Common use of Patent Defect Clause in Contracts

Patent Defect. Alpharma shall give written notice to Shasun of its rejection hereunder, within thirty (30) days after Alpharma's receipt of shipment of any Developed Product or API containing a Patent Defect, specifying the grounds for such rejection. After receipt of such notice from Alpharma, Shasun shall be permitted to analyze any shipment rejected by Alpharma for nonconformity to the Specifications, and to present its findings with respect to such shipment to Alpharma. If the parties cannot agree on whether the shipment in question conforms to the Specifications within 30 days of receipt of notice of rejection, an independent laboratory, reasonably acceptable to both parties and at a cost equally shared by both parties, shall analyze both Alpharma's and Shasun's samples of the shipment in question, and the definitive results of such laboratory shall be binding. If the shipment in question is determined to be nonconforming, such nonconforming shipment shall be held for Shasun's disposition, or shall be returned to Shasun, in each case at Shasun's expense, as directed by Shasun. At Alpharma's election, (A) Shasun shall refund all moneys paid for the defective nonconforming shipment involved, including shipping costs paid by Alpharma, or (B) Alpharma may recover such moneys by deducting such amounts from amounts then due or that may subsequently become due to Shasun from Alpharma hereunder. Shasun shall use its commercially reasonable efforts to replace nonconforming product, with conforming product as soon as practicable after receipt of notice of rejection thereof, and in any event shall do so within sixty (60) days after receipt of notice of rejection thereof or the date on which the independent lab determines the shipment to be nonconforming in accordance with the foregoing. Payment for such replacement shipment shall be made in accordance with the terms of this Agreement or at Alpharma's election by application of any outstanding credit in favor of Alpharma for rejected nonconforming shipments.

Patent Defect. Alpharma shall (i) POZEN will give written notice to Shasun Lek and LPI of its rejection (or its Licensee's or customer's rejection) hereunder, within thirty sixty (3060) days after Alpharmadelivery by LPI to POZEN's receipt or its Licensee's or customer's designated facilities of any shipment of any Developed Product or API containing a Patent Defect, specifying the grounds for such rejection. rejection and, if such rejection is made for failure of the Product to conform to Specifications, deliver to Lek samples of the rejected Product. (ii) After receipt of such notice and samples from AlpharmaPOZEN, Shasun shall Lek will be permitted permitted, for a period of fourteen (14) business days, to analyze any shipment the Product rejected by Alpharma POZEN for nonconformity to the Specifications, and to present its findings with respect to such shipment Product to AlpharmaPOZEN. If the parties cannot agree on whether the shipment Product in question conforms to the such Specifications within 30 fourteen (14) business days of Lek's receipt of POZEN's written notice of rejection, an independent laboratorylaboratory or independent consultant selected by POZEN from the list attached hereto as Exhibit F (as amended from time to time by the parties in writing) ********, reasonably acceptable to both parties and at a cost equally shared by both parties, shall will analyze both AlpharmaPOZEN's and ShasunLek's samples of the shipment Product in question, and . Each Party may have representatives present during the independent analysis. The definitive results of such analysis by the independent laboratory shall or independent consultant will be binding. binding on the parties. (iii) If the shipment of Product in question is determined to be nonconformingnonconforming with respect to the Specifications or otherwise fails to conform to the Product Warranties, such nonconforming shipment shall Product will be held for ShasunLek's disposition, or shall will be returned to ShasunLek (unless prohibited by Regulatory Authorities), in each case at Shasun's expense********, as directed by ShasunLek, ********. At Alpharma's election, (A) Shasun shall refund all moneys paid for the defective nonconforming shipment involved, including shipping costs paid by Alpharma, or (B) Alpharma may recover such moneys by deducting such amounts from amounts Lek will then due or that may subsequently become due to Shasun from Alpharma hereunder. Shasun shall use its commercially reasonable efforts to replace each nonconforming productshipment of Product, or the nonconforming portion thereof on a batch-by-batch basis, with conforming product Product as soon as reasonably practicable after receipt of notice of rejection thereof, and in any event shall do so within sixty (60) days after receipt of notice of rejection thereof or will promptly provide POZEN with a credit therefor, at POZEN's election. If the date on which the independent lab determines the shipment Product was improperly rejected, POZEN will be required to be nonconforming in accordance with the foregoing. Payment for accept ******** such replacement shipment shall be made in accordance with the terms of this Agreement or at Alpharma's election by application of any outstanding credit in favor of Alpharma for rejected nonconforming shipmentsProduct and ********.