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. 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. A Party shall bear the full expense of both Parties incurred in any recall resulting from breach of its respective warranties or obligations hereunder. Such expenses of recall shall include, without limitation, the expenses of notification and destruction or return of the recalled Licensed Product and the sum paid by a Third Party for the recalled Licensed Product. Without limitation of the foregoing, if the failure to meet applicable legal requirements is caused by the act or omission of TGC in manufacture and sale of Bulk Licensed Product to Medeva, TGC shall further reimburse Medeva for (i) any amounts paid to TGC by Medeva in purchase of such Bulk Licensed Product and in manufacture of Licensed Products from such Bulk Licensed Products that are recalled or that cannot be shipped by Medeva due to the condition of Bulk Licensed Product requiring the recall, and (ii) all liabilities incurred by Medeva by virtue of being unable to meet its supply obligations to its customers because Licensed Products could not be timely shipped by Medeva due to the condition of Bulk Licensed Product requiring recall. In the event, however, that a recall is partially caused by TGC's 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. In the event that a recall is, or is partially, the result of an inherent defect which is not the direct and proximate cause of either Party, then provided the inherently defective Bulk Licensed Product or Licensed Product has otherwise been manufactured, filled, packaged, stored and shipped in accordance with the Specifications, Applicable Laws and applicable Regulatory Approvals, the parties shall attribute a reasonable percentage of the recall expenses to the inherent defect (such amount, the "Inherent Defect Costs"). Medeva shall be responsible for [ * ] of the Inherent Defect Costs and TGC shall be responsible for [ * ] of the Inherent Defect Costs.
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 Paladin, (a) Connetics shall have the option of (i) replacing the recalled Product, or (ii) reimbursing Paladin for any amounts paid to Connetics by Paladin under this Agreement for Product which are recalled and/or cannot be shipped by Paladin due to the condition requiring the recall, and (b) with respect to Product manufactured by Connetics, Connetics shall reimburse Paladin for all liabilities incurred by Paladin by virtue of being unable to meet its supply obligations to its customers because Product could not be shipped by Connetics or Paladin 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 Paladin'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. 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:
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.
