Common use of Recall Costs Clause in Contracts

Recall Costs. Fujisawa shall be responsible for conducting any Recall of the Product in Field in the Territory and the cost and expense therefor shall be paid by Fujisawa, unless such Recall is due to: (i) any breach by Cardiome of its representations, warranties, covenants, obligations or agreements under this Agreement; or (ii) the negligence or willful misconduct of Cardiome or any of Cardiome’s Representatives under this Agreement, including violation of Applicable Laws in their performance under this Agreement or prior to the Development; in which case all such costs and expenses, to the extent same are reasonable, shall be borne and paid solely by Cardiome. In such event, Fujisawa shall recover any such costs and expenses paid by Fujisawa solely by deducting them from any royalty payments or any other amounts payable to Cardiome hereunder in accordance with Section 4.5.

Recall Costs. Fujisawa shall be responsible for conducting any Recall of the Product in Field in the Territory and the cost and expense therefor shall be paid by Fujisawa, unless such Recall is due to: (i) any breach by Cardiome of its representations, warranties, covenants, obligations or agreements under this Agreement; or (ii) the negligence or willful misconduct of Cardiome or any of Cardiome’s 's Representatives under this Agreement, including violation of Applicable Laws in their performance under this Agreement or prior to the Development; in which case all such costs and expenses, to the extent same are reasonable, shall be borne and paid solely by Cardiome. In such event, Fujisawa shall recover any such costs and expenses paid by Fujisawa solely by deducting them from any royalty payments or any other amounts payable to Cardiome hereunder in accordance with Section 4.5.