Common use of Rejection and Replacement Clause in Contracts

Rejection and Replacement. (a) In the event that Alamo determines that any Product, Product samples or Product placebos as manufactured and/or packaged by CIMA is Defective, then: (i) thirty (30) days from receipt of Product, Product samples or Product placebos to Alamo or to Alamo’s designated agent for final packaging; or (ii) in the event that such Product, Product samples or Product placebos is Defective as a result of a latent defect, within sixty (60) days of the discovery of such latent defect, Alamo shall provide to CIMA a written notice of rejection, specifying in reasonable detail the manner in which the Product is Defective (the “Notice of Rejection”). If no written Notice of Rejection is given to CIMA by Alamo within the period specified in clauses (i) and (ii), such Product, Product samples or Product placebos shall be deemed to have been accepted by Alamo, provided, however, that nothing contained in this Section 5.5(a) shall be deemed to relieve CIMA of its obligations under this Agreement. (b) Upon receipt of a Notice of Rejection from Alamo and in order to minimize any hardship to Alamo’s customers, CIMA shall use reasonable commercial efforts to promptly supply to Alamo a quantity of replacement Product, Product samples or Product placebos meeting the Specifications equal to the size of the lot which Alamo claims was Defective. In the event that such Defective Product, Defective Product samples or Defective Product placebos are due to: (i) faulty manufacture; faulty release; faulty primary packaging or labeling of the relevant batch(es) of the Product; or (ii) improper shipping to Alamo’s designated agent for final packaging (which fact shall be established on the basis of the corresponding sealed samples retained by CIMA and/or Alamo’s designated agent for final packaging, utilizing an outside independent laboratory if necessary, the cost of which is borne by both parties and whose findings shall be binding), CIMA shall replace such batches free of charge, otherwise Alamo shall promptly pay CIMA for all such Product, Product samples or Product placebos, including any Defective Product, in accordance with Section 5.6. If CIMA is responsible for any Product deemed to be defective pursuant to this Section 5.5(b), then such Product will be destroyed by Alamo or returned to CIMA, at CIMA’s option and expense.

Rejection and Replacement. (a) In the event that Alamo determines that any Product, Product samples or Product placebos as manufactured and/or packaged by CIMA is Defective, then: (i) thirty (30) *** days from receipt of Product, Product samples or Product placebos to Alamo or to Alamo’s designated agent for final packaging; or (ii) in the event that such Product, Product samples or Product placebos is Defective as a result of a latent defect, within sixty (60) *** days of the discovery of such latent defect, Alamo shall provide to CIMA a written notice of rejection, specifying in reasonable detail the manner in which the Product is Defective (the “Notice of Rejection”). If no written Notice of Rejection is given to CIMA by Alamo within the period specified in clauses (i) and (ii), such Product, Product samples or Product placebos shall be deemed to have been accepted by Alamo, provided, however, that nothing contained in this Section 5.5(a) shall be deemed to relieve CIMA of its obligations under this Agreement. (b) Upon receipt of a Notice of Rejection from Alamo and in order to minimize any hardship to Alamo’s customers, CIMA shall use reasonable commercial efforts to promptly supply to Alamo a quantity of replacement Product, Product samples or Product placebos meeting the Specifications equal to the size of the lot which Alamo claims was Defective. In the *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. event that such Defective Product, Defective Product samples or Defective Product placebos are due to: (i) faulty manufacture; faulty release; faulty primary packaging or labeling of the relevant batch(es) of the Product; or (ii) improper shipping to Alamo’s designated agent for final packaging (which fact shall be established on the basis of the corresponding sealed samples retained by CIMA and/or Alamo’s designated agent for final packaging, utilizing an outside independent laboratory if necessary, the cost of which is borne by both parties and whose findings shall be binding), CIMA shall replace such batches free of charge, otherwise Alamo shall promptly pay CIMA for all such Product, Product samples or Product placebos, including any Defective Product, in accordance with Section 5.6. If CIMA is responsible for any Product deemed to be defective pursuant to this Section 5.5(b), then such Product will be destroyed by Alamo or returned to CIMA, at CIMA’s option and expense.

Rejection and Replacement. (a) In the event that Alamo Xxxxxxx determines that any ProductProducts, Product samples or Product placebos as manufactured and/or packaged by CIMA is Defective, then: (i) thirty (30) days from receipt , within [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] after delivery of Productsuch Products, Product samples or Product placebos to Alamo or to Alamo’s designated agent for final packaging; or (ii) in the event that such ProductXxxxxxx [***CONFIDENTIAL TREATMENT REQUESTED, Product samples or Product placebos is Defective as a result of a latent defectPORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***], within sixty (60) days of the discovery of such latent defect, Alamo Xxxxxxx shall provide to CIMA a written notice of rejection, specifying in reasonable detail the manner in which the Product is Products are Defective (the “"Notice of Rejection”"). If no written Notice of Rejection is given to CIMA by Alamo Xxxxxxx within the period specified in clauses (i) and (ii)such [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] period, such ProductProducts, Product samples or Product placebos shall be deemed to have been accepted by AlamoXxxxxxx, provided[***CONFIDENTIAL TREATMENT REQUESTED, however, that nothing contained in this Section 5.5(a) shall be deemed to relieve CIMA of its obligations under this AgreementPORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]. (b) Upon receipt of a Notice of Rejection from Alamo Xxxxxxx and in order to minimize any hardship to Alamo’s Xxxxxxx'x customers, CIMA shall use its reasonable commercial best efforts to promptly supply to Alamo Xxxxxxx a quantity of replacement ProductProducts, Product samples or Product placebos meeting the Specifications equal to the size of the lot or lots which Alamo Xxxxxxx claims was Defective. In the event Defective so that such replacement Products shall be received by Xxxxxxx within 30 days following CIMA's receipt of Xxxxxxx'x Notice of Rejection. If CIMA agrees with Xxxxxxx that such Product is Defective Product, then CIMA shall either replace the Defective Product samples at no cost to Xxxxxxx, or Defective refund or credit, as designated by Xxxxxxx, the price paid for such Product placebos are due to: plus any applicable delivery charges, including, without limitation, shipping, insurance and taxes, and any reasonable and documented out-of-pocket expense that Xxxxxxx may have incurred, within thirty (i30) faulty manufacture; faulty release; faulty primary packaging or labeling days after written notice from Xxxxxxx If CIMA disagrees with Xxxxxxx as to whether such Product is Defective, the parties shall cooperate to have the Product in dispute analyzed by an independent testing laboratory of recognized repute jointly selected by Xxxxxxx and CIMA. If the relevant batch(es) of Product is determined by such laboratory to meet the Product; or (ii) improper shipping to Alamo’s designated agent for final packaging (which fact Specifications, then Xxxxxxx shall be established on the basis of the corresponding sealed samples retained by CIMA and/or Alamo’s designated agent for final packaging, utilizing an outside independent laboratory if necessary, bear the cost of which the independent laboratory testing and pay for the Product in accordance with this Agreement. If the Licensed Product is borne by both parties and whose findings determined not to have met the Specifications at time of delivery, then CIMA shall be binding)bear the cost of the independent laboratory testing. In addition, CIMA shall either replace the Defective Product within thirty (30) days after the date of such batches free of chargedetermination, otherwise Alamo shall promptly pay CIMA at no cost to Xxxxxxx, or refund or credit, as designated by Xxxxxxx, the price paid for all such ProductProduct plus any applicable delivery charges, Product samples or Product placebosincluding, including without limitation, shipping, insurance and taxes, and any Defective Productreasonable and documented out-of-pocket expense that Xxxxxxx may have incurred, in accordance with Section 5.6. within thirty (30) days after written notice from Xxxxxxx If CIMA is responsible for unable to replace any such Product deemed within thirty (30) days (or at any time that CIMA fails to be defective pursuant to this Section 5.5(bdeliver the replacement Product at an agreed upon date), then Xxxxxxx shall have the right, at its sole discretion, to extend the timeframe for delivery of replacement Product to a mutually agreed upon date, or, in the alternative, to require CIMA to reimburse Xxxxxxx for the price paid for such Product will plus any applicable delivery charges, including, without limitation, shipping, insurance and taxes and any reasonable and documented out-of-pocket expense Xxxxxxx may have incurred. Such reimbursement shall be destroyed by Alamo or returned to CIMA, at CIMA’s option and expensemade within thirty (30) days of such notice.