definiens: shall mean a defect in the Product not discovered by [COMPANY] during its Testing of the Product and/or Professional Samples in accordance with generally accepted practices in the pharmaceutical industry and which would not be a defect reasonably expected to be discovered in accordance with such Testing . If Testing of such Shipment shows a failure of the Shipment to meet the Specifications, Governmental Approvals and Applicable Laws, [COMPANY] may return the entire Shipment, or any portion thereof, to Atrix at Atrix 's expense within a reasonable time following the above described Testing, provided that notice of non - conformity is received by Atrix from [COMPANY] within 45 days of [COMPANY] 's receipt of said Shipment . [COMPANY] shall have the right to request that Atrix provide to [COMPANY], within 30 days after such notice is received by Atrix, Product and/or Professional- Samples that meet the Specifications, Governmental Approvals and Applicable Laws or to promptly provide [COMPANY] with full credit for the Atrix Billing PricelUnit or the Atrix Final PricelUnit, as applicable, paid by [COMPANY] for the returned Product and/or Professional Samples . In case of a hidden defect, [COMPANY] shall have the right to request that Atrix provide to [COMPANY], within 30 days after a notice concerning a hidden defect is received by Atrix, Product and/or Professional Samples that meets the Specifications, Governmental Approvals and Applicable Laws or to promptly provide [COMPANY] with full credit for the Atrix Billing PricelUnit or the Atrix Final PricelUnit, as applicable, paid by [COMPANY] for the returned Product and/or Professional Samples . In either case, the cost of freight and handling to return or replace any such Product and/or Professional Samples shall be at the expense of Atrix . If [COMPANY] does not notify Atrix of the non - conformity of the Product or Professional Samples within 45 days of receipt of said Shipment, the Product or Professional Samples shall be deemed to meet the Specifications, Governmental Approvals and Applicable Laws, except for hidden defects . Notwithstanding anything in this Agreement to the contrary, the Parties may agree to a 42 return of the Product or Professional Samples or an adjustment in the Atrix Billing PricelUnit or the Atrix Final PricelUnit, as applicable, in the event of any failure or defect in the Product or Professional Samples . Should there be a discrepancy between [COMPANY] 's Test results and the results of Testing performed by Atrix to determine whether any such Product andlor Professional Samples is non - conforming, such discrepancies shall be finally resolved by Testing performed by an independent Third Party mutually agreed upon by [COMPANY] and Atrix . The costs of such Testing shall be borne by the Party against whom the discrepancy is resolved . In the event Product andlorProfessional Samples have been previously returned to Atrix and an independent Third Party determines that the Product or Professional Samples meet the Specifications, Governmental Approvals and Applicable Laws, [COMPANY] shall be responsible for all costs of freight and handling for such return . The determination of such Third Party shall be binding and conclusive on the Parties