Common use of Quantitative Defect Clause in Contracts

Quantitative Defect. If OptiNose believes that a shipment of DSAs hereunder has a Quantitative Defect, OptiNose shall notify VTM within the applicable period. If VTM agrees with such Quantitative Defect, VTM will promptly, and in no event more than [***] days, ship sufficient DSAs at OptiNose’s direction to remedy such Quantitative Defect. If VTM does not agree with OptiNose’s determination that such shipment has a Quantitative Defect, then after [***] to resolve the disagreement, and subject to, and without waiver or limitation of OptiNose’s and/or VTM’s rights and remedies hereunder, at law and/or in equity, VTM may require a mutually agreed upon independent third party to determine whether the shipment had a Quantitative Defect. The independent party’s results shall be final and binding for purposes of determining whether VTM is obligated to ship additional DSAs, and the costs of such independent third party shall be borne by [***]. If such results indicate that the shipment had a Quantitative Defect, OptiNose shall be entitled to [***].

Quantitative Defect. If OptiNose believes that a shipment of DSAs hereunder has a Quantitative Defect, OptiNose shall notify VTM within the applicable period. If VTM agrees with such Quantitative Defect, VTM will promptly, and in no event more than [***] days, ship sufficient DSAs at OptiNose’s direction to remedy such Quantitative Defect. If VTM does not agree with OptiNose’s determination that such shipment has a Quantitative Defect, then after [***] to resolve the disagreement, and subject to, and without waiver or limitation of OptiNose’s and/or VTM’s rights and 16 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. remedies hereunder, at law and/or in equity, VTM may require a mutually agreed upon independent third party to determine whether the shipment had a Quantitative Defect. The independent party’s results shall be final and binding for purposes of determining whether VTM is obligated to ship additional DSAs, and the costs of such independent third party shall be borne by [***]. If such results indicate that the shipment had a Quantitative Defect, OptiNose shall be entitled to [***].