Quality Agreement. Prior to providing any Services that require compliance with cGMPs, the Parties shall enter into a Quality Agreement. To the extent applicable, in the event of any contradiction or inconsistency between # the Quality Agreement, and # this Agreement or a Work Order, with respect to quality-related activities, including compliance with cGMP, the provisions in the Quality Agreement, as the case may be, shall govern and prevail unless this Agreement or the Work Order evidences a clear intention to override a specific provision in the Quality Agreement by making specific reference to the provision of the Quality Agreement that is being overridden by this Agreement or the Work Order, in which case the terms and conditions of this Agreement or the Work Order shall prevail over the specific provision of the Quality Agreement so referred to.

Quality Agreement. Prior to the Launch Date of the first Product to be Launched, the Parties will negotiate in good faith and enter into a separate quality agreement between the Parties with respect to Products (such agreement, as amended by the Parties from time to time, a “Quality Agreement”). The Quality Agreement shall include terms and conditions as are reasonably customary for agreements of that type taking into account each Party’s obligations under this Agreement and the requirements of Applicable Law. If there is any conflict, inconsistency or ambiguity between the provisions of the Quality Agreement and the provisions of this Agreement, then the provisions of this Agreement will govern.

Quality. All Fuel Delivered hereunder shall comply with the terms of this Contract.

Quality. When requested by Buyer, Seller shall promptly submit real lime production and process measurement and control data (the “Quality Data”) in the form and manner requested by Buyer. Seller shall provide and maintain an inspection, testing and process control system (“Seller’s Quality System”) covering the goods and services provided hereunder that is acceptable to Buyer and its customer and complies with Buyer’s quality policy and/or other quality requirements that are set forth on the face of this Order or are otherwise agreed to in writing by the parties (“Quality Requirements”). Acceptance of Seller’s Quality System by Buyer shall not alter the obligations and liability of Seller under this Order. If Seller’s Quality System fails to comply with the terms of this Order, Buyer may require additional quality assurance measures at Seller’s expense. Such measures may include, but are not limited to, Buyer requiring Seller lo install a Buyer-approved third party quality auditor(s)/inspector(s) at Seller’s facility(ies) lo address the deficiencies in Seller’s Quality System or other measures that may be specified in Buyer’s Quality Requirements or otherwise agreed upon by the parties in writing. Seller shall keep complete records relating to Seller’s Quality System and shall make such records available to Buyer and its customer for: # three (3) years after completion of this Order; # such period as set forth in the specifications applicable to this Order; or # such period as required by applicable law, whichever period is the longest.

Asset Quality. As of the last day of each calendar month, the Borrowers shall have Asset Quality of no more than 21%.

All use of the Licensed Protocol, the Kaufmann Name and the Kaufmann Intellectual Property by Commercializing Party and its Affiliates or sublicensees # must comply with Licensor’s reasonable and customary usage guidelines, if any, and quality standards communicated in writing to Commercializing Party, and # will be subject to Licensor’s review and approval.

Quality Controls. Before WuXi ATU performs any Services, WuXi ATU shall ensure it has appropriate quality controls and SOPs in order to ensure that the Services are performed in compliance with the Work Order, the Quality Agreement, and where appropriate, shall ensure it has appropriate standard operating procedures which are in compliance with all Applicable Laws.

Water Quality. The Tejon Water shall be untreated fresh water and will have the same quality as other water in the Wheeler Ridge water delivery system. Tejon has no control over water quality in the Wheeler Ridge water delivery system and makes no representations or warranties regarding the future quality of water in the Wheeler Ridge water delivery system or the water quality of water delivered to Pastoria.

Clinical Supply and Quality Agreement. Within ​ days of the Effective Date, the Parties shall enter into a clinical supply agreement setting forth any additional terms and conditions of such supply and quality with respect thereto, including a reasonable and customary quality assurance agreement that shall set forth the terms and conditions upon which UroGen will conduct its quality activities in connection with such supply. Such agreements shall be negotiated and agreed by the Parties in good faith.

Responsibility for quality assurance and quality control of Product shall be allocated between Customer and Lonza as set forth in the Quality Agreement and in Lonza standard operating procedures. If there is a conflict between the terms and conditions of this Agreement and the Quality Agreement, the terms and conditions of the Quality Agreement shall prevail with respect to quality matters and this Agreement shall prevail with respect to all other matters. If the Quality Agreement is not in place at the Effective Date, Lonza and Customer commit to enter into the Quality Agreement in a timely manner, but in no event later than the commencement of cGMP manufacturing.

Verifications; Confirmations; Credit Quality; Notifications. Bank may, from time to time, # verify and confirm directly with the respective Account Debtors the validity, amount and other matters relating to the Accounts, either in the name of the relevant Co-Borrower or Bank or such other name as Bank may choose, and notify any Account Debtor of Bank’s security interest in such Account and/or # conduct a credit check of any Account Debtor to approve any such Account Debtor’s credit. In addition, Bank may notify Account Debtors to make payments in respect of Accounts directly to Bank.

“Quality Agreement” means the quality agreement, attached hereto as Appendix B, setting out the responsibilities of the Parties in relation to quality as required for compliance with cGMP.

“Quality Agreement” means the quality agreement(s) executed by the Parties governing the Services.

WuXi ATU shall comply with those quality controls and SOPs in the performance of, Services, and WuXi ATU shall train those personnel associated with the Services and Work Orders to assure compliance with the quality controls and SOPs. Any discrepancies in complying with those quality controls or SOPs in the performance of cGMP related Services will be communicated to Graphite per the terms of the Quality Agreement.

“Quality Agreement” is defined in Section 8.3.

Procurement of Services. When providing cyber security related Services or any Services on critical digital assets (hardware, firmware, operating systems, or application software) at Owners’ facilities, such Services will be subject to the controls of the Service Provider’s Quality Assurance Program including the Quality Assurance Interface Agreement, including as follows (provided that in the event of a conflict, Owners’ Quality Assurance Program requirements will control):

Quality Black-list of Suppliers: suppliers of worst quality;

In an increasingly competitive environment, the cooperative partnership between the Supplier and the Customer provides an important foundation to guarantee the provision of high-quality and reliable products by the Supplier. Therefore, the Supplier and the Customer hereby enter into this Quality Assurance Agreement based on and as an ancillary agreement of the Supply Assurance Agreement.

Provisions regarding inspections by Regulatory Authorities and audits shall be set out in the Quality Agreement.