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EXHIBIT 10.09
AMENDMENT TO
SETTLEMENT AGREEMENT AND RELEASE
This Amendment is entered into as of February 27, 1997 as an amendment
to that certain Settlement Agreement and Release dated of even date herewith
(the "Settlement Agreement") by and between the signatories to the Settlement
Agreement and Contact Lens Technologies Ltd ("CLT").
R E C I T A L S
A. Concurrent herewith the parties to the Settlement Agreement are
entering into the Settlement Agreement.
B. The parties hereto desire to amend the Settlement Agreement to (i)
set forth the handling of certain value-added tax matters and (ii) include CLT
as a party for certain purposes.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Value-Added Tax. The following language is hereby added to the end
of Section 4.07 of the Settlement Agreement:
"All payments made by OSL shall include value-added tax
at the applicable rate which is currently 17.5%, on the gross
sum payable. For the avoidance of doubt, the value-added tax
payable on the first payment of $3,333,333 shall be $583,333,
and such $583,333 shall be paid in addition to the $3,333,333.
The value-added tax shall be payable only upon delivery to OSL
of a proper value-added tax invoice addressed to OSL.
Additionally, the Defendants shall provide to OSL value-added
tax credit notes in respect of the value-added tax invoices
submitted to OSL in January 1995."
2. Applicability of Release to CLT. The parties hereby agree that all
references to the "Defendants" in Section 3 of the Settlement Agreement shall be
deemed to include CLT.
3. Applicability of Certain Other Provisions to CLT. The parties
further agree that all references to the "Defendants" in Sections 10 and 11 of
the Settlement Agreement shall be deemed to include CLT. Further, CLT agrees to
be bound by the provisions of Section 13 of the Settlement Agreement on the same
terms as the Defendants.
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4. Miscellaneous. All other provisions of the Settlement Agreement
shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have entered into this Amendment as of
the date first written above.
Contact Lens Technologies Ltd
By: /s/ Xxxxxxx Xxxxx Xxxxxx
-------------------------------
Its: Director
Address: Xxxx 0, Xxxxxxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxxx
XX0 0XX Xxxxxxx
Aspect Vision Care Ltd. /s/ Xxxxxxxx Xxxxxxxx Galley
-----------------------------------
For Xxxxxx Xxxxx Xxxxxxx
By: /s/ Xxxxxxx Xxxxx Xxxxxx
---------------------------------
Its: Director Address: 0 Xxxxxxxx Xxxxx,
Xxxxxxx, Xxxx of Wight
Address: Xxxx 0, Xxxxxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxxx
XX0 0XX Xxxxxxx /s/ Xxxxxxxx Xxxxxxxx Galley
-----------------------------------
For Xxxx Xxxxxxxx
Address: 90 Queens Drive,
New Focus Health Care Ltd. Xxxxxxxx, Xxxxxx, XX0 0XX
Xxxxxxx
By: /s/ Xxxxxxx Xxxxx Xxxxxx
----------------------------------
Its: Director
Address: Xxxx 0, Xxxxxxxxxxx Xxxx /s/ Xxxxxxxx Xxxxxxxx Galley
Berkhamstead, Hertfordshire -----------------------------------
XX0 0XX England For Xxxxxxx Xxxxxx Xxxxxxx
Address: Grimbles Barn, Xxxxxxxx Xxxxxxx
Xxxxx Xxxxxxx, Xxxxxxxxxxxxxxx XX00 0XX Xxxxxxx
/s/ Xxxxxxxx Xxxxxxxx Galley Ocular Sciences Ltd.
------------------------------------
Xxxxxxxx Xxxxxxxx Galley
By: /s/ Xxxx Xxxxx Xxxxx
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Address: Red Lodge, The Close, Its: Director
Xxxxxxxxxx, Xxxxxx X00 0XX
Xxxxxxx
Address: Reliant Close, Xxxxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxxx X000 0XX
Xxxxxxx
/s/ Xxxxxxx Xxxxx Xxxxxx
------------------------------------
Xxxxxxx Xxxxx Xxxxxx
Address: Beacon Wey, The Hangers, O.S.I. Corporation
Xxxxxxx Xxxxxxx, Xxxxx X000 0XX
Xxxxxxx By: /s/ Xxxx Xxxxx Xxxxx
------------------------------
Its: President
/s/ Xxxxxxxx Xxxxxxxx Galley Address: 000 Xxxxxx Xxxxxx
------------------------------------ So. Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
For Xxxxxx Xxxxx USA
Address: 00, Xxxxxxxxxx Xxxxxxx,
Xxxx Xxx, Xxxxxxxxxxx X00 0XX
England
/s/ Xxxx Xxxxx Xxxxx
---------------------------------------
Xxxx Xxxxx Xxxxx
Address: c/o OSI Corporation
000 Xxxxxx Xxxxxx
Xx. Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
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