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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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