Common use of Recalled Product Clause in Contracts

Recalled Product. If a Recall or return of Product results from, or arises out of, a failure by Patheon to perform the Manufacturing Services in accordance with the terms of this Agreement, including warranties set forth in Section 9.3 or 9.4, or other negligence or willful misconduct of Patheon, Patheon will be responsible for all costs and documented out-of-pocket expenses of the Recall or return of Product and will promptly, at the election of Client, either: (i) refund the amount paid for the Recalled or returned Products and the cost incurred by Client for the Xxxx Back Items, Active Materials and Client-supplied Components used in such Products; (ii) offset the amount paid for the Recalled or returned Products and the cost incurred by Client for the Xxxx Back Items, Active Materials and Client-supplied Components used in such Products, against other amounts due to Patheon hereunder; or (iii) replace the Recalled or returned Products with conforming Products, at Patheon’s sole expense (including the expense to obtain replacement Active Materials, Xxxx Back Items and Client-supplied Components), as promptly as practical without Client being liable for payment therefor under Section 3.1, contingent upon the receipt from Client of all Active Materials required for the manufacture of the replacement Products. In all other circumstances, Recalls, returns, or other corrective actions will be made at Client’s cost and expense. For clarification, any refund of the amount paid by Client for the defective Products that is paid by Patheon pursuant to this Section 6.3(b) shall not be considered a liability under, and shall therefore not be subject to, Section 10.2(a).

Recalled Product. If a Recall or return of Product Products results from, or arises out of, a failure by Patheon to perform the Manufacturing Services in accordance with the terms of this Agreement, including the warranties set forth in Section Sections 9.3 or 9.4, and 9.4 or other negligence or willful misconduct of Patheon, Patheon will be responsible for all the documented costs and documented out-of-pocket expenses of the Recall or return of Product and will promptly, at the election of Client, either: (i) refund the amount paid for the Recalled or returned Products and the cost incurred by Client for the Xxxx Back Items, Active Materials Items and Client-supplied Supplied Components used in such the Products; (ii) offset the amount paid for the Recalled or returned Products and the cost incurred by Client for the Xxxx Back Items, Active Materials Items and Client-supplied Supplied Components used in such the Products, against other amounts due to Patheon hereunder; or (iii) replace the Recalled or returned Products with conforming Products, at Patheon’s sole expense (excluding expense to incur replacement Active Materials, but including the expense to obtain replacement Active Materials, Xxxx Back Items and Client-supplied Supplied Components), as promptly as practical without Client being liable for payment therefor under Section 3.1, contingent upon the receipt from Client of all Active Materials and Client-Supplied Components required for the manufacture of the replacement Products. For greater certainty, Patheon’s responsibility for any loss of Active Materials in Recalled Product will be captured and calculated in the Active Materials Yield under Section 2.2. In all other circumstances, Recalls, returns, or other corrective actions will be made at Client’s 's cost and expense. For clarification, any refund of the amount paid by Client for the defective Recall or return of Products that is paid by Patheon pursuant subject to this Section 6.3(b) shall will not be considered a liability under, and shall therefore will not be subject to, Section 10.2(a).

Recalled Product. If a Recall or return of Product Products results from, or arises out of, a failure by Patheon to perform the Manufacturing Services in accordance with the terms of this Agreement, including the warranties set forth in Section Sections 9.3 or 9.4, and 9.4 or other negligence or willful misconduct of Patheon, Patheon will be responsible for all the documented costs and documented out-of-pocket expenses of the Recall or return of Product and will promptly, at the election of Client, either: (i) refund the amount paid for the Recalled or returned Products and the cost incurred by Client for the Xxxx Bill Back Items, Active Materials Items and Client-supplied Supplied Components used in such the Products; (ii) offset the amount paid for the Recalled or returned Products and the cost incurred by Client for the Xxxx Bill Back Items, Active Materials Items and Client-supplied Supplied Components used in such the Products, against other amounts due to Patheon hereunder; or (iii) replace the Recalled or returned Products with conforming Products, at Patheon’s sole expense (excluding expense to incur replacement Active Materials, but including the expense to obtain replacement Active Materials, Xxxx Bill Back Items and Client-supplied Supplied Components), as promptly as practical without Client being liable for payment therefor under Section 3.1, contingent upon the receipt from Client of all Active Materials and Client-Supplied Components required for the manufacture of the replacement Products. For greater certainty, Patheon’s responsibility for any loss of Active Materials in Recalled Product will be captured and calculated in the Active Materials Yield under Section 2.2. In all other circumstances, Recalls, returns, or other corrective actions will be made at Client’s 's cost and expense. For clarification, any refund of the amount paid by Client for the defective Recall or return of Products that is paid by Patheon pursuant subject to this Section 6.3(b) shall will not be considered a liability under, and shall therefore will not be subject to, Section 10.2(a).

Recalled Product. If a Recall or return of Product Products results from, or arises out of, a failure by Patheon to perform the Manufacturing Services in accordance with the terms of this Agreement, including the warranties set forth in Section Sections 9.3 or 9.4, and 9.4 or other negligence or willful misconduct of Patheon, Patheon will be responsible for all the documented costs and documented out-of-pocket expenses of the Recall or return of Product and will promptly, at the election of Client, either: (i) refund the amount paid for the Recalled or returned Products and the cost incurred by Client for the Xxxx Back Items, Active Materials Items and Client-supplied Supplied Components used in such the Products; (ii) offset the amount paid for the Recalled or returned Products and the cost incurred by Client for the Xxxx Back Items, Active Materials Items and Client-supplied Supplied Components used in such the Products, against other amounts due to Patheon hereunder; or (iii) replace the Recalled or returned Products with conforming Products, at Patheon’s sole expense (excluding expense to incur replacement Active Materials, but including the expense to obtain replacement Active Materials, Xxxx Back Items and Client-supplied Supplied Components), as promptly as practical without Client being liable for payment therefor under Section 3.1, contingent upon the receipt from Client of all Active Materials and Client-Supplied Components required for the manufacture of the replacement Products. For greater certainty, Patheon’s responsibility for any loss of Active Materials in Recalled Product will be captured and calculated in the Active Materials Yield under Section 2.2. In all other circumstances, Recalls, returns, or other corrective actions will be made at Client’s cost and expense. For clarification, any refund of the amount paid by Client for the defective Recall or return of Products that is paid by Patheon pursuant subject to this Section 6.3(b) shall will not be considered a liability under, and shall therefore will not be subject to, Section 10.2(a).