Common use of Adherence to Specifications Clause in Contracts

Adherence to Specifications. During the Term, Supplier shall Manufacture all Products supplied to Purchaser in accordance with the Specifications provided by Purchaser, Supplier’s standard operating procedures, quality requirements and industry standards. (a) In the event Purchaser desires to make changes that are required by any Applicable Regulatory Agency and that affect or impact Manufacturing, testing or the supply of Product, Purchaser shall provide written notice thereof to and consult with Supplier prior to finalizing any such changes, and Supplier shall implement such changes as promptly as practicable, and in any event within any applicable timeframes specified by the Applicable Regulatory Agency, provided Purchaser provides sufficient and timely notice. Purchaser shall be responsible for any costs incurred in order to implement any such changes to the Products or Raw Materials, and Supplier shall be responsible for any out of pocket costs incurred in order to implement any such changes to the Manufacturing process. (b) In the event Purchaser desires to amend or make any changes to the Products, the labels or any applicable regulatory filings, or to make any other changes that are not required by any Applicable Regulatory Agency and that affect or impact the Manufacturing of Product, Purchaser shall consult with Supplier prior to finalizing any such changes, and shall consider in good faith any suggestions proposed by Supplier with respect to such changes. Supplier shall use commercially reasonable efforts to minimize all Purchaser Reimbursable Change Costs. Purchaser shall pay to Supplier any out-of-pocket costs incurred in order to implement any changes made under this Section 3.3(b) to Manufacture the Products (“Purchaser Reimbursable Change Costs”); provided that Supplier has obtained Purchaser’s prior written consent prior to commencing implementation of any such change and incurring such Purchaser Reimbursable Change Costs.