EXHIBIT 10.2
AMENDMENT NUMBER TWO OF RESEARCH, DEVELOPMENT
AND EXPERIMENTAL COST SHARING AGREEMENT
This AMENDMENT NUMBER TWO OF RESEARCH, DEVELOPMENT AND EXPERIMENTAL
COST SHARING AGREEMENT, dated as of August 23, 2002, (the "Agreement") is
entered into by and among VISX, Incorporated, a Delaware corporation ("VISX")
and Medjet Inc., a Delaware corporation (the "Company").
BACKGROUND
A. VISX and the Company are parties to that certain Research,
Development and Experimental Cost Sharing Agreement, dated as of August 17, 2001
(the "R&D Agreement"). In addition, VISX, Orion Acquisition Corp., a Delaware
corporation and the Company are parties to that certain Agreement and Plan of
Merger and Reorganization, dated as of August 17, 2001 (the "Merger Agreement").
Capitalized terms used herein but not defined shall have the meanings set forth
in the Merger Agreement and the R&D Agreement, as the case may be.
B. The Company and VISX are currently negotiating the terms of a
possible extension of the R&D Agreement and a related extension of the
termination date of the Merger Agreement (the "Extensions").
C. The parties desire to extend the termination date of the R&D
Agreement for a period of ten days to allow for completion of the negotiation of
the Extensions.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing, and the
representations, warranties, and conditions set forth below, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. AMENDMENT TO SECTION 6. Section 6 of the R&D Agreement is hereby
amended by inserting the words "and ten days" immediately following "12 months."
2. ACKNOWLEDGMENT OF NO FUNDING OBLIGATION. The parties hereby
acknowledge that no payments will be due the Company from VISX during the ten
day extension of the R&D Agreement provided for in this Agreement.
3. MISCELLANEOUS.
(a) Waivers and Amendments. Any provision of this Agreement may be
amended, waived or modified only upon the written consent of VISX and the
Company.
(b) Governing Law. This Agreement and all actions arising out of or
in connection with this Agreement shall be governed by and construed in
accordance with the laws of
the State of Delaware, without regard to the conflicts of law provisions of the
State of Delaware or of any other state.
(c) Entire Agreement. This Agreement and the R&D Agreement
constitute and contain the entire agreement between VISX and Company, whether
written or oral, respecting the subject matter hereof.
(d) Notices. All notices and other communications hereunder shall
be made in accordance with the notice provisions of the R&D Agreement.
(e) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall be deemed to constitute one instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
date and year first written above.
VISX, INCORPORATED MEDJET INC.
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxxx Xxxxxxxx Xxxxxx X. Xxxxxx
Vice President, Controller Chief Executive Officer
[SIGNATURE PAGE TO AMENDMENT NUMBER TWO OF R&D AGREEMENT]
