Common use of Product Returns Clause in Contracts

Product Returns. In the event that any amounts due to Buyer in respect of sales of Product by or on behalf of Buyer after the Effective Date are reduced, offset, credited or otherwise decreased as a result of or in respect of any Product (with an expiration date of not less than twelve (12) months) or Buyer receives a request for replacement or refund of Product (with an expiration date of not less than twelve (12) months) (collectively, “Replacement Goods”), Buyer shall within five (5) Business Days notify Parent of such Replacement Goods. The Parties shall determine Parent’s obligations under Section 7.5 of the Asset Purchase Agreement with reference to lot numbers, it being agreed that Parent shall be responsible for those lots which Parent fully sold through the Closing Date and with respect to any lots that are split between Buyer and Parent, Parent shall be responsible in proportion to that percentage of the lot sold by Parent through the Closing Date. Based on the foregoing, for Replacement Goods that are Parent’s obligations pursuant to such Section 7.5 of the Asset Purchase Agreement, Seller or its designee shall, at Buyer’s request, replace such Replacement Goods with Product equivalent to the dosage and formulation of such Replacement Goods pursuant to the terms and conditions of this Agreement until the earlier to occur of (i) thirty-six (36) months from the Effective Date or (ii) the issuance by Seller of two million (2,000,000) tablets as replacement Product. Thereafter, Parent has no liability or obligation to Buyer for any Replacement Goods. For any and all Replacement Goods replaced pursuant to this Section 2.2(g), Buyer shall submit to Seller a deduction ticket documenting the date, type and quantity of Replacement Goods and certifying that such replaced Product (with an expiration date of not less than twelve (12) months) have been destroyed in a manner consistent with applicable Law, rule and regulation. Seller shall credit such Replacement Goods replaced pursuant to this Section 2.2(g) against Buyer’s future Purchase Orders.

Product Returns. In (i) From the event Effective Date through and including December 31, 2008 ("Seller Return Period"), Seller shall process and be financially responsible for all returns of Product that is labeled with Seller NDC numbers; provided, however that Seller will not be financially responsible for any amounts returns of Product during the Seller Return Period that are due to Buyer incorrect shipments of such Product by Purchaser or damaged shipments of such Product by Purchaser, but rather Purchaser will reimburse Seller for all such amounts paid in connection with such Product returns. Purchaser shall process and be financially responsible for all returns of Product labeled with Purchaser NDC numbers irrespective of return period, and for all returns of Product labeled with Seller NDC numbers on or after January 1, 2009. For all Product that is returned to Seller but is the financial responsibility of the Purchaser, Seller will destroy, or cause to be destroyed, all such Product and on the tenth (10th) Business Day of each month, provide to Purchaser a reporting of such Product returns, including documentation sufficient to determine any appropriate customer reimbursement or credit. Purchaser will then process the return according to Purchaser's then-current returned goods policy. To the extent that a Party processes, issues credits or remits payment for returns in respect of sales Product for which the other Party is financially responsible under this subsection, the other Party shall reimburse such processing or paying Party within thirty (30) days of receipt of invoices that describe the requested payments in reasonable detail, other than amounts that are the subject of bona fide disputes. Returned Product by or on behalf of Buyer after shall not be transferred between the Effective Date are reducedParties, offset, credited or otherwise decreased as a result of or in respect of any Product (with an expiration date of not less than twelve (12) months) or Buyer receives a request for replacement or refund of Product (with an expiration date of not less than twelve (12) months) (collectively, “Replacement Goods”), Buyer shall within five (5) Business Days notify Parent of such Replacement Goods. The Parties shall determine Parent’s obligations under Section 7.5 of the Asset Purchase Agreement with reference to lot numbers, it being agreed that Parent but instead shall be responsible for those lots which Parent fully sold through destroyed by the Closing Date and with respect receiving Party. Each Party shall destroy, or cause to any lots that are split between Buyer and Parentbe destroyed, Parent shall be responsible in proportion to that percentage of the lot sold by Parent through the Closing Date. Based on the foregoing, for Replacement Goods that are Parent’s obligations pursuant to all such Section 7.5 of the Asset Purchase Agreement, Seller or its designee shall, at Buyer’s request, replace such Replacement Goods with returned Product equivalent to the dosage and formulation of such Replacement Goods pursuant to the terms and conditions of this Agreement until the earlier to occur of (i) thirty-six (36) months from the Effective Date or (ii) the issuance by Seller of two million (2,000,000) tablets as replacement Product. Thereafter, Parent has no liability or obligation to Buyer for any Replacement Goods. For any and all Replacement Goods replaced pursuant to this Section 2.2(g), Buyer shall submit to Seller a deduction ticket documenting the date, type and quantity of Replacement Goods and certifying that such replaced Product (with an expiration date of not less than twelve (12) months) have been destroyed in a manner consistent with applicable Law, rule and regulationthe costs of such destruction shall not be reimbursed. (ii) Neither Party shall instruct, recommend or attempt to induce customers who have previously purchased Product from it to (A) return such Product when that would not otherwise have been the case but for such Party's instructions, recommendations or inducement or (B) delay the return of such Product. Seller shall credit such Replacement Goods replaced pursuant For the avoidance of doubt, Purchaser's shipment units of Product to customers in the ordinary course will not be deemed to violate this Section 2.2(g) against Buyer’s future Purchase Orders8.4(b).

Product Returns. In the event that any amounts due to Buyer in respect of sales of Product by or on behalf of Buyer after the Effective Date are reduced, offset, credited or otherwise decreased as a result of or in respect of any Product (with an expiration date of not less than twelve (12) months) or Buyer receives a request for replacement or refund of Product (with an expiration date of not less than twelve (12) months) (collectively, “Replacement Goods”), [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Buyer shall within five (5) Business Days notify Parent of such Replacement Goods. The Parties shall determine Parent’s obligations under Section 7.5 of the Asset Purchase Agreement with reference to lot numbers, it being agreed that Parent shall be responsible for those lots which Parent fully sold through the Closing Date and with respect to any lots that are split between Buyer and Parent, Parent shall be responsible in proportion to that percentage of the lot sold by Parent through the Closing Date. Based on the foregoing, for Replacement Goods that are Parent’s obligations pursuant to such Section 7.5 of the Asset Purchase Agreement, Seller or its designee shall, at Buyer’s request, replace such Replacement Goods with Product equivalent to the dosage and formulation of such Replacement Goods pursuant to the terms and conditions of this Agreement until the earlier to occur of (i) thirty-six (36) months [***] from the Effective Date or (ii) the issuance by Seller of two million (2,000,000) tablets [***] as replacement Product. Thereafter, Parent has no liability or obligation to Buyer for any Replacement Goods. For any and all Replacement Goods replaced pursuant to this Section 2.2(g), Buyer shall submit to Seller a deduction ticket documenting the date, type and quantity of Replacement Goods and certifying that such replaced Product (with an expiration date of not less than twelve (12) months) have been destroyed in a manner consistent with applicable Law, rule and regulation. Seller shall credit such Replacement Goods replaced pursuant to this Section 2.2(g) against Buyer’s future Purchase Orders.

Product Returns. Notwithstanding the provisions of Section 5.14 of the Purchase Agreement, the Net Adjustment Payment shall be deemed to satisfy any payments that otherwise would be due from Pinnacle to SCM in respect of Product Returns, provided that: i. Promptly after the execution of this Agreement, the parties shall issue a joint letter to all Distribution Channel Participants, which letter shall instruct such Distribution Channel Participants that all inquiries or requests regarding the Transferred Products (including but not limited to inquiries and requests regarding warranty obligations), and all returns of Transferred Products, should be directed to Pinnacle from the date of the letter going forward. ii. Pinnacle shall accept any and all bona fide warranty returns from end-users or Distribution Channel Participants for any Transferred Products sold by SCM prior to the Closing Date, and shall issue a credit against that Distribution Channel Participant's account with Pinnacle or a refund, to be determined by Pinnacle in its sole discretion. iii. Pinnacle shall accept any and all non-warranty returns by a Distribution Channel Participant, for any Transferred Products sold by SCM prior to the Closing Date ("STOCK RETURNS"). If the aggregate value of the Stock Returns after the date hereof for any Distribution Channel Participant is less than or equal to Ten Thousand Dollars ($10,000) (whether in one or more Stock Return requests), Pinnacle shall issue a credit against that Distribution Channel Participant's account with Pinnacle or a refund, to be determined by Pinnacle in its sole discretion. If the aggregate value of the Stock Returns for any Distribution Channel Participant exceeds Ten Thousand Dollars ($10,000) (whether in one or more Stock Return requests), Pinnacle shall notify SCM of such Stock Return request and transmit the request for a Return Manufacturer's Authorization ("RMA") for such Stock Returns to SCM, and SCM shall be solely responsible, for its own account, for any credit or refund that may be due to such Distribution Channel Participant. iv. Pinnacle and SCM agree not to take any affirmative steps to suggest, promote, or otherwise encourage any Stock Returns, and in the event any Stock Returns arise that may be attributable to any such activities, then the parties shall undertake to reach a separate agreement regarding how to address such Stock Returns, such agreements to be made on a case by case basis. v. Pinnacle may retain all Transferred Products, whether opened or unopened, returned to it or to SCM by a Distribution Channel Participant. In the event that Pinnacle shall so elect to retain any amounts due such Transferred Products returned to Buyer in respect of sales of Product SCM, SCM shall clearly ▇▇▇▇ all such Transferred Products returned to it so that they can be identified by or on behalf of Buyer after the Effective Date are reducedPinnacle's packers, offset, credited or otherwise decreased as a result of or in respect of any Product (with an expiration date of not less than twelve (12) months) or Buyer receives a request for replacement or refund of Product (with an expiration date of not less than twelve (12) months) (collectively, “Replacement Goods”), Buyer shall within five (5) Business Days notify Parent of such Replacement Goods. The Parties shall determine Parent’s obligations under Section 7.5 of the Asset Purchase Agreement with reference to lot numbers, it being agreed that Parent and Pinnacle shall be responsible for those lots which Parent fully sold through the Closing Date packing, crating and with respect shipping all such Transferred Products returned to any lots that are split between Buyer SCM, and Parent, Parent shall be responsible in proportion to that percentage of the lot sold by Parent through the Closing Date. Based on the foregoing, for Replacement Goods that are Parent’s obligations pursuant to such Section 7.5 of the Asset Purchase Agreement, Seller or its designee shall, at Buyer’s request, replace such Replacement Goods with Product equivalent to the dosage and formulation of such Replacement Goods pursuant to the terms and conditions of this Agreement until the earlier to occur of (i) thirty-six (36) months from the Effective Date or (ii) the issuance by Seller of two million (2,000,000) tablets as replacement Product. Thereafter, Parent has no liability or obligation to Buyer for any Replacement Goods. For any and all Replacement Goods replaced pursuant to this Section 2.2(g), Buyer shall submit to Seller a deduction ticket documenting the date, type and quantity of Replacement Goods and certifying that such replaced Product (with an expiration date of not less than twelve (12) months) have been destroyed in a manner consistent with applicable Law, rule and regulation. Seller shall credit such Replacement Goods replaced pursuant to this Section 2.2(g) against Buyer’s future Purchase Orderstransportation costs.

Product Returns. In 3.1.1 On and after the event that Effective Date, Seller shall process any amounts due to Buyer in respect returns of sales units of Product that were sold in the Territory with a Seller NDC number that are made to Seller, irrespective of whether Seller or any of its Affiliates or Buyer or any of its Affiliates sold such returned unit of Product. All other returns of units of Product following the Effective Date will be processed by ▇▇▇▇▇. Returns will be processed in accordance with the processing Party’s then-current returned goods policy, regardless of which Party made the corresponding original sale. A copy of each of Seller’s and ▇▇▇▇▇’s returned goods policy as of the Effective Date is attached hereto as Schedule 3.1.1. 3.1.2 Buyer shall be financially responsible for return reimbursement for all units of Product sold on or after the Effective Date in the Territory. Seller shall be financially responsible for return reimbursement for units of Product sold prior to the Effective Date in the Territory. Notwithstanding the foregoing, Buyer and Seller shall be financially responsible for returns of units of Product included in Transition Lots on a proportional basis, based on the number of units of Product in such Transition Lot sold by or on behalf of Buyer (including by Seller under Section 2.10) after the Effective Date are reduced, offset, credited or otherwise decreased as a result (which shall be Buyer’s financial responsibility) and on the number of or in respect of any Product (with an expiration date of not less than twelve (12) months) or Buyer receives a request for replacement or refund units of Product (with an expiration date of not less than twelve (12) months) (collectively, “Replacement Goods”), Buyer shall within five (5) Business Days notify Parent of in such Replacement Goods. The Parties shall determine Parent’s obligations under Section 7.5 of the Asset Purchase Agreement with reference to lot numbers, it being agreed that Parent shall be responsible for those lots which Parent fully sold through the Closing Date and with respect to any lots that are split between Buyer and Parent, Parent shall be responsible in proportion to that percentage of the lot Transition Lot sold by Parent through the Closing Date. Based on the foregoing, for Replacement Goods that are Parent’s obligations pursuant Seller prior to such Section 7.5 of the Asset Purchase Agreement, Seller or its designee shall, at Buyer’s request, replace such Replacement Goods with Product equivalent to the dosage and formulation of such Replacement Goods pursuant to the terms and conditions of this Agreement until the earlier to occur of (i) thirty-six (36) months from the Effective Date or (ii) the issuance which shall be Seller’s financial responsibility). Seller shall reimburse Buyer for all refunds paid by ▇▇▇▇▇ for returns of units of Product sold by Seller in the Territory prior to the Effective Date and Seller’s proportionate share of two million refunds for returns of units of Product included in Transition Lots. Buyer shall reimburse Seller for all refunds paid by Seller for (2,000,000x) tablets as replacement Productreturns of units of Product sold by or on behalf of Buyer in the Territory on or after the Effective Date and (y) Buyer’s proportionate share of refunds for returns of units of Product included in Transition Lots. Thereafter▇▇▇▇▇’s reimbursement obligations to Seller under this Section 3.1.2 will be settled through the Net Margin Amount calculation during the period in which the Net Margin Amount is payable hereunder and, Parent has no liability or obligation following such period, by direct payment within 30 days following ▇▇▇▇▇’s receipt of written invoice and supporting documentation from Seller. Seller’s reimbursement obligations to Buyer for any Replacement Goods. For any and all Replacement Goods replaced pursuant to under this Section 2.2(g)3.1.2 will be settled by direct payment within 30 days following ▇▇▇▇▇▇’s receipt of written invoice and supporting documentation from Buyer. 3.1.3 Each Party shall promptly destroy, Buyer shall submit or cause to Seller a deduction ticket documenting the datebe promptly destroyed, type and quantity all units of Replacement Goods and certifying Product returned to it or its Affiliates that such replaced Product (with an expiration date of not less than twelve (12) months) have been destroyed are required by applicable Law to be destroyed, in each case in a manner consistent with all applicable Law, rule and regulation. Seller shall credit reimburse Buyer for ▇▇▇▇▇’s reasonable out-of-pocket costs for destruction of returned units of Product that were sold prior to the Effective Date, and ▇▇▇▇▇ shall reimburse Seller for Seller’s reasonable out-of-pocket costs for destruction of all other returned units of Product. 3.1.4 Neither Buyer nor Seller shall instruct, recommend or attempt to induce Customers who have previously purchased a Product in the Territory to (a) return such Replacement Goods replaced pursuant to this Section 2.2(gProduct when that would not otherwise have been the case but for such Party’s instructions, recommendations or inducement or (b) against Buyer’s future Purchase Ordersdelay the return of such Product.

Product Returns. In the event that any amounts due to Buyer in respect of sales of Product by or on behalf of Buyer after the Effective Date are reduced, offset, credited or otherwise decreased as a result of or in respect of any Product (with an expiration date of not less than twelve (12) months) or Buyer receives a request for replacement or refund of Product (with an expiration date of not less than twelve (12) months) (collectively, “Replacement Goods”), [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Buyer shall within five (5) Business Days notify Parent of such Replacement Goods. The Parties shall determine Parent’s obligations under Section 7.5 of the Asset Purchase Agreement with reference to lot numbers, it being agreed that Parent shall be responsible for those lots which Parent fully sold through the Closing Date and with respect to any lots that are split between Buyer and Parent, Parent shall be responsible in proportion to that percentage of the lot sold by Parent through the Closing Date. Based on the foregoing, for Replacement Goods that are Parent’s obligations pursuant to such Section 7.5 of the Asset Purchase Agreement, Seller or its designee shall, at Buyer’s request, replace such Replacement Goods with Product equivalent to the dosage and formulation of such Replacement Goods pursuant to the terms and conditions of this Agreement until the earlier to occur of (i) thirty-six (36) months from the Effective Date or (ii) the issuance by Seller of two million (2,000,000) tablets as replacement Product. Thereafter, Parent has no liability or obligation to Buyer for any Replacement Goods. For any and all Replacement Goods replaced pursuant to this Section 2.2(g), Buyer shall submit to Seller a deduction ticket documenting the date, type and quantity of Replacement Goods and certifying that such replaced Product (with an expiration date of not less than twelve (12) months) have been destroyed in a manner consistent with applicable Law, rule and regulation. Seller shall credit such Replacement Goods replaced pursuant to this Section 2.2(g) against Buyer’s future Purchase Orders.

Product Returns. In (i) Prior to the event Closing Date, all returns labeled with Seller's lot numbers shall continue to be sent to Seller. All returns labeled with Purchasers' lot numbers shall be sent to Purchasers and all returns of Transition Lots shall be sent to Purchasers. Returns will be processed in accordance with the then-current returned goods policy of the Party that any amounts due made the corresponding original sale (which policies shall be provided to Buyer in respect of sales the other party prior to the Closing Date). (ii) From and after the Closing Date, Purchasers shall, or shall cause its distributor to, process and be financially responsible for all returns of Product by that is labeled with Purchasers' lot numbers. Seller shall process and be financially responsible for all returns of Product that is labeled with Seller's lot numbers for lots sold prior to the Closing Date. Purchasers shall process and be financially responsible for all returns of Product that is labeled with Seller's lot numbers for lots sold on or following the Closing Date. Purchasers and Seller shall both be financially responsible for returns of the Transition Lots, on behalf a proportional basis equal to the proportion of Buyer Product in such Transition Lots sold prior to and on or after the Effective Closing Date are reduced(for example, offset, credited or otherwise decreased as a result of or in respect of any Product (with an expiration date of not less than twelve (12) months) or Buyer receives a request for replacement or refund of Product (with an expiration date of not less than twelve (12) months) (collectively, “Replacement Goods”), Buyer shall within five (5) Business Days notify Parent of such Replacement Goods. The Parties shall determine Parent’s obligations under Section 7.5 if 40% of the Asset Purchase Agreement with reference Products in the Transition Lots were sold prior to lot numbersthe Closing Date and the remaining 60% were sold on or after the Closing Date, it being agreed that Parent then Seller shall be responsible for those lots which Parent fully sold through 40% of the Closing Date costs and expenses associated with respect to any lots that are split between Buyer the returns of the Transition Lots and Parent, Parent Purchasers shall be responsible in proportion for the remaining 60% of such costs and expenses). (iii) For any Product that is returned to that percentage one Party but is the processing responsibility of the lot sold other Party, the Party receiving the return will destroy, or cause to be destroyed, all such Product and by Parent through the Closing Date. Based on tenth (10th) Business Day of each month, provide the foregoingother Party a reporting of such Product returned, for Replacement Goods that are Parent’s obligations pursuant including documentation sufficient to such Section 7.5 determine any appropriate customer reimbursement or credit, which shall be processed according to the then-current returned goods policy of the Asset Purchase AgreementParty that made the corresponding original sale. Each Party shall destroy, Seller or its designee shallcause to be destroyed, at Buyer’s request, replace all such Replacement Goods with returned Product equivalent to the dosage and formulation of such Replacement Goods pursuant to the terms and conditions of this Agreement until the earlier to occur of (i) thirty-six (36) months from the Effective Date or (ii) the issuance by Seller of two million (2,000,000) tablets as replacement Product. Thereafter, Parent has no liability or obligation to Buyer for any Replacement Goods. For any and all Replacement Goods replaced pursuant to this Section 2.2(g), Buyer shall submit to Seller a deduction ticket documenting the date, type and quantity of Replacement Goods and certifying that such replaced Product (with an expiration date of not less than twelve (12) months) have been destroyed in a manner consistent with applicable Law, rule law and regulation. Seller the costs of such destruction shall credit such Replacement Goods replaced pursuant to this Section 2.2(g) against Buyer’s future Purchase Ordersnot be reimbursed.

Product Returns. In the event that any amounts due to Buyer in respect of sales of Product by or on behalf of Buyer after the Effective Date are reduced, offset, credited or otherwise decreased as a result of or in respect of any Product (with an expiration date of not less than within +/- twelve (12) months) months of expiration date or Buyer receives a request for replacement or refund of Product (with an expiration date of not less than within +/- twelve (12) monthsmonths of expiration date) (collectively, “Replacement Goods”), Buyer shall within five (5) Business Days notify Parent submit, to the Seller, on a quarterly basis, a notice of such Replacement Goods. The Parties shall determine Parent’s obligations under Section 7.5 of the Asset Purchase Agreement with reference to lot numbers, it being agreed that Parent shall be responsible for those lots which Parent fully sold through the Closing Date and with respect to any lots lot that are split between Buyer and Parent, Parent shall be responsible in proportion to that percentage of the lot sold by Parent through the Closing Date. Based on the foregoing, for Replacement Goods that are Parent’s obligations pursuant to such Section 7.5 of the Asset Purchase Agreement, Seller or its designee shall, at Buyer’s request, replace such Replacement Goods with Product reimburse Buyer at the initial unit purchase price for equivalent to the dosage and formulation of such Replacement Goods product pursuant to the terms and conditions of this Agreement until the earlier to occur of (i) thirty-six (36) [***] months from the Effective Date or (ii) the issuance by Seller of two million (2,000,000) [***] tablets as replacement Product. Thereafter, Parent has no liability or obligation to Buyer for any Replacement Goods. For any and all Replacement Goods replaced issued pursuant to this Section 2.2(g), Buyer shall submit to Seller a deduction ticket documenting the date, type and quantity of Replacement Goods and certifying that such replaced Product (with an expiration date of not less than twelve (12) months) have has been destroyed in a manner consistent with applicable Law, rule and regulation. Seller shall credit such Replacement Goods replaced pursuant to this Section 2.2(g2.2(a) against Buyer’s future Purchase Orders.”