Product ACCEPTANCE Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User(s) shall have thirty (30) days from the date of delivery to accept hardware products and sixty (60) days from the date of delivery to accept all other Product. Abbott shall bear all expenses of any such recall, market withdrawal or corrective action (including, without limitation, expenses for notification, destruction and return of the affected Co-Promoted Product and any refund to customers of amounts paid for such Co-Promoted Product). In the event that Enanta disagrees with any such decision for reasons related to safety of a Co-Promoted Product, Enanta may elect to terminate its Co-Promotion of such Co-Promoted Product immediately by written notice to Abbott. In the event of a dispute about whether to recall a Co-Promoted Product or to conduct a market withdrawal or take other corrective action, the final decision on such matter shall be made by Abbott. Following such notification, Abbott shall decide and have control of whether to conduct a recall or market withdrawal (except in the event of a recall or market withdrawal mandated by a Regulatory Authority, in which case it shall be required) or to take other corrective action in any country and the manner in which any such recall, market withdrawal or corrective action shall be conducted, subject to the oversight of the JDCC and provided that Abbott shall keep Enanta regularly informed regarding such recall, market withdrawal or corrective action. Product Recalls In the event that any Regulatory Authority issues or requests a recall or takes similar action in connection with a Co-Promoted Product, or in the event a Party reasonably believes that an event, incident or circumstance has occurred that may result in the need for a recall, market withdrawal or other corrective action regarding a Co-Promoted Product, such Party shall promptly advise the other Party thereof by telephone or facsimile.
The Sellers have caused the Company to provide Buyer with true and complete copies of the Product Recipes prior to the date of this Agreement.
#INVENTORY WRITEDOWN SUPPLIER RESTRICTIONS FREE#
Each Company Product, including all Inventory, has been manufactured, packaged, labeled, marketed, sold and/or distributed in compliance in all material respects with all such applicable Product Recipes, and each such products (including all Inventory) designated gluten- free contains less than twenty (20) parts per million of gluten.
#INVENTORY WRITEDOWN SUPPLIER RESTRICTIONS CODE#
The Company has, and is the exclusive owner of, a written formula, recipe or code book specification (the “ Product Recipes”) for each Company Product. Except as set forth in Schedule 3.21, the Company is not under any Liability or obligation with respect to the return of Inventory in the possession of wholesalers, retailers or other customers. All Inventory has been produced, manufactured, packaged, labeled and marketed in compliance with the Company’s applicable quality control procedures and been produced in the Ordinary Course of Business. The value of Inventory as reflected in the Financial Statements and the Estimated Purchase Price Statement has been determined at the lower of cost or market (determined using the weighted average cost method). Inventory is not damaged or defective and is not subject to write-down or write-off, in an amount greater than the reserve for inventory write-down set forth on the Estimated Purchase Price Statement. Inventory Product Recipes. All inventory of the Company, including all raw materials, work-in- progress, finished goods and packaging materials (“Inventory”), has been maintained in the Ordinary Course of Business, and is of good, merchantable quality, quantity and condition, useable or saleable in the Ordinary Course of Business and retains sufficient shelf life as of the date hereof to allow it to be (a) in the case of raw materials and work-in-progress, manufactured into finished goods and those finished goods sold, (b) in the case of finished goods, sold, (c) in the case of packaging materials, used to sell finished goods, in each case, prior to its expiration date (or, in the case of packaging materials, the useful life thereof) in the Ordinary Course of Business as currently conducted and in compliance with customer requirements as applicable in the Ordinary Course of Business, in each case subject to the reserve for inventory write-off set forth in the Estimated Purchase Price Statement.
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