Common use of Non-Conformities Clause in Contracts

Non-Conformities. Upon delivery of the Products, Licensee shall inspect the Products and shall notify the Manufacturer forthwith and no later than twenty five (25) Business Days after the delivery date, by e-mail or written communication delivered as provided herein below, of any damage or of any shortages or non-conformity of the delivered Products apparent from a visual inspection. Supporting evidence and documents shall be included, as reasonably deemed necessary by Licensee or reasonably required by the Manufacturer. Upon request of Manufacturer, Licensee shall make available to the Manufacturer samples of the Products which are declared as defective. In case of non conformity to the Marketing Authorization(s) of any quantity of the Product delivered pursuant hereto, Manufacturer shall take back, at its expense, the quantities concerned and shall replace them within twenty (20) Business Days from receipt of the relevant notice by Licensee. With respect to damages, shortages or nonconformity discoverable by way of visual inspection, the Product shall be deemed to have been delivered in good saleable condition after expiry of said twenty five (25) Business Days period after the delivery date to Licensee. _______________ * Confidential material redacted and separately filed with the Commission. Any dispute between the Parties regarding specifications of the Product delivered hereunder shall be referred, in the case of Mexico, in first instance to a mutually acceptable third party expert authorized by COFEPRIS, if no agreement is reached between the Parties with respect to such appointment, then such dispute shall be referred to Lambda Científica, S.A. de C.V. or Laboratorios B▇▇▇▇ ▇.▇. de C.V., such dispute to be handled by the entity providing a lower quotation for their services, within thirty (30) days from the receipt by the Manufacturer of the notice of claim of Licensee. The opinion of such expert shall be definitive and binding upon the Parties. The cost of such independent advice shall be borne by the Party losing the specific dispute as per the binding decision of the expert. The Manufacturer shall not replace defective Product delivered to Licensee or returned to Licensee by the customers, patients, or authorities, without the prior written request of Licensee.

Non-Conformities. Upon delivery receipt of any product, Buyer shall inspect such product for defects and shall ascertain through reasonable visual inspection that (i) the correct product was delivered, (ii) the quantity is accurate, and (iii) where applicable, the labels or other documents relating to the product correspond to the product ordered. If Buyer discovers that any product does not conform to an agreement or Seller’s published product specifications, Buyer shall, before any of the Productsproduct has been consumed, Licensee shall inspect the Products and shall resold, altered or processed, notify the Manufacturer forthwith and no later than twenty five (25) Business Days after the delivery date, by e-mail or written communication delivered as provided herein below, of any damage or of any shortages or non-conformity of the delivered Products apparent from a visual inspection. Supporting evidence and documents shall be included, as reasonably deemed necessary by Licensee or reasonably required by the Manufacturer. Upon request of Manufacturer, Licensee shall make available to the Manufacturer samples of the Products which are declared as defective. In case of non conformity to the Marketing Authorization(s) of any quantity of the Product delivered pursuant hereto, Manufacturer shall take back, at its expense, the quantities concerned and shall replace them Seller in writing within twenty (20) Business Days from receipt of the relevant notice by Licensee. With respect to damages, shortages or nonconformity discoverable by way of visual inspection, the Product shall be deemed to have been delivered in good saleable condition after expiry of said twenty five (25) Business Days period after the delivery date to Licensee. _______________ * Confidential material redacted and separately filed with the Commission. Any dispute between the Parties regarding specifications of the Product delivered hereunder shall be referred, in the case of Mexico, in first instance to a mutually acceptable third party expert authorized by COFEPRIS, if no agreement is reached between the Parties with respect to such appointment, then such dispute shall be referred to Lambda Científica, S.A. de C.V. or Laboratorios B▇▇▇▇ ▇.▇. de C.V., such dispute to be handled by the entity providing a lower quotation for their services, within net thirty (30) days (net ninety (90) days for non-latent defects) from the receipt delivery of such product. Such notification shall provide detailed information as to the claimed variation, defect or shortage, and Buyer shall afford Seller a reasonable opportunity to inspect the product. Buyer’s failure to adhere to the terms of this Section shall constitute a waiver by Buyer of all claims based on any variation, defect or shortage of any product, and shall be conclusive evidence that Seller has satisfactorily performed its obligations under the Manufacturer applicable agreement. For clarity, any variation reported by Buyer falling within a one percent (2%) range of the notice published specifications of claim Seller shall not be regarded as a defect or constitute non-performance by Seller; in addition, shortages reported by Buyer of Licenseeless than one percent (1%) of the gross weight of a bulk shipment shall not constitute Seller’s non-compliance or non-performance of the agreement. The opinion of such expert exclusive remedy for any shortage, defective or non-compliant product manufactured, distributed, packaged, and delivered by Seller, whether or not arising from negligence or any other cause, shall be definitive limited to, at Seller’s sole discretion, either (i) the product being replaced at the original point of delivery, or (ii) a credit or refund of sales price in proportion to the defect(s) to which the claim relates including, without limitation, transportation costs and binding upon taxes. At Buyer’s risk and expense, Seller may require Buyer to return the Partiesproduct to Seller before Buyer shall be entitled to any replacement, credit or refund. Should an actual defect or non-conformity be verified by Seller, reasonable costs to return the defective or non-conforming product shall be reimbursed to Buyer by Seller. The cost of such independent advice shall be borne by the Party losing the specific dispute as per the binding decision of the expert. The Manufacturer foregoing remedy shall not replace defective Product delivered apply to Licensee or returned to Licensee by the customersproduct comingled with non-Seller material, patientsproduct damaged during Buyer’s transit, or authoritiesto product damaged or lost due to Buyer’s willful misconduct, without the prior negligence, improper storage, environmental conditions, or failure to follow Seller’s oral or written request of Licensee.instructions. SELLER MAKES NO EXPRESS OR IMPLIED WARRANTIES AND ALL SUCH WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING ANY WARRANTY

Non-Conformities. Upon delivery of the Products, Licensee More Pharma shall inspect the Products and shall notify the Manufacturer forthwith and no later than twenty five (25) Business Days after the delivery date, by e-mail or written communication delivered as provided herein below, of any damage or of any shortages or non-conformity of the delivered Products apparent from a visual inspection. Supporting evidence and documents shall be included, as reasonably deemed necessary by Licensee More Pharma or reasonably required by the Manufacturer. Upon request of Manufacturer, Licensee More Pharma shall make available to the Manufacturer samples of the Products which are declared as defective. In case of non conformity to the Marketing Authorization(s) of any quantity of the Product delivered pursuant hereto, Manufacturer shall take back, at its expense, the quantities concerned and shall replace them within twenty (20) Business Days from receipt of the relevant notice by LicenseeMore Pharma. ______________ * Confidential material redacted and separately filed with the Commission. With respect to damages, shortages or nonconformity discoverable by way of visual inspection, the Product shall be deemed to have been delivered in good saleable condition after expiry of said twenty five (25) Business Days period after the delivery date to Licensee. _______________ * Confidential material redacted and separately filed with the CommissionMore Pharma. Any dispute between the Parties regarding specifications of the Product delivered hereunder shall be referred, in the case of Mexico, in first instance to a mutually acceptable third party expert authorized by COFEPRISexpert, if no agreement is reached between the Parties with respect to such appointment, then such dispute shall be referred to Lambda Científica, S.A. de C.V. or Laboratorios B▇▇▇▇ ▇.▇. de C.V., such dispute to be handled by the entity providing a lower quotation for their services, within thirty (30) days from the receipt by the Manufacturer of the notice of claim of LicenseeMore Pharma. The opinion of such expert shall be definitive and binding upon the Parties. The cost of such independent advice shall be borne by the Party losing the specific dispute as per the binding decision of the expert. The Manufacturer shall not replace defective Product delivered to Licensee More Pharma or returned to Licensee More Pharma by the customers, patients, or authorities, without the prior written request of LicenseeMore Pharma.