definiens: shall mean a defect in the Product not discovered by CYTO during its testing of the Product in accordance with generally accepted industry testing procedures and which would not be a defect normally expected to be discovered in accordance with such testing . If testing of such Shipment shows a failure of the Shipment to meet the Specifications and/or Applicable Laws, CYTO may return the entire Shipment, or any portion thereof, to ABI at ABI 's expense within a reasonable time following the above described testing, provided that notice of non - conformity is received by ABI from CYTO within 45 days of CYTO 's receipt of said Shipment . CYTO shall have the right to request that ABI provide to CYTO, within 30 days after such notice is received by it, Product that meets the Specifications and Applicable Laws or to promptly provide CYTO with full credit for the Purchase Price paid by CYTO for the returned Product . In the case of a hidden defect, CYTO shall have the right to request that ABI provide to CYTO, within thirty ( 30 ) days after a notice concerning a hidden defect is received by CYTO, Product that meets the Specifications and Applicable Laws or to promptly provide CYTO with full credit for the Purchase Price paid by CYTO for the returned Product . In either case, the cost of freight and handling to return or replace Product or shall be at the expense of ABI . If CYTO does not notify ABI of the non - conformity of the Product within 45 days of receipt of said Shipment, the Product shall be deemed to meet the Specifications ( including those related to packaging of the Product ) and Applicable Laws, except with respect to hidden defects . Notwithstanding anything in this Agreement to the contrary, the Parties may agree to a return of the Product or an adjustment in the Purchase Price in the event of any failure or defect in the Product . Should there be a discrepancy between CYTO 's test results and the results of testing performed by ABI, such discrepancies shall be finally resolved by testing performed by an independent Third Party mutually agreed upon by CYTO and ABI . The costs of such testing shall be borne by the Party against whom the discrepancy is resolved . In the event Product have been previously returned to ABI and such independent Third Party determines that the Product meets the Specifications, CYTO shall be responsible for all costs associated with the return