Exhibit 10.20
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LICENSE AGREEMENT
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THIS AGREEMENT, effective as of September 27, 1990, is by and between
ALLERGAN HUMMPHREY (a wholly-owned subsidiary of ALLERGAN, INC.), a California
corporation having an address at 0000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx,
00000, X.X.X. (hereinafter called "ALLERGAN"), and SUNNYBROOK HEALTH SCIENCE
CENTER, a Canadian corporation, having an address at 0000 Xxxxxxx Xxxxxx, Xxxxx
Xxxx, Xxxxxxx, Xxxxxx X0X0X0 (hereinafter called "SHSC").
WITNESSETH:
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WHEREAS, SHSC is the owner of certain proprietary technology relating
to, and has expertise in, the field of ultrasonic bio-microscopy;
WHEREAS, ALLERGAN has an interest in obtaining exclusive rights to
SHSC's present technology and future patents (if any) relating to ultrasomic
bio-microscopy for ophthalmic applications; and
WHEREAS, ALLERGAN is willing to fund certain R&D efforts on the part of
SHSC relating to improving performance of SHSC's present bio-microscope
transducer system, with an emphasis on ophthalmic applications, such efforts
being defined on Schedule A appended hereto. As part of such R&D efforts,
ALLERGAN is willing to separately fund Xxxxxx Xxxxxx, Ph.D. and Xxxxxxx Xxxxxx,
M.D. for the tasks set forth in Schedule B appended hereto;
NOW THEREFORE, in view of the foregoing premises and in consideration
of the mutual covenants of the parties written herein, ALLERGAN and SHSC hereby
agree as follows:
Article 1 Definitions
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1.1 Affiliate. The word "Affiliate" shall mean any corporation or other
entity controlled by, controlling, or under common control with ALLERGAN. For
this purpose, "control" shall mean direct or indirect beneficial ownership of
fifty percent (50%) or more of the voting stock or a fifty percent (50%) or
greater interest in the income of such corporation or other entity, as well as
such other relationship(s) as, in fact, constitutes control.
1.2 First Commercial Sale. The words "First Commercial Sale" shall mean
the first arms length sale to a third party of a Licensed Product under the
approval of the controlling federal government agency (or agencies) for
distribution and sale of such Licensed Product.
1.3 Licensed Technology. The words "Licensed Technology" shall mean
technical data, designs, plans, specifications, methods, processes, systems,
clinical data, ideas, trade secrets, and other information or documentation,
whether patentable or not, relating to ultrasonic biomicroscopy, which are
provided by SHSC to ALLERGAN under this Agreement and which were not previously
in ALLERGAN's possession or in the public domain.
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1.4 Licensed Product. The words "Licensed Product" shall mean any
device or apparatus embodying a design or utilizing a method or process covered
by the Licensed Technology.
1.7 Territory. The word "Territory" shall mean all of the countries of
the world.
Article 2 -- Grant of License
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2.1 License Grant. Subject to the limitations set forth hereinafter in
Article 7.1, SHSC hereby grants to ALLERGAN an exclusive license throughout the
Territory to use the Licensed Technology, to make, have made, sublicense, use
and sell Licensed Products in the field of ophthalmology.
2.2 Efforts. In lieu of any "best efforts" requirements on the part of
ALLERGAN, ALLERGAN agrees to fund R&D efforts by SHSC in the field of ultrasonic
biomicroscopy as set forth in Schedule A in the amount of Twenty Thousand
Canadian Dollars (CN $20,000) per quarter, beginning in the fourth quarter of
1990, and extending for a total R&D period of twelve quarters (that is, three
years), and to fund Xxxxxx Xxxxxx Ph.D. and Xxxxxxx Xxxxxx M.D. for their
efforts covered in Schedule B at the rate of Five Thousand Canadian Dollars (CN
$5,000) each per quarter the R&D period. ALLERGAN shall make the R&D funding
payments to SHSC at the start of each calendar quarter and shall make payments
directly to Drs. Xxxxxx and Xxxxxx at the end of each calendar quarter. On its
part, SHSC agrees to make Drs. Xxxxxx and Xxxxxx available and to provide them
time and facilities for the efforts set forth in Schedule B.
Article 3 --Disclosure, Confidentiality and Publication
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3.1 Disclosure. SHSC agrees that it will transfer the Licensed
Technology to ALLERGAN during the first two (2) R&D quarters following the
effective date of this Agreement.
3.2 Confidentiality. SHSC and ALLERGAN acknowledge that some
information received by one part from the other pursuant to this Agreement may
be confidential to the disclosing party. The parties therefore agree that any
information received by one party from the other which is in writing or, if oral
or visual, is promptly reduced to writing within thirty (30) days of disclosure
and is clearly designated as "CONFIDENTIAL" (or terms to that effect) shall not
be disclosed by ten receiving party to any third party and shall not be used by
the receiving party for purposes other than those contemplated by this Agreement
for a period of five (5) years after the date of termination of this Agreement.
The receiving party shall use the same degree of care with respect to such
confidential information that it uses with respect to its own information which
it intends to maintain proprietary and confidential, but in no case less than
reasonable case. However, nothing in this Agreement shall prevent the receiving
party from exercising any legal rights to use, duplicate, or disclose any such
information:
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a. which was in the pubic domain at the time of the disclosure to
the receiving party, or which thereafter falls into the public domain without
any fault of the receiving party;
b. which the receiving party rightfully had in its possession
prior to the disclosure to the receiving party by the disclosing party;
c. which the receiving party lawfully obtains without restriction
from a third party who rightfully had such information in its possession.
d. which, in the case of an oral or visual disclosure, shall not
have been subsequently confirmed as proprietary and confidential in writing to
the receiving party within thirty (30) days after such oral or visual
disclosure;
e. which is developed by the receiving party independently of such
disclosure;
f. which is inherently or necessarily disclosed to the public by
the display or commercial sale of any Licensed Product, by the issuance of a
related patent, by judicial order on in compliance with the lawful requirements
of the Department of Health and Human Services of ten United States or any other
United States or foreign regulatory agency (or agencies) having control over the
subject matter involved;
g. which is not marked in accordance with this Agreement; or
h. which is disclosed with the prior written approval of the
disclosing party.
3.3 Publication. In the event that SHSC shall intend to present and/or
publish a paper covering aspects of the Licensed Technology or results of any
R&D efforts covered by Article 2.2 and defined in Schedule A appended hereto,
SHSC shall submit the abstract and manuscript (if any) to ALLERGAN for review at
least four (4) weeks before the abstract or manuscript is submitted by SHSC for
consideration of presentation or publication. ALLERGAN will then have two (2)
weeks after receipt in which to comment on the accuracy of the paper and to
raise any concerns regarding the protection of proprietary information which
might thus be revealed. SHSC shall make good faith efforts, consistent with
SHSC's need to make academic disclosures, to amend the paper to protect any
information which ALLERGAN considers proprietary.
Article 4 -- Representation and Warranties
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4.1 SHSC's Representations and Warranties. SHSC represents and warrants
that it is the sole and exclusive owner of the entire right, title, and interest
in and to the Licensed Technology, and that it has the right to grant the rights
and license hereby granted by them.
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4.2 Mutual Representations and Warranties. SHSC and ALLERGAN each
represent and warrant to the other that they have full power and authority to
enter into this Agreement and carry out the transactions contemplated hereby.
Article 5 -- Payment for License.
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5.1 Royalty Rate. ALLERGAN shall pay to SHSC, for a period of twelve
(12) years after the effective date of this Agreement, a royalty of ONE HUNDRED
AND FIFTY CANADIAN DOLLARS (CN $150.00) for each Licensed Product sold by
ALLERGAN in any country in the Territory. However, if a third party introduces a
directly competing product onto the market in any country, the foregoing royalty
in that country shall be reduced by twenty-five percent (25%) TO ONE HUNDRED
TWELVE AND A HALF CANADIAN DOLLARS (CN $112.50). One year after such a competing
product is introduced on the market, the parties shall assess ALLERGAN's total
market share throughout the Territory based upon industry survey and the royalty
for sales throughout the Territory shall be set as the ALLERGAN market share
percentage times ONE HUNDRED FIFTY CANADIAN DOLLARS (CN $150.00). The percentage
of ALLERGAN's total market share throughout the Territory shall thereafter be
assessed on an annual basis and the royalty paid by ALLERGAN for sales
throughout the Territory shall be recomputed in the foregoing manner. At the end
of the aforesaid twelve (12) years, ALLERGAN shall have a fully paid-up,
royalty-free, world-wide license to the Licensed Technology. As further
consideration for the rights granted to it hereunder, ALLERGAN agrees that the
first operating prototype of ultrasonic biobicroscopy manufactured by ALLERGAN
shall be given, at no charge, to a clinic chosen by SHSC; however, ALLERGAN
shall have the right to retain such first operating prototype for a reasonable
time after its manufacture for in-house studies and characterization.
5.2 Non-Exclusivity Through Compulsory Licenses. Notwithstanding the
provisions of Article 6.1, if in any country of the Territory any legal court or
governmental agency for any reason grants to any third party(ies) a compulsory
license(s) under the Licensed Technology or under any Licensed Patent to make,
use, or sell Licensed Products, then the royalty rates set forth in Article 6.1
for the sale of Licensed Products in that country shall be reduced by one-half
(1/2) or to the lowest royalty rate payable by any said third party to SHSC,
whichever is less.
5.3 Date of Sale. For the purpose of computing the earned royalties,
the date of sale shall be in accordance with generally accepted accounting
principles as used in the preparation of ALLERGAN's financial statements.
Royalties shall not be payable on Licensed Products provided by ALLERGAN to
clinicians for clinical evaluation unless or until ALLERGAN receives payment
therefor.
5.4 Single Royalty. Royalty payments shall be made quarterly starting
with the quarter of the First Commercial Sale and shall be made not more than
sixty (60) days following the end of each such calendar quarter. ALLERGAN agrees
to make payment to SHSC or its designees) by check mailed to the address set
forth below or any subsequent address provided to ALLERGAN by SHSC in writing.
ALLERGAN agrees to submit to SHSC, with each royalty payment, a written report
showing the number of Licensed Products sold by ALLERGAN, its Affiliates, and
its sublicensees in the calendar quarter.
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5.5 Royalty Payments. Royalty payments shall be made quarterly starting
with the quarter of the First Commercial Sale and shall be made not more than
sixty (60) days following the end of each such calendar quarter. ALLERGAN agrees
to make payment to SHSC or its designee(s) by check mailed to the address set
forth below or any subsequent address provided by ALLERGAN by SHSC in writing.
ALLERGAN agrees to submit to SHSC, with each royalty payment, a written report
showing the number of Licensed Products sold by ALLERGAN, its Affiliates, and
its sublicensees in the calendar quarter.
5.6 Currency for Payments. All payments made to LICENSOR pursuant to
this Agreement shall be made in Canadian dollars (at the foreign currency
exchange rate set forth in the latest Wall Street Journal published in each
calendar quarter in which royalties are due) on the final day of each calendar
quarter, and all international sales of Licensed Products shall be reported in
equivalent Canadian dollars (using the exchange rate determined set forth
above).
5.7 ALLERGAN's Books and Records. ALLERGAN shall keep full and accurate
records and books of account containing all particulars necessary for showing
the amount of royalties due SHSC hereunder. At all reasonable times for a period
of not more than two (2) years after the end of each reporting year, not to
exceed once each year, the books and records relating to sales of the Licensed
Products shall be open to inspection by SHSC's duly appointed attorney or
independent accountant(s), reasonably acceptable to ALLERGAN, who may make such
confidential inspection of such records and books of account as is necessary to
verify the computation of royalties due to SHSC. Any adjustment in the amount
due to SHSC on account of overpayment or underpayment of royalties shall be made
at the next date when royalty apyments are called for under this Agreement. In
the event that ALLERGAN found by such inspection to have underpaid SHSC by more
than five percent (5%) for any calendar year, ALLERGAN shall bear the costs of
such inspection; otherwise, the costs of such inspection shall be borne by SHSC.
Article 6 -- Patenting, Prosecution and Maintenance
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6.1 Patent Filing, Prosecution and Maintenance. SHSC and ALLERGAN shall
cooperate to identify patentable inventions resulting from the SHSC's R&D
efforts set forth in Schedule A. All such patentable inventions shall be owned
jointly by SHSC and ALLERGAN; however, SHSC hereby agrees to exclusively grant
to ALLERGAN, at no cost or royalties, SHSC'S rights therein in the field of
ophthalmic. In fields other than ophthalmics, ALLERGAN shall have the right of
first refusal for exclusive rights in such patentable inventions from SHSC.
ALLERGAN shall have the right, at its own cost and under its sole control, to
prepare, file, prosecute and maintain United States and foreign patent
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applications and patents on such patentable inventions. SHSC shal, however, have
the right to review and comment on all such applications prior to the filing
thereof by ALLERGAN and, during patent application prosecution, shall have the
right to review comment on all Patent Office actions and ALLERGAN's responses
thereto before such responses are filed by ALLERGAN. ALLERGAN shall give due
consideration to any comments provided in a timely manner by SHSC.
6.2 Patent Filing, Prosecution and Maintenance by SHSC. If ALLERGAN
elects not to prepare, file, continue to prosecute and/or maintain any patent
application fo patent on any patentable invention covered by Article 6.1, it
shall so notify SHSC in sufficient time for SHSC to prepare, file or take over
theprosecution and/or maintenance thereof at SHSC's sole cost and expense. In
the case of such applications or patents taken over by SHSC, SHSC and ALLERGAN
shall still be joint owners of any patents granted but SHSC shall be under no
obligation to grant any of its rights in the patents to ALLEERGAN.
6.3 Cooperation in Patent Prosecution. Each party agrees, at its own
expense, to make available to the other party data, records, samples or the like
in its possession or under its control which are reasonably required ofr the
preparation, filing, prosecution, or maintenance of any patent application or
patent covered by the Article, and agrees to provide reasonable assistance and
to sign whatever documents ti may be required to sigh for the preparation,
filing, prosecution, and/or maintenance of such patent applications and patents.
6.4 Sharing of Third Party License Fees and Royalties. Any license fees
and royalties received by either ALLERGAN or SHSC from the licensing to third
parties of any patent application or patent covered by this Article shall be
shared equally between the parties after the licensing party's reasonable costs
associated with its directly related licensing efforts are recovered.
Article 7 -- Patent Infringement
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7.1 Infringement of Third Party Patents. ALLERGAN shall give SHSC
prompt notice, in writing, of each claim or allegation made against ALLERGAN
that its manufacture, use or sale of Licensed Products constitutes an
infringement of a patent or patents owned by others.
(a) ALLERGAN shall, after giving notice to SHSC of a claim or
allegation of infringemetn relating to Licensed Products, have the right to
wothhold up to fity percent (50%) of all royalties otherwise payable to SHSC and
to use such withheld royalties to help pay for or defray the costs of defending
each such claim or allegatoin, including the costs of the settling or satisfying
thereof. Duyring the defense of such claims or allegations, ALLERGAN shall
submit written reports showing royaltes accruing to SHSC and the expenses of
defending against the claims or allegations of infringement. Upon final
termination of all proceedings, including all appeals, involving such claims or
allegations of infringement, ALLERGAN shall remit to SHSC the balance, if any,
of withheld royalties which are in excess of ALLERGAN's actual costs of
defending each such claim or allegation of infringement.
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(b) ALLERGAN shall have sole control of litigating and settling or
satisfying any action, claim or allegation of patent infringement defended
against by ALLERGAN under Article 8.1(a). If, in the exercise of ALLERGAN's good
business judgment, considering, for example, such factors are ALLERGAN'S market
for Licensed Products, the Ssettlement or satisfaction of a claim or allegation
of infringement referred to in Article 7.1(a) results in the payment by ALLERGAN
to a third party of a license fee, lump sum payment and/or royalties for the
manufacture, use or sale of Licensed Products, ALLERGAN shall be entitled to
deduct fifty percent (50%) of such license fee, lump sum payment and/or
royalties paid by ALLERGAN to such third party from the royalties due SHSC under
this Agreement.
(c) In the event ALLERGAN is enjoined by a third party from
making, using, and/or selling Licensed Products in the United States, ALLERGAN
may, at its option, terminate this Agreement with sixty (60) days prior written
notice to SHSC.
7.2 Infringement of Jointly-Owned Patent. If either party discovers or
learns of the infringement of any jointly-owned patent covered by Article 6 by a
third party, it shall promptly so notify the other party in writing and shall
supply the other party with all available evidence pertaining to the
infringement. Thereafter, the parties agree to discuss enforcement of their
jointly- owned patents and the abatement of any alleged infringement.
Article 8 -- Indemnification
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8.1 Indemnification of SHSC. ALLERGAN hereby agrees to indemnify SHSC
against all costs and damages it may suffer as a result of any claims by third
parties of personal injury brought against SHSC as a result of the manufacture,
use or sale of Licensed Products or the use of Licensed Technology by ALLERGAN,
its affiliates or sublicensees. Furthermore, ALLERGAN agrees to defend, at its
own cost, all such claims against SHSC.
Article 9 -- Sublicensing
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9.1 Right to Sublicense. ALLERGAN shall have the right to grant
sublicenses to the Licensed Technology to third parties. Terms of any such
sublicenses shall be no less favorable to SHSC than the terms provided for
herein. Sales of Licensed Products by sublicensees shall, for purposes of
computing ALLERGAN'S royalty payments to SHSC, be treated as sales by ALLERGAN.
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Article 10 -- Term and Termination
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10.1 Term of the Agreement. Unless sooner terminated as otherwise
provided herein, this Agreement shall remain in effect for twelve (12) years.
This Agreement may be extended by written agreement of the parties.
10.2 Termination by Either Party for Default by the Other Party. Should
either party default in performing any material covenant or condition of this
Agreement on its part to be performed, then upon written notice of such default
from the other party, the defaulting party shall have sixty (60) days from the
date of notice to correct such breach; upon the failure of the defaulting party
to do so, the other party may cancel and terminate this Agreement upon thirty
(30) days further written notice to the defaulting party. The parties' rights to
terminate this Agreement for default are not exclusive and the parties retain
the right to seek legal remedies for any default, including, without limitation,
the right to seek performance thereof by the defaulting party and the right to
injunctive relief. For the purpose of this sub-Article, it shall constitute a
default by SHSC if either of Drs. Xxxxxx or Xxxxxx become unavailable, unable,
or unwilling to perform the efforts set forth in Schedule B. It shall further be
considered a default by SHSC if by the end of the second quarter of R&D efforts
under Article 2.2, SHSC fails to transfer sufficient information and data
relating to ultrasonic bio-microscopes to enable ALLERGAN to build a working
transducer therefor.
10.3 Termination by ALLERGAN. Notwithstanding the foregoing, ALLERGAN
shall have the right to terminate this Agreement without cause and without
penalty any time after the completion of the twelve (12) quarters of R&D under
Article 2.2 by providing sixty (60) days prior written notice to SHSC of its
intent to terminate.
10.4 Effect of Early Termination. If this Agreement is terminated for
any reason other than normal expiration, as provided in Article 10.1, ALLERGAN
shall return to SHSC all data, drawings, and materials delivered to ALLERGAN by
SHSC under this Agreement.
10.5 Rights and Obligations After Termination. No termination
(including expiration) of this Agreement shall affect the rights of SHSC to
royalties due and owing and to statements of account, to and including the date
of termination, or discharge the obligations of the parties relative to
treatment of confidential information under Article 3.2 hereof. In the event of
early termination of this Agreement, ALLERGAN and its sublicensees (if any)
shall be permitted to complete the manufacture of any Licensed Products in the
process of manufacture and to sell such Licensed Products, as well as to sell
any previously accumulated inventory of Licensed Products, subject to the
royalty provisions of Article 5.
Article 11 -- Satisfaction of Claim
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11.1 Satisfaction of Claims. This Agreement shall be in complete
satisfaction of all claims of any nature relating to the Licensed Technology
which SHSC may have asserted, or may, at any time, be able to assert, against
ALLERGAN for acts done by ALLERGAN prior to the effective date of this
Agreement.
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Article 12 -- Miscellaneous
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12.1 Assignability. This Agreement or any of the rights or obligations
created herein shall not be assigned by either party, in whole or in part,
without the prior written approval of the other party, not unreasonably
withheld, except that ALLERGAN may assign this Agreement to an Affiliate or
successor of ALLERGAN's entire business or of substantially all of ALLERGAN's
assets relating to the manufacture and sale of Licensed Products. No assignment
by ALLERGAN shall result in terms any less favorable to SHSC than those provided
for herein.
12.2 Force Majeure. If either party fails to fulfill its obligations
hereunder, including, but not limited to, payment of royalty obligations, when
such failure is due to an act of God, including, but not limited to floods and
earthquakes, or other action beyond the party's control, such as fire, civil
commotion, riot, war (declared or undeclared), revolution, against by Government
(including delays in obtaining governmental approvals), and embargoes, then such
failure shall be excused for the duration of the event and for such a time
thereafter as is reasonable under the circumstances to enable the affected party
to resume performance under this Agreement.
12.3 Notice. Any notice or communication required or permitted to be
given by either party hereunder shall be deemed sufficiently given on the date
mailed by registered mail, or sent by overnight courier, such as Federal
express, and addressed to the party to whom notice is given as follows:
If to ALLERGAN: Xxxxxxx Xxxxxxxx
Vice President, Science & Technology
Allergan Xxxxxxxx
0000 Xxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
With a copy to: General Counsel
Allergan, Inc.
0000 Xxxxxx Xxxxx
Xxxxxx, XX 00000
If to SHSC: Dr. R. Xxxx Xxxxxxxxx
Vice President, Research
Sunnybrook Health Science Center
0000 Xxxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxx, Xxxxxx X0X0X0
12.4 Law. All disputes relative to this Agreement shall be governed in
accordance with the laws of the State of California.
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12.5 Successors and Assigns. Subject to the limitations of Article
13.1, this Agreement shall bind and inure to the benefit of the heirs,
successors and assigns of the parties hereto.
12.6 Headings. The headings of the Articles and Subarticles of this
Agreement are inserted for convenience only and shall not constitute a part
hereof.
12.7 Entire Agreement; Amendments. This Agreement (which may be
executed in several counterparts, each of which shall be deemed to be an
original) contains the entire agreement and understanding between SHSC and
ALLERGAN as to the subject matter hereof and supersedes all existing
negotiations, representations or agreements and all other oral, written or other
communications between the parties concerning the subject matter hereof. Any
amendments to this Agreement shall be in writing signed by SHSC and ALLERGAN.
12.8 Waiver. No waiver by either party of any default of the other
party for any period of time, or no repetitious waiver of any default of the
other party, shall be construed as a continuing waiver or as a waiver of any
other default.
12.9 Invalid, Illegal, or Unenforceable Terms. If any term of provision
of this Agreement is held by any governmental agency or court of competent
jurisdiction to be void, illegal or unenforceable, the parties shall negotiate
in good faith for a substitute term or provision which carriers out the original
intent of the parties. If the parties cannot reach agreement upon such a
substitute term or provision within sixty (60) days after the original term or
provision is held void, illegal or unenforceable, then the matter shall be
settled by binding arbitration in accordance with the rules then obtaining by
the American Arbitration Association, the cost of such arbitration to be shared
equally by ALLERGAN and SHSC. Such arbitration shall be held in a neutral site
agreed upon by the parties, and judgment upon the decision rendered may be
entered in any court having jurisdiction over the parties.
12.10 Enforcement. In the event it is necessary for either party to
take legal action to protect or enforce its rights hereunder, the prevailing
party shall be entitled to its costs and attorney fees.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the dates set forth.
ALLERGAN: SHSC:
By: /s/ Xxxxxx x. Xxxxxxx, Ph.D By: /s/ R. Xxxx Xxxxxxxxx, Ph.D.
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Xxxxxx X. Xxxxxxx, Ph.D R. Xxxx Xxxxxxxxx, Ph.D.
President Vice President, Research
Date: September 27, 2990 Date: September 25, 2990
----------------------------------- ---------------------------------
By: /s/ F. Xxxxxx Xxxxxx, Ph.D.
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F. Xxxxxx Xxxxxx, Ph.D.
Date: September 21, 1990
---------------------------------
By: /s/ Xxxxxxx X. Xxxxxx, M.D.
---------------------------------
Xxxxxxx X. Xxxxxx, M.D.
Date: September 25, 1990
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SCHEDULE A
RESEARCH TO BE CONDUCTED UNDER THE AGREEMENT
1. Research activities funded by ALLERGAN and performed by SHSC under Article
2.2 of this Agreement shall be devoted to the development of new techniques and
methods for improving the performance of Bio-Microscope transducer systems, with
an emphasis on ophthalmology (for example, the use of copolymer and advanced
ceramic transducers). This research shall include measurement of relevant
ultrasonic properties of eye tissues and non-water bath, real time methods.
2. The direction of these research efforts shall be the responsibility of SHSC;
however, ALLERGAN shall have the right to participate in the overall planning of
the research effort.
3. A joint review shall be made at the end of each quarter by SHSC and ALLERGAN
covering these research efforts.
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SCHEDULE B
DUTIES OF THE CONSULTANTS
1. Duties of Xxxxxxx Xxxxxx, M.D. in his capacity as a consultant to ALLERGAN in
the area of Ultrasonic bio-microscopy are as follows:
1.1 Conduct clinical testing with ultrasonic bio-microscopy equipment as it
currently exists and in future embodiments which will result from work covered
under this Agreement.
1.2 Conduct research to find new applications for ultrasonic bio-microscopy.
1.3 Advise ALLERGAN development team on methods and approaches for the use of
ultrasonic bio-microscopy.
1.4 Inform ALLERGAN of progress and findings resulting from efforts covered by
Paragraphs 1.1 and 1.2 above.
2. Duties of Xxxxxx Xxxxxx, Ph.D. in his capacity as a consultant to ALLERGAN in
the area of ultrasonic bio-microscopy are as follows:
2.1 Transfer to ALLERGAN the technology necessary to build ultrasonic
bio-microscope transducers, which necessary technology transfer is defined by a
demonstrated ability on the part of ALLERGAN to build transducers which work in
an ultrasonic bio-microscope.
2.2 Advise the ALLERGAN development team on technical matters relating to
ultrasonic bio- microscopy.
2.3 Advise ALLERGAN in the ultrasound field in general.
2.4 Participate in the joint planning and review of research efforts conducted
by SHSC in the area of ultrasonic bio-microscopy and advanced transducer
development as set forth in SCHEDULE A of this Agreement.
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