Common use of Acceptance, Rejection and Revocation of Acceptance Clause in Contracts

Acceptance, Rejection and Revocation of Acceptance. (a) Cipher shall provide a certificate of analysis and other documents as defined in the Technical Agreement, in such forms as the Parties shall agree upon, for any Product batch delivered to Distributor hereunder certifying that such Products have been Manufactured and Packaged in compliance with the Specifications, GMPs and all other applicable Regulatory Requirements and with an expiry date of not less than [***] months from the date of shipment. Such certificate of analysis shall be included with each shipment of Product to Distributor. (b) Distributor shall inspect or shall cause to be inspected all shipments of Product promptly upon receipt. Distributor may reject any Product which does not conform to the Specifications or the expiry requirements at the time of receipt at Distributor’s location. Distributor shall make any such rejection in writing, promptly to Cipher, and shall indicate the reasons for such rejection (the “Rejection Notice”). (c) If Distributor has not delivered a Rejection Notice within thirty (30) days after receipt of the shipment of Product at the facility designated by Distributor in the purchase order, Distributor shall be deemed to have accepted that shipment of Product. Once Distributor has accepted or has been deemed to have accepted a shipment of Product, Distributor shall have no claim or recourse against Cipher relating to such Product under this Section 6.7 with respect to any non-conformance to the Specifications which should have been detected by Distributor through an examination of the Product in accordance with the GMP obligations of a Distributor of the Product, and Distributor may not exercise any rights to subsequently reject such shipment under this Section 6.7; provided, however, that in the event the non-conformance with the Specifications is of a nature that would prevent it from being detected by Distributor through examination as described above, Distributor may reject such Product promptly upon discovery of such non-conformity, notwithstanding Distributor’s prior acceptance of the shipment or the expiration of such thirty (30) day period, provided that the Rejection Notice shall not be delivered later than two (2) Business Days following such discovery.

Acceptance, Rejection and Revocation of Acceptance. (a) Cipher Vertical shall provide provide, or cause the Approved Manufacturer to provide, a certificate of analysis and other documents as defined in the fee Technical Agreement, in such forms as the Parties shall agree upon, for any Product batch delivered to Sub-Distributor hereunder certifying that such Products have been Manufactured and Packaged in compliance with the Specifications, GMPs and all other applicable Regulatory Requirements and with an expiry date of not less than [***] months from the date of shipment. Such certificate of analysis shall be included with delivered by email or overnight delivery to Sub-Distributor on the date immediately prior to the date of each shipment of Product to Sub-Distributor. (b) Sub-Distributor shall visually inspect or shall cause to be visually inspected all shipments of Product promptly upon receiptreceipt for obvious defects in such Product discoverable without affecting the integrity of such Product’s Packaging. Sub-Distributor may reject any Product which does not conform to the Specifications or the expiry requirements at the time of receipt at Sub-Distributor’s location. Sub-Distributor shall make any such rejection in writing, promptly to CipherVertical, and shall indicate the reasons for such rejection (the “Rejection Notice”). (c) If Sub-Distributor has not delivered a Rejection Notice within thirty (30) days after receipt of the shipment of Product at the facility designated by Sub-Distributor in the purchase order, Sub-Distributor shall be deemed to have accepted that shipment of Product. Once Distributor has accepted or has been deemed to have accepted a shipment of Product, Distributor shall have no claim or recourse against Cipher relating to such Product under this Section 6.7 with respect to any non-conformance to the Specifications which should have been detected by Distributor through an examination of the Product in accordance with the GMP obligations of a Distributor of the Product, and Distributor may not exercise any rights to subsequently reject such shipment under this Section 6.7; provided, however, that in the event the non-conformance with the Specifications is of a nature that would prevent it from being detected by Sub-Distributor through examination as the visual inspection described in Section 4.7(b) described above, Sub-Distributor may subsequently reject such Product promptly upon discovery of such non-conformity, notwithstanding Sub-Distributor’s prior acceptance of the shipment or the expiration of such thirty (30) day period, provided that the Rejection Notice shall not be delivered later than two five (25) Business Days business days following such discovery.

Acceptance, Rejection and Revocation of Acceptance. (a) Cipher CytoDyn shall be responsible for Product test procedures for quality assurance, including Product storage and shipping requirements, before Product is released to American Regent. CytoDyn shall provide a certificate of analysis and other documents (collectively, the “COA”) as defined set forth in the Technical Quality Agreement, in such forms as the Parties shall agree upon, for any Product batch delivered to Distributor American Regent hereunder certifying that such Products Product have been Manufactured Manufactured, Packaged and Packaged shipped in compliance with the Specifications, GMPs cGMPs and all other applicable Regulatory Requirements and with an expiry date of not less than [***] twelve (12) months from the date of shipment. Such certificate of analysis shall be included with each shipment of Product to Distributor. (b) Distributor American Regent shall inspect or shall cause to be inspected all shipments of Product promptly upon receipt. Distributor American Regent may reject any Product which does not conform to the Specifications Specifications, or the expiry shipping and storage requirements for the Product, at the time of receipt at DistributorAmerican Regent’s location. Distributor American Regent shall make any such rejection in writing, promptly within ten (10) days of the later of the receipt of the COA or the Product at the facility designated by American Regent in the applicable Firm Order (the “Stipulated Rejection Period”), to CipherCytoDyn, and shall indicate the reasons for such rejection (the “Rejection Notice”). (c) If Distributor American Regent has not delivered a Rejection Notice within thirty (30) days after receipt of the shipment of Product at the facility designated by Distributor in the purchase orderStipulated Rejection Period, Distributor American Regent shall be deemed to have accepted that shipment of Product. Once Distributor American Regent has accepted or has been deemed to have accepted a shipment of Product, Distributor shall have no claim or recourse against Cipher relating to such Product under this Section 6.7 and except with respect to any non-conformance to Latent Defects discovered by American Regent or American Regent’s customers after the Specifications which should have been detected by Distributor through an examination expiration of the Product in accordance with the GMP obligations of a Distributor of the ProductStipulated Rejection Period, and Distributor American Regent may not exercise any rights to subsequently reject such shipment under this Section 6.7; provided, however, that in the event the non-conformance with the Specifications is of a nature that would prevent it from being detected by Distributor through examination as described above, Distributor may reject such Product promptly upon discovery of such non-conformity, notwithstanding Distributor’s prior acceptance of the shipment or the expiration of such thirty (30) day period, provided that the Rejection Notice shall not be delivered later than two (2) Business Days following such discovery.

Acceptance, Rejection and Revocation of Acceptance. (a) Cipher shall provide a certificate of analysis and other documents as defined in the Technical Agreement, in such forms as the Parties shall agree upon, for any Product batch delivered to Distributor hereunder certifying that such Products have been Manufactured and Packaged in compliance with the Specifications, GMPs and all other applicable Regulatory Requirements and with an expiry date of not less than [***] months from the date of shipment. Such certificate of analysis shall be included with each shipment of Product to Distributor. (b) Distributor shall Each Buyer Party may inspect or shall may cause to be inspected all shipments of Product promptly upon receiptin accordance with the Quality Agreement. Distributor A Buyer Party may reject any Product which does not conform to the Specifications Quality Agreement, the Specifications, the Product Warranty or the expiry requirements under Applicable Law at the time of receipt at Distributor’s locationdiscovery. Distributor A Buyer Party shall make any such rejection in writingwriting within ten Business Days following the later of (i) its receipt of the applicable inspection samples from Seller, promptly to Cipheras further contemplated in the Quality Agreement, and (ii) its receipt of the applicable Supporting Information from Seller, and shall indicate the reasons for such rejection (the “Rejection Notice”). (cb) If Distributor has not delivered a A Rejection Notice within thirty shall also contain a notice of Xxxxx's election, in its sole discretion, as to its preferred remedy for the Non-Conforming Product. Buyer may elect: (30i) days after receipt to have Seller replace the Non-Conforming Products with conforming Products, at Seller’s cost and expense, in which case Seller shall prioritize the production of the shipment of Product at the facility designated by Distributor any such replacement Products in order to deliver such conforming replacement Products to Buyer as soon as possible; (ii) to have Seller reimburse Buyer for the purchase order, Distributor shall be deemed to have accepted that shipment of Product. Once Distributor has accepted or has been deemed to have accepted a shipment of Product, Distributor shall have no claim or recourse against Cipher relating to such Product under this Section 6.7 price paid with respect to any nonsuch Non-conformance Conforming Products and the shipping and handling costs actually incurred by Buyer with respect to the Specifications which should have been detected by Distributor through an examination delivery and return of the Product in accordance with the GMP obligations of a Distributor of the Productsuch Non-Conforming Products, and Distributor may if Buyer elects this remedy and returns the Non-Conforming Products, such purchase will not exercise be counted toward the Buyer Option Amount; or (iii) to purchase the Non-Conforming Product at a price to be mutually agreed to by the Parties. For greater certainty, any rights Non-Conforming Products that a Buyer Party elects to subsequently reject such shipment under purchase in its discretion pursuant to this Section 6.7; provided, however, that in the event the non-conformance with the Specifications is of a nature that would prevent it from being detected by Distributor through examination as described above, Distributor may reject such Product promptly upon discovery of such non-conformity, notwithstanding Distributor’s prior acceptance of the shipment 3.05(b)(iii) or the expiration of such thirty (30) day period, provided that the Rejection Notice Section 4.03 shall not be delivered later than two counted as part of Seller’s obligation to make the Minimum Monthly Quantity available for the applicable Commitment Month, and shall not be counted toward the Buyer Option Amount. (2c) Business Days following Any inspection or other action by Buyer under this Article III shall not reduce or otherwise affect Seller’s obligations under the Purchase Order, and the inspection period will restart for any Product sent as a replacement for Non-Conforming Products. (d) Subject to Section 4.03, if Buyer elects not to purchase any Non-Conforming Products that are Exclusive Strains, Seller may sell such discoveryNon-Conforming Products that are Exclusive Strains to a third party.

Acceptance, Rejection and Revocation of Acceptance. (a) Cipher Can-Xxxx shall provide a certificate of analysis and other documents as defined in (collectively, the Technical Agreement, “COA”) in such forms as the Parties shall mutually agree upon, for any Product batch delivered to Distributor CKD hereunder certifying that such Products have been Manufactured and Packaged in compliance with the Specifications, GMPs GMP and all other applicable Regulatory Requirements and with an expiry date of not less than [***] months shelf life of the Product (based on the Product specifications) from the date of shipment. Such certificate of analysis shall be included with each shipment of Product delivery to DistributorCKD (the "Specifications"). (b) Distributor CKD shall inspect or shall cause to be inspected all shipments of Product promptly upon receipt. Distributor CKD may reject any Product which does not conform to the Specifications and Can-Xxxx’x warrant(ies) expressly provided for in the Supply Agreement for the Product pursuant to the Agreement or the expiry requirements Supply Agreement at the time of receipt at DistributorCKD’s locationlocation based on CKD’s normal incoming goods inspection procedures (“Patent Defect”). Distributor CKD shall make any such rejection as a result of a Patent Defect in writing, promptly within thirty (30) days of the later of the receipt of the COA or the Product at the facility designated by CKD in the applicable Purchase Order (the “Patent Defect Stipulated Rejection Period”), to CipherCan-Xxxx, and shall indicate the reasons for such rejection (the “Rejection NoticeNotice”).Any Product not conforming to Specifications or Can-Xxxx’x warrant(ies) expressly provided for in the Supply Agreement for the Product pursuant to the Agreement or the Supply Agreement such that the non-conformance of the Product is not readily discoverable based on CKD’s normal incoming-goods inspections (“Latent Defect”) shall be claimed by CKD to Can-Xxxx along with a Rejection Notice promptly upon its discovery by CKD, but in no event later than the end of the shelf life of such Product set forth under (a) above (the “Latent Defect Stipulated Rejection Period,” and together with the Patent Defect Stipulated Rejection Period, the “Stipulated Rejection Period”). (c) If Distributor CKD has not delivered a Rejection Notice within thirty (30) days after receipt of the shipment of Product at the facility designated by Distributor in the purchase orderStipulated Rejection Period, Distributor CKD shall be deemed to have accepted that shipment of Product. Once Distributor CKD has accepted or has been deemed to have accepted a shipment of Product, Distributor shall have no claim or recourse against Cipher relating to such Product under this Section 6.7 with respect to any non-conformance to the Specifications which should have been detected by Distributor through an examination of the Product in accordance with the GMP obligations of a Distributor of the Product, and Distributor CKD may not exercise any rights to subsequently reject such shipment under this Section 6.7; provided, however, that in the event the non-conformance with the Specifications is of a nature that would prevent it from being detected by Distributor through examination as described above, Distributor may reject such Product promptly upon discovery of such non-conformity, notwithstanding Distributor’s prior acceptance of the shipment or the expiration of such thirty (30) day period, provided that the Rejection Notice shall not be delivered later than two (2) Business Days following such discovery.Exhibit C.

Acceptance, Rejection and Revocation of Acceptance. (a) Cipher shall provide a certificate If this Contract is for the supply of analysis and other documents as defined in the Technical Agreementgoods, in such forms as the Parties shall agree upon, for any Product batch delivered to Distributor hereunder certifying that such Products have been Manufactured and Packaged in compliance with the Specifications, GMPs and all other applicable Regulatory Requirements and with an expiry date of not less than [***] months from the date of shipment. Such certificate of analysis shall be included with each shipment of Product to Distributor. (b) Distributor shall inspect or shall cause to be inspected all shipments of Product promptly upon receipt. Distributor may reject any Product which does not conform to the Specifications or the expiry requirements at the time of receipt at Distributor’s location. Distributor shall make any such rejection in writing, promptly to Cipher, and shall indicate the reasons for such rejection (the “Rejection Notice”). (c) If Distributor has not delivered a Rejection Notice within thirty (30) days after receipt of the shipment of Product at the facility designated by Distributor in the purchase order, Distributor then WRTD shall be deemed to have accepted goods only after the goods have been delivered by Contractor, and WRTD has had a reasonable opportunity after delivery to inspect the goods. Prior to acceptance, WRTD may reject any goods that shipment fail to conform to the requirements of Productthis Contract. Once Distributor WRTD may revoke its acceptance of goods that fail to conform to this Contract if the failure to conform was not reasonably discoverable by ordinary pre-acceptance inspection or evaluation. Acceptance may be revoked under this Paragraph even if WRTD has accepted started using the goods before discovering that they do not conform to the contract. Upon request by WRTD, Contractor shall replace or repair to WRTD's satisfaction any goods that have been rejected by WRTD or the acceptance of which has been deemed to have accepted a shipment of Product, Distributor shall have no claim or recourse against Cipher relating to such Product revoked by WRTD under this Section 6.7 with respect Paragraph. Failure to any non-conformance replace or repair those goods within a reasonable time after WRTD's request shall be a material breach of this Contract. WRTD has the right to inspect and test all goods/services called for under the contract, to the Specifications which should have been detected by Distributor through an examination extent practicable, at all times and places during the term of the Product contract. WRTD shall perform inspections and tests in accordance with a manner that will not unduly delay the GMP obligations of a Distributor work. If any of the Productgoods or services do not conform with contract requirements, and Distributor WRTD may not exercise any rights require the Contractor to subsequently reject such shipment under this Section 6.7; providedreplace the goods or perform the services again in conformity with contract requirements, however, that at no increase in contract amount. When the event the non-conformance with the Specifications is of a nature that would prevent it from being detected by Distributor through examination as described above, Distributor may reject such Product promptly upon discovery of such non-conformity, notwithstanding Distributor’s prior acceptance of the shipment defects in goods or the expiration of such thirty (30) day period, provided that the Rejection Notice shall services cannot be delivered later than two corrected by re-performance, WRTD may (1) require the Contractor to take necessary action to ensure that future performance conforms to contract requirements and (2) Business Days following such discoveryreduce the contract price to reflect the reduced value of the goods/services performed. If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, WRTD may (1) by contract or otherwise, perform the services and charge to the Contractor any cost incurred by WRTD or (2) terminate the contract for default.

Acceptance, Rejection and Revocation of Acceptance. (a) Cipher Can-Xxxx shall provide a certificate of analysis and other documents as defined in (collectively, the Technical Agreement, “COA”) in such forms as the Parties shall mutually agree upon, for any Supplied Product batch delivered to Distributor hereunder certifying that such Supplied Products have been Manufactured and Packaged in compliance with the Specifications, GMPs and all other applicable Regulatory Requirements and with an expiry date of not less than [***] thirty (30) months from the date of shipment. Such certificate of analysis shall be included with each shipment of Product to Distributor. (b) Distributor shall inspect or shall cause to be inspected all shipments of Supplied Product promptly upon receipt. Distributor may reject any Supplied Product which does not conform to the Specifications or the expiry requirements at the time of receipt at Distributor’s location. Distributor shall make any such rejection in writing, promptly within thirty (30) days of the later of the receipt of the COA or the Supplied Product at the facility designated by Distributor in the applicable Purchase Order (the “Stipulated Rejection Period”), to CipherCan-Xxxx, and shall indicate the reasons for such rejection (the “Rejection Notice”). (c) If Distributor has not delivered a Rejection Notice within thirty (30) days after receipt of the shipment of Product at the facility designated by Distributor in the purchase orderStipulated Rejection Period, Distributor shall be deemed to have accepted that shipment of Supplied Product. Once Distributor has accepted or has been deemed to have accepted a shipment of Supplied Product, Distributor shall have no claim or recourse against Cipher relating to such Product under this Section 6.7 and except with respect to any non-conformance to the Specifications which should have been detected Latent Defects discovered by Distributor through an examination or Distributor’s customers after the expiration of the Product in accordance with the GMP obligations of a Distributor of the ProductStipulated Rejection Period, and Distributor may not exercise any rights to subsequently reject such shipment under this Section 6.7; provided, however, that in the event the non-conformance with the Specifications is of a nature that would prevent it from being detected by Distributor through examination as described above, Distributor may reject such Product promptly upon discovery of such non-conformity, notwithstanding Distributor’s prior acceptance of the shipment or the expiration of such thirty (30) day period, provided that the Rejection Notice shall not be delivered later than two (2) Business Days following such discovery6.5.