Medchem (P.R.), Inc. - Page 46




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          given that petitioners’ involvement in that possession focused              
          mainly on the Woburn-based efforts of MedChem U.S.A.’s personnel            
          to understand the Avitene manufacturing process and, after June             
          30, 1990, to move that process from Alcon P.R.’s facility in                
          Puerto Rico to MedChem U.S.A.’s facility in Woburn.  Whereas                
          petitioners initially planned to establish a manufacturing                  
          facility in Puerto Rico during the relevant years and, to that              
          end, hired Mr. Perez, opened an office in Humacao, and purchased            
          land in Juncos, their plans changed in 1990.  In 1990,                      
          petitioners scuttled their efforts to establish a facility in               
          Puerto Rico, wrote off the proposed facility’s capitalized costs,           
          closed the Humacao office, terminated Mr. Perez, and began moving           
          the Avitene manufacturing process into MedChem U.S.A.’s idled               
          Amvisc facility in Woburn.  Petitioners also caused Alcon P.R. to           
          move into that facility all of the equipment in Puerto Rico that            
          had been and was required to be used to perform the work in phase           
          1 of the Avitene manufacturing process.                                     
               Petitioners assert that all of MedChem P.R.’s income was               
          attributable to its sale in Puerto Rico of Avitene that was                 
          manufactured in that possession and that MedChem P.R. had a                 
          significant business presence in Puerto Rico.  We disagree.14               

               14 We distinguish Frank v. International Canadian Corp., 308           
          F.2d 520 (9th Cir. 1962), a case cited by petitioners to support            
          their assertion that MedChem P.R. actively conducted a trade or             
          business by virtue of its sales activity.  The relevant holding             
                                                             (continued...)           





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