Medchem (P.R.), Inc. - Page 8




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          agreement valued at $200,000, goodwill valued at $4,490,000,                
          contract rights valued at $5,000, and records valued at $5,000;             
          Alcon Labs sold to MedChem P.R. receivables valued at $1.3                  
          million and inventory valued at $2.5 million.  Under the second             
          agreement, Alcon P.R. sold to MedChem U.S.A. patents and related            
          know-how valued at $2.6 million, trademarks valued at $1.9                  
          million, various Food and Drug Administration (FDA) approvals               
          (including the pre-market approval for Avitene) valued at                   
          $300,000, a non-competition agreement valued at $200,000,                   
          goodwill valued at $4,910,000, and contract rights valued at                
          $5,000.  Under the third agreement, Alcon P.R. sold to MedChem              
          P.R. inventory valued at $10.1 million and machinery and                    
          equipment valued at $800,000; the machinery and equipment had               
          been used by Alcon P.R. to manufacture Avitene and was located in           
          Alcon P.R.’s Avitene manufacturing facility in Humacao, Puerto              
          Rico (Humacao).  That facility consisted of the Avicon (Avitene)            
          plant, two unrelated plants, warehouse space, and administrative            
          offices.                                                                    
               Each of the asset purchase agreements required that the                
          Alcon Entities manufacture and sell to petitioners 20,000 pounds            
          of corium and provided that the Alcon Entities had to refund to             
          petitioners the entire amount paid for the Avitene business, plus           
          interest, if the corium could not be manufactured by December 31,           
          1990.  At all times during the 3-year period ended August 31,               






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