- 72 -
(c) Force Majeure. * * *
12.4 Establishment of MedChem [P.R.] Plant.
MedChem [P.R.] may terminate this Agreement pursuant to
the provisions of Section 13.
12.5 Remedies Not Exclusive. In the event
of a breach of this Agreement, the rights of
termination provided in this Section 12 shall not be
exclusive of any remedies to which either party may be
entitled at law or in equity (as limited by the express
terms of this Agreement), provided, however, that such
other remedies shall not be subject to the time
limitations set forth in Sections 12.3(a) and (b).
* * * * * * *
13. MedChem [P.R.] Plant. The parties
acknowledge and agree that, during the term of this
Agreement, MedChem [P.R.] will take steps designed to
establish alternative facilities (the “MedChem [P.R.]
Plant”) that will enable MedChem [P.R.] to undertake
the Conversion Process. In connection with the
establishment of the MedChem [P.R.] Plant, MedChem
[P.R.] shall bear the costs of removing the Equipment
from the Humacao Plant, including, but not limited to,
the costs of repairing any damage to the Humacao Plant
caused by such removal. Alcon [P.R.] covenants that it
will provide reasonable assistance to MedChem [P.R.] in
establishing the MedChem [P.R.] Plant, including
training of the Humacao Plant Manager and other
appropriate MedChem [P.R.] personnel in all aspects of
the Conversion Process. In this regard, appropriate
MedChem [P.R.] employees shall have the right, during
the term of this Agreement, to observe with regard to
the Conversion Process carried out by Alcon [P.R.] at
the Humacao Plant. However, such MedChem [P.R.]
employees will not participate in Alcon[ P.R.]’s
management process. In addition, upon the construction
of the MedChem [P.R.] Plant, Alcon [P.R.] will assist
with the validation of three initial Avitene production
batches of each Avitene product produced at the MedChem
[P.R.] Plant. When MedChem [P.R.] has successfully
established the necessary machinery, equipment and
quality control procedures, implemented the Conversion
Process at the MedChem [P.R.] Plant and, in the sole
opinion of MedChem [P.R.], conducted satisfactory
validation tests and received all applicable
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