Medchem (P.R.), Inc. - Page 9




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          1992, Avitene was manufactured using the patents, know-how,                 
          product specifications (as reflected in the FDA pre-market                  
          approvals), and goodwill owned by MedChem U.S.A.  MedChem P.R.              
          held the legal title to all of the Avitene manufacturing                    
          equipment, the raw materials used to manufacture Avitene, the               
          Avitene work-in-process, and the finished Avitene inventory until           
          sold.  When the finished Avitene was shipped from the Alcon P.R.            
          facility, title passed to the purchaser, which in all cases but             
          one was MedChem U.S.A.3  MedChem P.R. would invoice MedChem                 
          U.S.A. (or the other purchaser) for the Avitene sold to it at a             
          price equal to MedChem P.R.’s manufacturing cost plus 10 percent.           
          From September 1, 1989, through August 31, 1992, MedChem U.S.A.             
          distributed, marketed, and sold Avitene from its offices in                 
          Woburn.  MedChem P.R. played no part in these sales or in the               
          other sales of Avitene to end users.  The labels which MedChem              
          P.R. used during its fiscal year ended August 31, 1992,                     




               3 The sole exception concerned the sale of Avitene for                 
          distribution in Japan through June 6, 1991.  In that case,                  
          MedChem P.R. sold Avitene to Alcon Pharmaceuticals, which owned             
          the distribution rights to the Japanese market until June 6,                
          1991; title to that Avitene passed to Alcon Pharmaceuticals when            
          the finished Avitene was shipped from the Alcon P.R. facility.              
          Alcon Pharmaceuticals sold the distribution rights to the                   
          Japanese market to MedChem U.S.A. on June 6, 1991, for $15                  
          million, and MedChem U.S.A. transferred those rights to MedChem             
          P.R. on August 31, 1992.  MedChem P.R.’s sales of Avitene for the           
          Japanese market accounted for approximately 20 percent of its               
          total net sales of Avitene.                                                 





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