Medchem (P.R.), Inc. - Page 58




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                                     APPENDIX B                                       
                              PROCESSING AGREEMENT                                    
                    PROCESSING AGREEMENT dated as of December 18, 1987                
               by and between MEDCHEM PUERTO RICO, INC. (“MedChem                     
               [P.R.]”), a Delaware corporation, and ALCON (PUERTO                    
               RICO) INC. (“Alcon [P.R.]”), a Delaware corporation.                   
                    In consideration of the mutual covenants and                      
               agreements contained in this Agreement, MedChem [P.R.]                 
               and Alcon [P.R.] covenant and agree as follows:                        
                    1.  Definitions.  As used in this Agreement, the                  
               following terms have the meanings set forth below:                     
                         1.1  Acceptance Tests -- chemical, physical                  
               and performance tests conducted in accordance with the                 
               analytical procedures described in * * * [a referenced                 
               schedule], to be applied to Avitene in order to                        
               determine whether Avitene conforms to the Product                      
               Specifications.                                                        
                         *    *    *    *    *    *    *                              
                         1.4  Conversion Process -- the manufacturing                 
               process by which raw materials are converted into the                  
               finished Avitene product.                                              
                         *    *    *    *    *    *    *                              
                         1.6  Delivery -- the delivery by Alcon [P.R.]                
               of Avitene processed under this Agreement.                             
                         1.7  Equipment –- the machinery and equipment                
               owned by MedChem [P.R.] and required for the processing                
               of Avitene.                                                            
                         1.8  Humacao Plant – Alcon[ P.R.]’s Avitene                  
               processing facility in Humacao, Puerto Rico.                           
                         *    *    *    *    *    *    *                              
                         1.10  Order –- a writing from MedChem [P.R.]                 
               authorizing or directing Alcon [P.R.] to process and                   
               Deliver Avitene.                                                       







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