Common use of Rejection Procedures Clause in Contracts

Rejection Procedures. (a) After Cipher receives the Rejection Notice, it will evaluate process issues and the reasons given by Distributor for the Rejection. Cipher shall use good faith efforts to promptly notify Distributor whether it agrees with the basis for Distributor’s rejection, but in no event shall such notice be given later than thirty (30) days of Cipher’s receipt of a Rejection Notice, provided that if Cipher wishes to Test the Product, notice shall be given not later than ninety (90) days of Cipher’s receipt of a Rejection Notice. If Cipher does not so notify Distributor within thirty (30) or ninety (90) days, as applicable, of receipt of the Rejection Notice as to whether it agrees with the basis of Distributor’s rejection, Cipher shall be deemed to be in agreement therewith. (b) If Cipher agrees with or is deemed to agree with the basis for Distributor’s rejection, Cipher shall promptly replace, at no cost to Distributor, such rejected Product. (c) If Cipher disagrees with the basis for Distributor’s rejection specified in the Rejection Notice, Cipher shall promptly replace such rejected Product. No payment shall be due with respect to the replacement Product until it is determined which Party shall bear the burden of such cost hereunder. The Parties shall submit samples of the rejected Product to a mutually acceptable Third Party laboratory, which shall determine whether such Product meets the Specifications and, as part of this process, may also carry out a full investigation of the Manufacturing process including, as necessary, the Approved Manufacturing Site) for such Product if it reasonably believes such an investigation is necessary to resolve the disagreement. The Parties agree that the determination of the Third Party laboratory, after it has assessed the retention samples and following any full investigation of the Manufacturing process it conducts, shall be final and determinative. If the Third Party laboratory determines that the retained samples meet the Specifications, the rejection by Distributor is deemed to be unjustified, and Distributor shall reimburse Cipher for any Product-related costs or testing undertaken by Ciphcr internally and shall promptly pay Cipher for any replacement Product. If the Third Party laboratory determines that the relevant shipment of Product does not meet the Specifications, Cipher shall not invoice Distributor for the replacement Product. The Party against whom the Third Party laboratory rules shall also bear the fees charged by the Third Party laboratory in connection with resolution of the disagreement, including all costs of investigating the Manufacturing process. (d) At Cipher’s election and upon authorization from Cipher, Distributor shall destroy the rejected Product promptly and provide Cipher with certification of such destruction unless Cipher elects to have the Product returned, in which event Distributor shall cooperate in arranging such return. If Cipher agrees with the basis for Distributor’s rejection or if the Third Party laboratory rules against Cipher, Cipher shall pay the cost of destroying or returning the Product. In all other cases, Distributor shall bear such costs. (e) Notwithstanding any of the other provisions in this Agreement, Distributor agrees that the remedies set forth in this Section 6.8 are Distributor’s sole and exclusive remedies with respect to claims relating to Product that Distributor has rejected.

Rejection Procedures. (a) After Cipher CytoDyn receives the Rejection Notice, it will evaluate process issues and the reasons given by Distributor American Regent for the Rejectionrejection. Cipher CytoDyn shall use good faith efforts Commercially Reasonable Efforts to promptly notify Distributor American Regent whether it agrees with the basis for DistributorAmerican Regent’s rejection, but in no event shall such notice be given later than thirty (30) days of Cipher’s receipt of a Rejection Notice, provided that if Cipher wishes to Test the Product, notice shall be given not later than ninety (90) days of CipherCytoDyn’s receipt of a Rejection Notice. If Cipher CytoDyn does not so notify Distributor American Regent within thirty (30) or ninety (90) days, as applicable, days of receipt of the Rejection Notice as to whether it agrees with the basis of DistributorAmerican Regent’s rejection, Cipher CytoDyn shall be deemed to be in agreement therewith. (b) If Cipher CytoDyn agrees with or is deemed to agree with the basis for DistributorAmerican Regent’s rejection, Cipher CytoDyn shall use Commercially Reasonable Efforts to promptly replace, at no cost to DistributorAmerican Regent, such rejected Product. (c) If Cipher CytoDyn disagrees with the basis for DistributorAmerican Regent’s rejection specified in the Rejection Notice, Cipher : (i) CytoDyn shall use Commercially Reasonable Efforts to promptly replace such rejected Product. No ; (ii) no payment shall be due with respect to the replacement Product until it is determined which Party shall bear the burden of such cost hereunder. The ; and (iii) the Parties shall submit samples of the rejected Product to a mutually acceptable Third Party laboratory, which shall determine whether such Product meets the Specifications and, as part of this process, may also carry out a full investigation of the Manufacturing process including, as necessary, the Approved Manufacturing Site) for such Product if it the Third Party laboratory reasonably believes such an investigation is necessary to resolve the disagreement. The Parties agree that the determination of the Third Third-Party laboratory, after it has assessed the retention samples and following any full investigation of the Manufacturing process it conducts, shall be final and determinative. If the Third Third-Party laboratory determines that the retained samples meet the Specifications, the rejection by Distributor American Regent is deemed to be unjustified, and Distributor shall reimburse Cipher for any Product-related costs or testing undertaken by Ciphcr internally and American Regent shall promptly pay Cipher CytoDyn for any replacement Product and, if the Product can no longer be distributed, Transfer Price on the rejected Product. If the Third Third-Party laboratory determines that the relevant shipment of Product does not meet the Specifications, Cipher CytoDyn shall not invoice Distributor American Regent for the replacement Product. The Party against whom the Third Third-Party laboratory rules shall also bear the fees charged by the Third Party laboratory in connection with resolution of the disagreement, including all out-of-pocket costs of investigating the Manufacturing process. (d) At CipherCytoDyn’s election and upon authorization from CipherCytoDyn, Distributor American Regent shall destroy the rejected Product promptly and provide Cipher CytoDyn with certification of such destruction unless Cipher CytoDyn elects to have the Product returned, in which event Distributor American Regent shall cooperate in arranging such return. If Cipher agrees with The party against who the basis for Distributor’s rejection or if the Third Third-Party laboratory rules against Cipher, Cipher shall pay the cost of destroying or returning the Product. In all other cases, Distributor shall bear such costs. (e) Notwithstanding any of the other provisions in this AgreementAgreement and without limiting any other provision herein, Distributor American Regent agrees that the remedies set forth in this Section 6.8 are DistributorAmerican Regent’s sole and exclusive remedies with respect to claims relating to Product that Distributor has rejectedthe rejection of Product.

Rejection Procedures. (a) After Cipher receives To reject a Broadcom Product, NLS shall, within the Rejection NoticePeriod, it will evaluate process issues notify Broadcom in writing of its rejection and request a Material Return Authorization ("MRA") number. Broadcom shall use its reasonable best efforts to provide the reasons given MRA number in writing to NLS within ten (10) days following the receipt of such request; provided, however, that if the quantity rejected by Distributor NLS is greater than ten (10) pieces, Broadcom shall have the right, prior to issuing an MRA number for the Rejection. Cipher shall use good faith efforts full quantity, to promptly notify Distributor whether it agrees request that a sample of the defective Broadcom Product be returned with the basis for Distributor’s rejectioninitial MRA. In such case, subject to Broadcom's verification of the initial MRA samples, but in no event shall such notice be given later than ten (10) days following the return of such samples, Broadcom shall notify NLS in writing of the disposition of the full quantity; provided, however, that in the event such samples are returned by NLS as part of actual NLS product units, Broadcom shall have up to thirty (30) days to notify NLS in writing of Cipher’s receipt the disposition of the full quantity. If such full quantity is deemed defective, Broadcom shall then issue a Rejection Notice, provided that if Cipher wishes to Test the Product, notice subsequent MRA which shall be given not later than ninety cover such full quantity. Within ten (9010) days of Cipher’s receipt of a Rejection Notice. If Cipher does not so notify Distributor within thirty (30) or ninety (90) days, as applicable, of after receipt of the Rejection Notice as written MRA number, NLS shall return to whether it agrees Broadcom the rejected Broadcom Product, freight prepaid, with the basis MRA number displayed on the outside of Distributor’s rejectionthe carton. NLS shall have the right to debit the purchase price of rejected Broadcom Products from its accounts payable to Broadcom immediately upon receipt of the MRA number with respect to such rejected Broadcom Products. In this regard, Cipher the MRA number issued by Broadcom with respect to samples of rejected Broadcom Products which are part of larger quantity of rejected Broadcom Products shall be deemed considered distinct from the MRA number for such full quantity of rejected Broadcom Products. In addition, with respect to be in agreement therewith. rejected quantities greater than ten (b10) If Cipher agrees with or is deemed to agree with pieces for which Broadcom has issued NLS an MRA number and for which NLS has taken a debit, Broadcom shall reserve the basis for Distributor’s rejection, Cipher shall promptly replaceright, at no cost its sole option, to Distributor, such rejected Product. (c) If Cipher disagrees with the basis for Distributor’s rejection specified in the Rejection Notice, Cipher shall promptly repair or replace such rejected Product. No payment shall be due with respect to the replacement Product until it is determined which Party shall bear the burden of such cost hereunder. The Parties shall submit samples of the rejected Product to a mutually acceptable Third Party laboratory, which shall determine whether such Product meets the Specifications quantities and, as part of this processthereafter, may also carry out a full investigation of the Manufacturing process including, as necessary, the Approved Manufacturing Site) for to sell such Product if it reasonably believes such an investigation is necessary quantities back to resolve the disagreementNLS. The Parties agree Provided that the determination of the Third Party laboratory, after it Broadcom has assessed the retention samples and following any full investigation of the Manufacturing process it conducts, shall be final and determinative. If the Third Party laboratory determines that the retained samples meet the Specifications, the rejection by Distributor is deemed to be unjustified, and Distributor shall reimburse Cipher for any Product-related costs or testing undertaken by Ciphcr internally and shall promptly pay Cipher for any replacement Product. If the Third Party laboratory determines that the relevant shipment of Product does not meet the Specifications, Cipher shall not invoice Distributor for the replacement Product. The Party against whom the Third Party laboratory rules shall also bear the fees charged by the Third Party laboratory in connection complied with resolution of the disagreement, including all costs of investigating the Manufacturing process. (d) At Cipher’s election and upon authorization from Cipher, Distributor shall destroy the rejected Product promptly and provide Cipher with certification of such destruction unless Cipher elects to have the Product returned, in which event Distributor shall cooperate in arranging such return. If Cipher agrees with the basis for Distributor’s rejection or if the Third Party laboratory rules against Cipher, Cipher shall pay the cost of destroying or returning the Product. In all other cases, Distributor shall bear such costs. (e) Notwithstanding any of the other provisions in this Agreement, Distributor agrees that the remedies set forth its obligations in this Section 6.8 are Distributor’s sole and exclusive remedies with respect (k), Broadcom reserves the right to claims relating refuse to Product accept any rejected Broadcom Products that Distributor has rejecteddo not bear an MRA number on the outside of the carton.

Rejection Procedures. (a) After Cipher Vertical receives the Rejection Notice, it will evaluate process issues and the reasons given by Sub-Distributor for the Rejection. Cipher Vertical shall use good faith efforts to promptly notify Sub-Distributor whether it agrees with the basis for Sub-Distributor’s rejection, but in no event shall such notice be given later than thirty (30) days of CipherVertical’s receipt of a Rejection Notice, provided that if Cipher Notice (unless Vertical wishes to re-Test the rejected Product, notice shall be given not later than ninety (90) days of Cipher’s receipt of a Rejection Notice). If Cipher Vertical does not so notify Sub-Distributor within thirty (30) or ninety (90) days, as applicable, days of receipt of the Rejection Notice as to whether it agrees with the basis of Sub-Distributor’s rejection, Cipher Vertical shall be deemed to be in agreement therewith. (b) If Cipher Vertical agrees with or is deemed to agree with the basis for Sub-Distributor’s rejection, Cipher Vertical shall promptly replace, at no cost to Sub-Distributor, such rejected Product. (c) If Cipher Vertical disagrees with the basis for Sub-Distributor’s rejection specified in the Rejection Notice, Cipher Vertical shall promptly replace such rejected Product. No payment shall be due with respect to the replacement Product until it is determined which Party shall bear the burden of such cost hereunder. The Parties shall submit samples of the rejected Product to a mutually acceptable Third Party laboratory, which shall determine whether such Product meets the Specifications and, as part of this process, may also carry out a full investigation of the Manufacturing process (including, as necessary, the Approved Manufacturing SiteManufacturer’s facility) for such Product if it reasonably believes such an investigation is necessary to resolve the disagreement. The Parties agree that the determination of the Third Party laboratory, after it has assessed the retention samples and following any full investigation of the Manufacturing process it conducts, shall be final and determinative. If the Third Party laboratory determines that the retained samples meet the Specifications, the rejection by Sub-Distributor is deemed to be unjustified, and Sub-Distributor shall reimburse Cipher Vertical for any Product-related costs or testing undertaken by Ciphcr Vertical internally (at no more than its standard rates) and shall promptly pay Cipher Vertical for any replacement Product. If the Third Party laboratory determines that the relevant shipment of Product does not meet the Specifications, Cipher Vertical shall not invoice Sub-Distributor for the replacement Product. The Party against whom the Third Party laboratory rules shall also bear the fees charged by the Third Party laboratory in connection with resolution of the disagreement, including all costs of investigating the Manufacturing process. (d) At CipherVertical’s election and upon authorization from CipherVertical, Sub-Distributor shall destroy the rejected Product promptly and provide Cipher Vertical with certification of such destruction unless Cipher Vertical elects to have the Product returned, in which event Sub-Distributor shall cooperate in arranging such return. If Cipher Vertical agrees with the basis for Sub-Distributor’s rejection or if the Third Party laboratory rules against CipherVertical, Cipher Vertical shall pay the cost of destroying or returning the Product. In all other cases, Sub-Distributor shall bear such costs. (e) Notwithstanding any of the other provisions in this Agreement, Distributor agrees that and for the remedies avoidance of doubt, nothing herein (including without limitation Sections 4.8 and 4.9) shall be construed as shorting, adversely affecting or otherwise limiting any applicable Product warranties set forth in this Section 6.8 are Distributor’s sole and exclusive 4.5 or any indemnification rights of Sub- Distributor under Article 10 or any other remedies with respect to claims relating to Product that available to Sub-Distributor has rejectedunder Applicable Law or otherwise.

Rejection Procedures. (a) 2.5.1. After Cipher CytoDyn receives the Rejection Notice, it will evaluate process issues and the reasons given by Distributor CPC for the Rejectionrejection. Cipher CytoDyn shall use good faith commercially reasonable efforts to promptly notify Distributor CPC whether it agrees with the basis for DistributorCPC’s rejection, but in no event shall such notice be given later than thirty (30) days of Cipher’s receipt of a Rejection Notice, provided that if Cipher wishes to Test the Product, notice shall be given not later than ninety (90) days of Cipher’s receipt of a Rejection Notice. If Cipher does not so notify Distributor within thirty (30) or ninety (90) days, as applicable, of receipt of the Rejection Notice as to whether it CytoDyn agrees with the basis of Distributorfor CPC’s rejection, Cipher CytoDyn shall be deemed use commercially reasonable efforts to be in agreement therewith. (b) If Cipher agrees with or is deemed to agree with the basis for Distributor’s rejection, Cipher shall promptly replace, at no cost to DistributorCPC, such rejected Product. (c) 2.5.2. If Cipher CytoDyn disagrees with the basis for DistributorCPC’s rejection specified in the Rejection Notice, Cipher : (i) CytoDyn shall use commercially reasonable efforts to promptly replace such rejected Product. No payment shall be due with respect to ; and (ii) the replacement Product until it is determined which Party shall bear the burden of such cost hereunder. The Parties shall submit samples of the rejected Product to a mutually acceptable Third Party third party laboratory, which shall determine whether such Product meets the Specifications and, as part of this process, may also carry out a full investigation of the Manufacturing process including, as necessary, the Approved Manufacturing Site) for such Product if it reasonably believes such an investigation is necessary to resolve the disagreementSpecifications. The Parties agree that the determination of the Third Party laboratory, after it has assessed the retention samples and following any full investigation of the Manufacturing process it conducts, third-party laboratory shall be final and determinative. If the Third Party third-party laboratory determines that the retained samples meet rejected shipment meets the Specifications, the rejection by Distributor CPC is deemed to be unjustified, and Distributor shall reimburse Cipher for any Product-related costs or testing undertaken by Ciphcr internally and CPC shall promptly pay Cipher CytoDyn for any replacement Product and, if the Product can no longer be distributed, Purchase Price on the unjustifiably rejected Product. If the Third Party third-party laboratory determines that the relevant rejected shipment of Product does not meet the Specifications, Cipher CytoDyn shall not invoice Distributor CPC for the replacement Product. The Party against whom the Third Party third-party laboratory rules shall also bear the fees charged by the Third Party laboratory in connection with resolution of the disagreement, including all costs of investigating the Manufacturing process.. ​ (d) At Cipher’s election and upon authorization from Cipher, Distributor shall destroy the rejected Product promptly and provide Cipher with certification of such destruction unless Cipher elects to have the Product returned, in which event Distributor shall cooperate in arranging such return2.5.3. If Cipher agrees with the basis for Distributor’s rejection or if the Third Party laboratory rules against Cipher, Cipher shall pay the cost of destroying or returning the Product. In all other cases, Distributor shall bear such costs. (e) Notwithstanding any of the other provisions in this AgreementAgreement and without limiting any other provision herein, Distributor CPC agrees that the remedies set forth in this Section 6.8 2.5 are DistributorCPC’s sole and exclusive remedies with respect to claims relating to Product that Distributor has rejectedthe rejection of Product.

Rejection Procedures. (a) After Cipher receives the Rejection Noticenotice of rejection is received by Anesta, it shall cooperate with Elan in determining whether rejection is necessary or justified. Anesta will evaluate process issues and other reasons for such non-compliance of the reasons given by Distributor for the RejectionOT-fentanyl Products with Specifications. Cipher Anesta shall use good faith efforts to notify Elan as promptly notify Distributor as reasonably possible whether it agrees with the basis for Distributor’s accepts Elan's rejection, but in no event shall such notice be given later than thirty (30) days of Cipher’s receipt of a Rejection Notice, provided that if Cipher wishes to Test the Product, notice shall be given not later than ninety (90) days of Cipher’s receipt of a Rejection Notice. If Cipher does not so notify Distributor within thirty (30) or ninety (90) days, as applicable, of receipt of the Rejection Notice as to whether it agrees with the basis of Distributor’s rejection, Cipher shall be deemed to be in agreement therewith. (b) If Cipher agrees with or is deemed to agree with the basis for Distributor’s Anesta accepts Elan's rejection, Cipher Anesta shall use reasonable and timely efforts to promptly replacereplace or correct, at no cost to DistributorAnesta's option, such rejected ProductOT-fentanyl Products at Anesta"s cost, or, with both Parties" written approval, to, at Elan's option, either credit Elan's account in an amount equal to the purchase price of the rejected OT-fentanyl Products, or refund that sum to Elan at Elan's sole discretion together with any direct costs of destruction of the relevant Products or transporting them back to Anesta. (c) If Cipher Anesta disagrees with Elan's rejection, the basis for Distributor’s rejection specified in the Rejection Notice, Cipher shall promptly replace such rejected Product. No payment shall be due with respect to the replacement Product until it is determined which Party shall bear the burden of such cost hereunder. The Parties shall submit samples of the rejected Product OT-fentanyl Products and the samples of the corresponding batch retained by Anesta to a mutually acceptable Third Party laboratory, which shall determine whether such Product OT-fentanyl Products meets the Specifications and, as part of this process, may will also carry out a full investigation of the Manufacturing manufacturing process including, as necessary, the Approved Manufacturing Site) for such Product OT-fentanyl Products if it reasonably believes such an investigation is necessary to resolve the disagreementappropriate. The Parties agree that the determination of the Third Party laboratory, after it has assessed the retention samples and following any full investigation of the Manufacturing manufacturing process it conducts, shall be final and determinative. If the Third Party laboratory determines that the retained samples meet meets the Specifications, the rejection by Distributor Elan is deemed to be unjustified, and Distributor Elan shall reimburse Cipher pay the full invoice price for any Productthe shipment which contained the OT-related costs or testing undertaken by Ciphcr internally and shall promptly pay Cipher for any replacement Productfentanyl Products subject to the dispute. If the Third Party laboratory determines that the relevant shipment of Product OT-fentanyl Products does not meet the Specifications, Cipher the Parties shall not invoice Distributor for the replacement Productproceed as provided in Section 5.8(b). The Party against whom the Third Party laboratory tester rules shall also bear the fees charged by reasonable costs of the Third Party laboratory in connection with resolution of the disagreementtesting, including without limitation all costs of investigating the Manufacturing manufacturing process. (d) At Cipher’s Anesta's election and upon authorization from CipherAnesta and at Anesta's cost, Distributor to do so, Elan shall (i) destroy the rejected Product OT-fentanyl Products promptly at Anesta's cost and provide Cipher Anesta with certification of such destruction unless Cipher elects or (ii) return such OT-fentanyl Products to have the Product returnedAnesta at Anesta's request, in which event Distributor shall cooperate in arranging provided that such return. If Cipher agrees with the basis for Distributor’s rejection return is permissible by applicable law or if the Third Party laboratory rules against Cipher, Cipher shall pay the cost of destroying or returning the Product. In all other cases, Distributor shall bear such costsregulations. (e) Notwithstanding any of the other provisions in this Agreement, Distributor agrees that the The remedies set forth in this Section 6.8 5.8(b) are Distributor’s Elan's sole and exclusive remedies with respect to claims relating to Product that Distributor has rejectedOT-fentanyl Products which do not met Specifications when delivered by Anesta. Notwithstanding, nothing in this Section 5.8(e) shall limit Elan"s rights to indemnification pursuant to Section 11.2 or prejudice Elan"s rights under Section 5.1(b).

Rejection Procedures. (a) After Cipher Can-Xxxx receives the Rejection Notice, it will evaluate process issues and the reasons given by Distributor CKD for the Rejection. Cipher Can-Xxxx shall use good faith efforts to promptly notify Distributor CKD whether it agrees with the basis for DistributorCKD’s rejection, but in no event shall such notice be given later than thirty (30) days of Cipher’s receipt of a Rejection Notice, provided that if Cipher wishes to Test the Product, notice shall be given not later than ninety (90) days of Cipher’s Can-Xxxx’x receipt of a Rejection Notice. If Cipher Can-Xxxx does not so notify Distributor CKD within thirty (30) or ninety (90) days, as applicable, days of receipt of the Rejection Notice as to whether it agrees with the basis of DistributorCKD’s rejection, Cipher Can-Xxxx shall be deemed to be in agreement therewith. (b) If Cipher Can-Xxxx agrees with or is deemed to agree with the basis for DistributorCKD’s rejection, Cipher Can-Xxxx shall promptly replace, at no cost to Distributorthe CKD, such rejected Product. In the event that Can-Xxxx is unable to replace such Product within four (4) months of such rejection, then Can-Xxxx shall refund CKD of any payments received by Can-Xxxx for such non-conforming portion of the Product shipment upon CKD’s request. (c) If Cipher Can-Xxxx disagrees with the basis for DistributorCKD’s rejection specified in the Rejection Notice, Cipher Can-Xxxx shall promptly replace such rejected Product. No payment shall be due with respect to the replacement Product until it is determined which Party shall bear the burden of such cost hereunder. The Parties shall submit samples of the rejected Product to a mutually acceptable third party laboratory selected jointly by the Parties for the purpose of adjudicating between them on the matters in disagreement under this Exhibit C(the "Third Party laboratoryLaboratory"), which shall determine whether such Product meets the Specifications and, as part of this process, may also carry out a full investigation of the Manufacturing process including, as necessary, the Approved Manufacturing Site) for such Product if it reasonably believes such an investigation is necessary to resolve the disagreement. The Parties agree that the determination of the Third Party laboratoryLaboratory, after it has assessed the retention samples and following any full investigation of the Manufacturing process it conducts, shall be final and determinative. If the Third Party laboratory Laboratory determines that the retained samples meet the Specifications, the rejection by Distributor CKD is deemed to be unjustified, and Distributor shall reimburse Cipher for any Product-related costs or testing undertaken by Ciphcr internally and CKD shall promptly pay Cipher Can-Xxxx for any replacement Product. If the Third Party laboratory Laboratory determines that the relevant shipment of Product does not meet the Specifications, Cipher Can-Xxxx shall not invoice Distributor CKD for the replacement Product. The Party against whom the Third Party laboratory Laboratory rules shall also bear the fees charged by the Third Party laboratory Laboratory in connection with resolution of the disagreement, including all out-of-pocket costs of investigating the Manufacturing process. (d) At Cipher’s Can-Xxxx’x election and upon authorization from CipherCan-Xxxx, Distributor CKD shall destroy the rejected Product promptly and provide Cipher Can-Xxxx with certification of such destruction unless Cipher Can-Xxxx elects to have the Product returned, in which event Distributor CKD shall cooperate in arranging such return. If Cipher Can-Xxxx agrees with the basis for DistributorCKD’s rejection or if the Third Party laboratory Laboratory rules against CipherCan-Xxxx, Cipher Can-Xxxx shall pay the cost of destroying or returning the Product. In all other cases, Distributor CKD shall bear such costs. (e) Notwithstanding any of the other provisions in this AgreementAgreement and without limiting any other provision herein, Distributor CKD agrees that the remedies set forth in this Section 6.8 Exhibit C are DistributorCKD’s sole and exclusive remedies with respect to claims relating to Product that Distributor has rejectedthe rejection of Product.

Rejection Procedures. (a) After Cipher receives To reject a Supplier Product, Customer shall, within the Rejection NoticePeriod, it will evaluate process issues notify Supplier in writing of its rejection and request a Material Return Authorization ("MRA") number. Supplier shall use its reasonable best efforts to provide the reasons given MRA number in writing to Customer within ten (10) days following the receipt of such request; provided, however, that if the quantity rejected by Distributor Customer is greater than ten (10) pieces, Supplier shall have the right, prior to issuing an MRA number for the Rejectionfull quantity, to ---------- * Confidential treatment has been requested for the bracketed portions. Cipher shall use good faith efforts to promptly notify Distributor whether it agrees The confidential redacted portion has been omitted and filed separately with the basis for Distributor’s rejectionSecurities and Exchange Commission. request that a sample of the defective Supplier Product be returned with the initial MRA. In such case, subject to Supplier's verification of the initial MRA samples, but in no event shall such notice be given later than ten (10) days following the return of such samples, Supplier shall notify Customer in writing of the disposition of the full quantity; provided, however, that in the event such samples are returned by Customer as part of actual Customer product units, Supplier shall have up to thirty (30) days to notify Customer in writing of Cipher’s receipt the disposition of the full quantity. If such full quantity is deemed defective, Supplier shall then issue a Rejection Notice, provided that if Cipher wishes to Test the Product, notice subsequent MRA which shall be given not later than ninety cover such full quantity. Within ten (9010) days of Cipher’s receipt of a Rejection Notice. If Cipher does not so notify Distributor within thirty (30) or ninety (90) days, as applicable, of after receipt of the Rejection Notice as written MRA number, Customer shall return to whether it agrees Supplier the rejected Supplier Product, freight prepaid, with the basis MRA number displayed on the outside of Distributor’s rejectionthe carton. Customer shall have the right to debit the purchase price of rejected Supplier Products from its accounts payable to Supplier immediately upon receipt of the MRA number with respect to such rejected Supplier Products. In this regard, Cipher the MRA number issued by Supplier with respect to samples of rejected Supplier Products which are part of larger quantity of rejected Supplier Products shall be deemed considered distinct from the MRA number for such full quantity of rejected Supplier Products. In addition, with respect to be in agreement therewith. rejected quantities greater than ten (b10) If Cipher agrees with or is deemed to agree with pieces for which Supplier has issued Customer an MRA number and for which Customer has taken a debit, Supplier shall reserve the basis for Distributor’s rejection, Cipher shall promptly replaceright, at no cost its sole option, to Distributor, such rejected Product. (c) If Cipher disagrees with the basis for Distributor’s rejection specified in the Rejection Notice, Cipher shall promptly repair or replace such rejected Product. No payment shall be due with respect to the replacement Product until it is determined which Party shall bear the burden of such cost hereunder. The Parties shall submit samples of the rejected Product to a mutually acceptable Third Party laboratory, which shall determine whether such Product meets the Specifications quantities and, as part of this processthereafter, may also carry out a full investigation of the Manufacturing process including, as necessary, the Approved Manufacturing Site) for to sell such Product if it reasonably believes such an investigation is necessary quantities back to resolve the disagreementCustomer. The Parties agree Provided that the determination of the Third Party laboratory, after it Supplier has assessed the retention samples and following any full investigation of the Manufacturing process it conducts, shall be final and determinative. If the Third Party laboratory determines that the retained samples meet the Specifications, the rejection by Distributor is deemed to be unjustified, and Distributor shall reimburse Cipher for any Product-related costs or testing undertaken by Ciphcr internally and shall promptly pay Cipher for any replacement Product. If the Third Party laboratory determines that the relevant shipment of Product does not meet the Specifications, Cipher shall not invoice Distributor for the replacement Product. The Party against whom the Third Party laboratory rules shall also bear the fees charged by the Third Party laboratory in connection complied with resolution of the disagreement, including all costs of investigating the Manufacturing process. (d) At Cipher’s election and upon authorization from Cipher, Distributor shall destroy the rejected Product promptly and provide Cipher with certification of such destruction unless Cipher elects to have the Product returned, in which event Distributor shall cooperate in arranging such return. If Cipher agrees with the basis for Distributor’s rejection or if the Third Party laboratory rules against Cipher, Cipher shall pay the cost of destroying or returning the Product. In all other cases, Distributor shall bear such costs. (e) Notwithstanding any of the other provisions in this Agreement, Distributor agrees that the remedies set forth its obligations in this Section 6.8 are Distributor’s sole and exclusive remedies with respect (k), Supplier reserves the right to claims relating refuse to Product accept any rejected Supplier Products that Distributor has rejecteddo not bear an MRA number on the outside of the carton.

Rejection Procedures. (a) After Cipher receives the Rejection NoticeA. If product is determined to be defective, damaged, and/or compromised in any other manner, it will evaluate process issues and may be rejected by the reasons given by Distributor for Government’s authorized receiving official. B. Product found to be non-conforming or damaged, or otherwise suspect, the Rejection. Cipher Government’s authorized receiving official shall use good faith efforts reject the item and/or determine the course of action to promptly notify Distributor whether it agrees be taken with the basis for Distributorproduct in question. The final decision to accept or reject the product is to be made by the Government’s rejectionauthorized receiving official. C. In the event an item is rejected, but in no event shall such notice be given later than thirty (30) days of Cipher’s receipt of a Rejection Notice, provided that if Cipher wishes to Test the Product, notice delivery ticket/invoice shall be given not later than ninety (90annotated as to the item(s) days of Cipher’s receipt of a Rejection Noticerejected. If Cipher does not so notify Distributor within thirty (30) or ninety (90) days, as applicable, of receipt These items shall then be deducted from the delivery ticket/invoice. The invoice total must be adjusted to reflect the correct dollar value of the Rejection Notice as to whether it agrees with shipment. Replacements may be authorized based on the basis customer’s needs. To the greatest extent possible, on an as-needed, emergency basis, same day re-delivery of Distributor’s rejection, Cipher items that were previously rejected shall be deemed to made, so that the customer’s food service requirements do not go unfulfilled for that day. The re-delivered items will be in agreement therewithdelivered under a separate invoice utilizing a new order. These re- deliveries will not constitute an emergency, separate requirement and therefore will have no additional charges. (b) If Cipher agrees with D. In the event that a product is rejected after delivery is made, the Contractor will pick up the rejected product or is make other disposition arrangements deemed to agree with acceptable by the basis for Distributor’s rejection, Cipher shall promptly replace, at no cost to Distributor, such rejected Product. (c) If Cipher disagrees with the basis for Distributor’s rejection specified in the Rejection Notice, Cipher shall promptly replace such rejected Productcustomer. No payment shall be Credit due with respect to the replacement Product until it is determined which Party shall bear the burden of such cost hereunder. The Parties shall submit samples ordering activity as a result of the rejected Product to product being returned, will be handled through a mutually acceptable Third Party laboratory, which shall determine whether such Product meets the Specifications and, as part of this process, may also carry out a full investigation of the Manufacturing receipts adjustment process including, as necessary, the Approved Manufacturing Site) for such Product if it reasonably believes such an investigation is necessary to resolve the disagreement. The Parties agree that the determination of the Third Party laboratory, after it has assessed the retention samples and following any full investigation of the Manufacturing process it conducts, shall be final and determinativein STORES. If the Third Party laboratory determines that vendor has already been paid for the retained samples meet product, a claim will be issued through DLA TROOP SUPPORT’s financial system and the Specifications, the rejection by Distributor is deemed to be unjustified, and Distributor shall reimburse Cipher for any Product-related costs or testing undertaken by Ciphcr internally and Contractor shall promptly pay Cipher for any replacement Product. If the Third Party laboratory determines that the relevant shipment of Product does not meet the Specifications, Cipher shall not invoice Distributor for the replacement Product. The Party against whom the Third Party laboratory rules shall also bear the fees charged by the Third Party laboratory in connection with resolution of the disagreement, including all costs of investigating the Manufacturing process. (d) At Cipher’s election and upon authorization from Cipher, Distributor shall destroy the rejected Product promptly and provide Cipher with certification of such destruction unless Cipher elects to have the Product returned, in which event Distributor shall cooperate in arranging such return. If Cipher agrees with the basis for Distributor’s rejection or if the Third Party laboratory rules against Cipher, Cipher shall pay the cost of destroying or returning the Productclaimed amount. In all other cases, Distributor shall bear such costsone (1) copy of the credit memo is to be given to the customer and one (1) copy of the credit memo is to be sent to the DLA TROOP SUPPORT Contracting Officer. (e) Notwithstanding E. It is a requirement of this Contract that product shall be inspected by the Government upon receipt as promptly as practicable. However, failure to promptly inspect or accept supplies at the time of receipt shall not relieve the Contractor from responsibility, nor impose liability on any of the other provisions customers, for nonconforming supplies. When an item is rejected the vendor is to take the food back to its location. F. Supplies transported in this Agreementvehicles which are not sanitary, Distributor agrees that the remedies set forth in this Section 6.8 or which are Distributor’s sole and exclusive remedies with respect not equipped to claims relating to Product that Distributor has rejectedmaintain prescribed temperatures, may be rejected without further inspection.

Rejection Procedures. (aIf product is determined to be defective, damaged, or compromised in any other manner, it may be rejected by the receiving official. When product is found to be nonconforming or damaged or otherwise suspect, the receiving official will determine the course of action to be taken with the product in question. The final decision rests with the Food Manager of the facility. For unauthorized substitutions, Purchaser will determine whether to reject or accept, and if accepted, reserves the right to reimburse Contractor only that amount allotted for the original product ordered. In the event an item is rejected, the delivery ticket/invoice shall be annotated as to the item(s) After Cipher receives rejected. These items shall then be deducted from the Rejection Noticedelivery ticket/invoice. The invoice total must be adjusted to reflect the correct dollar value of the shipment. Replacements will be authorized based on Purchaser needs. To the greatest extent possible, on an as-needed, emergency basis, same day re-delivery of items that were previously rejected shall be made, so that food service requirements do not go unfulfilled for that day. The re-delivered items will be re-delivered under a separate invoice utilizing the same purchase order number for the discrepant line. These re-deliveries will not constitute an emergency or supplemental requirement and therefore will have no additional charges. In the event that a product is rejected after initial delivery has been made, the Contractor will pick up the rejected product. While pick up is acceptable during the next delivery date, it will evaluate process issues normally be expected to be within forty- eight (48) hours for perishable and the reasons given by Distributor for the Rejection. Cipher shall use good faith efforts to promptly notify Distributor whether it agrees with the basis for Distributor’s rejection, but in no event shall such notice be given later than within thirty (30) days of Cipher’s receipt of a Rejection Notice, provided that if Cipher wishes to Test the Product, notice shall be given not later than ninety (90) days of Cipher’s receipt of a Rejection Noticefor non-perishable goods. If Cipher does not so notify Distributor Contractor fails to pick up the rejected products within thirty (30) or ninety (90) daysthose time frames, as applicable, of receipt Purchaser reserves the right to consider them property of the Rejection Notice state and dispose of them as seen fit, with no reimbursement to whether it agrees with the basis of Distributor’s rejection, Cipher shall be deemed to be in agreement therewith. (b) If Cipher agrees with or is deemed to agree with the basis for Distributor’s rejection, Cipher shall promptly replace, at no cost to Distributor, such rejected Product. (c) If Cipher disagrees with the basis for Distributor’s rejection specified in the Rejection Notice, Cipher shall promptly replace such rejected ProductContractor. No payment shall be Credit due with respect to the replacement Product until it is determined which Party shall bear the burden of such cost hereunder. The Parties shall submit samples Purchaser as a result of the rejected Product to product being returned, will be handled through a mutually acceptable Third Party laboratory, which shall determine whether such Product meets receipts adjustment process in the Specifications and, as part of this process, may also carry out a full investigation of the Manufacturing process including, as necessary, the Approved Manufacturing Site) for such Product if it reasonably believes such an investigation is necessary to resolve the disagreement. The Parties agree that the determination of the Third Party laboratory, after it has assessed the retention samples and following any full investigation of the Manufacturing process it conducts, shall be final and determinativeordering system. If the Third Party laboratory determines that Contractor has already been paid for the retained samples meet product, a credit will be issued through the Specifications, the rejection by Distributor is deemed to be unjustified, and Distributor shall reimburse Cipher for any Product-related costs or testing undertaken by Ciphcr internally and shall promptly pay Cipher for any replacement ProductPurchaser’s financial system. If a Purchaser requires a one-to-one replacement, no additional paper work is necessary. The Contractor delivery ticket/invoice will show that product is a replacement for a rejected item. The invoice shall reference the Third Party laboratory determines that Purchase Order Number of the relevant shipment originally ordered product. In addition, a copy of Product does not meet the Specificationscredit memo from returned product must be attached to the invoice. Purchaser shall inspect product as promptly as practicable, Cipher normally within 48 hours for perishable and thirty days for non-perishable. However, failure to promptly inspect or accept supplies shall not invoice Distributor for relieve the replacement Product. The Party against whom the Third Party laboratory rules shall also bear the fees charged by the Third Party laboratory in connection with resolution of the disagreementContractor from responsibility, including all costs of investigating the Manufacturing process. (d) At Cipher’s election and upon authorization from Cipher, Distributor shall destroy the rejected Product promptly and provide Cipher with certification of such destruction unless Cipher elects to have the Product returned, in which event Distributor shall cooperate in arranging such return. If Cipher agrees with the basis for Distributor’s rejection or if the Third Party laboratory rules against Cipher, Cipher shall pay the cost of destroying or returning the Product. In all other cases, Distributor shall bear such costs. (e) Notwithstanding nor impose liability on any of the customers, for nonconforming supplies. Supplies transported in vehicles, which are not sanitary, or which are not equipped to maintain prescribed temperatures, may be rejected without further inspection. WARRANTIES The products furnished under the resultant Contract shall be covered by the most favorable commercial warranties the Contractor gives to any customer for such products, and the rights and remedies provided therein are in addition to and do not limit any rights afforded to the state by other provisions terms and conditions contained in this Agreement, Distributor agrees that the remedies set forth in this Section 6.8 are Distributor’s sole and exclusive remedies with respect to claims relating to Product that Distributor has rejectedContract.

Rejection Procedures. (a) After Cipher Can-Xxxx receives the Rejection Notice, it will evaluate process issues and the reasons given by Distributor for the Rejection. Cipher Can-Xxxx shall use good faith efforts to promptly notify Distributor whether it agrees with the basis for Distributor’s rejection, but in no event shall such notice be given later than thirty (30) days of Cipher’s receipt of a Rejection Notice, provided that if Cipher wishes to Test the Product, notice shall be given not later than ninety (90) days of Cipher’s Can-Xxxx’x receipt of a Rejection Notice. If Cipher Can-Xxxx does not so notify Distributor within thirty (30) or ninety (90) days, as applicable, days of receipt of the Rejection Notice as to whether it agrees with the basis of Distributor’s rejection, Cipher Can-Xxxx shall be deemed to be in agreement therewith. (b) If Cipher Can-Xxxx agrees with or is deemed to agree with the basis for Distributor’s rejection, Cipher Can-Xxxx shall promptly replace, at no cost to the Distributor, such rejected Supplied Product. (c) If Cipher Can-Xxxx disagrees with the basis for Distributor’s rejection specified in the Rejection Notice, Cipher Can-Xxxx shall promptly replace such rejected Supplied Product. No payment shall be due with respect to the replacement Product until it is determined which Party shall bear the burden of such cost hereunder. The Parties shall submit samples of the rejected Supplied Product to a mutually acceptable the Third Party laboratoryLaboratory, which shall determine whether such Supplied Product meets the Specifications and, as part of this process, may also carry out a full investigation of the Manufacturing process (including, as necessary, the Approved Manufacturing Site) for such Supplied Product if it reasonably believes such an investigation is necessary to resolve the disagreement. The Parties agree that the determination of the Third Party laboratoryLaboratory, after it has assessed the retention samples and following any full investigation of the Manufacturing process it conducts, shall be final and determinative. If the Third Party laboratory Laboratory determines that the retained samples meet the Specifications, the rejection by Distributor is deemed to be unjustified, and Distributor shall reimburse Cipher for any Product-related costs or testing undertaken by Ciphcr internally and shall promptly pay Cipher Can-Xxxx for any replacement Product. If the Third Party laboratory Laboratory determines that the relevant shipment of Supplied Product does not meet the Specifications, Cipher Can-Xxxx shall not invoice Distributor for the replacement Supplied Product. The Party against whom the Third Party laboratory Laboratory rules shall also bear the fees charged by the Third Party laboratory Laboratory in connection with resolution of the disagreement, including all out-of-pocket costs of investigating the Manufacturing process. (d) At Cipher’s Can-Xxxx’x election and upon authorization from CipherCan-Xxxx, Distributor shall destroy the rejected Supplied Product promptly and provide Cipher Can-Xxxx with certification of such destruction unless Cipher Can-Xxxx elects to have the Supplied Product returned, in which event Distributor shall cooperate in arranging such return. If Cipher Can-Xxxx agrees with the basis for Distributor’s rejection or if the Third Party laboratory Laboratory rules against CipherCan-Xxxx, Cipher Can-Xxxx shall pay the cost of destroying or returning the Supplied Product. In all other cases, Distributor shall bear such costs. (e) Notwithstanding any of the other provisions in this AgreementAgreement and without limiting any other provision herein, Distributor agrees that the remedies set forth in this Section 6.8 6.6 are Distributor’s sole and exclusive remedies with respect to claims relating to Product that Distributor has rejectedthe rejection of Supplied Product.

Rejection Procedures. (a) 2.5.1. After Cipher CYTODYN receives the Rejection Notice, it will evaluate process issues and the reasons given by Distributor MACLEODS for the Rejectionrejection. Cipher CYTODYN shall use good faith commercially reasonable efforts to promptly notify Distributor MACLEODS whether it agrees with the basis for Distributor’s MACLEODS’ rejection, but in no event shall such notice be given later than thirty (30) days of Cipher’s receipt of a Rejection Notice, provided that if Cipher wishes to Test the Product, notice shall be given not later than ninety (90) days of Cipher’s receipt of a Rejection Notice. If Cipher does not so notify Distributor within thirty (30) or ninety (90) days, as applicable, of receipt of the Rejection Notice as to whether it CYTODYN agrees with the basis of Distributor’s for MACLEODS’ rejection, Cipher CYTODYN shall be deemed use commercially reasonable efforts to be in agreement therewith. (b) If Cipher agrees with or is deemed to agree with the basis for Distributor’s rejection, Cipher shall promptly replace, at no cost to DistributorMACLEODS, such rejected Product. (c) 2.5.2. If Cipher CYTODYN disagrees with the basis for Distributor’s MACLEODS’ rejection specified in the Rejection Notice, Cipher : (i) CYTODYN shall use commercially reasonable efforts to promptly replace such rejected Product. No payment shall be due with respect to ; and (ii) the replacement Product until it is determined which Party shall bear the burden of such cost hereunder. The Parties shall submit samples of the rejected Product to a mutually acceptable Third Party third party laboratory, which shall determine whether such Product meets the Specifications and, as part of this process, may also carry out a full investigation of the Manufacturing process including, as necessary, the Approved Manufacturing Site) for such Product if it reasonably believes such an investigation is necessary to resolve the disagreementSpecifications. The Parties agree that the determination of the Third Party laboratory, after it has assessed the retention samples and following any full investigation of the Manufacturing process it conducts, third-party laboratory shall be final and determinative. If the Third Party third-party laboratory determines that the retained samples meet rejected shipment meets the Specifications, the rejection by Distributor MACLEODS is deemed to be unjustified, and Distributor shall reimburse Cipher for any Product-related costs or testing undertaken by Ciphcr internally and MACLEODS shall promptly pay Cipher CYTODYN for any replacement Product and, if the Product can no longer be distributed, Purchase Price on the unjustifiably rejected Product. If the Third Party third-party laboratory determines that the relevant rejected shipment of Product does not meet the Specifications, Cipher CYTODYN shall not invoice Distributor MACLEODS for the replacement Product. The Party against whom the Third Party third-party laboratory rules shall also bear the fees charged by the Third Party laboratory in connection with resolution of the disagreement, including all costs of investigating the Manufacturing process. (d) At Cipher’s election and upon authorization from Cipher, Distributor shall destroy the rejected Product promptly and provide Cipher with certification of such destruction unless Cipher elects to have the Product returned, in which event Distributor shall cooperate in arranging such return2.5.3. If Cipher agrees with the basis for Distributor’s rejection or if the Third Party laboratory rules against Cipher, Cipher shall pay the cost of destroying or returning the Product. In all other cases, Distributor shall bear such costs. (e) Notwithstanding any of the other provisions in this AgreementAgreement and without limiting any other provision herein, Distributor MACLEODS agrees that the remedies set forth in this Section 6.8 2.5 are DistributorMACLEODS’s sole and exclusive remedies with respect to claims relating to Product that Distributor has rejectedthe rejection of Product.