Acceptance, Non-Conforming Client Product; Latent Defects Sample Clauses

Acceptance, Non-Conforming Client Product; Latent Defects. Within [**] days after receipt by Client of the completed Released Executed Batch Record, and any requested Client Product samples and/or information required under the Quality Agreement, Client shall conduct such testing and/or inspection as it shall determine and either accept or reject the relevant Lot(s). (a) If Client does not notify Xxxxxx within such [**]-day period (as it may be extended in accordance with this Section 5.3) that any Client Product does not conform to the Production Standards (a “Non-Conformity”, and any such Client Product, “Non-Conforming”) and reject such Lot, then Client shall be deemed to have accepted the Client Product as conforming, provided that Client may revoke acceptance of Client Product in the event of a Non-Conformity that (i) existed at the time of shipment by Xxxxxx under section 6.1 (ii) was not discoverable at the time of delivery by reasonable testing, inspection and review by Client, (iii) was caused solely by Althea’s failure to Produce Client Product in accordance with cGMP or the MBR and (iv) Client gives notice thereof to Xxxxxx within [**] days of first learning of such non-conformity or defect, but in any event no later than [**] months from the date of shipment by Xxxxxx or [**] months following the Lot expiration date, whichever is earlier (a “Latent Defect”). (b) If Client believes any Client Product has a Non-Conformity or Latent Defect it shall provide Xxxxxx by telephone or email a detailed explanation of the Non-Conformity or Latent Defect. Within [**] business days of its receipt of such notice, Xxxxxx may investigate such alleged Non-Conformity or Latent Defect and shall notify Client of Althea’s determination with respect to whether the Client Product is Non-Conforming or has a Latent Defect. If Xxxxxx agrees such Client Product is Non-Conforming or that such Client Product has a Latent Defect, Client shall have the remedies set forth in Section 5.4. If Xxxxxx disagrees with Client’s determination that the Client Product is Non-Conforming or has a Latent Defect the parties shall follow the procedure set forth in paragraph 5.3(c) below. (c) If the parties dispute whether Client Product is Non‑Conforming or has a Latent Defect, the parties will follow the following procedures: (i) The parties will establish the basis of the dispute in writing within [**] days of Althea’s notice of determination in paragraph (b) above. (ii) The parties will agree to the written description content and detail of the ...