Common use of Testing; Rejection Clause in Contracts

Testing; Rejection. No later than [***] after Client’s or its designee’s receipt of the Batch (“Review Period”), Client shall notify Catalent whether the Batch conforms to the Specifications. Upon receipt of notice from Client that a Batch meets the Specifications, or upon failure of Client to respond by the end of the Review Period, subject to Section 5.7 (Latent Defects), the Batch shall be deemed accepted by Client and Client shall have no right to reject such Batch. If Client timely notifies Catalent in writing (an “Exception Notice”) that a Batch does not conform to the Specifications or otherwise does not meet the warranty set forth in Section 12.1(A) (“Defective Product”), and provides a sample of the alleged Defective Product, then Catalent shall in good faith conduct an appropriate investigation to determine whether the Product is Defective Product and to determine the cause of any nonconformity. If, upon its good faith efforts, Catalent agrees that Product is Defective Product and determines that the cause of nonconformity is attributable to Catalent’s negligence or willful misconduct (“Catalent Defective Processing”), then Section 5.4 shall apply. If, upon its good faith efforts, Catalent agrees that Product is Defective Product and determines that the cause of nonconformity is shared between the parties or cannot be determined or assigned (“Shared/Unassigned Defect”), then Section 5.5 shall apply.

Testing; Rejection. No later than […***…] days after Client’s or its designee’s receipt of the Batch and all relevant Batch documentation as required under Section 5.1 (“Review Period”), Client or its designee shall notify Catalent whether the Batch conforms to the Specifications. Upon receipt of notice from Client that a Batch meets the Specifications, or upon failure of Client to respond by the end of the Review Period, subject to Section 5.7 (Latent Defects), the Batch shall be deemed accepted by Client and Client shall have no right to reject such Batch. If Client or its designee timely notifies Catalent in writing (an “Exception Notice”) that a Batch does not conform to the Specifications or otherwise does not meet the warranty set forth in Section 12.1(A) 12.1 (“Defective Product”), and provides a sample of the alleged Defective Product, then Catalent shall in good faith conduct an appropriate investigation to determine whether the or not it agrees with Client that Product is Defective Product and to determine the cause of any nonconformity. If, upon its good faith efforts, Catalent agrees that If the Product is determined by Catalent or pursuant to Section 5.3 below to be Defective Product and determines that the cause of nonconformity is attributable to Catalent’s negligence or willful misconduct […***…] (“Catalent Defective Processing”), then Section 5.4 shall apply. IfFor avoidance of doubt, upon its good faith efforts, Catalent agrees that Product is Defective Product and determines that where the cause of nonconformity is shared between the parties or cannot be determined or assigned (“Shared/Unassigned Defect”)assigned, then Section 5.5 it shall applybe deemed not Catalent Defective Processing.

Testing; Rejection. No later than [***] after Client’s or its designee’s redacted]after receipt of the Batch (“"Review Period”"), Client or its designee shall notify Catalent whether the Batch conforms to the Specifications. Upon receipt of notice from Client that a Batch meets the Specifications, or upon failure of Client to respond by the end of the Review Period, subject to Section 5.7 (Latent Defects), the Batch shall be deemed accepted by Client and Client shall have no right to reject such Batch. If Client or its designee timely notifies Catalent in writing (an “"Exception Notice”") that a Batch does not conform to the Specifications or otherwise does not meet the warranty set forth in Section 12.1(A) 12.1 (“"Defective Product”"), and provides a sample of the alleged Defective Product, then Catalent shall in good faith conduct an appropriate investigation in its discretion to determine whether the or not it agrees with Client that Product is Defective Product and to determine the cause of any nonconformity. If, upon its good faith efforts, If Catalent agrees that Product is Defective Product and determines that the cause of nonconformity is attributable to Catalent’s 's negligence or willful misconduct (“"Catalent Defective Processing”"), then Section 5.4 shall apply. IfFor avoidance of doubt, upon its good faith efforts, Catalent agrees that Product is Defective Product and determines that where the cause of nonconformity is shared between the parties or cannot be determined or assigned (“Shared/Unassigned Defect”)assigned, then Section 5.5 it shall applybe deemed not Catalent Defective Processing.

Testing; Rejection. No later than Following Client’s receipt of a shipment of a Batch, Client or Client’s designee may test samples of such Batch to confirm that the Specifications have been met. Unless within [***] after Client’s or its designee’s receipt of a Batch and all documents listed in the Batch Specifications (“Review Period”), Client shall notify or its designee notifies Catalent whether in writing (an “Exception Notice”) that such Batch does not meet the Batch conforms to the Specifications. Upon receipt of notice from Client that warranty set forth in Section 12.1 (“Defective Product”), and provides a Batch meets the Specifications, or upon failure of Client to respond by the end sample of the Review Period, subject to Section 5.7 (Latent Defects)alleged Defective Product, the Batch shall be deemed accepted by Client and Client shall have no right to reject such Batch. If Client timely notifies Catalent in writing (an “Exception Notice”) that a Batch does not conform to the Specifications or otherwise does not meet the warranty , except as set forth in Section 12.1(A) (“Defective Product”)5.6. Upon timely receipt of an Exception Notice from Client, and provides a sample of the alleged Defective Product, then Catalent shall in good faith conduct an appropriate investigation in its discretion to determine whether the or not it agrees with Client that Product is Defective Product and to determine the cause of any nonconformity. If, upon its good faith efforts, If Catalent agrees (or if the independent party determines pursuant to Section 5.3) that Product is Defective Product and determines that the cause of nonconformity [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. is attributable to Catalent’s negligence or willful misconduct (“Catalent Defective Processing”), then Section 5.4 shall apply. If, upon its good faith efforts, Catalent agrees that Product is Defective Product and determines that the cause of nonconformity is shared between the parties or cannot be determined or assigned (“Shared/Unassigned Defect”), then Section 5.5 shall apply.

Testing; Rejection. No later than […***…] after Client’s or its designee’s receipt of the Batch and all relevant Batch documentation as required under Section 5.1 (“Review Period”), Client or its designee shall notify Catalent whether the Batch conforms to the Specifications. Upon receipt of notice from Client that a Batch meets the Specifications, or upon failure of Client to respond by the end of the Review Period, subject to Section 5.7 (Latent Defects), the Batch shall be deemed accepted by Client and Client shall have no right to reject such Batch. If Client or its designee timely notifies Catalent in writing (an “Exception Notice”) that a Batch does not conform to the Specifications or otherwise does not meet the warranty set forth in Section 12.1(A) 12.1 (“Defective Product”), and provides a sample of the alleged Defective Product, then Catalent shall in good faith conduct an appropriate investigation to determine whether the or not it agrees with Client that Product is Defective Product and to determine the cause of any nonconformity. If, upon its good faith efforts, Catalent agrees that If the Product is determined by Catalent or pursuant to Section 5.3 below to be Defective Product and determines that the cause of nonconformity is attributable to Catalent’s negligence or willful misconduct […***…] (“Catalent Defective Processing”), then Section 5.4 shall apply. IfFor avoidance of doubt, upon its good faith efforts, Catalent agrees that Product is Defective Product and determines that where the cause of nonconformity is shared between the parties or cannot be determined or assigned (“Shared/Unassigned Defect”)assigned, then Section 5.5 it shall applybe deemed not Catalent Defective Processing.