Common use of Hidden Defect Clause in Contracts

Hidden Defect. If there is subsequently found to be a defect in any Lot of Product, which could not reasonably be expected to have been found by diligent and adequate inspection by AMYLIN pursuant to its obligations under this Article, such as stability or the presence of any Contaminant (a “Hidden Defect”), the party discovering the Hidden Defect shall notify the other party (“Hidden Defect Notice”), and AMYLIN and UCB shall enter into discussions in good faith about what action should be taken, if any (including actions as to the handling and disposal of the defective Lot). If the Hidden Defect is caused by UCB’s negligence, acts or omissions, then, in addition to any other remedies available to AMYLIN, AMYLIN shall have the right to require UCB, at AMYLIN’s election, to either (A) replace the defective Product (any such replacement shall be at the sole cost and expense of UCB and occur promptly but in no event later than ninety (90) days after the date of the Hidden Defect Notice), or (B) refund AMYLIN an amount equal to the price paid by AMYLIN for the defective Product.