Rejection of Product by Myogen; Remedies Sample Clauses

Rejection of Product by Myogen; Remedies. (a) Myogen will establish processes with its Customers and notify GSK of any rejection of any Product within [..**..] calendar days after delivery of such Product to Myogen's Customers and will set forth in such notification the basis under this Agreement for such rejection, including any testing or inspection results; provided, however, in the case of any Product having latent defects, which upon examination in accordance with Myogen's reasonable testing or inspection procedures could not have been discovered, Myogen must give notice to GSK within [..**..] calendar days after discovery of such defect, setting forth the basis for such rejection. Failure to so notify GSK of, or to identify the basis under this Agreement for, rejection of any Product within such [..**..] calendar day period, or [..**..] calendar day period for latent defects, will constitute acceptance of such Product and, thereafter, Myogen will be obligated to make payment for such Product in accordance with Section 5.6 above. (b) If GSK agrees with Myogen's notification of non-conforming Product, or GSK fails to contest such notification in writing within [..**..] calendar days after receipt of such notification, GSK will, at GSK's option, (i) credit Myogen for the invoiced amount paid by Myogen to GSK for such rejected Product, or (ii) replace such rejected Product as promptly as reasonably practicable, but in no event later than [..**..] calendar days following receipt of written notice of such rejection, at no additional cost to Myogen. At GSK's option, Myogen will either deliver such non-conforming Product to GSK or destroy the same and provide to GSK written documentation reasonably satisfactory to GSK to the effect that such non-conforming Product has been destroyed in accordance with Applicable Law. If the Parties are unable to agree as to whether a shipment of Product supplied by GSK conforms with the Specifications, such question shall be submitted to an independent quality control laboratory mutually agreed upon by the Parties. The findings of such independent laboratory shall be binding upon the Parties. The cost of the independent quality control laboratory shall be borne by the Party whose results are shown by such laboratory to have been incorrect. Subject to GSK's indemnification obligation under Section 9.2, Myogen's exclusive remedy for any non-conforming Product will be as provided in this Section 6.4(b).