Common use of Product Specifications Clause in Contracts

Product Specifications. (a) Supplier shall manufacture all Products according to the Specifications in effect as of the date of this Agreement, with such changes or additions to the Specifications of the Products related thereto as shall be requested by Buyer in accordance with this Section or as otherwise agreed in writing by the Parties. All other Products shall be manufactured with such Specifications as the Parties shall agree in writing. (b) Buyer may request changed or additional Specifications for any Product by delivering written notice thereof to Supplier not less than one hundred twenty (120) days in advance of the first Firm Order for such Product to be supplied with such changed or additional Specifications. Notwithstanding the foregoing, if additional advance time would reasonably be required in order to implement the manufacturing processes for production of a Product with any changed or additional Specifications, and to commence manufacture and delivery thereof, Supplier shall so notify Buyer, and Supplier shall not be required to commence delivery of such Product until the passage of such additional time. (c) Supplier shall be required to accommodate any change of, or additions to, the Specifications for any Product, if and only if (i) in Supplier’s good faith judgment, such changed or additional Specifications would not require Supplier to violate good manufacturing practice, (ii) the representation and warranty of Buyer deemed made pursuant to Subsection (e) below is true and correct, and (iii) Buyer agrees to reimburse Supplier for the incremental costs and expenses incurred by Supplier in accommodating the changed or additional Specifications, including the costs of acquiring any new machinery and tooling. For the avoidance of doubt, such costs and expenses shall be payable by Buyer separately from the cost of Products at such time or times as Supplier shall request. (d) Supplier shall notify Buyer in writing within thirty (30) days of its receipt of any request for changed or additional Specifications (i) whether Supplier will honor such changed or additional Specifications, (ii) if Supplier declines to honor such changed or additional Specifications, the basis therefor and (iii) if applicable, the estimated costs and expenses that Buyer will be required to reimburse Supplier in respect of the requested changes or additions, as provided in Subsection (c) above. Buyer shall notify Supplier in writing within fifteen (15) days after receiving notice of any required reimbursement whether Buyer agrees to assume such reimbursement obligation. (e) By its request for any changed or additional Specifications for any Product, Buyer shall be deemed to represent and warrant to Supplier that the manufacture and sale of the Product incorporating Buyer’s changed or additional Specifications, as a result of such incorporation, will not and could not reasonably be expected to (i) violate or conflict with any contract, agreement, arrangement or understanding to which Buyer and/or any of its Affiliates is a party, including this Agreement and any other contract, agreement, arrangement or understanding with Supplier and/or its Affiliates, (ii) infringe on any trademark, service ▇▇▇▇, copyright, patent, trade secret or other intellectual property rights of any Person, or (iii) violate any Applicable Law. Buyer shall indemnify and hold Supplier and its Affiliates harmless (including with respect to reasonable attorneys’ fees and disbursements) from any breach of this representation and warranty.

Product Specifications. (a) Supplier Manufacturer shall manufacture all Products according to the Specifications in effect as of the date of this Agreement, with such changes or additions to the Specifications of the Products related thereto as shall be requested by Buyer in accordance with this Section or as otherwise agreed in writing by the Parties, so long as and only to the extent that if such requested change or addition requires a change or addition in the Specifications applicable to the foil resistor chips to be supplied by VAT under the Supply Agreement, VAT can supply the foil resistor chips with such change or addition or Buyer is able to identify an appropriate alternative source of foil resistor chips in the event that VAT is unable to provide such chips. All other Products shall be manufactured with such Specifications as the Parties shall agree in writing. (b) Buyer may request changed or additional Specifications for any Product by delivering written notice thereof to Supplier Manufacturer not less than one hundred twenty (120) days in advance of the first Firm Order for such Product to be supplied with such changed or additional Specifications. Notwithstanding the foregoing, if additional advance time would reasonably be required in order to implement the manufacturing processes for production of a Product with any changed or additional Specifications, and to commence manufacture and delivery thereof, Supplier Manufacturer shall so notify Buyer, and Supplier Manufacturer shall not be required to commence delivery of such Product until the passage of such additional time. (c) Supplier Manufacturer shall be required to accommodate any change of, or additions to, the Specifications for any Product, if and only if (i) in SupplierManufacturer’s good faith judgment, such changed or additional Specifications would not require Supplier Manufacturer to violate good manufacturing practice, (ii) the representation and warranty of Buyer deemed made pursuant to Subsection (e) below is true and correct, and (iii) Buyer agrees to reimburse Supplier Manufacturer for the incremental costs and expenses incurred by Supplier Manufacturer in accommodating the changed or additional Specifications, including the costs of acquiring any new machinery and tooling, and (iv) to the extent applicable, a corresponding change of, or addition to, the Specifications applicable to the materials supplied to the Manufacturer under the Supply Agreement has been made. For the avoidance of doubt, such costs and expenses shall be payable by Buyer separately from the cost of Products at such time or times as Supplier Manufacturer shall request. (d) Supplier Manufacturer shall notify Buyer in writing within thirty (30) days of its receipt of any request for changed or additional Specifications (i) whether Supplier Manufacturer will honor such changed or additional Specifications, (ii) if Supplier Manufacturer declines to honor such changed or additional Specifications, the basis therefor and (iii) if applicable, the estimated costs and expenses that Buyer will be required to reimburse Supplier Manufacturer in respect of the requested changes or additions, as provided in Subsection (c) above. Buyer shall notify Supplier Manufacturer in writing within fifteen (15) days after receiving notice of any required reimbursement whether Buyer agrees to assume such reimbursement obligation. (e) By its request for any changed or additional Specifications for any Product, Buyer shall be deemed to represent and warrant to Supplier Manufacturer that the manufacture and sale of the Product incorporating Buyer’s changed or additional Specifications, as a result of such incorporation, will not and could not reasonably be expected to (i) violate or conflict with any contract, agreement, arrangement or understanding to which Buyer and/or any of its Affiliates is a party, including this Agreement and any other contract, agreement, arrangement or understanding with Supplier Manufacturer and/or its Affiliates, (ii) infringe on any trademark, service ▇▇▇▇, copyright, patent, trade secret or other intellectual property rights of any Person, or (iii) violate any Applicable Law. Buyer shall indemnify and hold Supplier Manufacturer and its Affiliates harmless (including with respect to reasonable attorneys’ fees and disbursements) from any breach of this representation and warranty.

Product Specifications. (a) Supplier Throughout the Transition Period, Service Providers shall manufacture all ensure that the Products according to comply with the Specifications in effect as of the date of this Agreement, with such changes or additions to the Specifications agreed finished product specifications for each of the Products related thereto as set forth in Exhibit C hereto including, without limitation, conforming to all Confidential Statements of Formula and Methods of Manufacture included with any Registration Data (the “Finished Product Specifications”); provided that Buyers may make changes to the Finished Product Specifications to conform with the requirements of Applicable Laws or to reflect developments and changes in the products developed by Buyers and provided, further, that unless Buyers agree to promptly reimburse Service Providers for such costs, the foregoing shall be requested not obligate any Service Provider to make any change or addition that will require any capital expenditures or otherwise increase the costs of the Service Providers hereunder or require the application for new permits or authorizations from any third party by Buyer in accordance with this Section or as otherwise agreed in writing by such Service Provider, without the Parties. All other Products shall be manufactured with prior agreement of such Specifications as the Parties shall agree in writingService Provider. (b) Buyer Service Providers may request changed not make any changes to production processes used to make Products or additional Specifications the Finished Product Specifications. Service Providers’ existing Management of Change (MOC) procedure shall be modified to include Buyers’ written approval for any Product by delivering written notice thereof to Supplier not less than one hundred twenty (120) days in advance of changes implemented at the first Firm Order for such Product to be supplied with such changed or additional SpecificationsFacility affecting the Products. Notwithstanding the foregoing, if additional advance time would reasonably be nothing in this Agreement will prohibit Service Providers from making changes to the extent required in order to implement the manufacturing processes for production of a Product with any changed or additional Specifications, and to commence manufacture and delivery thereof, Supplier shall so notify Buyer, and Supplier shall not be required to commence delivery of such Product until the passage of such additional timeby Applicable Law. (c) Supplier shall be required Without limiting the generality of the provisions of this Agreement, in case Buyers choose to accommodate any change ofno longer market, sell, or additions tooffer for sale any Product manufactured at the Facility or in case Buyers no longer desire to have any Product manufactured by Service Providers, the Specifications for any Product, if and only if Buyers may require Service Providers to stop manufacturing such specified Product by delivering a written notice requiring Service Providers to cease manufacturing a specified Product (a “Stop Notice”). The Stop Notice shall indicate (i) in Supplier’s good faith judgment, such changed or additional Specifications would not require Supplier each Product to violate good manufacturing practice, be discontinued (the “Discontinued Product”) and (ii) the representation and warranty date of Buyer deemed made pursuant to Subsection (ewhich manufacture of such Discontinued Product(s) below is true and correctshall cease. Buyers may deliver more than one Stop Notice during the Transition Period, provided, however, that Buyers shall not deliver any Stop Notice in respect of products that are the subject of the FMC/Spectrum Obligations, and provided, further, that if the provisions of the WARN Act are applicable to Waterbury, then Buyers shall provide no less than seventy (iii70) Buyer agrees days prior written notice to reimburse Supplier for the incremental costs and expenses incurred by Supplier in accommodating the changed or additional Specifications, including the costs of acquiring any new machinery and tooling. For the avoidance of doubt, such costs and expenses shall be payable by Buyer separately from the cost of Products at such time or times as Supplier shall requestService Providers. (d) Supplier shall notify Buyer in writing within thirty (30) days of its receipt of any request for changed or additional Specifications (i) whether Supplier will honor such changed or additional Specifications, (ii) if Supplier declines On ceasing to honor such changed or additional Specificationsmanufacture the Discontinued Product(s), the basis therefor Service Providers shall provide to Buyers a statement showing the quantity and description of all ingredients, packaging and raw materials and Products relating to the Discontinued Products which remain with Service Providers and which Service Providers can no longer use in the continued production of the Products (iii) if applicable, other than the estimated costs and expenses that Buyer will be required to reimburse Supplier Discontinued Products). Other than in respect of ingredients, packaging and raw materials and Products that are the requested changes or additions, as provided in Subsection (c) above. Buyer shall notify Supplier in writing within fifteen (15) days after receiving notice of any required reimbursement whether Buyer agrees to assume such reimbursement obligation. (e) By its request for any changed or additional Specifications for any Product, Buyer shall be deemed to represent and warrant to Supplier that the manufacture and sale subject of the Product incorporating BuyerFMC/Spectrum Obligations, Buyers undertake to use commercially reasonable efforts to collect the ingredients, packaging and raw materials and Products relating to the Discontinued Products from such Service Provider’s changed or additional Specifications, as a result premises within five (5) weeks following issuance of such incorporation, will not and could not reasonably be expected to (i) violate or conflict with any contract, agreement, arrangement or understanding to which Buyer and/or any of its Affiliates is a party, including this Agreement and any other contract, agreement, arrangement or understanding with Supplier and/or its Affiliates, (ii) infringe on any trademark, service ▇▇▇▇, copyright, patent, trade secret or other intellectual property rights of any Person, or (iii) violate any Applicable Law. Buyer shall indemnify and hold Supplier and its Affiliates harmless (including with respect to reasonable attorneys’ fees and disbursements) from any breach of this representation and warrantythe Stop Notice.

Product Specifications. (a) Supplier shall manufacture all Products according to the Specifications in effect as of the date of this Agreement, with such changes or additions to the Specifications of the Products related thereto as shall be requested by Buyer in accordance with this Section or as otherwise agreed in writing by the Parties. All other Products shall be manufactured with such Specifications as the Parties shall agree in writing. (b) Buyer may request changed or additional Specifications for any Product by delivering written notice thereof to Supplier not less than one hundred twenty (120) days in advance of the first Firm Order for such Product to be supplied with such changed or additional Specifications. Notwithstanding the foregoing, if additional advance time would reasonably be required in order to implement the manufacturing processes for production of a Product with any changed or additional Specifications, and to commence manufacture and delivery thereof, Supplier shall so notify Buyer, and Supplier shall not be required to commence delivery of such Product until the passage of such additional time. (c) Supplier shall be required to accommodate any change of, or additions to, the Specifications for any Product, if and only if (i) in Supplier’s good faith judgment, such changed or additional Specifications would not require Supplier to violate good manufacturing practice, (ii) the representation and warranty of Buyer deemed made pursuant to Subsection (e) below is true and correct, and (iii) Buyer agrees to reimburse Supplier for the incremental costs and expenses incurred by Supplier in accommodating the changed or additional Specifications, including the costs of acquiring any new machinery and tooling. For the avoidance of doubt, such costs and expenses shall be payable by Buyer separately from the cost of Products at such time or times as Supplier shall request. (d) Supplier shall notify Buyer in writing within thirty (30) days of its receipt of any request for changed or additional Specifications (i) whether Supplier will honor such changed or additional Specifications, (ii) if Supplier declines to honor such changed or additional Specifications, the basis therefor and (iii) if applicable, the estimated costs and expenses that Buyer will be required to reimburse Supplier in respect of the requested changes or additions, as provided in Subsection (c) above. Buyer shall notify Supplier in writing within fifteen (15) days after receiving notice of any required reimbursement whether Buyer agrees to assume such reimbursement obligation. (e) By its request for any changed or additional Specifications for any Product, Buyer shall be deemed to represent and warrant to Supplier that the manufacture and sale of the Product incorporating Buyer’s changed or additional Specifications, as a result of such incorporation, will not and could not reasonably be expected to (i) violate or conflict with any contract, agreement, arrangement or understanding to which Buyer and/or any of its Affiliates is a party, including this Agreement and any other contract, agreement, arrangement or understanding with Supplier and/or its Affiliates, (ii) infringe on any trademark, service mark, ▇▇▇▇, copyrightyright, patent, trade secret or other intellectual property rights of any Person, or (iii) violate any Applicable Law. Buyer shall indemnify and hold Supplier and its Affiliates harmless (including with respect to reasonable attorneys’ fees and disbursements) from any breach of this representation and warranty.

Product Specifications. (a) Supplier shall manufacture all Products according to the Specifications in effect as of the date of this Agreement, with such changes or additions to the Specifications of the Products related thereto as shall be requested by Buyer Materials in accordance with this Section the specifications therefor to which Supplier has been manufacturing such Materials prior to the date hereof. Supplier's Manufacturing operations shall be in conformance with the requirements of the United States Food and Drug Administration applicable to Supplier, the Quality System Regulations as promulgated or as otherwise agreed in writing modified by the Parties. All FDA from time to time ("QSRs"), and the requirements of other Products shall be manufactured with such Specifications as the Parties shall agree in writing. (b) Buyer may request changed or additional Specifications for any Product by delivering written notice thereof cognizant foreign, federal, state, and local regulatory authorities applicable to Supplier not less than one hundred twenty (120) days in advance of collectively, the first Firm Order for such Product to be supplied with such changed or additional Specifications"Applicable Requirements"). Notwithstanding the foregoing, if additional advance time would reasonably be required in order to implement the manufacturing processes for production of a Product with any changed or additional Specifications, and to commence manufacture and delivery thereof, Supplier shall so notify Buyer, and Supplier shall not be required deviate in any way whatsoever therefrom without the prior written consent of a duly authorized representative of Mentor. A. In the event Mentor determines that Supplier is not in compliance with Applicable Requirements, including without limitation applicable QSRs, Mentor shall promptly deliver to commence delivery Supplier written notice of such Product until the passage of such additional time. non-compliance (c) "Non-compliance Notice"). Supplier shall be required create and deliver to accommodate Mentor an action plan to address any change of, or additions to, such non-compliance (the Specifications for any Product, if and only if "Action Plan") within fifteen (i) in Supplier’s good faith judgment, such changed or additional Specifications would not require Supplier to violate good manufacturing practice, (ii) the representation and warranty of Buyer deemed made pursuant to Subsection (e) below is true and correct, and (iii) Buyer agrees to reimburse Supplier for the incremental costs and expenses incurred by Supplier in accommodating the changed or additional Specifications, including the costs of acquiring any new machinery and tooling. For the avoidance of doubt, such costs and expenses shall be payable by Buyer separately from the cost of Products at such time or times as Supplier shall request. (d) Supplier shall notify Buyer in writing within thirty (3015) days of its receipt of the Non-compliance Notice. The Action Plan shall be mutually agreeable to Mentor and Supplier, including the time period and the action(s) necessary to correct any request for changed or additional Specifications non-compliance by Supplier. In no event shall the time period set forth in the Action Plan to correct any current non-compliance exceed twelve (i12) whether Supplier will honor such changed or additional Specifications, (ii) if Supplier declines to honor such changed or additional Specifications, months from the basis therefor and (iii) if applicable, the estimated costs and expenses that Buyer will be required to reimburse Supplier in respect date of Supplier's receipt of the requested changes or additions, as provided in Subsection (c) above. Buyer shall notify Supplier in writing within fifteen (15) days after receiving notice of any required reimbursement whether Buyer agrees to assume such reimbursement obligationNon-compliance Notice. (e1) By its request for In the event Supplier fails to cure any changed or additional Specifications for any Productsuch non-compliance within the time period set forth in the Action Plan, Buyer Mentor shall be deemed have the right, but not the obligation, to represent and warrant to Supplier that the manufacture and sale of the Product incorporating Buyer’s changed or additional Specifications, as a result of such incorporation, will not and could not reasonably be expected to (i) violate or conflict with any contract, agreement, arrangement or understanding to which Buyer and/or any of its Affiliates is a party, including terminate this Agreement and any other contract, agreement, arrangement or understanding with Supplier and/or its Affiliates, (ii) infringe on any trademark, service ▇▇▇▇, copyright, patent, trade secret or other intellectual property rights of any Person, or (iii) violate any Applicable Law. Buyer shall indemnify and hold Supplier and its Affiliates harmless (including pursuant to Section 5.2.5 below with respect to reasonable attorneys’ fees and disbursementsthe Affected Material or to elect to have some or all of the Affected Materials supplied by a third party supplier pursuant to Section 4 below. (2) from any breach The termination of this representation Agreement by Mentor pursuant to this Section 2.3.1 shall be without prejudice to any other rights and warrantyremedies Mentor may have by reason of the breach by Supplier of its obligations under this Agreement. B. For any changes to the specifications for any Materials requested by Mentor which are not required to comply with Applicable Requirements, including without limitation, applicable QSRs, Mentor shall deliver to Supplier written notice of such desired changes, and Supplier shall use its commercially reasonable efforts to implement such changes requested by Mentor. The parties hereto agree to work together in good faith to implement any such changes to the specifications. Supplier shall charge for such work at rates equal to its established hourly rates for the research, technical and engineering personnel actually performing such work, and Mentor shall reimburse the charges therefor promptly upon receipt of an itemized invoice therefor. Notwithstanding any other provision hereof to the contrary, Supplier shall be entitled to increase the prices for the Improved Materials containing such changed specifications by the amount of any increase in Supplier's costs of materials and other direct manufacturing costs.

Product Specifications. (a) Supplier 2.3.1 A change in the Product Specifications shall manufacture all Products according to the Specifications in effect as of the date of this Agreement, with such changes or additions to the Specifications of the Products related thereto as shall only be requested by Buyer made in accordance with this Section or as 2.3.1 unless otherwise agreed in writing required by Applicable Law: 2.3.1.1 In the Partiesevent Endo desires any change to the Product Specification, Endo shall deliver a written request (a “Request for Specification Change”) to Zogenix specifying such requested change. All other Products shall be manufactured with such Specifications as the Parties shall agree in writing. (b) Buyer may request changed or additional Specifications for any Product by delivering written notice thereof to Supplier not less than one hundred twenty (120) days in advance of the first Firm Order for such Product to be supplied with such changed or additional Specifications. Notwithstanding the foregoing, if additional advance time would reasonably be required in order to implement the manufacturing processes for production of a Product with any changed or additional SpecificationsZogenix shall, and to commence manufacture and delivery thereof, Supplier shall so notify Buyer, and Supplier shall not be required to commence delivery of such Product until the passage of such additional time. (c) Supplier shall be required to accommodate any change of, or additions cause its Contract Manufacturers to, evaluate such Request for Specification Change promptly after Zogenix's receipt thereof. Zogenix shall have the Specifications obligation to accept and implement any Request for any ProductSpecification Change unless in its or its Contract Manufacturer's reasonable judgment, if and only if after reasonable consultation with Endo, Zogenix or its Contract Manufacturer determines that such Request for Specification Change is (i) in Supplier’s good faith judgment, such changed or additional Specifications would not require Supplier to violate good manufacturing practicetechnically feasible, (ii) materially inconsistent ***Certain information on this page has been omitted and filed separately with the representation and warranty of Buyer deemed made pursuant Commission. Confidential treatment has been requested with respect to Subsection (e) below is true and correctthe omitted portions. with the Marketing Authorization, and (iii) Buyer agrees a change that would bring the Product outside the scope of the license granted to Endo under the License Agreement, or (iv) reasonably likely to have a material and adverse impact on the manufacture of other products incorporating Zogenix Technology. If the Product Specifications are changed based on Endo's Request for Specification Change, Endo shall, in reasonable consultation with Zogenix, determine the date upon which each applicable Contract Manufacturer will begin to Manufacture the Product under the new Product Specifications, taking into account technical and other applicable factors. If any such proposed change to the Product Specification requires additional capital expenditure or other expenditures by Zogenix and/or its Contract Manufacturers, Zogenix shall notify Endo in writing of the applicable additional capital expenditures, and the Request for Specification Change shall not be deemed accepted until Endo has consented in writing to reimburse Supplier Zogenix for the incremental costs and expenses incurred by Supplier same in accommodating accordance with Section 5.6. Prior to shipment of any Product Manufactured under the changed or additional new Product Specifications, including the costs of acquiring any new machinery and tooling. For the avoidance of doubt, such costs and expenses Endo shall be payable obligated to purchase any inventory of in-process and Finished Goods Product Manufactured under the unmodified Product Specifications held by Buyer separately Zogenix or its Contract Manufacturers (to the extent Zogenix is so obligated to purchase it from the cost such Contract Manufacturers) on behalf of Products at such time or times as Supplier shall request. (d) Supplier shall notify Buyer in writing within thirty (30) days of its receipt of any request for changed or additional Specifications (i) whether Supplier will honor such changed or additional Specifications, (ii) if Supplier declines to honor such changed or additional Specifications, the basis therefor and (iii) if applicable, the estimated costs and expenses that Buyer will be required to reimburse Supplier in respect of the requested changes or additions, as provided in Subsection (c) above. Buyer shall notify Supplier in writing within fifteen (15) days after receiving notice of any required reimbursement whether Buyer agrees to assume such reimbursement obligation. (e) By its request for any changed or additional Specifications for any Product, Buyer shall be deemed to represent and warrant to Supplier that the manufacture and sale of the Product incorporating Buyer’s changed or additional Specifications, Endo as a result of Endo’s Master Production Plan which in-process and Finished Goods Product has been rendered obsolete by such incorporationnew Product Specifications. 2.3.1.2 In the event that Zogenix desires any change to the Product Specification that is not required by Applicable Law or Governmental Authority, will not and could not reasonably be expected Zogenix, after consultation with its Contract Manufacturers to determine feasibility of such change, shall deliver a written request (ia “Request for Specification Change”) violate to Endo specifying such requested change. Endo shall evaluate such Request for Specification Change promptly after Zogenix's receipt thereof. Endo may accept or conflict with deny any contractRequest for Specification Change of Zogenix in its sole discretion, agreement, arrangement or understanding to which Buyer and/or any of its Affiliates is a party, including this Agreement and any other contract, agreement, arrangement or understanding with Supplier and/or its Affiliates, (ii) infringe on any trademark, service ▇▇▇▇, copyright, patent, trade secret or other intellectual property rights of any Person, or (iii) violate any Applicable Law. Buyer shall indemnify and hold Supplier and its Affiliates harmless (including with respect to any allocation of Costs therefor, which shall be agreed between the Parties prior to any such acceptance. If Endo agrees to Zogenix's Request for Specifications Change and the Product Specifications are changed based on it, Endo shall, in reasonable attorneys’ fees consultation with Zogenix, determine the date upon which each applicable Contract Manufacturer will begin to Manufacture the Product under the new Product Specifications, taking into account technical and disbursements) from any breach of this representation and warrantyother applicable factors.

Product Specifications. (a) Supplier Manufacturer shall manufacture all Products according to the Specifications in effect as of the date of this Agreement, with such changes or additions to the Specifications of the Products related thereto as shall be requested by Buyer in accordance with this Section or as otherwise agreed in writing by the Parties, so long as and only to the extent that if such requested change or addition requires a change or addition in the Specifications applicable to the foil resistor chips to be supplied by VAT under the Supply Agreement, VAT can supply the foil resistor chips with such change or addition or Buyer is able to identify an appropriate alternative source of foil resistor chips in the event that VAT is unable to provide such chips. All other Products shall be manufactured with such Specifications as the Parties shall agree in writing. (b) Buyer may request changed or additional Specifications for any Product by delivering written notice thereof to Supplier Manufacturer not less than one hundred twenty (120) days in advance of the first Firm Order for such Product to be supplied with such changed or additional Specifications. Notwithstanding the foregoing, if additional advance time would reasonably be required in order to implement the manufacturing processes for production of a Product with any changed or additional Specifications, and to commence manufacture and delivery thereof, Supplier Manufacturer shall so notify Buyer, and Supplier Manufacturer shall not be required to commence delivery of such Product until the passage of such additional time. (c) Supplier Manufacturer shall be required to accommodate any change of, or additions to, the Specifications for any Product, if and only if (i) in SupplierManufacturer’s good faith judgment, such changed or additional Specifications would not require Supplier Manufacturer to violate good manufacturing practice, (ii) the representation and warranty of Buyer deemed made pursuant to Subsection (e) below is true and correct, and (iii) Buyer agrees to reimburse Supplier Manufacturer for the incremental costs and expenses incurred by Supplier Manufacturer in accommodating the changed or additional Specifications, including the costs of acquiring any new machinery and tooling, and (iv) to the extent applicable, a corresponding change of, or addition to, the Specifications applicable to the materials supplied to the Manufacturer under the Supply Agreement has been made. For the avoidance of doubt, such costs and expenses shall be payable by Buyer separately from the cost of Products at such time or times as Supplier Manufacturer shall request. (d) Supplier Manufacturer shall notify Buyer in writing within thirty (30) days of its receipt of any request for changed or additional Specifications (i) whether Supplier Manufacturer will honor such changed or additional Specifications, (ii) if Supplier Manufacturer declines to honor such changed or additional Specifications, the basis therefor and (iii) if applicable, the estimated costs and expenses that Buyer will be required to reimburse Supplier Manufacturer in respect of the requested changes or additions, as provided in Subsection (c) above. Buyer shall notify Supplier Manufacturer in writing within fifteen (15) days after receiving notice of any required reimbursement whether Buyer agrees to assume such reimbursement obligation. (e) By its request for any changed or additional Specifications for any Product, Buyer shall be deemed to represent and warrant to Supplier Manufacturer that the manufacture and sale of the Product incorporating Buyer’s changed or additional Specifications, as a result of such incorporation, will not and could not reasonably be expected to (i) violate or conflict with any contract, agreement, arrangement or understanding to which Buyer and/or any of its Affiliates is a party, including this Agreement and any other contract, agreement, arrangement or understanding with Supplier Manufacturer and/or its Affiliates, (ii) infringe on any trademark, service ▇▇▇▇, copyright, patent, trade secret or other intellectual property rights of any Person, or (iii) violate any Applicable Law. Buyer shall indemnify and hold Supplier Manufacturer and its Affiliates harmless (including with respect to reasonable attorneys’ fees and disbursements) from any breach of this representation and warranty.