Recalls of the Agreement Products. (a) If either party in good faith determines that a recall of any Agreement Products and/or any Improved Agreement Product(s) in the Territory is warranted, such party shall immediately notify the other party in writing and shall advise such other party of the reasons underlying its determination that a recall is warranted. The parties shall consult with each other as to any action to be taken in regard to such a recall, but in any event if after consultations either party in good faith still believes that such a recall should be undertaken, the parties shall cooperate in carrying out such recall.
(b) Except as otherwise provided in (c) below, in the event of a recall of any Agreement Product(s) and/or any Improved Agreement Product(s), Genzyme shall correct any deficiency relating to its manufacturing, packaging, testing, labelling, storing or handling of the such Agreement Product(s) and any Improved Agreement Product(s) for which it is responsible, if applicable, and shall at its cost replace the such Agreement Product(s) and any Improved Agreement Product(s) recalled.
(c) Genzyme shall reimburse Distributor for all direct costs and expenses (including without limitation shipping, quality control testing and notification costs) incurred by Distributor and its Affiliates as a result of any recall, except where such recall (i) is the result of the failure of Distributor or its Affiliates to comply with their obligations under this Agreement and/or (ii) was opposed by Genzyme and proved to be unwarranted, in which case Distributor shall reimburse Genzyme for all direct costs and expenses (including without limitation shipping, quality control testing and notification costs) incurred by Genzyme and its Affiliates as a result of such recall.
