Common use of Recalls or Other Corrective Action Clause in Contracts

Recalls or Other Corrective Action. As among the parties, Santarus and VeroScience shall have responsibility for and shall mutually agree on all decisions with respect to any recall (including recall of packaging and Promotional Materials), market withdrawals or any other corrective action related to the Product in the Territory; provided, that either Santarus or VeroScience may initiate a recall due to bona fide safety or efficacy concerns. Santarus and VeroScience shall promptly consult with one another with respect to any such actions proposed to be taken in the Territory (and in all events prior to the taking of such actions, subject to applicable Legal Requirements), including all actions that are reasonably likely to result in a material adverse effect on the marketability of the Product in the Territory. Santarus and VeroScience (and through VeroScience, S2) shall equally share the reasonable, documented, direct, out-of-pocket costs incurred in connection with participating in such recall, market withdrawal or other corrective action. For clarity, the remedies under this Section 5.7 shall in no event limit the rights or remedies of the parties under this Agreement, including the right to seek damages and costs that may be available under this Agreement. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.