Common use of Inspection, Testing and Notice Clause in Contracts

Inspection, Testing and Notice. Upon receipt by Orion of Bulk Drug Product and/or Insertion Tools from Indevus, Orion shall (a) within thirty (30) days, inspect such Bulk Drug Product and/or Insertion Tools for damages, shortage and, as far as reasonably practicable, any other reasonably discernible defects, and (b) within fifty (50) days, perform (or have performed) such quality control testing on the Bulk Drug Product and/or Insertion Tools as is required to be performed by Orion under the Quality Agreement and in order to determine whether the Bulk Drug Product and/or Insertion Tools conforms to the Agreed Quality. Orion shall notify Indevus of (a) any such damages, shortage and other reasonably discernible defects discovered by Orion promptly following Orion’s discovery thereof, but in any event within such thirty (30) day period, and (b) any non-conformance with the Agreed Quality discovered by Orion promptly following Orion’s discovery thereof, but in any event within such fifty (50) day period. Failure to deliver notice of acceptance or rejection of the Bulk Drug Product and/or Insertion Tools within the applicable periods shall be deemed to be acceptance of such Bulk Drug Product and/or Insertion Tools. In the case of Bulk Drug Product or Insertion Tools with latent defects, Orion shall notify Indevus of any such latent defects discovered by Orion promptly, but in any event within thirty (30) days following Orion’s discovery thereof.