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Agreement is in effect, Alcon [P.R.] shall make
available to MedChem [P.R.] adequate warehouse space at
the Humacao Plant for the storage of Avitene processed
pursuant to this Agreement or purchased by MedChem
[P.R.] pursuant to the Asset Purchase Agreement.
MedChem [P.R.] shall have the right to inspect such
warehouse space upon reasonable prior notice and during
normal business hours.
8. Acceptance and Rejection of Avitene by MedChem
[P.R.].
8.1 In General. Except as set forth below,
MedChem [P.R.] shall have the right, within 30 working
days following actual receipt by MedChem [P.R.] of any
Delivery, to reject any Avitene so Delivered which does
not conform in any material respect with the Product
Specifications, provided that such nonconformity did
not result from contamination or other physical damage
cause by MedChem [P.R.] or third parties occurring
after Delivery (other than contamination caused by
subsequent Delivery by Alcon [P.R.] of contaminated
Avitene.) [sic] * * *
8.2 Changes in Conversion Process;
Alternative Suppliers. Upon written consent by MedChem
[P.R.], Alcon [P.R.] may alter the Conversion Process
or obtain Avitene from alternative suppliers for
Delivery to MedChem [P.R.]. * * *
8.3 Testing by Alcon [P.R.]. Alcon [P.R.]
shall submit to MedChem [P.R.], together with each
shipment, batch or lot of Avitene Delivered to MedChem
[P.R.] a written notice (i) certifying that such
shipment, batch or lot of Avitene meets in every
material respect the Product Specifications and (ii)
specifying the results of Alcon[ P.R.]’s analysis of
such shipment, batch or lot.
8.4 Testing by MedChem [P.R.]. MedChem
[P.R.], at its option, may perform the Acceptance Tests
on random sample packages of Avitene in order to
determine whether such Avitene conforms in every
material respect with the Product Specifications.
8.5 Notice; Return; Retesting; Replacement.
MedChem [P.R.] shall not be obligated to remit the
Processing Fee to Alcon [P.R.] for, and shall notify
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