Common use of Recalls or Other Corrective Action Clause in Contracts

Recalls or Other Corrective Action. Cygnus shall have sole responsibility and shall make all decisions in its sole discretion with respect to any recall, market withdrawals or any other corrective action related to the Product, including the right to cease all sales of Product in the Territory or the sales and marketing of the Product in the Territory. Cygnus shall promptly notify Sankyo of all recalls and all other decisions or notifications (including, without limitation, notifications to or from the FDA) relating to recalls, market withdrawals or other such corrective action relating to the Product. At Cygnus’ request, Sankyo shall use its commercially reasonable efforts to assist Cygnus in conducting such recall, market withdrawal or other corrective action, and any documented out-of-pocket costs incurred by Sankyo with respect to participating in such recall, market withdrawal or other corrective action shall be reimbursed by Cygnus. In the event that a Product recall, market withdrawal or corrective action results in the situation where there are no Net Sales of any Product due to Product recall, market withdrawal or corrective action, then the Term will be extended for twice the number of days such recall, market withdrawal or corrective action is in effect, however, the Advertising and Promotional Amount set forth in Section 4.1(l) shall be suspended during the time period where there are no Net Sales of any Product. In the event that there are no Net Sales of any Product for six (6) months, then Sankyo may terminate this Agreement pursuant to Section 11.3.

Recalls or Other Corrective Action. Cygnus shall have sole responsibility and shall make all decisions in its sole discretion with respect to any recall, market withdrawals or any other corrective action related to the Product, including the right to cease all sales of Product in the Territory or the sales and marketing of the Product in the Territory. Cygnus shall promptly notify Sankyo of all recalls and all other decisions or notifications (including, without limitation, notifications to or from the FDA) relating to recalls, market withdrawals or other such corrective action relating to the Product. At Cygnus’ request, Sankyo shall use its commercially reasonable efforts to assist Cygnus in conducting such recall, market withdrawal or other corrective action, and any documented out-of-pocket costs incurred by Sankyo with respect to participating in such recall, market withdrawal or other corrective action shall be reimbursed by Cygnus. In the event that a Product recall, market withdrawal or corrective action results in the situation where there are no Net Sales of any Product due to Product recall, market withdrawal or corrective action, then the Term will be extended for twice the number of days [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.] such recall, market withdrawal or corrective action is in effect, however, the Advertising and Promotional Amount set forth in Section 4.1(l) shall be suspended during the time period where there are no Net Sales of any Product. In the event that there are no Net Sales of any Product for six (6) months[CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.] , then Sankyo may terminate this Agreement pursuant to Section 11.3.