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12. Term and Termination.
12.1 Term of Agreement. The term of this
Agreement shall commence on the date hereof and shall
end on December 31, 1990 (unless sooner terminated
pursuant to this Section 12), and may be renewed on
terms and conditions mutually satisfactory to the
parties hereto.
12.2 Insolvency. * * *
12.3 Default.
(a) In General. Except as otherwise
provided in this Section 12, either party, at its
option, may terminate this Agreement upon the
occurrence of any breach by the other party, provided
however (i) that the nonbreaching party shall have
delivered to the breaching party a written notice
specifying such breach in reasonable detail, (ii) that
the breaching party shall not have cured such breach
within 60 days after receipt of the notice and (iii)
that the nonbreaching party must exercise its option to
terminate this Agreement within 60 days after the
expiration of the cure period.
(b) Failure to Deliver by Alcon [P.R.].
Subject to the provisions of Section 12.3(c) of this
Agreement, MedChem [P.R.] may terminate this Agreement
if Alcon [P.R.] fails to Deliver Avitene ordered by
MedChem [P.R.] under this Agreement, provided, however,
(i) that MedChem [P.R.] shall have delivered to Alcon
[P.R.] a written notice of such failure to Deliver,
(ii) that Alcon [P.R.] shall have failed to make
Delivery within 60 days after receipt of such written
notice and (iii) that MedChem [P.R.] must exercise its
option to terminate this Agreement within 60 days after
the expiration of the cure period. Alcon [P.R.]
acknowledges and agrees that if Alcon [P.R.] fails to
Deliver Avitene ordered by MedChem [P.R.] under this
Agreement, MedChem [P.R.] may make alternative
arrangements, at Alcon[ P.R.]’s expense, for the
processing of Avitene for the then remaining term of
this Agreement. However, Alcon [P.R.] shall not be
liable for any incidental or consequential damages
sustained by MedChem [P.R.] due to such failure to
deliver.
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