- 59 -
1.11 Product Specifications -– the
specifications for Avitene set forth * * * [in a
referenced schedule].
1.12 Proprietary Information -- all patents,
trademarks, trade secrets, copyrights, inventions,
designs, logos, and any other proprietary rights owned
by MedChem [P.R.] which relate to the production and
processing of Avitene.
1.13 Processing Fee and Option C Processing
Fee –- the fees paid by MedChem [P.R.] to Alcon [P.R.]
for each Order filled by Alcon [P.R.] pursuant to
Section 9.
* * * * * * *
2. Processing.
2.1 In General. Subject to the provisions
of Section 5, and in return for a Processing Fee as
defined in Section 9, Alcon [P.R.] agrees to process
from raw materials owned and supplied by MedChem [P.R.]
all of MedChem[ P.R.]’s requirements of Avitene for
sale by MedChem [P.R.] to third parties. The raw
materials used in the Conversion Process as well as the
finished Avitene Product will remain the sole property
of MedChem [P.R.] throughout Alcon[ P.R.]’s physical
possession thereof. Alcon [P.R.] agrees to commit its
Humacao Plant for the processing of Avitene to satisfy
MedChem[ P.R.]’s requirements, subject to the
provisions of Section 5. In the event that MedChem[
P.R.]’s requirements of Avitene ever exceed the
capacity of the Humacao Plant as of the date hereof,
MedChem [P.R.] shall, at its expense, obtain such
additional Equipment as is necessary to increase
production capacity at the Humacao Plant, or shall use
reasonable efforts to obtain access elsewhere to
additional production capacity in order to meet the
requirements that the Humacao Plant is unable to
satisfy.
2.2 Specifications. Alcon [P.R.] agrees to
process Avitene in accordance with the Product
Specifications and Good Manufacturing Practices as
defined by applicable laws and regulations * * *.
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