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the right to engage an independent auditor, upon
reasonable written notice, to examine the relevant
books and records of Alcon [P.R.] in order to confirm
the accurate calculation of the Option C Processing
Cost.
10. Payment. MedChem [P.R.] shall pay Processing
Fees pursuant to Alcon[ P.R.]’s invoice for Avitene
Delivered under any Order within 30 days following
receipt by MedChem [P.R.] of such invoice. Payment by
MedChem [P.R.] of any invoice submitted by Alcon [P.R.]
to MedChem [P.R.] shall not be required with respect to
any shipment or lot of Avitene which has been properly
rejected and returned by MedChem [P.R.] in accordance
with Section 8.5. Payment of any disputed amount (but
only to the extent of the disputed amount) shall be
deferred until resolution of such dispute.
11. Warranty.
11.1 General Warranty; Inspection. Alcon
[P.R.] warrants that any Avitene Delivered under this
Agreement shall meet the Product Specifications in
every material respect, and that at the time of
Delivery such Avitene shall be uncontaminated and free
from defects in materials and workmanship. MedChem
[P.R.] may make changes in the Product Specifications,
but such changes must be made known to and agreed to by
Alcon [P.R.], which agreement shall not be unreasonably
withheld or delayed, and Alcon [P.R.] shall promptly
incorporate said change(s) in such products, consistent
with Good Manufacturing Practices and regulatory
requirements. MedChem [P.R.] shall have the right to
inspect the Humacao Plant during mutually agreed upon
times when the processing of Avitene is in progress to
insure that Alcon[ P.R.]’s processing of Avitene is in
compliance with the Product Specifications. This right
of inspection granted to MedChem [P.R.] shall not be
deemed as granting to MedChem [P.R.] access to any
trade secrets retained by Alcon [P.R.] subsequent to
the closing of the transactions contemplated by the
Asset Purchase Agreements.
11.2 MedChem [P.R.] Indemnity. MedChem
[P.R.] will indemnify and hold Alcon [P.R.] harmless
from any and all claims, damages, costs and/or
expenses, including, but not limited to attorneys fees,
arising directly from (i) any change required by
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