Common use of REJECTION OF PRODUCT OR PROFESSIONAL SAMPLES FOR FAILURE TO CONFORM TO SPECIFICATIONS Clause in Contracts

REJECTION OF PRODUCT OR PROFESSIONAL SAMPLES FOR FAILURE TO CONFORM TO SPECIFICATIONS. Each Shipment shall be considered accepted by CollaGenex based on its reliance on the Certificate of Analysis and its appropriate physical inspection of the Product, subject to CollaGenex's right to test or have a Third Party test any Shipment to determine conformity of the Shipment to the Specifications and/or Applicable Laws. If CollaGenex exercises such right, it shall promptly notify Atrix of its decision and shall have 45 days after the receipt of any Shipment to conduct such testing. If testing of such Shipment shows a failure of the Shipment to meet the Specifications and/or Applicable Laws, CollaGenex may return the entire Shipment, or any portion thereof, to Atrix at Atrix's expense within a reasonable time following the above described testing, provided that notice of non-conformity is received by Atrix from CollaGenex within 45 days of CollaGenex's receipt of said Shipment. CollaGenex shall have the right to request that Atrix provide to CollaGenex, within 30 days after such notice is received by it, Product or Professional Samples that meet the Specifications and Applicable Laws or to promptly provide CollaGenex with full credit for the Purchase Price paid by CollaGenex for the returned Product or Professional Samples. The cost of freight and handling to return or replace the Products or Professional Samples shall be at the expense of Atrix. If CollaGenex does not notify Atrix of the non-conformity of the Product or Professional Samples within 45 days of receipt of said Shipment, the Product or Professional Samples shall be deemed to meet the Specifications, the Packaging Specifications and Applicable Laws. Notwithstanding anything in this Agreement to the contrary, the Parties may agree to a return of the Product or Professional Samples or an adjustment in the Purchase Price in the event of any failure or defect in the Product or Professional Samples. Should there be a discrepancy between CollaGenex's test results and the results of testing performed by Atrix, such discrepancies shall be finally resolved by testing performed by an independent Third Party mutually agreed upon by CollaGenex and Atrix. The costs of such testing shall be borne by the Party against whom the discrepancy is resolved. In the event the Product or Professional Samples have been previously returned to Atrix and an independent Third Party determines that the Product or Professional Samples meet the Specifications, CollaGenex shall be responsible for all costs associated with the return.

REJECTION OF PRODUCT OR PROFESSIONAL SAMPLES FOR FAILURE TO CONFORM TO SPECIFICATIONS. Each Shipment shall be considered accepted by CollaGenex based on its reliance on the Certificate of Analysis and its appropriate physical inspection of the Product, subject to CollaGenex's right to test or have a Third Party test any Shipment to determine conformity of the Shipment to the Specifications and/or Applicable Laws. If CollaGenex exercises such right, it shall promptly notify Atrix of its decision and Fujisawa shall have 45 days after the receipt of any Shipment to conduct determine conformity of the Shipment to the Specifications, Governmental Approvals and Applicable Laws, except for hidden defects. A "hidden defect" shall mean a defect in the Product not discovered by Fujisawa during its Testing of the Product and/or Professional Samples in accordance with generally accepted practices in the pharmaceutical industry and which would not be a defect reasonably expected to be discovered in accordance with such testingTesting. If testing Testing of such Shipment shows a failure of the Shipment to meet the Specifications and/or Specifications, Governmental Approvals and Applicable Laws, CollaGenex Fujisawa may return the entire Shipment, or any portion thereof, to Atrix at Atrix's expense within a reasonable time following the above described testingTesting, provided that notice of non-conformity is received by Atrix from CollaGenex Fujisawa within 45 days of CollaGenexFujisawa's receipt of said Shipment. CollaGenex Fujisawa shall have the right to request that Atrix provide to CollaGenexFujisawa, within 30 days after such notice is received by itAtrix, Product or and/or Professional Samples that meet the Specifications Specifications, Governmental Approvals and Applicable Laws or to promptly provide CollaGenex Fujisawa with full credit for the Purchase Price Atrix Billing Price/Unit or the Atrix Final Price/Unit, as applicable, paid by CollaGenex Fujisawa for the returned Product or and/or Professional Samples. The In case of a hidden defect, Fujisawa shall have the right to request that Atrix provide to Fujisawa, within 30 days after a notice concerning a hidden defect is received by Atrix, Product and/or Professional Samples that meets the Specifications, Governmental Approvals and Applicable Laws or to promptly provide Fujisawa with full credit for the Atrix Billing Price/Unit or the Atrix Final Price/Unit, as applicable, paid by Fujisawa for the returned Product and/or Professional Samples. In either case, the cost of freight and handling to return or replace the Products or any such Product and/or Professional Samples shall be at the expense of Atrix. If CollaGenex Fujisawa does not notify Atrix of the non-conformity of the Product or Professional Samples within 45 days of receipt of said Shipment, the Product or Professional Samples shall be deemed to meet the Specifications, the Packaging Specifications Governmental Approvals and Applicable Laws, except for hidden defects. Notwithstanding anything in this Agreement to the contrary, the Parties may agree to a return of the Product or Professional Samples or an adjustment in the Purchase Price Atrix Billing Price/Unit or the Atrix Final Price/Unit, as applicable, in the event of any failure or defect in the Product or Professional Samples. Should there be a discrepancy between CollaGenexFujisawa's test Test results and the results of testing Testing performed by AtrixAtrix to determine whether any such Product and/or Professional Samples is non-conforming, such discrepancies shall be finally resolved by testing Testing performed by an independent Third Party mutually agreed upon by CollaGenex Fujisawa and Atrix. The costs of such testing Testing shall be borne by the Party against whom the discrepancy is resolved. In the event the Product or and/or Professional Samples have been previously returned to Atrix and an independent Third Party determines that the Product or Professional Samples meet the Specifications, CollaGenex Governmental Approvals and Applicable Laws, Fujisawa shall be responsible for all costs associated with of freight and handling for such return. The determination of such Third Party shall be binding and conclusive on the returnParties.

REJECTION OF PRODUCT OR PROFESSIONAL SAMPLES FOR FAILURE TO CONFORM TO SPECIFICATIONS. Each Shipment CollaGenex shall be considered accepted by CollaGenex based on its reliance on the Certificate of Analysis and its appropriate physical inspection of the Product, subject to CollaGenex's have a right to test or have a Third Party test any Shipment to determine conformity of the Shipment to the Specifications and/or Applicable Laws. If CollaGenex exercises such right, it shall promptly notify Atrix Altana of its decision and shall have 45 forty-five (45) days after the receipt of any Shipment to conduct such testing. If testing of such Shipment shows a failure of the Shipment to meet the Specifications and/or Applicable Laws, CollaGenex may return the entire Shipment, or any portion thereof, to Atrix Altana at AtrixAltana's expense within a reasonable time following the above described testing, provided that notice of non-conformity is received by Atrix Altana from CollaGenex within 45 forty-five (45) days of CollaGenex's receipt of said Shipment. CollaGenex shall have the right to request that Atrix Altana provide to CollaGenex, within 30 thirty (30) days after such notice is received by it, Product or Professional Samples that meet the Specifications and Applicable Laws or to promptly provide CollaGenex with full credit for the Purchase Price paid by CollaGenex for the returned Product or Professional Samples. The cost of freight and handling to return or replace the Products or Professional Samples goods shall be at the expense of AtrixAltana. If CollaGenex does not notify Atrix Altana of the non-conformity of the Product or Professional Samples within 45 forty-five (45) days of receipt of said Shipment, the Product or Professional Samples shall be deemed to meet the Specifications, the Packaging Specifications and Applicable Laws. Notwithstanding anything in this Agreement to the contrary, the Parties may agree to a return of the Product or Professional Samples or an adjustment in the Purchase Price in the event of any failure or defect in the Product or Professional Samples. Should there be a discrepancy between CollaGenex's test results and the results of testing performed by AtrixAltana, such discrepancies shall be finally resolved by testing performed by an independent Third Party mutually agreed upon by CollaGenex and AtrixAltana. The costs of such testing shall be borne by the Party against whom the discrepancy is resolved. In the event the Product or Professional Samples have been previously returned to Atrix Altana and an independent Third Party determines that the Product or Professional Samples meet the Specifications, CollaGenex shall be responsible for all costs associated with the return.