1.

Laprophan shall use commercially reasonable efforts, and bear all related costs, to import, self, distribute,
market (if applicable) and promote (if applicable) the Product(s) in the Territory.

2. Laprophan shall be responsible, at its sole cost, for providing Pharma& with sales and inventory
information, pursuant to Schedule E ("Reporting Requirements").

3. Laprophan shall not actively facilitate a Third-Party, either directly or indirectly, in any marketing, sale,
distribution or export of Product(s) outside of the Territory. Laprophan will notify Pha rma& after it
becomes aware of any such activities.

ARTICLE 7: QUALITY AND QUANTITY; AND CLAIMS

1. Ali Product supplied by Pharma& shall meet the Product Specifications, and sh;ill be manufactured,
packaged, tested, and stored in accordance with cGMP manufacturing and record keeping procedures. The
Parties will enter into a separate agreement that details the quality assurance ob ligations of each Party with
respect to the manufacture and supply of th e Product(s) under this Agreement (the "Quality Agreement")
within sixty {60) days of the execution of this Agreement. Each Party shall perform its obligat ions under the
Quality Agreement in accordance with the terms and conditions thereof. Upon execution, the Quality
Agreement shall become part of this Agreement and the Parties will comply with the obligations contained
therein. ln the event of a conflict between the terms of the Quality Agreement and the terms of t his
Agreement, the provisions of the Quality Agreement shall govern with respect to quality matters.

2. Laprophan shall visually inspect the Product(s) for quantity and assortment to establish whether the
delivered order complies with the quantity and assortment specified in the Order Confirmation. If a
discrepancy is found in the quantity and/or the assortment, then Pharma& shall remedy the discrepancy as
quickly as possible. Ali discrepancies in quantity and assortment must be identified at the Delivery Point or
Laprophan shall be deemed to have accepted such quantities and assortment of Product(s).

3. Laprophan shall inform Pharma& in writing within thirty (30) days after the Delivery Date of any Defect in
the Product(s) supplied by Pharma& which becomes known to Laprophan ("Defective Product Notice")_ A
" Defect" is Product that does not comply with the then-current Specifications. Such Defective Product
Notice shall state the specific basis on which Laprophan has identified t he Product(s) as Defective. If, as to a
particular delivery of Product(s). Laprophan does not provide Pharma& with a Defective Product Notice
within such 30-day period, Laprophan will be deemed to have accepted such Product(s), subject to the
detection of any latent defects as described in Paragraph 4 of this Article below.

4. If, after Laprophan' s initial acceptance or deemed acceptance of delivery, Laprophan determines that any
such ciuantity of Product(s) delivered hereunder is Defective. Pharma& will cooperate fully with any
subsequent investigation Laprophan may conduct and will engage in good fa ith discussions with Lapropha n
to determine the cause of the Defect. If the Defect is attributable to Pharma& and Laprophan notifies
Pharma& within fifteen (15) days after discovery of such defects, then Laprophan may revoke its
acceptance w ith respect to such quantity of Defective Product by providing written notice to Pharma& of
such revocation.

S. Laprophan will return any Defective Product received by Laprophan to Pharma& or, at Pharma&'s request,
will destroy any Defective Product and certify to Pharma& that such destruction is complete, in both cases
at Pharma&'s expense, so long as such Defective Product was properly rejected or for which acceptance has
been timely revoked pursuant to this Article. With respect to any Defective Product that has been properly
rejected or for which acceptance has been timely revoked pursuant to this Article, Laprophan will not be
required to pay for such Defective Product. If Laprophan has not already paid for any such Defective
Product, then Pharma& shall replace such Defective Product as quickly as possible and Laprophan will pay
Pharma& for such replacement Product(s) in accordance with the Order. If Laprophan has already paid for

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