Common use of Rejection of Shipments For Product Non-Conformance Clause in Contracts

Rejection of Shipments For Product Non-Conformance. If Celltech rejects a shipment from other than Consignment Inventory on the determination that such shipment of Product fails to conform to the purchase order therefor or a shipment of Consignment Inventory or Product delivered to Celltech from other than Consignment Inventory or drawn by Celltech out of Consignment Inventory on the grounds that it fails to conform to the Product Specifications, Celltech shall give written notice of such rejection to Orphan Medical within fifteen (15) days after receipt thereof, in the case of apparent non-conformance, and sixty (60) days of the receipt of definitive test results obtained pursuant to Section 7.13 in the case of non-conformance established by such tests. Such notice of rejection shall specify the manner in which the Product fails to conform to the relevant purchase order, or otherwise fails to conform to the Product Specifications. If Celltech fails to provide Orphan Medical such notice in respect of Product delivered to Celltech pursuant to a purchase order, whether drawn from Consignment Inventory or otherwise, within fifteen (15) or sixty (60) days, as the case may be, of the date of delivery, the Product shall be deemed accepted by Celltech; provided, however, that such deemed acceptance shall not (i) impair Celltech's right to reject shipment or recover damages in respect of any non-conformance that is not apparent and cannot be determined by such tests or (ii) reduce, diminish or alter Celltech's rights to indemnification as specified in Article IX hereof or to terminate this Agreement in accordance with Section 14.2(b). If Celltech expects to make a claim against Orphan Medical in accordance with this Section 7.12, Celltech shall not dispose or allow the disposal of the Product in question without the express written authorization and instructions of Orphan Medical. Any such instructions from Orphan Medical, or Celltech's compliance therewith, shall not relieve Celltech of its obligation to dispose of any Product in accordance with all applicable laws and regulations in the relevant country in the Territory. Celltech shall not return any rejected Product to Orphan Medical without a Return Material Authorization ("RMA") from Orphan Medical. Orphan Medical shall promptly issue a RMA for any reasonably rejected Product, provided, however, appropriate samples may be retained by Celltech as evidence of the basis for such rejection by Celltech. Proof of destruction or disposal shall be certified in writing to Orphan Medical by an officer of Celltech. Within thirty (30) days of receipt of a statement detailing and documenting all of Celltech's costs and expenses associated with Orphan Medical's delivery of non-conforming Products, including without limitation, any payments made or other Indemnification Amounts arising out of Claims and the return, destruction or disposal of such Product pursuant to this Section 7.12, Orphan Medical shall reimburse Celltech for all such amounts. Any disputes between the parties relating to such reimbursement amounts shall be resolved in accordance with the procedures set forth in Section 15.2

Rejection of Shipments For Product Non-Conformance. If Celltech rejects a shipment from other than Consignment Inventory on the determination that such shipment of Product fails to conform to the purchase order therefor or a shipment of Consignment Inventory or Product delivered to Celltech from other than Consignment Inventory or drawn by Celltech out of Consignment Inventory on the grounds that it fails to conform to the Product Specifications, Celltech shall give written notice of such rejection to Orphan Medical within fifteen (15) days after receipt thereof, in the case of apparent non-conformance, and sixty (60) days of the receipt of definitive test results obtained pursuant to Section 7.13 in the case of non-conformance established by such tests. Such notice of rejection shall specify the manner in which the Product fails to conform to the relevant purchase order, or otherwise fails to conform to the Product Specifications. If Celltech fails to provide Orphan Medical such notice in respect of Product delivered to Celltech pursuant to a purchase order, whether drawn from Consignment Inventory or otherwise, within fifteen (15) or sixty (60) days, as the case may be, of the date of delivery, the Product shall be deemed accepted by Celltech; provided, however, that such deemed acceptance shall not (i) impair Celltech's ’s right to reject shipment or recover damages in respect of any non-conformance that is not apparent and cannot be determined by such tests or (ii) reduce, diminish or alter Celltech's ’s rights to indemnification as specified in Article IX hereof or to terminate this Agreement in accordance with Section 14.2(b). If Celltech expects to make a claim against Orphan Medical in accordance with this Section 7.12, Celltech shall not dispose or allow the disposal of the Product in question without the express written authorization and instructions of Orphan Medical. Any such instructions from Orphan Medical, or Celltech's ’s compliance therewith, shall not relieve Celltech of its obligation to dispose of any Product in accordance with all applicable laws and regulations in the relevant country in the Territory. Celltech shall not return any rejected Product to Orphan Medical without a Return Material Authorization ("“RMA"”) from Orphan Medical. Orphan Medical shall promptly issue a RMA for any reasonably rejected Product, provided, however, appropriate samples may be retained by Celltech as evidence of the basis for such rejection by Celltech. Proof of destruction or disposal shall be certified in writing to Orphan Medical by an officer of Celltech. Within thirty (30) days of receipt of a statement detailing and documenting all of Celltech's ’s costs and expenses associated with Orphan Medical's ’s delivery of non-conforming Products, including without limitation, any payments made or other Indemnification Amounts arising out of Claims and the return, destruction or disposal of such Product pursuant to this Section 7.12, Orphan Medical shall reimburse Celltech for all such amounts. Any disputes between the parties relating to such reimbursement amounts shall be resolved in accordance with the procedures set forth in Section 15.2

Rejection of Shipments For Product Non-Conformance. If Celltech UCB rejects a shipment from other than Consignment Inventory on the determination that such shipment of Product fails to conform to the purchase order therefor therefore or a shipment of Consignment Inventory or Product delivered to Celltech from other than Consignment Inventory or drawn by Celltech out of Consignment Inventory on the grounds that it fails to conform to the Product Specifications, Celltech UCB shall give written notice of such rejection to Orphan Medical within fifteen (15) days Jazz Pharmaceuticals [ * ] after receipt thereof, in the case of apparent non-conformance, and sixty (60) days [ * ] of the receipt of definitive test results obtained pursuant to Section 7.13 7.11 in the case of non-conformance established by such tests. Such notice of rejection shall specify the manner in which the Product fails to conform to the relevant purchase order, or otherwise fails to conform to the Product Specifications. If Celltech UCB fails to provide Orphan Medical Jazz Pharmaceuticals such notice in respect of Product delivered to Celltech UCB pursuant to a purchase order, whether drawn from Consignment Inventory or otherwise, order within fifteen (15) or sixty (60) days, [ * ] as the case may be, of the date of delivery, the Product shall be deemed accepted by CelltechUCB; provided, however, that such deemed acceptance shall not (i) impair Celltech's UCB’s right to reject shipment or recover damages in respect of any non-conformance that is not apparent and cannot be determined by such tests or (ii) reduce, diminish or alter Celltech's UCB’s rights to indemnification as specified in Article IX hereof or to terminate this Agreement in accordance with Section 14.2(b). If Celltech UCB expects to make a claim against Orphan Medical Jazz Pharmaceuticals in accordance with this Section 7.12, Celltech UCB shall not dispose or allow the disposal of the Product in question without the express written authorization and instructions of Orphan MedicalJazz Pharmaceuticals. Any such instructions from Orphan MedicalJazz Pharmaceuticals, or Celltech's UCB’s compliance therewith, shall not relieve Celltech UCB of its obligation to dispose of any Product in accordance with all applicable laws and regulations in the relevant country in the Territory. Celltech UCB shall not return any rejected Product to Orphan Medical Jazz Pharmaceuticals without a Return Material Authorization ("“RMA"”) from Orphan MedicalJazz Pharmaceuticals. Orphan Medical Jazz Pharmaceuticals shall promptly issue a RMA for any reasonably rejected Product, provided, however, appropriate samples may be retained by Celltech UCB as evidence of the basis for such rejection by CelltechUCB. Proof of destruction or disposal shall be certified in writing to Orphan Medical Jazz Pharmaceuticals by an officer of CelltechUCB. Within thirty (30) days [ * ] of receipt of a statement detailing and documenting all of Celltech's UCB’s costs and expenses associated with Orphan Medical's Jazz Pharmaceuticals’ delivery of non-conforming Products, including without limitation, any payments made or other Indemnification Amounts arising out of Claims and the return, destruction or disposal of such Product pursuant to this Section 7.12, Orphan Medical Jazz Pharmaceuticals shall reimburse Celltech UCB for all such amounts. Any disputes between the parties relating to such reimbursement amounts shall be resolved in accordance with the procedures set forth in Section 15.2. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKET BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Rejection of Shipments For Product Non-Conformance. If Celltech rejects a shipment from other than Consignment Inventory on the determination that such shipment of Product fails to conform to the purchase order therefor or a shipment of Consignment Inventory or Product delivered to Celltech from other than Consignment Inventory or drawn by Celltech out of Consignment Inventory on the grounds that it fails to conform to the Product Specifications, Celltech shall give written notice of such rejection to Orphan Medical within fifteen (15) days after receipt thereof, in the case of apparent non-conformance, and sixty (60) days of the receipt of definitive test results obtained pursuant to Section 7.13 in the case of non-conformance established by such tests. Such notice of rejection shall specify the manner in which the Product fails to conform to the relevant purchase order, or otherwise fails to conform to the Product Specifications. If Celltech fails to provide Orphan Medical such notice in respect of Product delivered to Celltech pursuant to a purchase order, whether drawn from Consignment Inventory or otherwise, within fifteen (15) or sixty (60) days, as the case may be, of the date of delivery, the Product shall be deemed accepted by Celltech; provided, however, that such deemed acceptance shall not (i) impair Celltech's ’s right to reject shipment or recover damages in respect of any non-conformance that is not apparent and cannot be determined by such tests or (ii) reduce, diminish or alter Celltech's ’s rights to indemnification as specified in Article IX hereof or to terminate this Agreement in accordance with Section 14.2(b). If Celltech expects to make a claim against Orphan Medical in accordance with this Section 7.12, Celltech shall not dispose or allow the disposal of the Product in question without the express written authorization and instructions of Orphan Medical. Any such instructions from Orphan Medical, or Celltech's ’s compliance therewith, shall not relieve Celltech of its obligation to dispose of any Product in accordance with all applicable laws and regulations in the relevant country in the Territory. Celltech shall not return any rejected Product to Orphan Medical without a Return Material Authorization ("“RMA"”) from Orphan Medical. Orphan Medical shall promptly issue a RMA for any reasonably rejected Product, provided, however, appropriate samples may be retained by Celltech as evidence of the basis for such rejection by Celltech. Proof of destruction or disposal shall be certified in writing to Orphan Medical by an officer of Celltech. Within thirty (30) days of receipt of a statement detailing and documenting all of Celltech's ’s costs and expenses associated with Orphan Medical's ’s delivery of non-conforming Products, including without limitation, any payments made or other Indemnification Amounts arising out of Claims and the return, destruction or disposal of such Product pursuant to this Section 7.12, Orphan Medical shall reimburse Celltech for all such amounts. Any disputes between the parties relating to such reimbursement amounts shall be resolved in accordance with the procedures set forth in Section 15.2.