Common use of Non-Conforming Services Clause in Contracts

Non-Conforming Services. Within thirty (30) days of delivery of any deliverable in connection with the Services (“Deliverable”), Client shall inform KBI Biopharma of any material non-conformity with (i) the specifications (the “Specifications”) set forth in the Proposal, the Quality Agreement or otherwise mutually agreed upon in writing and (ii) the requirements of this Agreement ((i) and (ii) are collectively, the “Product Requirements”). Any failure of a Deliverable to meet the Product Requirements due to causes which are reasonably within KBI Biopharma’s control shall be deemed a “Defective Deliverable”). As Client’s sole and exclusive remedy for a Defective Deliverable, KBI Biopharma shall, subject to Client providing the replacement active pharmaceutical ingredient or other source materials, as applicable, promptly re-perform such non-conforming Services and deliver a replacement Deliverable that meets the Product Requirements with no additional fees to Client. A Deliverable shall be deemed “Accepted” upon the earlier of (a) Client delivering written notice to KBI Biopharma that the Deliverable meets the applicable Specifications and Product Requirements or (b) Client failing to notify KBI Biopharma of a Defective Deliverable within the applicable thirty (30) day period specified in this Section 3.4. [***]Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information.