Undisputed Claims. NPI shall, if it agrees with JDS’s complaint, replace any such non-conforming Products with an equal quantity of Products complying with the Specifications at no cost to JDS and without undue delay subject to the provisions of Section 8.2 of this Agreement (force majeure). JDS shall dispose of any Products that are not in compliance with the Specifications at NPI cost, and in compliance with all applicable laws, except that JDS shall follow any reasonable instructions from NPI to return such Products to NPI, in which case, NPI shall provide JDS with a written certification that all Products returned to NPI were destroyed in accordance with applicable laws, rules, and regulations. NPI will reimburse JDS for the out-of-pocket costs of JDS for any Materials, including any active pharmaceutical ingredient, supplied by or paid for by JDS and contained in the non-conforming Products where the cause for the non-conforming product loss is within control of NPI. NPI shall not be responsible for active pharmaceutical ingredient, that is lost, spilled, scrapped or damaged in the ordinary course of business in an amount up to and including an agreed upon yield loss of the active pharmaceutical ingredient supplied by JDS or paid for by JDS. The ongoing yield loss percentage will be based on the first ten (10) production lots, and the percentage loss will be reached by mutual agreement between the Parties.
Appears in 2 contracts
Sources: Contract Manufacturing Agreement, Contract Manufacturing Agreement (Noven Pharmaceuticals Inc)