Rejection of Shipment; Additional Testing. If, following inspection, RELIANT rejects any shipment, it shall promptly so notify PRONOVA, and the Parties shall thereafter attempt in good faith to determine whether such API shipment did or did not conform to the applicable Specifications and shall reasonably cooperate with each other for such purpose (including, but not limited to, providing the other Party with reasonable access to all documents, filings and other relevant materials then in such Party’s possession or reasonably accessible to such Party and RELIANT’s provision to PRONOVA of samples of such shipment for testing). If either Party determines that such shipment did not conform to the Specifications, either Party may, if such Party determines it to be relevant, submit samples of such shipment to an independent laboratory of nationally recognized standing for testing. If such independent laboratory determines that the shipment conformed in all respects to the Specifications, RELIANT shall bear all expenses of shipping and testing such shipment samples and shall be obligated to accept and pay for such shipment. If PRONOVA or such independent laboratory confirms that such shipment did not meet the Specifications in all respects, PRONOVA shall replace, at no cost to RELIANT, that portion of the shipment that does not conform to the Specifications, and shall bear all expenses of shipping and testing the shipment samples, including any costs incurred by RELIANT in returning such API to PRONOVA or its designee. Except in instances of gross negligence or intentional misconduct by or on behalf of PRONOVA, RELIANT agrees that, in the event that PRONOVA replaces all of the non-conforming portion of such shipment within sixty (60) days of the confirmation by or to PRONOVA that such shipment did not meet the Specifications and otherwise bears the expenses contemplated by this Section 5.9, the remedies provided for in this Section 5.9 shall be RELIANT’s sole remedies for the failure of such shipment to conform to the Specifications. In the event that PRONOVA fails to replace all of the non-conforming portion of such shipment within sixty (60) days of the confirmation by or to PRONOVA that such shipment did not meet the Specifications, such failure shall constitute a Failure to Supply (as defined in Section 5.12(a)) and shall give rise to the rights and obligations of the Parties under Section 5.12.
Appears in 6 contracts
Samples: Agreement, Agreement (Reliant Pharmaceuticals, Inc.), Agreement (Reliant Pharmaceuticals, Inc.)
