Non-Conforming DP/DS Clause Samples

Non-Conforming DP/DS. In the event that any DP and/or DS released by Celltrion and delivered hereunder fails to conform with the Specifications at the time such DP and/or DS is delivered to Rani, ▇▇▇▇ may reject the same by giving written notice thereof to Celltrion (a “Notice”), within [*] days after receipt of the DP and/or DS at Rani’s facility, and for latent defects, within [*] days after discovery of such latent defect, which Notice will specify the manner in which the DP and/or DS fails to conform to the Specifications. If Rani reasonably suspects that any DP and/or DS hereunder fails to conform to the Specifications, Rani may provide Notice to Celltrion, during the time periods described above, and the period for Rani to accept or reject such DP and/or DS will be extended by the period reasonably required to complete an inspection of such DP and/or DS and subsequent investigation, if any; provided that, Rani will target conclusion of any such inspection and investigation within [*] days of commencement of such inspection. If Celltrion disagrees with ▇▇▇▇’s conclusion with respect to the non-conformance of such DP and/or DS, Celltrion will have the right to request that Rani submit its investigation report to an independent Third-Party expert mutually agreed upon by the Parties for review. Such independent Third-Party expert will review and make a determination as to non-conformance, and such expert’s report will be shared with both Parties and its conclusion will determine conformance or non-conformance with the Specifications. The cost of such expert review will be borne by the Party whose position was contrary to the expert’s determination (i.e., ▇▇▇▇ if the expert determines the DP and/or DS conformed to Specifications at the time of delivery, or Celltrion if the expert determines the DP and/or DS did not so conform at the time of delivery).