Promptly following Release of Batches, Customer shall inspect such Batches and shall have the right to test such Batches to determine compliance with the Specifications. Customer shall notify Lonza in writing of any rejection of a Batch based on any claim that it fails to meet Specifications within ​ of Release, after which time all unrejected Batches shall be deemed accepted. Customer shall inform Lonza in writing in case of concealed or latent defects (i.e. not discovered by routine quality control means), promptly upon discovery of such defects but no later than ​ after initial discovery of the defect and in no event after ​ from Release of the Batch.

Acceptance; Rejection. A holder of Notes may accept or reject the offer to prepay made pursuant to this [Section 8.9] by causing a notice of such acceptance or rejection to be delivered to ​ at least 5 Business Days prior to the Proposed Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this [Section 8.9] shall be deemed to constitute a rejection of such offer by such holder.

AYTU shall notify TRIS in writing of its rejection of any Product supplied to it pursuant to this Agreement (“Rejection Notice”) as follows: # in the case of defects that are readily discoverable upon a physical inspection of a Product shipment, AYTU shall deliver a Rejection Notice within thirty (30) calendar days after AYTU or its designated facility has received such Product shipment, or # in the case of a latent defect or any defect that was not obvious and could not be readily discovered from a physical inspection of the Product supplied, AYTU shall deliver a Rejection Notice within ten (10) calendar days of the date that AYTU discovers such defect, but in any event prior to the expiration date of the shelf life of such Product. Failure to provide a Rejection Notice to TRIS within the applicable period shall constitute acceptance by AYTU of the shipment for purposes of [clause [(i) or (ii) above]e]], as applicable. Rejection Notices that are provided by AYTU shall state in reasonable detail (sufficient to enable TRIS to identify the nature of the problem for tests or studies to be conducted by or on its behalf or to dispute the same) the reason why AYTU believes the Product does not conform to the Product Specifications and/or the Product warranties contained in [Section 8.1]. AYTU shall, within five (5) Business Days of the delivery by AYTU of any such Rejection Notice, provide samples of the Product being rejected, if appropriate, and copies of written reports relating to tests, studies or investigations performed to date by or on behalf of AYTU on the Product being rejected.

Purchaser reserves the right to reject or revoke acceptance of any shipment of Product as a result of any defect or nonconformity thereof. If any Product is rejected or its acceptance is revoked, Purchaser shall notify Seller of such rejection or revocation of acceptance within 30 days of receipt of such Product, specifying with particularity the grounds for its rejection or revocation of acceptance.

REJECTION. If any of the goods and/or services furnished pursuant to this Order are found within a reasonable time after delivery to be defective or otherwise not in conformity with the requirements of Ibis Order, including any applicable drawings and specifications, whether such defect or non-conformity relates to scope provided by Seller or a direct or indirect supplier to Seller, then Buyer, in addition to any other rights, remedies and choices it may have by law, contract or at equity, and in addition to seeking recovery of any and all damages and costs emanating therefrom, at its option and sole discretion and at Seller’s expense may: # require Seller lo immediately re-perform any defective portion of the services and/or require Seller to immediately repair or replace non-conforming goods will) goods that conform to all requirements of this Order; # lake such actions as may be required to cure all defects and/or bring the goods and/or services into conformity with all requirements of this Order, in which event, all related costs and expenses (including, but not limited to, material, labor and handling costs and any required re-performance of value added machining or other service) and other reasonable charges shall be for Seller’s account; # withhold total or partial payment; # reject and return all or any portion of such goods and/or services; and/or # rescind this Order without liability. For any repairs or replacements, Seller, at its sole cost and expense, shall perform any tests requested by Buyer to verify conformance to this Order.

Review of Batch Documentation; Acceptance. Graphite will review the Batch Documentation for each Batch of Product and may test samples of the Batch of Product against the Specifications. Graphite will notify WuXi ATU in writing of its acceptance or rejection of such Batch in accordance with the procedure and timelines set forth in the Quality Agreement. In the absence of such written notice, the Batch shall be deemed to have been accepted by Graphite. ​.

Seller shall immediately replace any such Product or immediately refund the price therefor, at Purchaser’s option. If Seller is unable to replace any such Product within 90 days of Purchaser’s rejection or revocation of acceptance for any reason other than volitional declination to do so, then the obligations to sell and purchase in respect of such Product shall cease and be of no further effect or force.

ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

Acceptance. Participant hereby acknowledges that he has read and understands the terms and provisions of this Agreement, and accepts the Award subject to all the terms and conditions of the Plan and this Agreement. Participant has had an opportunity to obtain the advice of legal counsel prior to executing this Agreement. Participant acknowledges that there may be adverse tax consequences upon exercise of this Award and disposition of the Shares, and that Participant should consult a tax advisor prior to such exercise or disposition. Participant attests that he is relying solely on such advisors and not on any statements or representations of the Plan Administrator, the Company, or any Affiliate, or any agents thereof. Further, Participant hereby acknowledges and understands that he (and not the Company) shall be solely responsible for his tax liability that may arise as a result of receiving this Award Agreement.

Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Award. The Grantee has read and understands the terms and provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Award. The Grantee acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such grant, vesting or disposition.