LICENSE AGREEMENT BETWEEN AND AMONG CIBA VISION AG, AND BAUSCH & LOMB INCORPORATED
Exhibit
(10)-pp
BETWEEN
AND AMONG
CIBA
VISION AG,
AND
BAUSCH
& LOMB INCORPORATED
Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated with an asterisk (“*”). As part of our confidential treatment
request, a complete version of this exhibit has been filed separately with
the
Securities and Exchange Commission.
TABLE
OF CONTENTS
|
Article
I - Definitions
|
2
|
|
Article
II - Grants Of Licenses
|
3
|
|
Article
III - Payments
|
3
|
|
Article
IV - Confidentiality and Publicity
|
5
|
|
Article
V - Disclaimers
|
5
|
|
Article
VI - Dispute Resolution
|
6
|
|
Article
VII - Marking
|
7
|
|
Article
VIII - Indemnity
|
7
|
|
Article
IX - Notice
|
8
|
|
Article
X - Assignment
|
8
|
|
Article
XI - Most Favored Nation Terms
|
9
|
|
Article
XII - Miscellaneous Provisions
|
10
|
This
License Agreement, made and entered into simultaneously with the accompanying
Settlement Agreement this 1st
day of
July 2004 (the "Effective Date"), by and among the following (hereinafter
the
“Parties”):
CIBA
Vision AG, a Swiss corporation, with its principal place of business at
Xxxxxxxxxxxxxx 00, XX-0000 Xxxxxxx, Xxxxxxxxxxx;
Bausch
& Lomb Incorporated, a New York corporation, with its principal place of
business at 0 Xxxxxx & Xxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx; and
WITNESSETH
WHEREAS,
the Parties are involved in various legal disputes relating to intellectual
property rights and the enforcement thereof; and
WHEREAS,
the Parties desire to resolve certain of such disputes while minimizing the
burden and expense of further litigation and have entered into a Settlement
Agreement executed concurrently with this License Agreement, a copy of which
is
attached hereto and incorporated herein by reference.
NOW,
THEREFORE, the Parties hereby agree as follows:
Article
I -
Definitions
1.01 “Affiliate”
shall
mean any and all persons, corporations or business entities
which, directly or indirectly, are controlled by, control, or are under common
control with a Party. For this purpose, the meaning of the word “control” shall
mean direct or indirect ownership of at least fifty percent (50%) of the voting
shares or interest of such corporation or business entity.
1.02 “B&L”
shall mean Bausch & Lomb Incorporated, a New York corporation, with its
principal place of business at 0 Xxxxxx & Xxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx,
and its Affiliates.
1.03 “CIBA”
shall mean CIBA Vision AG, a Swiss corporation, with its principal place
of
business at Xxxxxxxxxxxxxx 00, XX-0000 Xxxxxxx, Xxxxxxxxxxx, and its
Affiliates.
1.04 “Effective
Date” shall mean the date first written hereinabove.
1.05 “CIBA
Patent Rights” shall mean US Patent Nos. 5,760,100; 5,789,461; 5,849,811;
5,766,999; and 5,965,631; all other patents and patent applications in all
countries of the world corresponding thereto, having priority derived therefrom;
all divisional, continuation and continuation-in-part applications derived
from
any of the above applications or patents; all patents issuing as a result
of the
above patent applications; and all patents of addition, reissues,
reexaminations, and extensions of any of the above patents.
1.06 “B&L’s
Licensed Products” shall mean contact lenses, which in the absence of this
license agreement would infringe at least one claim of CIBA Patent Rights;
or
contact lenses which are made using a process or machine covered by a claim
of
CIBA Patent Rights. However, B&L’s Licensed Products shall not encompass or
include CIBA’s FOCUS Night & Day contact lenses or contact lenses made from
the specific contact lens materials in Examples A1 - G6 of US Patent No.
5,760,100. For the purposes of determining the royalties under the Settlement,
the Parties agree and stipulate that *.
1.07 “B&L
Patent Rights” are US Patent Nos. 6,312,706; 6,596,294; and 5,681,510; all other
patents and patent applications in all countries of the world corresponding
thereto, having priority derived therefrom; all divisional, continuation
and
continuation-in-part applications derived from any of the above applications
or
patents; all patents issuing as a result of the above patent applications;
and
all patents of addition, reissues, reexaminations, and extensions of any
of the
above patents.
1.08 “CIBA’s
Licensed Products” shall mean contact lenses, which in the absence of this
license agreement would infringe at least one claim of B&L Patent Rights; or
contact lenses which are made using a process or machine covered by a claim
of
B&L Patent Rights.
1.09 “Net
Sales” shall mean for the purposes of calculating the royalty due, in any case
where a Licensed Product is sold or commercially disposed of for value by
B&L or its Affiliate in an arm’s length transaction with a third party
(other than an Affiliate of B&L) in any geographic location, the
*.
Article
II -
Grants
Of Licenses
2.01 CIBA
hereby grants to B&L a royalty bearing, irrevocable, worldwide,
non-exclusive license, with no right to sublicense, under the CIBA Patent
Rights
to make, have made, import, use, sell, and offer to sell B&L’s Licensed
Products.
2.02 B&L
hereby grants to CIBA a royalty-free, worldwide, irrevocable, non-exclusive
license, with no right to sublicense, under the B&L Patent Rights to make,
have made, import, use, sell, and offer to sell CIBA’s Licensed
Products.
Article
III -
Payments
3.01 Royalties.
In
consideration of the settlement of litigation and rights granted herein,
and in
view of the accounting and other difficulties associated with B&L’s
providing detailed reports for sales of B&L’s Licensed Products in
individual countries on a worldwide basis, B&L shall pay CIBA Vision AG
royalties during the term of this Agreement of * of the Net Sales of B&L’s
Licensed Products; said royalties being understood and deemed to constitute
a
reasonable valuation of the license rights and other consideration granted
to
B&L herein.
3.02 Effect
of Claim Invalidity.
If, in
any proceeding in which the validity, infringement, or priority of invention
of
any claim of CIBA Patent Rights is in issue, a judgment or decree is entered
which becomes not further reviewable through the exhaustion of all permissible
applications for rehearing or review by a superior tribunal, or through the
expiration of time permitted for such applications (hereinafter referred
to as a
"final judgment"), determining that all claims of the CIBA Patent Rights
that
cover the B&L Licensed Products are invalid, not infringed, and/or
unenforceable, then, B&L shall be relieved prospectively from the date of
such final judgment from paying royalties due for sales of B&L Licensed
Products, which are
both:
| (a) |
manufactured
in any country having no valid CIBA Patent Rights;
and
|
| (b) |
sold
in that country or any other country having no valid CIBA Patent
Rights.
|
3.03 Bundled
Products.
If
B&L Licensed Products are sold in a single bundled sale (including a single
invoice or transaction) with non-licensed products, the sales price of B&L’s
Licensed Products shall, *.
3.04 Payment
Schedule.
Royalties under Section 3.01 of this Agreement shall be payable in US Dollars
on
a quarterly basis and shall be due within forty-five (45) days following
the end
of each of B&L’s fiscal quarters (the “Royalty Payment Dates”).
3.05 Reports.
B&L
shall report accrued royalties due under Section 3.04 to CIBA by submitting
a
written report with its payments. Each such report shall include a computation
of the royalties so accrued, including the trade designation of each of
B&L’s Licensed Products that has been sold; the Net Sales applicable to each
such product; a computation of the total royalties for the quarter using
the
applicable royalty rate (including the currency exchange rates used in such
calculations pursuant to Section 3.07); and any credit against royalties
due
B&L for returns. An authorized representative of B&L shall state that
such report is computed in compliance with the contractual requirements of
this
Agreement. B&L shall pay to CIBA interest * per annum on all royalties not
paid when due. In the event past due royalties, found by an arbitrator to
be due
and payable, are collected through bankruptcy or judicial proceedings by
an
attorney or placed in the hands of an attorney for collection, then B&L
agrees to pay CIBA's reasonable attorneys' fees and other costs of
collection.
3.06 Records
and Inspection.
B&L
shall keep true and accurate records, files, and books of account containing
all
the data reasonably required for the full computation and verification of
the
royalties to be paid and the information to be given in accompanying reports.
CIBA’s designated agent (under obligation of strict confidentiality), shall,
upon written request to B&L, be entitled at CIBA's sole cost and expense to
inspect pertinent books and records of B&L in Rochester, New York, once each
calendar year to determine the accuracy and completeness of any report made
to
CIBA. In the event such examination reveals any discrepancy between the
royalties actually paid by B&L during the period covered by the examination
and the amount actually due under this Agreement, B&L shall pay to CIBA the
amount of * in the case of an underpayment and CIBA shall reimburse B&L the
amount of * in the event of an overpayment. In the event an underpayment
represents ten percent (10%) or more of the amount payable for such period,
B&L shall pay to CIBA the sum of * per annum. B&L agrees to retain such
books, records and accounts for a period of at least three (3) years after
the
close of the period to which such books, records and accounts
relate.
3.07 Currency.
All
royalty payments shall be made in United States Dollars. For purposes of
determining the applicable royalty rate to be paid according to Section 3.01
above, the Net Sales shall be converted on a country-by-country basis each
month
from the currency used in each such country to United States Dollars. The
relevant exchange rate shall be the rate set by B&L’s corporate finance
department on a monthly basis, in accordance with its standard policies and
procedures consistently applied, and consistent with the methodology applied
in
B&L’s consolidated audited financials.
Article
IV -
Confidentiality and Publicity
4.01 The
financial terms of this License Agreement are to be kept confidential and
not
disclosed to any third-party, except as required by law, court order, or
the
requirement of a securities exchange on which the Party's securities are
traded,
in each case as reasonably determined by such Party based on the opinion
of its
external counsel.
4.02
The
Parties agree not to issue any press release disclosing the existence of
or
relating to this Agreement; except as attached at Appendix A, or upon mutual
agreement, in writing, between the Parties.
*
Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
*
Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
*
Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
4.03 The
Parties agree not to issue any press release disclosing the existence of
or
relating to this Agreement; except as attached at Appendix A, or upon mutual
agreement, in writing, between the Parties.
4.04 In
publicizing anything made, used, or sold under the licenses granted in this
Agreement, no Party shall use the name of any other Party or otherwise refer
to
any Affiliate thereof, except with the written approval of the other
Party.
Article
V -
Disclaimers
5.01 Nothing
in this Agreement shall be construed as:
| (a) |
A
warranty or representation by any Party as to the validity,
enforceability, or scope of its own Patent Rights;
or
|
| (b) |
A
warranty or representation that anything made, used, sold, or otherwise
disposed of under any license granted in this Agreement is or will
be free
from infringement of patents of third persons;
or
|
| (c) |
A
requirement that any Party shall file any patent application, secure
any
patent, or maintain any patent in force;
or
|
| (d) |
An
obligation to bring or prosecute actions or suits against third parties
for infringement of any patent; or
|
| (e) |
An
obligation to furnish any manufacturing or technical information,
or any
information concerning pending patent applications;
or
|
| (f) |
Conferring
a right to use in advertising, publicity, or otherwise any trademark
or
tradename of any Party from which a license is received under this
Agreement.
|
5.02 No
non-assertion, immunity, covenant not to xxx, or license is given, by
implication or otherwise, with respect to any technology, patent application
or
patent, except as set forth in the accompanying Settlement Agreement and
in
Article II. Particularly, no rights are granted herein under US Patent No.
4,711,943 (the “Xxxxxx Patent”); and B&L will remain enjoined from making,
importing, using, offering for sale, or selling in the United States contact
lens materials and contact lenses made from *,
until
after the expiration of the Xxxxxx Patent, April 26, 2005.
Article
VI -
Dispute Resolution
6.01 In
the
event of any dispute, claim, question, or disagreement arising from or relating
to this agreement or the breach thereof, the parties hereto shall use their
best
efforts to settle the dispute, claim, question, or disagreement. To this
effect,
they shall consult and negotiate with each other in good faith and, recognizing
their mutual interests, attempt to reach a just and equitable solution
satisfactory to both parties. If they do not reach such solution within a
period
of 60 days, then, upon notice by either party to the other, all disputes,
claims, questions, or differences shall be finally settled by arbitration
administered by the American Arbitration Association (“AAA”) in accordance with
the provisions of its Patent Arbitration Rules, and judgment may be entered
by a
court having jurisdiction thereof.
6.02 The
arbitration shall be conducted by three (3) arbitrators selected in accordance
with Rule 12 of the Patent Arbitration Rules. Prior to the commencement of
hearings, each of the arbitrators appointed shall provide an oath or undertaking
of impartiality.
6.03 The
place
of arbitration shall be Washington, District of Columbia.
6.04 In
any
arbitration between the Parties, the validity or enforceability of any B&L
Patent Rights or of any CIBA Patent Rights shall not be contested and the
claims
of the CIBA Patent Rights shall be construed as set forth in Judge Xxxxxxx
Story’s Order on claim construction, dated March 14, 2003.
6.05 If
the
time limit of Section 6.06 is extended at the opposed request of, or made
necessary by, B&L, then B&L shall place in escrow with the American
Arbitration Association, as the escrow agent, disputed royalties due under
this
agreement, pending the outcome of the arbitration. The escrow agent shall
be
entitled to release the royalties as directed by the arbitrators in the award,
unless the parties agree otherwise in writing.
6.06 The
award
shall be made within three (3) months of the filing of the notice of intention
to arbitrate (demand), and the arbitrators shall agree to comply with this
schedule before accepting appointment. However, this time limit may be extended
by agreement of the parties or by the arbitrators if necessary.
6.07 The
award
shall be in writing, shall be signed by a majority of the arbitrators, and
shall
include a statement setting forth the reasons for the disposition of any
claim.
6.08 The
arbitrators shall award to the prevailing party, if any, as determined by
the
arbitrators, all of its costs and fees. "Costs and fees" mean all reasonable
pre-award expenses of the arbitration, including the arbitrators' fees,
administrative fees, travel expenses, out-of-pocket expenses such as copying
and
telephone, court costs, court reporters’ fees, witness fees, and attorneys'
fees.
6.09 No
party
nor an arbitrator may disclose the existence, content, or results of any
arbitration hereunder without the prior written consent of both parties,
except
as may be required by law, court order, or the requirement of a securities
exchange on which the Party's securities are traded, in each case as reasonably
determined by such Party based on the opinion of its external
counsel.
6.10 The
United States Arbitration Act shall govern the interpretation and enforcement
of
Article VI, and any proceedings carried out thereunder.
Article
VII -
Marking
7.01 Upon
execution of this Agreement, both Parties will make commercially reasonable
efforts to begin affixing the applicable U.S. patent numbers for the other’s
Patent Rights to the box packaging for all of their respective Licensed Products
sold in the U.S. in accordance with 35 U.S.C. § 287.
7.02 Each
Party shall ensure product marking is completed (for product packaged after
the
Effective Date) within a commercially reasonable time period after the Effective
Date, but in no case shall it be completed later than April 26, 2005.
7.03 The
Parties agree that the terms of this Article will be satisfied by listing
the
appropriate U.S. Patent Rights on the package preceded by the language, “Mfg.
and/or Licensed under one or more of the following:” or substantially similar
language.
Article
VIII -
Indemnity
8.01 B&L
shall indemnify and hold CIBA and its predecessors, successors, assigns,
parents, subsidiaries, and affiliated corporations, and each and all of their
present and former officers, directors, partners, principals, employees,
shareholders, trustees, attorneys, insurers, suppliers and customers (direct
or
indirect) acting in their capacity as suppliers to and/or customers of CIBA,
their respective spouses, successors, heirs, executors, estates, administrators,
representatives, attorneys and agents, harmless from and against any third
party
claims, judgments, damages, costs (including attorneys’ fees) and expenses
arising out of B&L’s making, having made, importing, using, selling or
offering for sale B&L’s Licensed Products.
8.02 CIBA
shall indemnify and hold B&L and its predecessors, successors, assigns,
parents, subsidiaries, and affiliated corporations, and each and all of their
present and former officers, directors, partners, principals, employees,
shareholders, trustees, attorneys, insurers, suppliers and customers (direct
or
indirect) acting in their capacity as suppliers to and/or customers of B&L,
their respective spouses, successors, heirs, executors, estates, administrators,
representatives, attorneys and agents, harmless from and against any third
party
claims, judgments, damages, costs (including attorneys’ fees) and expenses
arising out of CIBA’s making, having made, importing, using, selling or offering
for sale CIBA’s Licensed Products.
Article
IX -
Notice
9.01 Notice.
Any
notice, report, or payment provided for in this agreement shall be deemed
sufficiently given when sent by certified or registered mail addressed to
the
Party for whom intended at the address given below or at such changed address
as
the party shall have specified by written notice.
| (a) |
For
CIBA:
CIBA
Vision AG
|
Xxxxxxxxxxxxxx 00
XX-0000 Xxxxxxx
XXXXXXXXXXX
ATTN: Legal Department
With
a
copy to
CIBA
Vision Corporation
Vice President and General Counsel
00000 Xxxxx Xxxxx Xxxxxxx
Xxxxxx, XX 00000
| (b) |
For
B&L:
Bausch
& Lomb, Inc.
|
Senior
Vice President & General Counsel
Xxx
Xxxxxx & Xxxx Xxxxx
Xxxxxxxxx,
XX 00000
Article
X -
Assignment
10.01 Assignment.
The
License Agreement imposes personal obligations on both Parties. Neither Party
may assign any rights, except to an Affiliate, under the License Agreement
without the written consent of the other Party. Any such attempt to assign
shall
be null and void. However, the License Agreement may be transferred without
consent as part of the sale or transfer of substantially the entire business
of
a Party to which the Licensed Products relate.
10.02 Assigns.
The
rights and obligations of the Parties shall inure to the benefit of and shall
be
binding upon the Parties, their respective successors, assigns, heirs, and
personal representatives.
*
Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
Article
XI -
Most Favored Nation Terms
11.01 Financial
Terms.“Financial
Terms,” as used herein, shall include, but not be limited to,
*.
11.02 Notice.
If CIBA
enters into a Future Agreement under which it grants a license under the
CIBA
Patent Rights for products competitive with the B&L Licensed Products, in
any or all of the Major Markets, defined herein as the United States, Japan
or
Worldwide, CIBA shall notify a mutually acceptable independent accounting
firm
of recognized national standing (“Arbitrator”) of the Financial Terms of the
Future Agreement. If the Arbitrator deems the Financial Terms for one or
more of
the Major Market, judged as a whole for each Major Market, to be potentially
more favorable (“Potentially More Favorable Financial Terms”) than those set
forth in this Agreement, then the Arbitrator shall give written notice to
B&L of the More Favorable Financial Terms.
11.03 Substitution
Right.
If the
parties agree or it is otherwise judged in arbitration as set forth hereinbelow
that the Potentially More Favorable Financial Terms for a Major Market are
actually more favorable than those in this Agreement, then B&L shall have
the option of electing to substitute, as a whole for such Major Market,
prospectively from the effective date of the Future Agreement, the Potentially
More Favorable Financial Terms for said Major Market for the financial terms,
as
a whole, set forth in this Agreement for said Major Market. This option shall
expire unless exercised by giving CIBA written notice within sixty (60) days
of
B&L’s receipt of notice of the More Favorable Financial Terms.
11.04 Valuation
Basis.
The
parties expressly agree that the valuation shall be based solely on Financial
Terms in the Future Agreement (including any other agreements which relate
or
refer to the Future Agreement) as compared solely to financial terms in this
Agreement.
11.05 Arbitration.
If,
after negotiating in good faith, the parties fail to reach agreement on the
valuation for each Major market within sixty (60) days after B&L receives
notice of the More Favorable Financial Terms, then the valuation of the More
Favorable Financial Terms relative to the financial terms of this Agreement
shall be determined by a mutually acceptable independent accounting firm
of
recognized national standing by binding, final arbitration.
Article
XII -
Miscellaneous Provisions
12.01 Governing
Law and Jurisdiction.
Except
as provided for in Section 6.10, this Agreement shall be governed by and
construed in accordance with the internal substantive and procedural laws
of the
State of New York without regard to conflict of laws principles. Further,
to the
extent necessary to enforce the provisions of Section 6.01 and awards granted
pursuant thereto, the Parties agree that the United States District Court
for
the Northern District of Georgia will retain jurisdiction over the Parties
and
this matter pursuant to Kokkonen
v. Guardian Life Ins. Co.,
000
X.X. 000 (1994).
12.02 Term.
This
Agreement shall run from the Effective Date to the expiration of the
last-to-expire of the Parties’ Patent Rights. However, the terms of Section 4.01
and Article VIII will survive the termination or expiration of the
Settlement.
12.03 Headings.
The
headings appearing herein have been inserted solely for the convenience of
the
parties hereto and shall not affect the construction, meaning or interpretation
of this Agreement.
12.04 Integration.
The
terms and provisions contained in this License Agreement and the attached
Settlement Agreement constitute the entire agreement and understanding between
the parties regarding the subject matter of this Agreement. No party to this
Agreement has relied or will rely on any representation or agreement of the
other except to the extent set forth herein, and no party to this Agreement
shall be bound by or charged with any oral, written or implied agreements,
representations, warranties, understandings, commitments or obligations not
specifically set forth herein. This Agreement may not be released, discharged,
abandoned, changed or modified in any manner except by an instrument in writing
signed by a duly-authorized officer of each of the parties hereto.
12.05 Non-Waiver.
The
failure of either Party at any time to require performance by the other Party
of
any provisions of this Agreement shall in no way affect the right of such
Party
to require future performance of that provision. Any waiver by either Party
of
any breach of any provision of this Agreement shall not be construed as a
waiver
of any continuing or succeeding breach of such provision, a waiver of the
provision itself, or a waiver of any right under this Agreement.
12.06 Counterparts.
This
Agreement may be executed in separate counterparts, each of which so executed
and delivered shall constitute an original, but all such counterparts shall
together constitute one and the same instrument. Any such counterpart may
comprise one or more duplicates or duplicate signature pages, any of which
may
be executed by less than all of the Parties, provided that each Party executes
at least one such duplicate or duplicate signature page. The Parties stipulate
that a photostatic copy of an executed original will be admissible in evidence
for all purposes in any proceeding as between the Parties.
12.07 Power
and Authorization.
Each
Party represents and warrants that it has all requisite power and authority
(corporate and otherwise) to enter into this Agreement, and has duly authorized
by all necessary action the execution and delivery hereof by the officer
or
individual whose name is signed on its behalf below.
12.08 Right
to Grant License.
CIBA
represents and warrants in respect to the CIBA Patent Rights that it has
legal
power to extend the rights granted to B&L in this Agreement and that it has
not made and will not make any commitments to others inconsistent with or
in
derogation of such rights. CIBA represents and warrants that CIBA Vision
Corporation, a Delaware corporation, with its principal place of business
at
00000 Xxxxx Xxxxx Xxxxxxx, Xxxxxx, Xxxxxxx, is an Affiliate, as that term
is
defined herein, of CIBA Vision AG and that CIBA Vision AG has the entire
right
to extend the rights granted to B&L in this Agreement.
12.09 Interpretation
and Construction.
This
Agreement has been fully and freely negotiated by the Parties hereto with
the
advice of legal counsel, shall be considered as having been drafted jointly
by
the Parties hereto, and shall be interpreted and construed as if so drafted,
without construction in favor of or against any Party on account of its
participation in the drafting hereof.
12.10 Acknowledgement.
Each
party has executed this Agreement without reliance upon any promise,
representation or warranty other than those expressly set forth herein. Each
party acknowledges that (i) it has carefully read this Agreement, (ii) it
has
had the assistance of legal counsel of its choosing (and such other
professionals and advisors as it has deemed necessary) in the review and
execution hereof, (iii) the meaning and effect of the various terms and
provisions hereof have been fully explained to it by such counsel, (iv) it
has
conducted such investigation, review and analysis as it has deemed necessary
to
understand the provisions of this Agreement and the transactions contemplated
hereby, and (v) it has executed this Agreement of its own free
will.
[SIGNATURE
PAGE FOLLOWS]
Each
of
the parties hereto has caused this Agreement to be executed by its respective
duly-authorized officer as of the day and year first written above.
CIBA
VISION AG
BY:
__/s/
[Signatory Illegible]____________________
TITLE:
Regional Finance Officer Europe
DATE:
July 1, 2004
BAUSCH
& LOMB INCORPORATED
BY:
Xxxxxx X. Xxxxxx
TITLE:
Senior Vice President and general Counsel
DATE:
July 1, 2004
*
Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
