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ninety (90) day period prior to the effective
termination of this Agreement so that MedChem [P.R.]
may maintain sufficient inventory to continue normal
sales activity while it commences operation at the
MedChem [P.R.] Plant. * * *
5.4 Orders and Quarterly Updates. Within a
reasonable time after the date of this Agreement, and
at least 15 days prior to January 1, April 1, July 1
and October 1 of each year thereafter, MedChem [P.R.]
shall furnish to Alcon [P.R.] (i) a binding order for
Avitene to be processed and Delivered by Alcon [P.R.]
on a date of Delivery specified by MedChem [P.R.],
which will allow Alcon [P.R.] at least 30 days from the
date of receipt of such Order before such Delivery is
required, and (ii) a forecast of MedChem[ P.R.]’s
projected requirements of Avitene for the three
calendar months following the calendar quarter covered
by the relevant Order * * *. Alcon [P.R.] shall
Deliver the specified quantity and type of Avitene
within not more than seven days after the Delivery date
specified in the Order. It is understood and agreed
that in the event Alcon [P.R.] is unable or unwilling
through no fault of MedChem [P.R.] to process Avitene
ordered by MedChem [P.R.] in the amount forecast and/or
ordered, MedChem [P.R.] is free, without thereby
restricting any rights or remedies it may have against
Alcon [P.R.] as a result of such nonperformance
hereunder, to seek the contract services of third
parties to process the incremental quantities which
Alcon [P.R.] is unable or unwilling to provide.
5.5. Invoices. Alcon [P.R.] shall submit to
MedChem [P.R.] an invoice as soon as practicable after
delivery of Avitene to MedChem [P.R.]. Such invoice
shall specify the amount and type of Avitene Delivered
pursuant to the relevant Order, the date of shipment,
and the Processing Cost, and a calculation of the
Processing Fee allocable to the Order.
* * * * * * *
6. Packaging and Labeling.
6.1 Design of Package. MedChem [P.R.] shall
be responsible for preparing and providing to Alcon
[P.R.] labeling copy and/or artwork, as appropriate,
for Avitene, and MedChem [P.R.] hereby warrants that
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