Product, or (ii) reimbursing Medeva for any amounts paid to Connetics by Medeva under this Agreement for Products which are recalled and/or cannot be shipped by Medeva due to the condition requiring the recall, and (b) with respect to Product manufactured by Connetics, Connetics shall reimburse Medeva for all liabilities incurred by Medeva by virtue of being unable to meet its supply obligations to its customers because Product could not be shipped by Connetics or Medeva due to the condition requiring recall. In the event, however, that a recall is partially caused by Connetics' actions or omissions and partially caused by Medeva's actions or omissions, then each Party shall be responsible for its proportionate share of the recall expenses based on its proportionate share of causation.
Recall Expense. Ovamed shall bear the full expense of both Parties incurred in any recall, withdrawal or correction of the Product resulting from (i) failure of any Product to meet the Specifications at the time of delivery of such Product by Ovamed to the carrier, or (ii) Ovamed’s failure to manufacture any Product in accordance with CGMP and all other applicable laws, and Collingwood shall bear the full expense of both Parties incurred in any other recall, withdrawal or correction of the Product. Any dispute between the Parties as to which Party is responsible for a defect will be made by an independent arbitrator, mutually satisfactory to the Parties, and having sufficient scientific and manufacturing skills necessary to adjudicate upon the matter in dispute. The costs of such arbitrator will be borne by the Party against whom the arbitrator rules. Such expenses of recall shall include, without limitation, the expenses of notification and destruction or return of the recalled Product and the sum paid by a third party for the recalled Product. In the event, however, that a recall is partially caused by reasons as set forth in subsections (i) and/or (ii) of this Section 4.1.2 and partially for other reasons, then each Party shall be responsible for its proportionate share of the recall expenses based on its proportionate share of causation.
Recall Expense. Supplier shall bear the full and reasonable expenses of both Parties and Manufacturer incurred in any Recall to the extent resulting from a failure of Supplier, Manufacturer or their respective suppliers or subcontractors to manufacture the Finished Bulk Product or the Raw Materials (including the API) in accordance with the Supplier Manufacturing *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Responsibilities, and in all other circumstances Santarus shall bear the full and reasonable expenses of both Parties incurred in any Recall; provided, however, that neither Supplier nor Manufacturer shall incur any material expenditures without the prior written consent of Santarus. Such expenses of Recall shall include, without limitation, the expenses of notification and destruction or return of the recalled Finished Commercial Product, distribution of replacement product and all sums paid by Third Parties for the recalled Finished Commercial Product. Without limiting the foregoing, to the extent any Recall is caused by Supplier or Manufacturer breach of any representation, warranty or covenant of this Agreement, Supplier and Manufacturer shall be liable for and shall indemnify Santarus against all reasonable costs incurred by Santarus in implementing such Recall, and further, at Santarus’ election, Supplier and Manufacturer shall reimburse Santarus for its packaging costs incurred with regard to the Finished Commercial Product and either (i) replace the volume of recalled Finished Bulk Product as soon as reasonable practicable, but in no event later than [***] days after the date of the Recall, or (ii) reimburse Santarus in an amount equal to the amount paid by Santarus for the recalled Finished Bulk Product, together with all out-of-pocket expenses related thereto. Nothing in this Section 5.3 shall be construed to limit the rights and remedies available to Santarus at law or in equity.
Recall Expense. To the extent any Recall results from (i) a failure of Ritedose, or its respective Affiliates or subcontractors to manufacture the Product or the Raw Materials in accordance with the Ritedose Manufacturing Warranties, or (ii) Ritedose’s breach of any representation, warranty, or covenant in this Agreement, Ritedose shall bear the full and reasonable expenses of both Parties incurred in such Recall, and Ritedose shall be liable for and shall indemnify Verona against all reasonable costs incurred by Verona in implementing such Recall, and, further, Ritedose shall either, at Verona’s election, (A) replace the volume of recalled Product as soon as reasonable practicable, as mutually agreed in good faith by the Parties (without Verona being liable for payment therefor or for payment for the replacement API or shipping and handling costs), or (B) reimburse Verona in an amount equal to the amount paid by Verona for the recalled Product, together with all out-of-pocket expenses related thereto, including the cost of consigned API and all shipping and handling costs. Verona shall have the right to offset any such expenses, costs, and amounts incurred or paid by Verona (and not yet reimbursed by Ritedose) against any payments owed by Verona to Ritedose under this Agreement. In all other circumstances Verona shall bear the full and reasonable expenses of both Parties incurred in any Recall; provided, however, that Ritedose shall not incur any material expenditures in connection with a Recall without the prior written consent of Verona. For purposes of this Section 6.7, the expenses of a Recall shall include, without limitation, the expenses of notification and destruction or return of the recalled Product, distribution of replacement Product and all sums owed, and actually paid, to third parties in respect of the Recalled Product. Nothing in this Section 6.7 shall be construed to limit the rights and remedies otherwise available to Verona under this Agreement or at law or in equity. ARTICLE VII:
