Medchem (P.R.), Inc. - Page 64




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               such labeling shall be, in content, in compliance with                 
               all applicable governmental regulations.  In                           
               determining the labeling for Avitene, MedChem [P.R.]                   
               shall have the right to use its corporate and/or trade                 
               name(s) and its own trademark(s), and to determine the                 
               general design and appearance of such labeling.                        
                         6.2  Packaging.  Utilizing the labeling copy                 
               and/or artwork provided by MedChem [P.R.], Alcon [P.R.]                
               shall be responsible initially for producing finished                  
               labeling and/or materials, and attaching or                            
               accompanying such labeling to or with Avitene.  MedChem                
               [P.R.] shall have the option of changing the labeling                  
               copy and/or artwork for Avitene packaging at any time,                 
               upon 90 days prior written notice to Alcon [P.R.].                     
               MedChem [P.R.] shall further have the option of                        
               assuming responsibility at any time for producing the                  
               finished labeling and packaging materials and                          
               delivering such materials to Alcon [P.R.] for                          
               association with Avitene, provided that Alcon [P.R.]                   
               has received 90 days prior written notice of such a                    
               change.                                                                
                    7.  Delivery; Storage.                                            
                         7.1  Delivery.  Alcon [P.R.] shall ship                      
               Avitene ordered by MedChem [P.R.] to such                              
               destination(s) as MedChem [P.R.] shall designate in its                
               Order.  All Deliveries of Avitene under this Agreement                 
               shall be F.O.B. common carrier designated by MedChem                   
               [P.R.].  Any potential liability for loss or damage                    
               that Alcon [P.R.] may maintain by reason of its                        
               physical possession throughout the Conversion Process                  
               of the raw materials and finished Avitene owned by                     
               MedChem [P.R.] shall cease upon Delivery of such                       
               Avitene to a common carrier.  MedChem [P.R.] shall be                  
               responsible for (i) the payment of all transportation                  
               charges, taxes, and other charges incident to the                      
               storage and movement of Avitene in commerce subsequent                 
               to such transfer of the risk of loss to MedChem [P.R.],                
               and (ii) the cost of all insurance relating to the                     
               Equipment, raw materials, inventory and the processing                 
               and storage of such Avitene, and such costs and charges                
               shall not be included in the calculation of the                        
               Processing Costs.                                                      
                         7.2   Storage; Related Documentation.  At                    
               MedChem[ P.R.]’s request and for so long as this                       





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Last modified: May 25, 2011