Common use of Product Returns and Recalls Clause in Contracts

Product Returns and Recalls. 2.1.5.1 JT will be responsible for processing all returns of any HIV Products sold by JT or its Affiliates until the MAH Transfer Date. Gilead will be responsible for processing all returns of any HIV Products sold by JT or its Affiliates on or after the MAH Transfer Date. Gilead and JT will split the costs of returns as follows: (a) in the event that any such return is solely attributable to [*], then such Party shall be financially responsible for such return, and (b) for any such return not covered by clause (a), (i) JT shall be responsible for [*], (ii) the Parties shall split such costs from such returns occurring in [*] such that JT is responsible for [*] of the cost of returns occurring in the [*] and Gilead is responsible for [*] of such costs, (iii) each Party shall be responsible for [*] of such returns occurring in [*], and (iv) JT shall be responsible for [*] of such costs for returns occurring in [*] and Gilead shall be responsible for [*] of such costs. Gilead will be responsible for the costs of all returns occurring [*]. JT shall invoice Gilead for the amounts due from Gilead [*]. This Section 2.1.5.1 shall not apply to [*]. 2.1.5.2 Prior to the MAH Transfer, JT will be responsible for fulfilling the role of the marketing authorization holder in Japan as it relates to recalls of the HIV Products. After the Distribution Change Date, JT and Gilead will cooperate regarding any recalls of the HIV Products in Japan. Gilead shall bear the costs of any recalls of HIV Products occurring after January 1, 2019, except in the case in which the recall is due to [*]. JT shall invoice Gilead for its and its Affiliate’s costs associated therewith for which Gilead is responsible under this Section 2.1.5.2, including [*].