- 73 -                                         
               governmental approvals relating to the operation of the                
               MedChem [P.R.] Plant, MedChem [P.R.] shall have the                    
               right to terminate this Agreement prior to December 31,                
               1990 upon at least ninety (90) days prior written                      
               notice to Alcon [P.R.].                                                
                         *    *    *    *    *    *    *                              
                    17.  Applicable Law.  The validity, performance                   
               and construction of this Agreement shall be governed by                
               the laws of the Commonwealth of Massachusetts.                         
                         *    *    *    *    *    *    *                              
                    19.  Notices.  Notices and other communications by                
               a party under this Agreement shall be in writing and                   
               hand-delivered, deposited with an overnight carrier for                
               next day delivery, or deposited in the United States                   
               mail as certified mail, return receipt requested,                      
               postage prepaid, addressed to the parties as follows                   
               (or to such other addresses as either party may                        
               designate from time to time in writing):                               
                         If to Alcon [P.R.]:                                          
                         Alcon Laboratories, Inc.                                     
                         6201 South Freeway                                           
                         Forth Worth, TX 76134                                        
                         Attention:  Henry Meadows                                    
                                   Vice President and Controller                      
                                   Surgical Specialty Division                        
                         If to MedChem [P.R.]:                                        
                         MedChem Puerto Rico, Inc.                                    
                         43 Nagog Park                                                
                         Acton, MA 01720                                              
                         Attention:  President                                        
               and shall be deemed given when received.                               
                    20.  No Agency Relationship.  Neither party shall                 
               be deemed to be the agent of the other party for any                   
               purpose.  Alcon [P.R.] shall be deemed an independent                  
               contractor for the purposes of its performance of                      
               services for MedChem [P.R.].  * * *                                    
                         *    *    *    *    *    *    *                              
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