Common use of Product Returns Clause in Contracts

Product Returns. (a) The Seller and Buyer have negotiated regarding responsibility for returns received following the Closing with respect to Product sold by Seller prior to the Closing Date and Seller and Buyer have resolved all issues relating to responsibility for returns through an agreed-upon reduction in the Purchase Price (which adjustment has been taken into account in the Purchase Price contained herein). In exchange for such Purchase Price reduction, Buyer has agreed to accept all responsibility for the handling, processing and payment of all returns of Product received on or after the Closing Date, but excluding Product returns received by or on behalf of Seller before the Closing Date but not yet fully processed, irrespective of whether such Product was sold by Seller prior to the Closing or by Buyer after the Closing. Seller shall forward to Buyer any claims or notices it receives on or after the Closing Date from third parties regarding Product returns. As Seller and Buyer have each made their own estimates of the potential returns for Product sold prior to the Closing that will ultimately be returned after the Closing, Buyer shall not have any obligation to Seller if actual returns are less than the Purchase Price adjustment agreed upon by the parties and Seller shall not have any obligation to Buyer if actual returns are greater than the Purchase Price adjustment agreed upon by the parties. On the Closing Date, Buyer and Seller shall jointly instruct, in writing, (a) McKesson Corp. (“McKesson”) and Cardinal Health Inc. (“Cardinal”) and other customers identified by the Parties (collectively, the “Wholesalers”) to send all future Product returns to a third party designated by Buyer and (b) ICS to return to each Wholesaler all Product returns sent on or after the Closing Date by such Wholesaler. In the event any amounts relating to returns of Product made after the Closing are deducted from amounts due Seller from third parties within thirty (30) days of the Closing Date, Seller shall ▇▇▇▇ Buyer for such amounts, accompanied by an accounting, and the reimbursement from Buyer shall be due within ten (10) days of receipt of such ▇▇▇▇▇▇▇▇. On the Closing Date, Seller shall obtain from ICS and deliver to Buyer in Microsoft Excel format (i) a full lot expiration file relating to Product sold prior to the Closing Date and (ii) a full shipping history of Product sold prior to the Closing Date, including invoice date (i.e., shipping date), NDC Number, lot number, customer, quantity and price.

Product Returns. (a) The Seller Subject to Section 9.19, Purchaser shall be solely responsible for processing and Buyer have negotiated regarding responsibility for handling all Product returns received following the Closing with respect to Product sold by Seller prior to the Closing Date and Seller and Buyer have resolved all issues relating to responsibility for returns through an agreed-upon reduction in the Purchase Price (which adjustment has been taken into account in the Purchase Price contained herein)Effective Date. In exchange for such Purchase Price reduction, Buyer has agreed to accept all responsibility Purchaser will be responsible for the handling, processing and payment of credit liability associated with all returns of the Product received on or after from lots sold entirely by Purchaser, and Seller will be responsible for the Closing Date, but excluding credit liability for all returns of the Product returns received from lots sold entirely by or on behalf Seller. In the event any of Seller before the Closing Date but not yet fully processed, irrespective of whether such Fareston Product Inventory is from lots that include the Product that was sold by Seller prior to the Closing or by Buyer after the Closing. Effective Date (each referred to herein as a “Partial Lot”), Purchaser and Seller shall forward to Buyer any claims or notices it receives on or after the Closing Date from third parties regarding Product returns. As Seller and Buyer have will each made their own estimates be responsible for a pro rata portion of the potential credit liability associated with returns for of the Product included in such Partial Lot (regardless of who sold such Product), such pro rata portions calculated based on the portion of the lot sold by Seller prior to the Closing that will ultimately be returned after Effective Date and the Closingportion of the lot delivered to Purchaser. Purchaser may invoice the Seller for the reasonable actual out-of-pocket variable expenses incurred directly as a result of destroying the Product to the extent Seller has responsibility for the associated credit liability under this Section, Buyer shall not have any obligation including fees paid to Seller if actual returns are less than the Purchase Price adjustment agreed upon by the parties and Seller shall not have any obligation to Buyer if actual returns are greater than the Purchase Price adjustment agreed upon by the parties. On the Closing Date, Buyer and Seller shall jointly instruct, in writing, (a) McKesson Corp. (“McKesson”) and Cardinal Health Inc. (“Cardinal”) and other customers identified by the Parties (collectively, the “Wholesalers”) to send all future Product returns to a third party designated by Buyer and (b) ICS to return to each Wholesaler all Product returns sent on or after the Closing Date by such Wholesaler. In the event any amounts relating to returns of Product made after the Closing are deducted from amounts due Seller from third parties for receiving and processing such returned Product in accordance with applicable Legal Requirements. Seller will pay such invoice within thirty (30) days after the date of the Closing invoice. As Purchaser processes the returned Product from and after the Effective Date, it will issue a credit to the applicable Third Party in accordance with the returns policy of the Party responsible for the credit liability and, if the credit issued by Purchaser is for the account of Seller, Purchaser shall invoice Seller for the amount of such credit and provide proper and reasonable documentation describing the returned Product and the calculation of the invoiced amount, and Seller shall ▇▇▇▇ Buyer pay such invoice within thirty (30) days after the date of the invoice. Notwithstanding anything to the contrary contained in this Section 9.3, Seller’s liability for any Product returned shall not be adversely affected by any increase in the price of the Product put into effect subsequent to the Effective Date, and Seller’s liability for such amounts, accompanied by an accounting, and the reimbursement from Buyer Product returns shall be calculated at the lower of the actual purchase price, ninety-five percent (95%) of WAC or WAC, depending on which price is utilized by the Third Party in calculating the Product returns credit due within ten (10) days to its existing as of receipt the Effective Date. The Parties shall reconcile and true up their accounting under this provision at the end of each calendar quarter after the Effective Date until both Parties agree that such ▇▇▇▇▇▇▇▇. On the Closing Date, Seller shall obtain from ICS and deliver to Buyer in Microsoft Excel format (i) a full lot expiration file relating to Product sold prior to the Closing Date and (ii) a full shipping history of Product sold prior to the Closing Date, including invoice date (i.e., shipping date), NDC Number, lot number, customer, quantity and priceneed no longer exists.

Product Returns. (a) The Seller and Subject to the terms of the Transition Services Agreement, following the Closing, Buyer shall have negotiated regarding sole responsibility for returns received following the Closing with respect to Product sold by Seller prior to the Closing Date and Seller and Buyer have resolved all issues relating to responsibility for returns through an agreed-upon reduction in the Purchase Price (which adjustment has been taken into account in the Purchase Price contained herein). In exchange for such Purchase Price reduction, Buyer has agreed to accept all responsibility for the handlingaccepting, processing and payment of issuing credits for all returns of for Product received sold prior to, on or after the Closing Date. If Seller Parent receives returned Product on or after the Closing Date, but excluding Product returns received by or on behalf of Seller before the Closing Date but not yet fully processed, irrespective of whether Parent will ship such Product was sold to Buyer, and Buyer shall, within thirty (30) days after receipt of an invoice from Seller Parent reimburse Seller Parent for any costs and expenses incurred by Seller prior Parent or any of its Affiliates to the Closing or by Buyer after the Closing. Seller shall forward ship Product to Buyer any claims or notices it receives on or after in accordance with this sentence. Notwithstanding the Closing Date from third parties regarding Product returns. As Seller and Buyer have each made their own estimates of the potential foregoing, with respect to all returns for Product sold prior to the Closing that will ultimately be returned after the ClosingDate as determined by lot number or similar mechanism, Buyer shall not have any obligation to Seller if actual returns are less than the Purchase Price adjustment agreed upon by the parties and Seller shall not have any obligation to Buyer if actual returns are greater than the Purchase Price adjustment agreed upon by the parties. On the Closing DateParent shall, Buyer and Seller shall jointly instruct, in writing, (a) McKesson Corp. (“McKesson”) and Cardinal Health Inc. (“Cardinal”) and other customers identified by the Parties (collectively, the “Wholesalers”) to send all future Product returns to a third party designated by Buyer and (b) ICS to return to each Wholesaler all Product returns sent on or after the Closing Date by such Wholesaler. In the event any amounts relating to returns of Product made after the Closing are deducted from amounts due Seller from third parties within thirty (30) days after receipt of an invoice from Buyer, reimburse Buyer for its reasonable and documented out-of-pocket costs and expenses (other than Buyer’s reimbursement to Seller Parent for returned Product shipping expenses described above in this Section 9.5(c)) incurred by Buyer or its Affiliates with respect to processing such returns. Buyer and Seller Parent shall both be financially responsible for returns of Transition Lots, on a proportional basis equal to the proportion of Product in such Transition Lots sold on or prior to and after the Closing Date (for example, if 40% of the Closing Date, Seller shall ▇▇▇▇ Buyer for such amounts, accompanied by an accounting, and Products in the reimbursement from Buyer shall be due within ten (10) days of receipt of such ▇▇▇▇▇▇▇▇. On the Closing Date, Seller shall obtain from ICS and deliver to Buyer in Microsoft Excel format (i) a full lot expiration file relating to Product Transition Lots were sold prior to the Closing Date and (ii) a full shipping history of Product the remaining 60% were sold prior to at or after the Closing Date, including invoice date then Seller Parent shall be responsible for 40% of Buyer’s reasonable and documented out-of-pocket costs and expenses (i.e., other than Buyer’s reimbursement to Seller for returned Product shipping dateexpenses described above in this Section 9.5(c), NDC Number, lot number, customer, quantity ) associated with the returns of the Transition Lots and priceBuyer shall be responsible for the remainder of such costs and expenses).

Product Returns. (a) The During the Pre-Closing Period, the Seller shall use its commercially reasonable efforts to cause ICS to promptly and Buyer have negotiated regarding responsibility for diligently process all returns received following the Closing with respect to the Products. The Seller shall not issue any instructions, or allow to remain any previously issued instructions, to ICS to slow down or halt processing returns with respect to any of the Products, and the Purchaser shall not issue any instructions to ICS to expedite the processing of any returns with respect to any of the Products. The Seller shall instruct ICS to promptly issue credit memos to the Seller’s customers with respect to all returns of the Product sold by Seller processed prior to the Closing Date and Seller and Buyer have resolved all issues relating Closing, in a manner consistent with the Seller’s return policy as previously disclosed to responsibility for returns through an agreed-upon reduction in the Purchase Price Purchaser. (which adjustment has been taken into account in the Purchase Price contained herein). In exchange for such Purchase Price reduction, Buyer has agreed to accept all responsibility for the handling, processing and payment of all returns of Product received on or after the Closing Date, but excluding Product returns received by or on behalf of Seller before the Closing Date but not yet fully processed, irrespective of whether such Product was sold by Seller b) Two (2) Business Days prior to Closing, the Closing or by Buyer after the Closing. Seller shall forward to Buyer any claims or notices it receives on or after the Closing Date from third parties regarding Product returns. As Seller and Buyer have each made their own estimates of the potential returns for Product sold prior provide to the Closing Purchaser documentation that will ultimately be returned after the Closing, Buyer shall not have any obligation to Seller if actual returns are less than the Purchase Price adjustment agreed upon by the parties and Seller shall not have any obligation to Buyer if actual returns are greater than the Purchase Price adjustment agreed upon by the parties. On the Closing Date, Buyer and Seller shall jointly instruct, in writing, (a) McKesson Corp. (“McKesson”) and Cardinal Health Inc. (“Cardinal”) and other customers identified by reports the Parties (collectively, net balance for each wholesaler on the “Wholesalers”) to send all future Product returns to a third party designated by Buyer Seller’s accounts receivable aging and (b) any net negative wholesaler account balances. Prior to Closing, subject to Bankruptcy Court approval of such payments, the Seller shall (a) pay any net negative wholesaler account balances (“Wholesaler Credit Balance Payments”), based on such report and (b) provide evidence of such payments to Purchaser. (c) Promptly following the close of business on the Business Day prior to Closing, the Seller shall provide a report from ICS to return to each Wholesaler all Product returns sent on or after the Closing Date by such Wholesaler. In the event any amounts relating to returns of Product made after the Closing are deducted from amounts due Seller from third parties within thirty (30) days as of the close of business on the Business Day prior to Closing Datesummarizing verified but unprocessed returns (“Verified Returns”) of any Product. Prior to the Closing, Seller shall ▇▇▇▇ Buyer for such amounts, accompanied by an accountingapply the value of Verified Returns as a credit to customer accounts receivable balances, and the reimbursement from Buyer shall be due within ten (10) days of receipt of in cases where such ▇▇▇▇▇▇▇▇. On the Closing Dateapplications result in or add to an already-existing credit balance, Seller shall obtain from ICS and deliver to Buyer include such value(s) in Microsoft Excel format (i) a full lot expiration file relating to Product sold prior to the Closing Date and (ii) a full shipping history of Product sold prior to the Closing Date, including invoice date (i.e., shipping date), NDC Number, lot number, customer, quantity and pricecorresponding Wholesaler Credit Balance Payments.

Product Returns. (a) The Seller Sellers shall remain responsible in full for the 120 days following Closing (the "Returns Period"), and Buyer have negotiated regarding shall assume no financial, legal or other responsibility during the Returns Period for returns received following the Closing with respect to Product sold by Seller prior to the Closing Date and Seller and Buyer have resolved all issues relating to responsibility for returns through an agreed-upon reduction in the Purchase Price (which adjustment has been taken into account in the Purchase Price contained herein). In exchange for such Purchase Price reduction, Buyer has agreed to accept all responsibility for the handling, processing and payment of all returns of Product received on or after the Closing Date, but excluding Product returns received by or on behalf of Seller before the Closing Date but not yet fully processed, irrespective of whether such Product was sold by Seller prior to the Closing or by Buyer after the Closing. Seller shall forward to Buyer any claims or notices it receives on or after the Closing Date from third parties regarding Product returns. As Seller and Buyer have each made their own estimates of the potential returns for Product sold prior to the Closing that will ultimately be returned after the Closing, Buyer shall not have any obligation to Seller if actual returns are less than the Purchase Price adjustment agreed upon by the parties and Seller shall not have any obligation to Buyer if actual returns are greater than the Purchase Price adjustment agreed upon by the parties. On the Closing Date, Buyer and Seller shall jointly instruct, in writing, (a) McKesson Corp. (“McKesson”) and Cardinal Health Inc. (“Cardinal”) and other customers identified by the Parties (collectively, the “Wholesalers”) to send all future Product returns to a third party designated by Buyer and (b) ICS to return to each Wholesaler all Product returns sent on or after the Closing Date by such Wholesaler. In the event any amounts relating to returns of Product made after the Closing are deducted from amounts due Seller from third parties within thirty (30) days of the Closing Date, Seller shall ▇▇▇▇ Buyer for such amounts, accompanied by an accounting, and the reimbursement from Buyer shall be due within ten (10) days of receipt of such ▇▇▇▇▇▇▇▇. On the Closing Date, Seller shall obtain from ICS and deliver to Buyer in Microsoft Excel format (i) a full lot expiration file relating to Product any returns of products sold or manufactured by Sellers prior to the Closing Date and (ii) a full shipping history non- merchantability due to defective quality of Product sold products manufactured by Sellers prior to the Closing Date (including inventory held for inspection), unless the products so manufactured are returned or defective solely because of defects caused by Buyer's acts or omissions after the Closing Date, it being understood that Buyer shall have no obligation to inspect any products manufactured by Sellers prior to the Closing Date (such returns and defective products, including invoice date inventory held for inspection, hereinafter referred to as "Qualifying ---------- Returned Products"). During the Returns Period, Buyer shall promptly notify ----------------- Sellers of any proposed returns of which Buyer is aware prior to such return and of the relevant details, including, if known to Buyer, the price paid by the customer. During the Returns Period, Buyer shall deliver to Sellers within 15 days after the end of each two-week period beginning on the Closing Date a written report setting forth the details of all Qualifying Returned Products returned or identified during the calendar month. Sellers shall have the right, and may be accompanied by representatives of Buyer, to visit the customer to assist in resolving any returns of any Qualifying Returned Products. (i.e., shipping dateb) If a Qualifying Returned Product was included in the Inventory or other Acquired Assets paid for by Buyer at the Closing (a "Purchased Product"), NDC Number----------------- Buyer may (in addition to its other rights or remedies) accept for return or instruct the customer to dispose of any Purchased Products which are determined to be defective. Buyer will notify Sellers as to the relevant details, lot numberand Sellers will promptly (but in no event later than 10 Business Days thereafter) reimburse Buyer in an amount equal to (i) Sellers' standard cost for the Purchased Product, plus (ii) interest thereon from the Closing Date to the date of payment calculated at the Prime Rate, plus (iii) any freight charges, handling costs, travel and other out-of-pocket costs directly related to such Purchased Product that Buyer incurs or is required to reimburse to the customer. (c) If a Qualifying Returned Product was sold by Sellers prior to the Closing and the sales proceeds or account receivable with respect thereto is reflected as an Acquired Asset paid for by Buyer at the Closing (a "Receivable ---------- Product"), quantity Buyer may (in addition to its other rights or remedies) accept for ------- return or instruct the customer to dispose of any Purchased Products which are determined to be defective. Buyer will notify Sellers as to the relevant details, and priceSellers will promptly (but in no event later than 10 Business Days thereafter) reimburse Buyer in an amount equal to (i) the aggregate purchase price paid by the customer for the Receivable Product, plus (ii) interest thereon from the Closing Date to the date of payment calculated at the Prime Rate, plus (iii) any freight charges, handling costs, travel and other out-of- pocket costs directly related to such Purchased Product that Buyer incurs or is required to reimburse to the customer. (d) Notwithstanding the foregoing, Sellers shall have the right to inspect the Qualifying Returned Products and any documentation relating thereto within ten (10) Business Days of Buyer's notice to Sellers pursuant to Section 6.5(c) above.

Product Returns. (a) The Buyer shall inspect for any physical deformities and visual defects Products on receipt. The Buyer shall advise Seller and in writing in a timely manner (within 10 days of receipt) if it determines, acting reasonably, that any Products should be rejected for any reason due to being Defective (each a “Warranty Claim”). Buyer shall be deemed to have negotiated regarding responsibility for returns received following the Closing accepted any Product with respect to Product sold by Seller prior to the Closing Date and Seller and Buyer have resolved all issues relating to responsibility for returns through an agreed-upon reduction in the Purchase Price (which adjustment has been taken into account in the Purchase Price contained herein). In exchange for no Warranty Claim is made during such Purchase Price reduction, Buyer has agreed to accept all responsibility for the handling, processing and payment of all returns of Product received on or after the Closing Date, but excluding Product returns received by or on behalf of Seller before the Closing Date but not yet fully processed, irrespective of whether such Product was sold by Seller prior to the Closing or by Buyer after the Closingperiod. Seller shall forward be given a reasonable opportunity to Buyer investigate any claims or notices it receives on or after the Closing Date from third parties regarding Product returns. As Seller and Buyer have each Warranty Claim made their own estimates of the potential returns for Product sold prior to the Closing that will ultimately be returned after the Closing, Buyer shall not have any obligation to Seller if actual returns are less than the Purchase Price adjustment agreed upon by the parties and Seller shall not have any obligation to Buyer if actual returns are greater than the Purchase Price adjustment agreed upon by the parties. On the Closing Date, Buyer and Seller shall jointly instruct, in writing, (a) McKesson Corp. (“McKesson”) and Cardinal Health Inc. (“Cardinal”) and other customers identified by the Parties (collectively, the “Wholesalers”) to send all future Product returns to a third party designated by Buyer and (b) ICS to return to each Wholesaler all Product returns sent on or after the Closing Date by such Wholesaler. In the event any amounts relating to returns of Product made after the Closing are deducted from amounts due Seller from third parties within thirty (30) days of the Closing Date, Seller shall ▇▇▇▇ Buyer for such amounts, accompanied by an accounting, and the reimbursement from Buyer shall be due within ten (10) days of receipt of such ▇▇▇▇▇, and for such purpose Buyer shall set aside and hold any Product with respect to which a Warranty Claim is made. (b) In the event of any Warranty Claim, at Seller’s sole option Seller may arrange for the return of product of such alleged Defective Products to Seller’s location. Seller or Seller’s agent shall carry out a thorough and detailed inspection and testing and determine, acting reasonably, if the Buyer’s concerns are warranted. If Seller determines that the applicable Product does not conform to the specifications or grade described in this Agreement and are Defective, Seller shall, at its election, either (i) provide the Buyer a credit for the price previously paid by the Buyer to Seller for the Products, or (ii) provide replacement Products to the Buyer at Seller’s cost. Seller shall provide the Buyer the option of accepting re-delivery of the same Products (with payment of all associated costs at the Buyer’s expense) or refusing re-delivery – provided that in neither case shall the Buyer be relived of its payment obligation, in full, to Seller, including any freight costs. ▇▇▇. On ▇▇ acknowledges and agrees that the Closing Date, remedies set forth in this Section 7 are ▇▇▇▇▇’s exclusive remedies for the delivery of Defective Product. (c) The Buyer shall not return Products or seek reimbursement for Products from Seller shall obtain from ICS and deliver to Buyer in Microsoft Excel format (i) a full lot expiration file relating to Product sold prior to the Closing Date and (ii) a full shipping history of Product sold prior to the Closing Date, including invoice date (i.e., shipping date), NDC Number, lot number, customer, quantity and priceany circumstance or for any reason other than that they are Defective.

Product Returns. (a) The Seller and Buyer have negotiated regarding responsibility for returns received following For the period from the Closing through [***], Seller will, at its sole cost and expense, process and issue credits (or render payment in such other form as Seller may determine) for all returned Product bearing Seller's NDC numbers and evidenced by lot number as being sold by or on behalf of Seller. Such handling of returned Products by Seller, and the issuance of any credits or other form of reimbursement in connection therewith, shall be in accordance with Seller's then current returned goods policy. Buyer will process, and be solely responsible for reimbursements with respect to Product sold by Seller prior to the Closing Date returns arising with respect to, or resulting from, shipping errors, damage in transit and Seller and Buyer have resolved all issues shortages relating to responsibility for returns through an agreed-upon reduction in the Purchase Price (which adjustment has been taken into account in the Purchase Price contained herein). In exchange for such Purchase Price reduction, Buyer has agreed to accept all responsibility for the handling, processing and payment Buyer's sales of all returns of Product received on or Products after the Closing Dateand Product with Buyer's NDC number. (i) All Products returned to Buyer through [***], but excluding Product returns received bearing Seller's NDC numbers and evidenced by lot number as sold by or on behalf of Seller before shall be the Closing Date but not yet fully processedfinancial responsibility of Seller. (ii) Effective as of [***], irrespective Buyer shall be solely and exclusively responsible for processing any and all returned Products (including all returned Products bearing Seller's NDC's) and for the issuance of whether such Product was sold any and all credits or other reimbursement therefor. Any and all returned Products received by Seller prior to the Closing or on and after [***] will be destroyed by Buyer Seller, and Seller will, after the Closing. Seller shall such destruction, forward to Buyer any claims or notices it receives on or after necessary accompanying documentation to determine the Closing Date from third parties regarding Product returnsappropriate credit. As Seller and Buyer have each made their own estimates of the potential returns for Product sold prior to the Closing that will ultimately be returned after the Closing, Buyer shall not have any obligation to Seller if actual returns are less than the Purchase Price adjustment agreed upon by the parties and Seller shall not have any obligation to Buyer if actual returns are greater than the Purchase Price adjustment agreed upon by the parties. On the Closing DateExcept as otherwise provided herein, Buyer and Seller shall jointly instruct, will not bill one another for costs incurred strictly for the processing of c▇▇▇▇s for returned Products. Seller and Buyer will use reasonable efforts in writing, (a) McKesson Corp. (“McKesson”) and Cardinal Health Inc. (“Cardinal”) and other requesting that customers identified by the Parties (collectively, the “Wholesalers”) to send all future Product returns to a third party designated by Buyer and (b) ICS to return to each Wholesaler direct all Product returns sent on after [***] to Buyer. (iii) Buyer and Seller shall be responsible for handling the destruction of any Product returned to their respective returns handling facility. If Buyer or after Seller destroys Product for which the Closing Date by other was financially responsible as set forth in this Section, that party shall bill the other party for the cost of the destruction. Each such Wholesalerinv▇▇▇▇ shall set forth the number of units processed, together with such other information as shall be necessary to support the invoice. In the event any amounts relating to returns of Product made after the Closing are deducted from amounts due Seller from third parties Each party shall, within thirty (30) days of the Closing Date, Seller shall ▇▇▇▇ Buyer for such amounts, accompanied by an accounting, and the reimbursement from Buyer shall be due within ten (10) days of its receipt of such ▇▇▇▇▇▇▇▇. On invoice, pay the Closing Date, Seller shall obtain from ICS and deliver to Buyer in Microsoft Excel format (i) a other party for the full lot expiration file relating to Product sold prior to the Closing Date and (ii) a full shipping history of Product sold prior to the Closing Date, including invoice date (i.e., shipping date), NDC Number, lot number, customer, quantity and priceinvoiced amount.

Product Returns. (a) The Seller agrees to retain $60,000 of the purchase price it receives at Closing under this Agreement, create a product return escrow account (the "Escrow"), and keep that money in the Seller and segregated in that account for this purpose. The Escrow shall be used to reimburse the Buyer have negotiated regarding responsibility (i) for returns received following a period of 90 days from the date of Closing or (ii) for a period of time so long as the total reimbursement requests submitted by the Buyer to the Seller for a payment from the Escrow is less than or equal to $60,000, whichever is shorter (the "Reimbursement Period"), for all commercially reasonable amounts incurred by the Buyer for any services rendered, products produced or purchased or refunds given in connection with respect to Product the repair or replacement or issuance of a refund in lieu of repair or replacement of defective products or services which (x) were sold by Seller prior to the Closing Date and Date, (y) are covered under Seller's warranty as provided to the purchaser of such product or service at the time of sale by Seller and (z) for which the failure to satisfy the warranty under which such products or services are covered is reasonably likely to result in Buyer's failure to collect the Accounts Receivable balance related to such defective products or services. The Buyer have resolved shall submit to Seller no more frequently than every 30 days during the Reimbursement Period an accounting (the "Monthly Accounting") of all issues relating costs incurred by Buyer in connection with the repairs, replacements or refunds referred to responsibility for returns through an agreed-upon reduction in the Purchase Price (which adjustment has been taken into account in foregoing sentence. During the Purchase Price contained herein). In exchange for such Purchase Price reductionReimbursement Period, Buyer has agreed to accept all responsibility for the handling, processing and payment of all returns of Product received on or after the Closing Date, but excluding Product returns received by or on behalf of Seller before the Closing Date but not yet fully processed, irrespective of whether such Product was sold by Seller prior to the Closing or by Buyer after the Closing. Seller shall forward to Buyer any claims or notices it receives on or after pay the Closing Date from third parties regarding Product returns. As Buyer, within 5 days of its receipt of a Monthly Accounting, for all properly documented amounts incurred in accordance with this Section 8.6, unless the Seller and Buyer have each made their own estimates of the potential returns for Product sold prior to the Closing can show that will ultimately be returned after the Closing, Buyer shall such request is not have any obligation to Seller if actual returns are less than the Purchase Price adjustment agreed upon by the parties and Seller shall not have any obligation to Buyer if actual returns are greater than the Purchase Price adjustment agreed upon by the parties. On the Closing Date, Buyer and Seller shall jointly instruct, in writing, (a) McKesson Corp. (“McKesson”) and Cardinal Health Inc. (“Cardinal”) and other customers identified by the Parties (collectively, the “Wholesalers”) to send all future Product returns to a third party designated by Buyer and commercially reasonable. (b) ICS to return to each Wholesaler all Product returns sent on or after At the Closing Date by such Wholesaler. In the event any amounts relating to returns of Product made after the Closing are deducted from amounts due Seller from third parties within thirty (30) days expiration of the Closing DateReimbursement Period, Seller and to the extent the Escrow is not subject to a pending claim for refund, any remaining funds in the Escrow shall ▇▇▇▇ Buyer for such amounts, accompanied by an accountingbe distributed to the Seller's general account, and the Buyer will no longer have the right to reimbursement from Buyer shall be due within ten (10) days of receipt of such ▇▇▇▇▇▇▇▇. On the Closing Date, Seller shall obtain from ICS and deliver to Buyer in Microsoft Excel format (i) a full lot expiration file relating to Product sold prior to the Closing Date and (ii) a full shipping history of Product sold prior to the Closing Date, including invoice date (i.e., shipping date), NDC Number, lot number, customer, quantity and priceEscrow.

Product Returns. (ai) The For a three (3) year period following the Closing, Seller shall be financially responsible for all costs associated with any customer or wholesaler returns of expired, damaged, defective, or other unsalable Infergen (“Product Returns”) for any Infergen that was shipped on or before the Closing Date. Buyer shall be financially responsible for all costs associated with any Product Returns of any Infergen shipped after the Closing Date. Seller shall have delivered to Buyer at and as of the Closing Date a schedule containing the lot number and units per lot of Infergen that were distributed by Seller prior to Closing. Any Product Returns will be made in accordance with Buyer’s returned goods policy at the time of such Product Return, unless otherwise mutually agreed by Buyer and Seller. By agreeing to process the Product Returns for the benefit of Seller, Buyer does not agree to assume any liability associated with such Product Returns, but is providing a service as an accommodation to Seller and to minimize confusion on the part of customers. (ii) Except as set forth herein, Buyer have negotiated regarding responsibility shall be responsible for returns processing all Product Returns received following after the Closing with respect Date irrespective of when and by whom the returned Infergen was shipped. Product Return processing shall include the destruction of all returned Infergen by Buyer, or the customer, as applicable. Buyer agrees to Product sold only issue return credits for Infergen shipped by Seller prior to the Closing Date and Seller and Buyer have resolved all issues relating to responsibility for returns through an agreed-upon reduction in the Purchase Price (which adjustment has been taken into account in the Purchase Price contained herein). In exchange for at such Purchase Price reduction, time that Buyer has agreed received the returned Infergen from the customer, unless Seller agrees to accept all responsibility for waive the handlingcustomer return of Infergen. (iii) Each Party agrees it will not take, processing and payment of all returns of Product received on directly or after the Closing Dateindirectly, but excluding Product returns received by any action that would provide any incentive or on behalf of Seller before the Closing Date but not yet fully processedotherwise induce or motivate customers to return Infergen, irrespective of whether such Product was sold by Seller prior to the Closing or by Buyer after the Closing. Seller shall forward to Buyer any claims or notices it receives on or after the Closing Date from third parties regarding Product returns. As Seller and Buyer have each made their own estimates of the potential returns for Product sold prior to the Closing that will ultimately be returned after the Closing, Buyer shall not have any obligation to Seller if actual returns are less than the Purchase Price adjustment agreed upon by except as the parties and Seller shall not have any obligation to Buyer if actual returns are greater than the Purchase Price adjustment agreed upon by the parties. On the Closing Date, Buyer and Seller shall jointly instruct, in writing, (a) McKesson Corp. (“McKesson”) and Cardinal Health Inc. (“Cardinal”) and other customers identified by the Parties (collectively, the “Wholesalers”) to send all future Product returns to a third party designated by Buyer and (b) ICS to return to each Wholesaler all Product returns sent on or after the Closing Date by such Wholesaler. In the event any amounts relating to returns of Product made after the Closing are deducted from amounts due Seller from third parties within thirty (30) days of the Closing Date, Seller shall ▇▇▇▇ Buyer for such amounts, accompanied by an accounting, and the reimbursement from Buyer shall be due within ten (10) days of receipt of such ▇▇▇▇▇▇▇▇. On the Closing Date, Seller shall obtain from ICS and deliver to Buyer in Microsoft Excel format (i) a full lot expiration file relating to Product sold prior to the Closing Date and (ii) a full shipping history of Product sold prior to the Closing Date, including invoice date (i.e., shipping date), NDC Number, lot number, customer, quantity and pricemay otherwise mutually agree.

Product Returns. (a) The Seller and Buyer have negotiated regarding responsibility for returns received following For the period from the Closing through September 30, 2002, Seller will, at its sole cost and expense, process and issue credits (or render payment in such other form as Seller may determine) for all returned Product bearing Seller's NDC numbers and evidenced as being sold by Seller. Such handling of returned Products by Seller, and the issuance of any credits or other form of reimbursement in connection therewith, shall be in accordance with Seller's then current returned goods policy. Buyer will process, and be solely responsible for reimbursements with respect to Product sold by Seller prior to the Closing Date returns arising with respect to, or resulting from, shipping errors, damage in transit and Seller and Buyer have resolved all issues shortages relating to responsibility for returns through an agreed-upon reduction in the Purchase Price (which adjustment has been taken into account in the Purchase Price contained herein). In exchange for such Purchase Price reduction, Buyer has agreed to accept all responsibility for the handling, processing and payment Buyer's sales of all returns of Product received on or Products after the Closing Dateand Product with Buyer's NDC number. (i) Buyer agrees and acknowledges that Seller's maximum liability for credits or other reimbursement for returned Product under this Section shall be $750,000 (the "Maximum Returns Credit Amount"), but excluding Product returns received and further agrees that Seller's obligation to issue credits or other reimbursement for returned Products bearing Seller's NDC numbers shall terminate upon the date on which Seller has issued credits or otherwise reimbursed the Maximum Returns Credit Amount or September 30, 2002, whichever shall be the first to occur. For purposes of this Section, the dollar value of returned Products processed by Seller, shall be determined in accordance with Seller's then current returned goods policy. (ii) Upon Seller's issuance of credits or on behalf of Seller before other reimbursement for returned Products bearing Seller's NDC's in an aggregate dollar amount equal to the Closing Date but not yet fully processedMaximum Returns Credit Amount, irrespective of whether any such Product was sold credits or other reimbursement issued thereafter by Seller prior shall be the sole and exclusive liability and obligation of Buyer, for which Buyer will be invoiced by Seller on a monthly basis. Each such invoice shall set forth the number of units processed for each Product's NDC, together with such information as shall be necessary to support the Closing or by invoice. Buyer after the Closing. Seller shall forward to Buyer any claims or notices it receives on or after the Closing Date from third parties regarding Product returns. As Seller and Buyer have each made their own estimates of the potential returns for Product sold prior to the Closing that will ultimately be returned after the Closingshall, Buyer shall not have any obligation to Seller if actual returns are less than the Purchase Price adjustment agreed upon by the parties and Seller shall not have any obligation to Buyer if actual returns are greater than the Purchase Price adjustment agreed upon by the parties. On the Closing Date, Buyer and Seller shall jointly instruct, in writing, (a) McKesson Corp. (“McKesson”) and Cardinal Health Inc. (“Cardinal”) and other customers identified by the Parties (collectively, the “Wholesalers”) to send all future Product returns to a third party designated by Buyer and (b) ICS to return to each Wholesaler all Product returns sent on or after the Closing Date by such Wholesaler. In the event any amounts relating to returns of Product made after the Closing are deducted from amounts due Seller from third parties within thirty (30) days of its receipt of invoice, pay to Buyer the Closing Datefull invoiced amount. (iii) All Products returned to Buyer through September 30, 2002, bearing Seller's NDC numbers and evidenced as sold by Seller shall be the financial responsibility of Seller, subject to the Maximum Returns Credit Amount set forth in this Section. (iv) Effective as of October 1, 2002, Buyer shall be solely and exclusively responsible for processing any and all returned Products (including all returned Products bearing Seller's NDC's) and for the issuance of any and all credits or other reimbursement therefor. Any and all returned Products received by Seller after September 30, 2002 will be destroyed by Seller, and Seller will, after such destruction, forward to Buyer any necessary accompanying documentation to determine the appropriate credit. Except as otherwise provided herein, Buyer and Seller will not ▇▇▇▇ one another for costs incurred strictly for the processing of claims for returned Products. Seller and Buyer will use reasonable efforts in requesting that customers direct all Product returns after September 30, 2002 to Buyer. (v) Buyer and Seller shall be responsible for handling the destruction of any Product returned to their respective returns handling facility. If Buyer or Seller destroys Product for which the other was financially responsible as set forth in this Section, that party shall ▇▇▇▇ Buyer the other party for the cost of the destruction. Each such amountsinvoice shall set forth the number of units processed, accompanied by an accounting, and the reimbursement from Buyer together with such other information as shall be due necessary to support the invoice. Each party shall, within ten thirty (1030) days of its receipt of such ▇▇▇▇▇▇▇▇. On invoice, pay the Closing Date, Seller shall obtain from ICS and deliver to Buyer in Microsoft Excel format (i) a other party for the full lot expiration file relating to Product sold prior to the Closing Date and (ii) a full shipping history of Product sold prior to the Closing Date, including invoice date (i.e., shipping date), NDC Number, lot number, customer, quantity and priceinvoiced amount.

Product Returns. (a) The Seller and Buyer have negotiated regarding responsibility for returns received following the Closing with respect to Product sold by Seller prior to the Closing Date and Seller and Buyer have resolved all issues relating to responsibility for returns through an agreed-upon reduction in the Purchase Price (which adjustment has been taken into account in the Purchase Price contained herein). In exchange for such Purchase Price reduction, Buyer has agreed to shall accept all responsibility for the handling, processing and payment of all any returns of Product received on or after the Closing Date, but excluding Product returns received by or on behalf of Seller before the Closing Date but not yet fully processed, irrespective of whether such Product was sold by Seller prior to the Closing or by Buyer after Products following the Closing. Seller shall forward reimburse Buyer, against reasonable documentation therefor, for all reasonable costs and Damages of such returns with respect to Buyer any claims or notices it receives on Products received before the 45 days following the Closing. Subject to the following sentence, Buyer, at its cost, shall be solely responsible and liable for all returns of Products received after 45 days following the Closing (whether sold before or after transfer of such Regulatory Approval). Notwithstanding the Closing Date from third parties regarding Product returns. As Seller and Buyer have each made their own estimates of the potential returns for Product sold prior to the Closing that will ultimately be returned after the Closingforegoing, Buyer shall not have any obligation to Seller if actual returns are less than the Purchase Price adjustment agreed upon by the parties and Seller shall not have any obligation to reimburse Buyer if actual returns are greater than for the Purchase Price adjustment agreed upon amount by which the parties. On the Closing Date, Buyer and Seller shall jointly instruct, in writing, reasonable costs of all Product returned during (a) McKesson Corp. the period commencing 45 days following the Closing and ending on the first anniversary of the Closing (“McKesson”the "First Return Period") and Cardinal Health Inc. (“Cardinal”) and other customers identified by the Parties (collectively, the “Wholesalers”) to send all future Product returns to a third party designated by Buyer exceed $2.63 million and (b) ICS to return to each Wholesaler all Product returns sent the period commencing on or after the Closing Date by such Wholesaler. In the event any amounts relating to returns of Product made after the Closing are deducted from amounts due Seller from third parties within thirty (30) days first anniversary of the Closing Dateand ending on the second anniversary of the Closing (the "Second Return Period") exceed $3 million; provided, however, Seller's obligation under this sentence to reimburse Buyer for such Product returns shall be limited to $1 million in the aggregate for the First Return Period and $1 million in the aggregate for the Second Return Period and shall be payable to Buyer, with respect to the First Return Period, solely by reducing the First Installment by the applicable amount and, with respect to the Second Return Period, solely by reducing the Second Installment by the applicable amount. For purposes of the preceding sentence, the calculation of Buyer's reasonable costs of Products returned shall equal the lower of (x) Buyer's actual costs of Products returned, or (y) reimbursement costs in accordance with Seller's current reimbursement policy, which is attached hereto as Exhibit F. Buyer shall not initiate or encourage any action to accelerate the return of Products during the 45 days following the Closing. Promptly after the transfer of each such Regulatory Approval, Seller shall ▇▇▇▇ Buyer for provide written notice to all Persons to which Products were sold by Seller or its Affiliates during the 12 months prior to such amounts, accompanied by an accounting, transfer stating that Seller and the reimbursement from Buyer shall be due within ten (10) days its Affiliates no longer accept returns of receipt of Products and directing such ▇▇▇▇▇▇▇▇. On the Closing Date, Seller shall obtain from ICS and deliver Persons to contact Buyer in Microsoft Excel format (i) a full lot expiration file relating connection with returns, complaints and all other inquiries regarding Products sold pursuant to Product sold prior to the Closing Date and (ii) a full shipping history of Product sold prior to the Closing Date, including invoice date (i.e., shipping date), NDC Number, lot number, customer, quantity and pricesuch Regulatory Approval.

Product Returns. (a) The Seller If you wish to return a Product to ILLUMAGEAR, you must follow the return instructions as provided by ILLUMAGEAR Support and Buyer have negotiated regarding responsibility for returns received following their policies. If you return any Product to ILLUMAGEAR within the Closing Product Warranty Period, in accordance with respect to Product sold by Seller prior to the Closing Date and Seller and Buyer have resolved all issues relating to responsibility for returns through an agreed-upon reduction in the Purchase Price (which adjustment has been taken into account in the Purchase Price contained herein). In exchange for such Purchase Price reduction, Buyer has agreed to accept all responsibility for the handling, processing and payment of all returns of Product received on or after the Closing Date, but excluding Product returns received by or on behalf of Seller before the Closing Date but not yet fully processed, irrespective of whether such Product was sold by Seller prior to the Closing or by Buyer after the Closing. Seller shall forward to Buyer any claims or notices it receives on or after the Closing Date from third parties regarding Product returns. As Seller and Buyer have each made their own estimates terms of the potential returns for Product sold prior to Warranty, and that Product is accepted by ILLUMAGEAR as a proper Product Warranty return, ILLUMAGEAR shall, at its sole discretion, repair, exchange, replace, or return the Closing that will ultimately be returned after the Closing, Buyer shall not have any obligation to Seller if actual returns are less than the Purchase Price adjustment agreed upon by the parties and Seller shall not have any obligation to Buyer if actual returns are greater than the Purchase Price adjustment agreed upon by the parties. On the Closing Date, Buyer and Seller shall jointly instruct, in writing, (a) McKesson Corp. (“McKesson”) and Cardinal Health Inc. (“Cardinal”) and other customers identified by the Parties (collectively, the “Wholesalers”) to send all future Product returns to a third party designated by Buyer and (b) ICS to return to each Wholesaler all Product returns sent on or after the Closing Date by such WholesalerProduct(s). In the event any amounts relating ILLUMAGEAR elects to returns of repair or exchange a Product made after received during the Closing are deducted from amounts due Seller from third parties within thirty (30Warranty Period, ILLUMAGEAR shall notify and ship said repaired or exchanged Product(s) days to you promptly. No Product may be returned by you to ILLUMAGEAR outside of the Closing DateProduct Warranty Period, Seller unless specifically approved by ILLUMAGEAR as an exception, at its sole discretion. In the event that ILLUMAGEAR agrees to accept such return, ILLUMAGEAR may charge a twenty-five percent (25%) "restocking fee," or may return the goods for a discounted credit, or both. Any Product returned by you to ILLUMAGEAR for refund must be returned in new condition, unused, with the box unopened and the seal unbroken. ILLUMAGEAR shall refund the Product purchase price to you, less a twenty-five percent (25%) "restocking fee," which shall be retained by and payable to ILLUMAGEAR. ILLUMAGEAR shall have the right to waive any restocking fee, in its sole discretion, on a non-precedential basis. In the event that any Products are returned by you to ILLUMAGEAR, you shall be responsible for the cost of shipping of the Products to ILLUMAGEAR. ILLUMAGEAR shall be responsible for the cost of shipping repaired or exchanged Products back to you. If you need product support, please contact ILLUMAGEAR Support at ▇▇▇▇ Buyer for such amounts, accompanied by an accounting, and the reimbursement from Buyer shall be due within ten (10) days of receipt of such ▇▇▇▇@▇▇▇▇▇▇▇▇. On the Closing Date, Seller shall obtain from ICS and deliver to Buyer in Microsoft Excel format (i) a full lot expiration file relating to Product sold prior to the Closing Date and (ii) a full shipping history of Product sold prior to the Closing Date, including invoice date (i.e., shipping date), NDC Number, lot number, customer, quantity and price▇▇.▇▇▇.

Product Returns. (a) The Seller shall remain responsible in full, and Buyer have negotiated regarding shall assume no financial, legal or other responsibility for (i) any returns received following the Closing with respect to Product of products sold or manufactured by Seller prior to the Closing Date and (ii) non-merchantability due to defective quality of products manufactured by Seller and Buyer have resolved all issues relating prior to responsibility the Closing Date (including inventory held for returns through an agreed-upon reduction in inspection), except to the Purchase Price (which adjustment has been taken into account in extent the Purchase Price contained herein). In exchange for such Purchase Price reduction, Buyer has agreed to accept all responsibility for the handling, processing and payment products so manufactured are returned or defective because of all returns of Product received on defects caused by Buyer's acts or omissions after the Closing Date, but excluding Product returns received it being understood that Buyer shall have no obligation to inspect any products manufactured by or on behalf of Seller before prior to the Closing Date (such returns and defective products, including inventory held for inspection, hereinafter referred to as "Qualifying Returned Products"). Buyer shall promptly notify Seller of any proposed returns of which Buyer is aware prior to such return and of the relevant details, including, if known to Buyer, the price paid by the customer. Buyer shall deliver to Seller within 15 days after the end of each two-week period beginning on the Closing Date a written report setting forth the details of all Qualifying Returned Products returned or identified during the calendar month. Seller shall have the right, if accompanied by representatives of Buyer, to visit the customer to assist in resolving any returns of any Qualifying Returned Products. (b) If a Qualifying Returned Product was included in the Inventory or other Acquired Assets paid for by Buyer at the Closing (a "Purchased Product"), Buyer may (in addition to its other rights or remedies) accept for return or instruct the customer to dispose of any Purchased Products which are determined to be defective. Buyer will notify Seller as to the relevant details, and Seller will promptly (but not yet fully processedin no event later than ten Business Days thereafter) reimburse Buyer in an amount up to (i) Seller's standard cost for the Purchased Product, irrespective plus (ii) interest thereon from the Closing Date to the date of whether payment calculated at the Prime Rate, plus (iii) any freight charges, handling costs, travel and other out of pocket costs directly related to such Purchased Product that Buyer incurs or is required to reimburse to the customer. (c) If a Qualifying Returned Product was sold by Seller prior to the Closing and the sales proceeds or account receivable with respect thereto is reflected as an Acquired Asset paid for by Buyer after at the ClosingClosing (a "Receivable Product"), Buyer may (in addition to its other rights or remedies) accept for return or instruct the customer to dispose of any Purchased Products which are determined to be defective. Buyer will notify Seller shall forward as to the relevant details, and Seller will promptly (but in no event later than ten Business Days thereafter) reimburse Buyer any claims or notices it receives on or after in an amount up to (i) the aggregate purchase price paid by the customer for the Receivable Product, plus (ii) interest thereon from the Closing Date from third parties regarding Product returns. As Seller and Buyer have each made their own estimates of the potential returns for Product sold prior to the Closing that will ultimately be returned after date of payment calculated at the ClosingPrime Rate, Buyer shall not have plus (iii) any obligation to Seller if actual returns are less than the Purchase Price adjustment agreed upon by the parties and Seller shall not have any obligation to Buyer if actual returns are greater than the Purchase Price adjustment agreed upon by the parties. On the Closing Datefreight charges, Buyer and Seller shall jointly instructhandling costs, in writing, (a) McKesson Corp. (“McKesson”) and Cardinal Health Inc. (“Cardinal”) travel and other customers identified by the Parties (collectively, the “Wholesalers”) out of pocket costs directly related to send all future such Purchased Product returns that Buyer incurs or is required to a third party designated by Buyer and (b) ICS to return to each Wholesaler all Product returns sent on or after the Closing Date by such Wholesaler. In the event any amounts relating to returns of Product made after the Closing are deducted from amounts due Seller from third parties within thirty (30) days of the Closing Date, Seller shall ▇▇▇▇ Buyer for such amounts, accompanied by an accounting, and the reimbursement from Buyer shall be due within ten (10) days of receipt of such ▇▇▇▇▇▇▇▇. On the Closing Date, Seller shall obtain from ICS and deliver to Buyer in Microsoft Excel format (i) a full lot expiration file relating to Product sold prior reimburse to the Closing Date and (ii) a full shipping history of Product sold prior to the Closing Date, including invoice date (i.e., shipping date), NDC Number, lot number, customer, quantity and price.

Product Returns. (ai) The Seller Subject to the obligations of the Parties set forth in subsections (ii) and Buyer have negotiated regarding responsibility (iii) below, Purchaser shall be responsible for processing all Product returns received following from and after the Closing with respect to Date, including any returns of Product manufactured or sold by Seller prior to the Closing Date and Seller and Buyer have resolved Date. Purchaser shall destroy, or cause to be destroyed, all issues relating to responsibility for returns through an agreed-upon reduction such returned Product in the Purchase Price a manner consistent with applicable Law. (which adjustment has been taken into account in the Purchase Price contained herein). In exchange for such Purchase Price reductionii) Except as provided below, Buyer has agreed to accept all responsibility for the handling, processing and payment of all returns of Product received on or after the Closing Date, but excluding Product returns received by or on behalf of for Product included in any lot from which Seller before the Closing Date but not yet fully processed, irrespective of whether such had shipped at least one Product was sold by Seller vial prior to the Closing Effective Time (regardless of when such return is actually processed) shall be for the account of Seller, and Seller shall reimburse Purchaser for any and all valid and documented costs and expenses incurred by Purchaser in connection with such returns and for any credits or deductions taken by Buyer after customers against the Closingaccounts receivable of Purchaser in connection with such returns. If Purchaser alters its Product return policy from the policy in effect on the date of this Agreement without the consent of Seller, any Product returns for Product to which such altered return policy applies shall be for the account of Purchaser as provided in subsection (iii) below. Seller shall forward to Buyer reimburse Purchaser for any claims or notices it receives on or after the Closing Date from third parties regarding Product returns. As Seller and Buyer have each made their own estimates of the potential returns for Product sold prior to the Closing that will ultimately be returned after the Closing, Buyer shall not have any obligation to Seller if actual returns are less than the Purchase Price adjustment agreed upon by the parties and Seller shall not have any obligation to Buyer if actual returns are greater than the Purchase Price adjustment agreed upon by the parties. On the Closing Date, Buyer and Seller shall jointly instruct, in writing, (a) McKesson Corp. (“McKesson”) and Cardinal Health Inc. (“Cardinal”) and other customers identified by the Parties (collectively, the “Wholesalers”) to send all future Product returns to a third party designated by Buyer and (b) ICS to return to each Wholesaler all Product returns sent on or after the Closing Date by such Wholesaler. In the event any amounts relating to returns of Product made after the Closing are deducted from amounts due Seller from third parties within thirty (30) days of its receipt of each such invoice therefor. (iii) All Product returns for Product included in any lot other than any lot from which Seller had shipped at least one Product vial prior to the Closing Date, Seller Effective Time shall ▇▇▇▇ Buyer be for such amounts, accompanied by an accountingthe account of Purchaser, and Purchaser shall reimburse Seller for any and all valid and documented costs and expenses incurred by Seller in connection with such returns and for any credits or deductions taken by customers against the reimbursement from Buyer accounts receivable of Seller in connection with such returns. Purchaser shall be due reimburse Seller for any such amounts within ten thirty (1030) days of its receipt of each such ▇▇▇▇▇▇▇▇invoice therefor. On the Closing Date, Purchaser agrees that Seller shall obtain from ICS have no obligations in respect of such returned Products and deliver that Purchaser shall not be entitled to Buyer in Microsoft Excel format (i) a full lot expiration file relating to Product sold prior to the Closing Date and (ii) a full shipping history of Product sold prior to the Closing Date, including invoice date (i.e., shipping date), NDC Number, lot number, customer, quantity and priceany credit or reimbursement therefor.