Exhibit 10.60
AMENDMENT NO. 1 TO
ASSET PURCHASE AGREEMENT
This Amendment No. 1 (this "Amendment") is dated March 2, 2001, and is
between BAUSCH & LOMB INCORPORATED, a New York corporation ("Buyer"), BAUSCH &
LOMB SURGICAL, INC., a Delaware corporation ("BLS"), OPTEX OPHTHALMOLOGICS,
INC., a Delaware corporation ("Optex"), and ATLANTIC TECHNOLOGY VENTURES, INC.,
a Delaware corporation ("Atlantic"), and amends the Asset Purchase Agreement
dated January 31, 2001, between Buyer, BLS, Optex and Atlantic (the
"Agreement"). All terms used but not defined in this Agreement have the meanings
ascribed to those terms in the Agreement.
The parties agree as follows:
1. Amendment of Section 3.2. The text of Section 3.2 of the
Agreement is hereby deleted in its entirety and replaced with the following:
Buyer and Seller shall allocate the Purchase Price (and all other
capitalizable costs) among the Assets for all purposes (including
financial accounting and tax purposes) as follows:
Items Price
Patents, trademarks and other intangibles $1,895,185
Prepaid Royalties $1,000,000
Fixtures $32,562
Equipment $72,253
Molds $0
Inventory $0
2. Molds and Inventory. The parties acknowledge that Buyer has
previously purchased pursuant to the Development Agreement all of Optex's
molds and inventory.
3. Amendment of Section 7.7. Clauses (a) through (c) of Section 7.7
of the Agreement are hereby amended to read as follows:
(a) Completion by December 31, 2002, of a clinical study designed by
Buyer to assess the functionality of the Catarex Handpiece in human
cataract surgery.
(b) Production by June 30, 2003, of a prototype Catarex Handpiece
(the "Redesigned Catarex Handpiece") that satisfies Buyer's manufacturing
cost specifications.
(c) Completion of a Clinical Demonstration using the Redesigned
Catarex Handpiece by September 30, 2003.
4. Amendment of Schedules 2.1(a) and 2.1(b). Schedules 2.1(a) and 2.1(b)
of the Agreement are hereby deleted in their entirety and replaced with
Schedules 2.1(a) and 2.1(b) attached hereto.
5. Trademark. The parties acknowledge that all right, title, and interest
in and to the CATAREX trademark, together with the associated business goodwill,
was assigned by Seller to BLS prior to the execution of the Agreement, and that
accordingly, no assignment of the CATAREX trademark is necessary to satisfy the
terms of the Agreement.
Effective as of the Closing, all rights or licenses, if any granted by
Buyer or BLS to Seller pursuant to Section 11.1 of the Development Agreement, as
amended, shall be terminated, canceled, and released in all respects. All of the
rights, duties, obligations and liabilities of the parties under any such
license shall be terminated, canceled, and released in all respects and shall be
of no further force and effect, and neither party to such license shall any
duty, liability, or responsibility whatsoever for the payment of any amount or
the performance of any obligations thereunder.
6. Governing Law. This Amendment is governed by New York law
without giving effect to principles of conflict of laws.
7. Execution in Counterparts. This Amendment may be executed
simultaneously in two or more counterparts, each of which is an original but
all of which together constitute one and the same instrument.
[signature page follows]
The undersigned are signing this Amendment on March 2, 2001.
BAUSCH & LOMB INCORPORATED
By: /s/ Xxxxxxx X. XxXxxxxx
-----------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Senior Vice President
and Chief Financial Officer
BAUSCH & LOMB SURGICAL, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
-----------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Senior Vice President
and Chief Financial Officer
OPTEX OPHTHALMOLOGICS, INC.
By: /s/ A. Xxxxxx Xxxxxx
-----------------------------------------
Name: A. Xxxxxx Xxxxxx
Title: President
ATLANTIC TECHNOLOGY VENTURES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Executive Officer
