EXHIBIT 10.56
LICENSE AGREEMENT
This License Agreement is between Vista Medical Technologies, Inc., a company
with principal offices at 0000 Xxxxxxx Xxxxxxx, Xxxxx X, Xxxxxxxx, Xxxxxxxxxx
00000 (hereinafter "LICENSOR"), and Xxxxxx Aerospace & Electronics Corp.,
with principal offices at 000 Xxxxx Xxxx, Xxxxx 000, Xxxxxx Xxxx, Xxxxxxxxxx
00000 (hereinafter "LICENSEE").
The Effective Date of this Agreement is on the date last signed below.
This Agreement is made with reference to the following recitals:
RECITALS
A. LICENSOR owns certain rights to, and has Know-how about, the design and
technology of the Medical Head Mounted Display (MHMD), LICENSOR'S part
number DO3514-001 as of the effective date of this Agreement, which
LICENSEE co-developed with LICENSOR under contract from LICENSOR.
B. LICENSEE desires to secure, and LICENSOR is willing to grant to
LICENSEE, a license for certain rights, to Manufacture, Use, and
Transfer MHMD(s) substantially identical to the MHMD, in accordance with
the terms and conditions of this Agreement.
C. While this Agreement is in effect, LICENSEE desires to work exclusively
with LICENSOR for exploitation of Head Mounted Displays in the Medical
Field.
AGREEMENTS
In consideration of the covenants and obligations set forth below, LICENSOR
and LICENSEE agree as follows:
1. DEFINITIONS
1.1 AGREEMENT. "Agreement" means this License Agreement.
1.2 MHMD. "MHMD" means the Medical Head Mounted Display, LICENSOR'S
part number DO3514-001, which LICENSEE co-developed with LICENSOR under
contract from LICENSOR and as further defined in Appendix A to this
Agreement.
1.3 HMD. "HMD" means a Head Mounted Display.
1.4 HMD VERSION #1. "HMD Version #1" means any LICENSEE Brand HMD
with a binocular display, which is substantially identical to MHMD.
1.5 HMD VERSION #1A. "HMD Version #1a" means any LICENSEE Brand HMD
with a monocular display, which is substantially identical to MHMD.
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1.6 HMD VERSION #2. "HMD Version #2" means any LICENSEE HMD which
uses LICENSOR'S MHMD headband only.
1.7 IMPROVEMENT. "Improvement" means any alteration or modification
of any MHMD, but such that the altered or modified version comes within
any claim of the Licensed Rights.
1.8 KNOW-HOW. "Know-how" means the technical information in
LICENSOR'S possession or control useful in the Manufacture, Use, or
Transfer of MHMD(s) but not that developed independently by LICENSEE.
1.9 LICENSED FIELD. "Licensed Field" means use of a Licensed
Product outside of the Medical Field.
1.10 MEDICAL FIELD. "Medical Field" means the use of a Licensed
Product for surgical, clinical, including clinical research, medical
diagnostic and interventional purposes.
1.11 LICENSED RIGHTS. "Licensed Rights" means all rights to, and
Know-how about, the design and technology of MHMD(s) that is owned or
licensable by LICENSOR, including the right to use tooling developed by
LICENSEE for LICENSOR.
1.12 LICENSED PRODUCTS. "Licensed Products" means HMD Version #1,
HMD Version #1a and HMD Version #2.
1.13 XXXXXX AFFILIATED COMPANIES. "Xxxxxx Affiliated Companies"
means all corporations, a majority of the voting stock of which is or
becomes at any time while any Licensed Right under this Agreement is in
effect, owned directly or indirectly by Kaiser Aerospace & Electronics
Corporation.
1.14 VISTA AFFILIATED COMPANIES. "VISTA Affiliated Companies" means
all corporations, a majority of the voting stock of which is or becomes
at any time while any Licensed Right under this Agreement is in effect,
owned directly or indirectly by Vista Medical Technologies, Inc.
1.15 MANUFACTURE. "Manufacture" means make or have made.
1.16 NET RECEIPTS. "Net Receipts" means the total amounts of money
or other consideration received or earned by LICENSEE from all Transfers
of Licensed Products to a third party not a Kaiser Affiliated Company,
less any of the following amounts if itemized separately from the
Transfer price:
(1) shipping and insurance charges or allowances;
(2) customary trade discount allowed, or any commission paid in lieu
of a trade discount (other than commissions paid to employees of
LICENSEE);
(3) refunds, credits, or allowances given or made on account of the
return or rejection of any Licensed Products;
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(4) tax, duty, tariff, or other governmental charge on the making,
having made, use, transportation, or Transfer of the Licensed
Products; and
(5) reasonable compensation received by LICENSEE for delivery or
installation services, or as interest or finance charges.
1.17 PARTIES, PARTY. "Parties" means LICENSOR and LICENSEE,
collectively. "Party" means either LICENSOR or LICENSEE.
1.18 TERRITORY. "Territory" means the entire world.
1.19 TRANSFER. "Transfer" means any sale, lease, rental, or other
commercial disposition, with or without consideration, to any party
not related to LICENSEE.
2. LICENSE
2.1 GRANT. LICENSOR grants to LICENSEE, and LICENSEE accepts, an
exclusive license to the Licensed Rights to Manufacture, use, or
Transfer Licensed Products in the Territory, solely in the Licensed
Field, from the Effective Date of this Agreement to the end of the
Term of this Agreement.
2.2 SUBLICENSES. LICENSEE does not have the rights to sublicense
the Licensed Rights granted to LICENSEE under this Agreement. This
Paragraph does not apply to those entities coming within the
definition of Xxxxxx Affiliated Companies in Paragraph 1.13.
2.3 EXPLOITATION OF THE LICENSED RIGHTS. LICENSEE shall use
reasonable business efforts to exploit the Licensed Rights and
Know-how to Manufacture, use, and Transfer Licensed Products.
2.4 PERMITS. LICENSEE shall be responsible for obtaining, at its
cost, any permits, licenses, authorizations, or approvals required or
necessary by any government or other entity for LICENSEE (1) to
Manufacture, use, or Transfer any Licensed Products, or (2) to enter
into this Agreement.
2.5 TRADEMARKS AND CORPORATE NAME. LICENSEE agrees that it will
not, without LICENSOR'S express written permission, (1) use any
LICENSOR owned trade name, trademark, trade device, service xxxx,
symbol, or other identification, or any abbreviation, contraction, or
simulation thereof, or (2) represent (directly or indirectly) that
any product or service of LICENSEE is a product or service of
LICENSOR, or is made in accordance with or utilizes any materials,
information, or documentation of LICENSOR. However, LICENSEE may
xxxx Licensed Products with a notice that such products are made
under a license from LICENSOR.
2.6 MARKING REQUIREMENT. LICENSEE agrees to xxxx Licensed
Products made by or on behalf of LICENSEE with any relevant patent
number or numbers of the Licensed Rights, as supplied in writing from
time to time by LICENSOR. The notice shall be directly applied to
the Licensed Products, or when, from the character of the
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Licensed Products this cannot be done, by fixing to the Licensed
Products or their packaging a label containing a like notice.
LICENSEE may xxxx Licensed Products, or portions thereof, with
LICENSEE'S relevant patent number or numbers.
3. OBLIGATIONS OF LICENSEE
3.1 ROYALTIES UPON EXECUTION. Upon execution of this Agreement,
LICENSEE shall pay LICENSOR a one-time non-refundable lump sum
payment of *** which LICENSOR acknowledges has already been
satisfied by a reduction in the tooling charges previously charged by
LICENSEE to LICENSOR.
3.2 ROYALTIES UPON MANUFACTURE. LICENSEE agrees to pay a royalty
to LICENSOR at the following rates:
3.2.1 (a) a per unit rate of *** for HMD Version #1; (b) a per
unit rate of *** for HMD Version #1a; and (c) a per unit rate
of *** for HMD Version #2 from Transfers of Licensed Products,
until LICENSEE has paid LICENSOR *** in total per unit
royalty payments. Thereafter, the provisions of Paragraph 3.2.2
will govern royalty payments. If prior to Paragraph 3.2.2
taking effect, LICENSEE Transfers Licensed Products not
encompassed within the three specific versions for which a per
unit royalty rate has already been set, the Parties will agree
to a per unit royalty rate for those versions.
3.2.2 After LICENSEE has paid LICENSOR *** in per unit
royalties pursuant to Paragraph 3.2.1, LICENSEE shall pay
LICENSOR a running royalty at a rate of *** of Net Receipts from
Transfers of Licensed Products.
3.2.3 LICENSEE shall owe royalties to LICENSOR pursuant to
Paragraph 3.2 for all Transfers of Licensed Products occurring
before execution of this Agreement.
3.3 MINIMUM ANNUAL ROYALTY. LICENSEE must pay to LICENSOR a
minimum annual royalty of *** within 30 days after the end of
each anniversary of the Effective Date of this Agreement in order to
preserve LICENSEE'S rights under this Agreement. Royalties paid by
LICENSEE to LICENSOR under Paragraph 3.2 shall be credited against
the minimum annual royalty required by this Paragraph.
3.4 PAYMENT. The royalties are earned in the calendar quarter in
which LICENSEE Transfers or receives net receipts from Transfers of
Licensed Products, whichever occurs first. Each royalty payment to
LICENSOR must be paid within 30 days after the end of the calendar
quarter in which the royalties are earned. Royalties earned on
Licensed Products for which refunds, credits, or allowances are given
or made by LICENSEE shall be credited against future royalties due to
LICENSOR. Royalties shall be paid in U.S. dollars.
*** Portions of this page have been omitted pursuant to request for
Confidential Treatment and filed separately with the Commission.
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3.5 NO ROYALTY REDUCTIONS. Other than as provided for under
Paragraph 1.16 Net Receipts, LICENSEE'S royalty obligations shall be
exclusive of, and shall not be reduced or offset by, any charges now
or hereafter imposed on the Manufacture, use, transportation, or
Transfer of the Licensed Products, such as (1) shipping or insurance
charges; (2) taxes of any nature (including, but not limited to,
withholding taxes) imposed by any taxing jurisdiction; and/or (3)
duties or tariffs. Such charges shall be borne by, and shall be the
sole responsibility of, LICENSEE.
3.6 STATEMENTS. With each royalty payment, LICENSEE must submit
to LICENSOR a statement providing a clear computation of the royalty
payment.
3.7 INTEREST. If any royalty, charge, or fee to be paid by
LICENSEE under this Agreement becomes delinquent, it shall bear
interest at five points over prime compounded annually until paid.
If this interest rate is found to be illegal, the interest will be
compounded annually and will accrue at the highest annual rate
allowed under applicable law at the time the outstanding amount
became delinquent.
3.8 INSPECTION. LICENSEE agrees to keep or have kept separate an
adequately detailed accounting record of all Transfers of Licensed
Products during the term of this Agreement and for one year
thereafter. Upon 10 days written notice, LICENSOR may inspect the
relevant -accounting records of LICENSEE at LICENSEE'S site presently
located at 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxxx, XX 00000 to verify the
accuracy of the royalties paid or payable to LICENSOR. LICENSOR may
not make an inspection more than twice in any 12-month period. All
inspections must be during ordinary business hours, and shall be
conducted so as to not unreasonably interfere with normal business
activities. If any inspection discloses that the amount of royalties
paid to LICENSOR is incorrect in either LICENSOR'S or LICENSEE'S
favor, then any amount due to either Party must be paid within 10
days by the other Party. The Parties must bear their own costs for
any inspection.
3.9 PRODUCT DIFFERENTIATION. LICENSEE shall take affirmative
steps to make the Licensed Products distinguishable from LICENSOR'S
MHMD(s). Two specific distinguishing features shall be that
LICENSEE'S Licensed Products will not be plug compatible with
LICENSOR'S MHMD(s) and will be a significantly different color or
color scheme from LICENSOR'S MHMD(s).
3.10 MOST FAVORED PRICING. While this Agreement is in effect,
LICENSEE agrees to provide LICENSOR most favored pricing for Licensed
Products. That is, LICENSEE will transfer Licensed Products to
LICENSOR at a price that is no more than any other similar such
Transfers in substantially similar quantities, annual delivery rates
and performance specifications.
Further, LICENSEE shall give priority to LICENSOR with respect to use
of all tooling and equipment licensed under this Agreement for each
new production order received by LICENSEE from LICENSOR, if such
orders conflict with later occurring production requirements of
LICENSEE.
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3.11 DUTY NOT TO DISPARAGE. While this Agreement is in effect,
LICENSEE agrees not to disparage or cause to be disparaged LICENSOR'S
MHMD(s) or take any action that presents LICENSOR'S MHMD(s) in a
false, derogatory or unprofessional light. In particular, LICENSEE
shall not make any public comparisons between LICENSEE'S Licensed
Products and LICENSOR'S HMDs.
3.12 EXCLUSIVITY. While this Agreement is in effect, LICENSEE
agrees to work exclusively with LICENSOR for exploitation of HMDs in
the Medical Field.
4. IMPROVEMENTS
4.1 BY LICENSOR. During the Term of this Agreement, if LICENSOR
makes or acquires any Improvement, LICENSOR shall promptly disclose
the Improvement to LICENSEE, and that Improvement shall be considered
to be governed by the license granted by this Agreement.
5. TERM & TERMINATION
5.1 TERM. The initial Term of this Agreement shall be 5 years
from the Effective Date of this Agreement. The Parties may mutually
agree in writing to renew the Term of this Agreement for additional
one (1) year periods.
5.2 BY MUTUAL AGREEMENT. The Parties may mutually agree in
writing to terminate this Agreement.
5.3 LICENSEE'S OPTION TO TERMINATE AGREEMENT. LICENSEE, at its
option, may terminate this Agreement by providing LICENSOR written
notification of 2 complete calendar quarters. The date of
termination will be the last day of the second complete calendar
quarter after LICENSOR'S receipt of written notice of termination.
LICENSEE'S obligation to pay royalties to LICENSOR shall not change
during the notice period. LICENSEE may terminate this Agreement with
30 days notification to satisfy the requirements of Paragraph 7.6(D).
5.4 LICENSOR'S OPTION AT DEFAULT. LICENSOR, at its option, may
immediately terminate this Agreement if LICENSEE defaults in the
performance of any material obligation and if the default has not
been remedied within 60 days after written notice to LICENSEE
describing the default. LICENSEE'S failure to pay when due any
amount payable under this Agreement shall constitute a default in the
performance of a material obligation of this Agreement.
5.5 ACCRUED ROYALTIES PAYABLE. Within 30 days after any
termination of this Agreement, LICENSEE must pay all royalties
accrued up to the date of termination and provide an accounting for
the final period.
5.6 RIGHTS REGARDING INVENTORY. If this Agreement terminates for
any reason, except for termination pursuant to Paragraph 5.3,
LICENSEE shall have the right for a period of 180 calendar days to
dispose of any Licensed Products (including in-process products) in
its possession or control at the date of termination. However,
LICENSEE
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must make royalty payments relating to such Licensed Products
pursuant to Paragraph 3.2. Within 30 days after any termination,
LICENSEE shall provide LICENSOR with a report of LICENSEE'S current
inventory of Licensed Products as of the date of termination.
6. REPRESENTATIONS AND DISCLAIMER OF WARRANTIES
6.1 REPRESENTATION REGARDING OWNERSHIP. LICENSOR represents that
it is the owner of the Licensed Rights and that it has the right to
grant the exclusive license under this Agreement.
Appendix A, attached to and part of this Agreement, defines the
MHMD(s) related tooling owned by LICENSOR.
6.2 NO WARRANTY REGARDING INFRINGEMENT. LICENSEE acknowledges
that this Agreement grants LICENSEE a limited license under the
Licensed Rights, and that LICENSOR makes no representations that any
Licensed Product will not infringe the intellectual property rights
of any third party.
6.3 DISCLAIMER OF WARRANTIES. LICENSOR MAKES NO WARRANTIES,
EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED RIGHTS OR ANY
LICENSED PRODUCTS DESCRIBED IN THIS AGREEMENT, OR AS TO THE QUALITY,
PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR ANY PURPOSE OF THE
LICENSED RIGHTS OR ANY LICENSED PRODUCTS.
6.4 EXCLUSION AND LIMITATION OF LIABILITY. In no event shall one
Party be liable to the other Party or any third party for direct,
indirect, consequential, incidental, or punitive damages, lost
profits or lost savings, resulting from any defect in or use of any
Licensed Product. In no event shall one Party be liable to the other
Party for indirect, consequential, incidental, or punitive damages,
lost profits or lost savings, for any breach of this Agreement.
6.5 INDEMNIFICATION BY LICENSEE. LICENSEE agrees to indemnify,
defend, and hold harmless LICENSOR, and each of its employees and
agents, from and against any and all liabilities, costs, expenses,
damages, losses, actions, causes of action, and the like arising from
or relating to (directly or indirectly) any determination that
LICENSOR is liable for any direct, indirect, consequential,
incidental, or punitive damages, or lost profits or lost savings,
resulting from LICENSEE'S Manufacture, use, or Transfer of any
Licensed Product. The indemnification required by this Paragraph
shall include the payment of all attorney's fees and other expenses
(not limited to taxable costs) incurred in settling or defending any
threatened or actual Legal Action.
7. GENERAL TERMS AND CONDITIONS
7.1 ARBITRATION. All disputes between the Parties concerning the
terms and conditions of this Agreement and involving less than
$50,000 shall be subject to expedited binding arbitration outside of
the American Arbitration Association ("AAA") before an attorney or
expert who is knowledgeable and experienced in the patent field,
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and who is selected by mutual agreement of the Parties. A Party
shall commence arbitration by delivering written notice to the other
Party. If the Parties fail to agree on an arbitrator within 30 days
after notice of a commencement of arbitration is delivered,
arbitration shall be by the AAA, subject to the rules of the AAA then
in effect, except that, in any case, the arbitrator shall provide for
discovery in accordance with the Federal Rules of Civil Procedure and
Federal Rules of Evidence for a period of 120 days following the
selection of the arbitrator. Questions relating to such discovery
shall be determined by the arbitrator. Until a determination is made
in the arbitration, each Party shall share equally in the payment of
the expenses of the arbitrator, and LICENSEE shall continue to pay to
LICENSOR all royalties required by this Agreement. Judgment upon the
award rendered in any arbitration may be entered in any court having
jurisdiction of the matter.
7.2 ATTORNEY'S FEES. If any arbitration, litigation, or other
legal proceeding occurs between the Parties relating to this
Agreement, the prevailing Party shall be entitled to recover (in
addition to any other relief awarded or granted) its reasonable costs
and expenses, including attorney's fees, incurred in the proceeding.
7.3 RELATIONSHIP OF THE PARTIES. This Agreement does not
constitute a partnership agreement, nor does it create a joint
venture or agency relationship between the Parties. Neither Party
shall hold itself out contrary to the terms of this Paragraph.
Neither Party shall be liable for the representations, acts, or
omissions of the other Party contrary to the terms of this Agreement.
7.4 NOTICES. Unless otherwise provided for in this Agreement,
all notices or other communications required or permitted under this
Agreement must be in writing and either personally delivered or sent
in any fashion that provides written proof of actual delivery by a
third party. The effective date of delivery shall be considered to
be the next business day after actual delivery. Until written notice
to the contrary is given, the addresses of the Parties are as shown
on the last page of this Agreement.
7.5 WAIVER AND AMENDMENT. No waiver, amendment, or modification
of any provision of this Agreement shall be effective unless in
writing and signed by the Party against whom the waiver, amendment,
or modification is sought to be enforced. No failure or delay by
either Party in exercising any right, power, or remedy under this
Agreement shall operate as a waiver of the right, power, or remedy.
No waiver of any provision, condition, or breach of this Agreement
shall be construed as a waiver of any other provision, condition, or
breach.
7.6 ASSIGNMENT.
This Agreement is binding upon and inures to the benefit of the
successors and permitted assigns of the Parties.
(A) LICENSOR may assign its rights and obligations under this
Agreement at any time.
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(B) LICENSEE may assign its rights and obligations under this
Agreement to one of the Xxxxxx Affiliated Companies. In such
case, LICENSEE agrees to transfer and assign to such assignee
all other related agreements, subcontracts and purchase orders
between the Parties directly related to this Agreement.
(C) Notwithstanding the foregoing, if the LICENSEE should sell or
assign a substantial portion of the division or company
primarily involved in the performance under this Agreement, and
if such sale or assignment encompasses more than the contracts
and obligations directly related to this Agreement, consent of
LICENSOR for such sale or assignment shall not be required
unless such sale or assignment is to a competitor of LICENSOR in
the Medical Field as determined solely by LICENSOR.
(D) Notwithstanding the above, LICENSEE shall always have the right
to sell any of its Affiliated Companies, or all of LICENSEE, to
anyone provided that this License Agreement is terminated or
reassigned.
7.7 INTERPRETATION. The section and paragraph headings of this
Agreement are intended as a convenience only, and shall not be used
to interpret its provisions. Where the context of this Agreement
requires, singular terms shall be considered plural, and plural terms
shall be considered singular.
7.8 AMBIGUITIES. The Parties and the Parties' legal counsel have
reviewed this Agreement. Accordingly, no rule of preferential
interpretation for the non-drafting Party shall be applied to this
Agreement.
7.9 SEVERABILITY. If any provision of this Agreement is finally
held by a court or arbitration panel of competent jurisdiction to be
unlawful, the remaining provisions of this Agreement shall remain in
full force and effect to the extent that the intent of the Parties
can be enforced.
7.10 GOVERNING LAW AND FORUM. The validity, construction, and
performance of this Agreement are governed by the laws of California.
The Parties agree that California is the proper forum for any
disputes between the Parties relating to this Agreement. The Parties
consent to personal jurisdiction in California for any Legal Action
between the Parties relating to this Agreement.
7.11 SIGNATURE AUTHORITY. The persons executing this Agreement
warrant that they have the right, power, legal capacity, and
appropriate authority to enter into this Agreement on behalf of the
Party for which they have signed below.
7.12 COUNTERPARTS. For the convenience of the Parties, this
Agreement may be executed in multiple counterparts. Each Party shall
deliver to every other Party a signed original of the counterpart
executed by such Party. Each Party's signature page to a counterpart
may be appended to any other counterpart to produce a complete
document with all signatures. Each executed counterpart shall be
considered an original of one and the same Agreement if each Party
has executed at least one counterpart.
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7.13 ENTIRE AGREEMENT. This Agreement, including all referenced
attachments, constitutes the complete and final agreement between the
Parties, and supersedes all prior negotiations, agreements, and
understandings between the Parties concerning its subject matter.
7.14 VICARIOUS PERFORMANCE. LICENSOR agrees that LICENSEE may act
or perform any of its duties and obligations in this Agreement
through Kaiser Electro-Optics, located at 0000 Xxxxx Xxxxxx Xxxx,
Xxxxxxxx, XX 00000, and that the acts or performance by Kaiser
Electro-Optics shall be deemed to be the acts or performance by
LICENSEE, and that any rights granted in this Agreement to LICENSEE
shall extend to Kaiser Electro-Optics; provided, however, that
LICENSEE shall be responsible for the compliance with the terms of
this Agreement by Kaiser Electro-Optics.
AGREED:
LICENSOR LICENSEE
Vista Medical Technologies, Kaiser Aerospace & Electronics Corp.
Inc.
/s/ Xxxx Xxxx /s/ X. X. Xxxx
---------------------------- -------------------------------------
Xxxx Xxxx By: X. X. Xxxx
President ----------------------------------
0000 Xxxxxxx Xxxxxxx, Xxxxx X Title: President
Xxxxxxxx, XX 00000 -------------------------------
Address:
------------------------------
-------------------------------------
Date: December 9, 1997 Date: December 9, 1997
-------------------------- --------------------------------
and
Kaiser Electro-Optics
/s/ Xxxxxx X. Xxxxxxx
-------------------------------------
By: Xxxxxx X. Xxxxxxx
---------------------------------
Title: President
-------------------------------
Address:
------------------------------
-------------------------------------
Date: December 9, 1997
-------------------------------
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MHMD TOOLING LIST
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----------------------------------------------------------------------------------
Supplier KEO Tool Vista Contract Vista Tool Name Parts Produced
Tool No. No. Line Item
----------------------------------------------------------------------------------
146H 1 4B-1 Optics Covers Tool Cover, Outer LT
Cover, Outer RT
Cover, Inner LT
Cover, Inner RT
----------------------------------------------------------------------------------
146J 3 4B-2 IPD Mechanism Tool IPD Knob R.H.
IPD Knob L.H.
IPD Rack
----------------------------------------------------------------------------------
146K 4 4B-3 Optical Subframe Subframe
Tool
----------------------------------------------------------------------------------
146L 6 4B-4 Vertical Rail Clamp
Adjustment Tool Friction Ring
Rail Mount Knob
Rail Mount
Washer
Rail Mount Gear
----------------------------------------------------------------------------------
146M 7 4B-5 Fore/Aft Rail Mount Slide
Adjustment Tool Rail Top
----------------------------------------------------------------------------------
146N 8 4B-6 Front Hoop Tool Hoop Mount Front
----------------------------------------------------------------------------------
146O 9 4B-6 Front Hoop Tool Hoop Mount Back
----------------------------------------------------------------------------------
146P 10 4B-7 Side Hoop Tool Hoop Side Top Rt
Hoop Side Top Lt
----------------------------------------------------------------------------------
146Q 11 4B-7 Side Hoop Tool Hoop Side Bot Rt
Hoop Side Bot Lt
----------------------------------------------------------------------------------
146R 12 4B-8 Rear Hoop Tool PCB Cover
----------------------------------------------------------------------------------
146X 12 4B-8 Rear Hoop Tool PCB Base
----------------------------------------------------------------------------------
146S 13 4B-9 Lens Boot Tool Lens Boot
----------------------------------------------------------------------------------
146T 14 4B-5 Fore/Aft Bottom Rail
Adjustment Tool
----------------------------------------------------------------------------------
146U 15 4B-10 Headband Lg. Button LT/RT
Adjustment Tool Lg. Slider LT/RT
Small Button Top
Small Slider Top
----------------------------------------------------------------------------------
146V 16 N/A N/A Detent Fork
IPD Bushing
----------------------------------------------------------------------------------
146W 17 4B-12 Headset A-frame Upper Frame
Tool
----------------------------------------------------------------------------------
N/A N/A N/A Injection Molded Triplet
Optics Tool
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
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