EXHIBIT 10.9
RESEARCH, DEVELOPMENT AND EXPERIMENTAL COST SHARING AGREEMENT
This RESEARCH, DEVELOPMENT AND EXPERIMENTAL COST SHARING AGREEMENT (the
"AGREEMENT") is entered into as of August 17, 2001 (the "EFFECTIVE DATE") by and
between VISX, Incorporated ("VISX"), a Delaware corporation, and Medjet Inc.
("MEDJET"), a Delaware corporation.
BACKGROUND
VISX desires to finance costs to support research, development, and associated
experimental work that will be incurred to develop waterjet related technology
and products, including a waterjet microkeratome and other potential
technologies and products such as those for use in drug delivery and dentistry
(collectively, the "PRODUCTS") for a 12 month period following the Effective
Date. The Products will include any processes, techniques and designs used in
the production or application of the Products. Medjet desires to provide
research, development and experimental services with respect to the Products for
a 12 month period following the Effective Date.
I. COSTS. VISX WILL CONTRIBUTE CASH IN THE FOLLOWING AMOUNTS AND MANNER TO
SUPPORT RESEARCH INTO, EXPERIMENTATION AND, WHERE POSSIBLE, DEVELOPMENT OF
COMMERCIALLY SALEABLE PRODUCTS ("R&D ACTIVITIES"). THESE COSTS THAT ARE
FUNDED BY VISX AND INCURRED BY MEDJET ARE INTENDED TO BE INCIDENT TO THE
DEVELOPMENT OR IMPROVEMENT OF THE PRODUCTS. THE EXPENDITURES ARE FOR
ACTIVITIES INTENDED TO DISCOVER INFORMATION THAT WOULD ELIMINATE
UNCERTAINTY CONCERNING THE DEVELOPMENT OF THE PRODUCTS. ALL SUCH
EXPENDITURES WILL BE REASONABLE UNDER THE CIRCUMSTANCES AND IN AMOUNTS THAT
WOULD ORDINARILY BE PAID FOR LIKE ACTIVITIES BY LIKE ENTERPRISES UNDER LIKE
CIRCUMSTANCES. VISX UNDERSTANDS THAT SUCH EXPENDITURES WILL COVER THOSE
SERVICES AND EXPENSES, INCLUDING ADMINISTRATIVE EXPENSES, NECESSARY TO
FULLY SUPPORT MEDJET'S OPERATIONS IN PURSUIT OF THE R&D ACTIVITIES.
A. MONTHLY PLANNING AND FUNDING.
1. For the first six months, the minimum monthly payment will be no
less than $150,000 per month. For the second six months, the
minimum monthly payment will be no less than $100,000 per month.
The first payment will be due on the Effective Date. Subsequent
minimum monthly payments will be paid by the first day of each
calendar month during the 12 month period following the Effective
Date. The first and last payments will be prorated if for partial
calendar months.
2. Medjet will maintain records of its R&D Activities and provide a
report to VISX at the end of each month (the "MONTHLY REPORT")
detailing: Medjet's expenditures for that month, R&D Activities
for that month and a forecast of planned R&D Activities and
expenditures for the next three months. VISX will have the right
to review Medjet's records relating to the items set forth in the
Monthly Report.
B. ADDITIONAL/TOTAL FUNDING. VISX MAY, AT ITS SOLE DISCRETION, PROVIDE
ADDITIONAL FUNDING ABOVE THE MINIMUMS SET FORTH IN SECTION 1.1.(A).
SUCH ADDITIONAL FUNDING, IF ANY, WILL BE PROVIDED BASED ON THE
FORECAST OF FUTURE R&D ACTIVITIES AND EXPENDITURES CONTAINED IN THE
MONTHLY REPORT. THE PARTIES ESTIMATE THAT FUNDING DURING THE SECOND
SIX MONTHS WILL EXCEED $100,000 PER MONTH IF PROGRESS IS MADE AS
ANTICIPATED, BUT THAT TOTAL FUNDING FOR THE 12 MONTH PERIOD WILL NOT
EXCEED $2,500,000.
II. RESEARCH AND EXPERIMENTATION. MEDJET WILL PROVIDE THE PREMISES AND THE
HUMAN ENGINEERING ACTIVITIES TO CARRY OUT R&D ACTIVITIES.
A. DIRECTION. MEDJET WILL CONDUCT R&D ACTIVITIES AT THE DIRECTION OF VISX
AND ENDEAVOR TO DESIGN AND DEVELOP THE PRODUCTS TO VISX'S
SPECIFICATIONS.
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B. SOLE ENDEAVOR. DURING THE TERM OF THIS AGREEMENT, EACH MEDJET EMPLOYEE
INVOLVED IN RESEARCH OR DEVELOPMENT MUST ENGAGE ONLY IN R&D ACTIVITIES
AND NOT RESEARCH OR DEVELOPMENT OF ANY PRODUCT OR TECHNOLOGY OTHER
THAN THE PRODUCTS. IF A MEDJET CONTRACTOR IS INVOLVED IN RESEARCH OR
DEVELOPMENT, THAT CONTRACTOR'S SERVICES PROVIDED TO MEDJET MUST
CONSIST ONLY OF R&D ACTIVITIES AND NOT RESEARCH OR DEVELOPMENT OF ANY
PRODUCT OR TECHNOLOGY OTHER THAN THE PRODUCTS. DURING THE TERM OF THIS
AGREEMENT, MEDJET WILL NOT ENTER INTO ANY LICENSE AGREEMENT WITH A
THIRD PARTY, OR ANY OTHER AGREEMENT WITH A THIRD PARTY (OTHER THAN
EMPLOYEES AND CONTRACTORS INVOLVED IN PROVIDING R&D ACTIVITIES TO
MEDJET, AS CONTEMPLATED HEREBY) REGARDING THE RESEARCH, DEVELOPMENT,
COMMERCIALIZATION, SALE, LICENSE OR USE OF ANY OF MEDJET'S SERVICES,
INTELLECTUAL PROPERTY, PRODUCTS OR TECHNOLOGY, INCLUDING BUT NOT
LIMITED TO (A) TECHNOLOGY DEVELOPED UNDER THIS AGREEMENT, (B) THE
PRODUCTS OR (C) PRODUCTS SIMILAR TO THE PRODUCTS, WITHOUT VISX'S PRIOR
WRITTEN CONSENT.
C. INFRINGEMENT. MEDJET WILL NOT KNOWINGLY INFRINGE THIRD PARTY
INTELLECTUAL PROPERTY RIGHTS IN THE COURSE OF R&D ACTIVITIES OR
PROVIDING ANY DESIGNS, PROTOTYPES OR PRODUCTS WITH RESPECT TO THE R&D
ACTIVITIES (THE "DELIVERABLES"). THE R&D ACTIVITIES AND DELIVERABLES
WILL BE CARRIED OUT BY EMPLOYEES OF MEDJET WITHIN THE SCOPE OF THEIR
EMPLOYMENT AND UNDER OBLIGATION TO ASSIGN INVENTIONS, INTELLECTUAL
PROPERTY, DESIGNS AND TECHNIQUES TO MEDJET ARISING FROM THEIR
EMPLOYMENT, OR BY INDEPENDENT CONTRACTORS UNDER WRITTEN OBLIGATIONS TO
ASSIGN ALL INVENTIONS, INTELLECTUAL PROPERTY, DESIGNS AND TECHNIQUES
TO MEDJET ARISING FROM SUCH R&D ACTIVITIES.
III. CLINICAL TESTING. MEDJET WILL WORK WITH VISX TO PERFORM CLINICAL TESTS AND
RESEARCH OF THE PRODUCTS AND WATERJET TECHNOLOGY AS VISX MAY REQUIRE,
PROVIDED THAT SUCH TESTS AND RESEARCH ARE WITHIN MEDJET'S ABILITY AND
RESOURCES TO EXECUTE.
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IV. INTELLECTUAL PROPERTY RIGHTS. THIS AGREEMENT DOES NOT CONSTITUTE A LICENSE
OF EITHER PARTY'S PRE-EXISTING INTELLECTUAL PROPERTY. THE PARTIES WILL
CONSULT AND COOPERATE WITH EACH OTHER WITH RESPECT TO OBTAINING PATENT
PROTECTION FOR INVENTIONS RESULTING FROM R&D ACTIVITIES; HOWEVER, NEITHER
PARTY HAS ANY OBLIGATION TO PURSUE PATENT PROTECTION FOR INVENTIONS
RESULTING FROM R&D ACTIVITIES. VISX AND MEDJET WILL JOINTLY OWN ALL
INTELLECTUAL PROPERTY AND ANY RESULTING PATENTS DEVELOPED BY EITHER PARTY
UNDER THIS AGREEMENT. MEDJET WILL PROVIDE ALL REASONABLE ASSISTANCE TO
VISX, AT VISX'S EXPENSE, INCLUDING WITHOUT LIMITATION EXECUTING ALL
DOCUMENTS REASONABLY REQUESTED BY VISX, IN CONNECTION WITH ANY SUCH
PROSECUTION AND PERFECTING VISX'S RIGHTS IN ANY SUCH PATENT APPLICATIONS
AND PATENTS. TO THE EXTENT POSSIBLE WITHOUT A LICENSE GRANT FROM THE PARTY
OWNING THE INTELLECTUAL PROPERTY NOT JOINTLY OWNED, MEDJET AND VISX WILL
EACH BE ABLE TO EXPLOIT THE INTELLECTUAL PROPERTY DEVELOPED FROM THESE
ACTIVITIES, BUT WILL NOT BE ABLE TO EXPLOIT THE INTELLECTUAL PROPERTY OF
THE OTHER PARTY DEVELOPED PRIOR TO (OR OTHER THAN FROM) THESE RESEARCH AND
DEVELOPMENT ACTIVITIES, UNLESS SUCH OTHER PARTY DECIDES TO GRANT IT A
LICENSE TO DO SO.
V. CONFIDENTIAL INFORMATION. EXCEPT AS PROVIDED HEREIN, AND FOR 5 YEARS AFTER
THE EFFECTIVE DATE, EACH OF VISX AND MEDJET WILL MAINTAIN IN CONFIDENCE,
AND WILL NOT USE FOR ANY PURPOSE OR DISCLOSE TO ANY THIRD PARTY,
INFORMATION DISCLOSED BY THE OTHER PARTY IN WRITING AND MARKED
"CONFIDENTIAL" OR THAT IS DISCLOSED ORALLY AND CONFIRMED IN WRITING AS
CONFIDENTIAL WITHIN 45 DAYS FOLLOWING SUCH DISCLOSURE (COLLECTIVELY,
"CONFIDENTIAL INFORMATION").
A. INTERNAL USE. EACH OF VISX AND MEDJET MAY DISCLOSE THE OTHER'S
CONFIDENTIAL INFORMATION TO EMPLOYEES OR AGENTS REQUIRING ACCESS
THERETO SOLELY FOR PURPOSES OF PERFORMING ITS OBLIGATIONS OR
EXERCISING ITS RIGHTS GRANTED UNDER THIS AGREEMENT; PROVIDED THAT
PRIOR TO MAKING SUCH DISCLOSURES, EACH SUCH EMPLOYEE OR AGENT IS
APPRISED OF THE DUTY AND OBLIGATION TO MAINTAIN CONFIDENTIAL
INFORMATION IN CONFIDENCE AND NOT TO USE SUCH INFORMATION FOR ANY
PURPOSE OTHER THAN IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT. AS REQUIRED, EACH PARTY WILL TAKE ALL STEPS NECESSARY TO
ENSURE THAT ITS EMPLOYEES AND AGENTS WILL COMPLY WITH THE
CONFIDENTIALITY TERMS AND CONDITIONS OF THIS SECTION 5.
B. EXCEPTIONS. CONFIDENTIAL INFORMATION DOES NOT INCLUDE INFORMATION THAT
THE RECEIVING PARTY SHOWS BY COMPETENT WRITTEN PROOF:
(i) was already known to the receiving party, other than under an
obligation of confidentiality, at the time of disclosure by the other
party;
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(ii) was generally available to the public or otherwise part of
the public domain at the time of its disclosure to the receiving party
by the other party;
(iii) became generally available to the public or otherwise part
of the public domain after its disclosure and other than through any
act or omission of the receiving party in breach of this Agreement;
(iv) was disclosed to the receiving party, other than under an
obligation of confidentiality to a third party, by a third party who
had no obligation to the disclosing party not to disclose such
information to others;
(v) was approved for release by written authorization of the
disclosing party; or
(VI) IS INDEPENDENTLY DEVELOPED BY EMPLOYEES OR CONTRACTORS OF
THE RECEIVING PARTY OR ANY OF ITS AFFILIATES WITHOUT USING ANY OF THE
OTHER PARTY'S CONFIDENTIAL INFORMATION.
C. PERMITTED USAGE. EACH PARTY HERETO MAY USE OR DISCLOSE THE OTHER
PARTY'S CONFIDENTIAL INFORMATION TO THE EXTENT SUCH USE OR DISCLOSURE
IS REASONABLY NECESSARY IN: (I) FILING, PROSECUTING OR DEFENDING
PATENT APPLICATIONS, (II) LITIGATION ARISING FROM THE PATENTS OR
PATENT APPLICATIONS UNDER THIS AGREEMENT, (III) COMPLYING WITH
APPLICABLE GOVERNMENTAL REGULATIONS OR OTHERWISE SUBMITTING
INFORMATION TO TAX OR OTHER GOVERNMENTAL AUTHORITIES, (IV) ENFORCING
THIS AGREEMENT OR (V) CONDUCTING CLINICAL TRIALS, PROVIDED THAT IF A
PARTY IS REQUIRED TO MAKE ANY SUCH DISCLOSURE OF ANOTHER PARTY'S
CONFIDENTIAL INFORMATION, IT WILL GIVE REASONABLE ADVANCE NOTICE TO
THE LATTER PARTY OF SUCH DISCLOSURE AND, SAVE TO THE EXTENT
INAPPROPRIATE IN THE CASE OF PATENT APPLICATIONS, WILL USE ITS BEST
EFFORTS TO SECURE CONFIDENTIAL TREATMENT OF SUCH INFORMATION PRIOR TO
ITS DISCLOSURE (WHETHER THROUGH PROTECTIVE ORDERS OR OTHERWISE).
D. CONFIDENTIAL TERMS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH OF VISX
AND MEDJET AGREES NOT TO DISCLOSE ANY FINANCIAL TERMS OF THIS
AGREEMENT TO ANY THIRD PARTY WITHOUT THE CONSENT OF THE OTHER PARTY
EXCEPT AS REQUIRED BY SECURITIES OR OTHER APPLICABLE LAWS OR
REGULATIONS; PROVIDED, HOWEVER, THAT EACH OF VISX AND MEDJET AGREES TO
USE ITS REASONABLE COMMERCIAL EFFORTS TO OBTAIN CONFIDENTIAL TREATMENT
FROM THE SECURITIES AND EXCHANGE COMMISSION OR OTHER REGULATORY BODY.
EACH PARTY MAY DISCLOSE THIS AGREEMENT TO ITS RESPECTIVE ATTORNEYS AND
ACCOUNTANTS IN CONNECTION WITH THEIR REVIEW OF THIS AGREEMENT OR IN
CONNECTION WITH THE FILING OF REPORTS WITH THE SECURITIES AND EXCHANGE
COMMISSION, AND, SUBJECT TO REASONABLE CONDITIONS OF CONFIDENTIALITY,
TO PROSPECTIVE AND OTHER INVESTORS, ACQUIRERS OR MERGER PARTNERS,
PROFESSIONAL ADVISORS AND OTHERS WITH WHOM SUCH PARTY HAS OR IS
CONSIDERING A BUSINESS RELATIONSHIP.
VI. TERM AND TERMINATION. THIS AGREEMENT WILL REMAIN IN EFFECT FOR 12 MONTHS
FOLLOWING THE EFFECTIVE DATE, UNLESS EARLIER TERMINATED AS PROVIDED BELOW.
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A. TERMINATION FOR DEFAULT. THIS AGREEMENT MAY BE TERMINATED BY ONE PARTY
UPON WRITTEN NOTICE BY REASON OF A MATERIAL DEFAULT BY THE OTHER PARTY
THAT THE BREACHING PARTY FAILS TO REMEDY WITHIN 30 DAYS (OR 15 DAYS IN
CASE OF A FAILURE TO MAKE A PAYMENT PROVIDED FOR HEREUNDER), AFTER
WRITTEN NOTICE THEREOF BY THE NON-BREACHING PARTY.
B. TERMINATION IN EVENT OF BANKRUPTCY. EITHER PARTY MAY TERMINATE THIS
AGREEMENT UPON BANKRUPTCY, INSOLVENCY, DISSOLUTION OR WINDING UP OF
THE OTHER.
C. EFFECT OF TERMINATION. TERMINATION OF THIS AGREEMENT FOR ANY REASON
WILL NOT RELIEVE THE PARTIES OF ANY OBLIGATION THAT ACCRUED PRIOR TO
SUCH TERMINATION. UPON TERMINATION, EACH PARTY WILL RETURN OR DESTROY
THE OTHER PARTY'S CONFIDENTIAL INFORMATION IN ITS CONTROL OR
POSSESSION. THE PROVISIONS OF SECTION 4, SECTION 5 AND SECTION 7 IN
THEIR ENTIRETY AND THIS SECTION 6.3 WILL SURVIVE TERMINATION OF THIS
AGREEMENT.
VII. MISCELLANEOUS.
A. GOVERNING LAW. THIS AGREEMENT, AND ANY DISPUTE ARISING FROM THE
PERFORMANCE OR BREACH HEREOF, WILL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES. THE PREVAILING
PARTY IN ANY LEGAL ACTION TO ENFORCE OR INTERPRET THIS AGREEMENT SHALL
BE ENTITLED TO REASONABLE COSTS AND ATTORNEYS' FEES AND EXPENSES IN
CONNECTION THEREWITH.
B. INDEPENDENT CONTRACTORS. THE RELATIONSHIP OF THE PARTIES HERETO IS
THAT OF INDEPENDENT CONTRACTORS. THE PARTIES HERETO ARE NOT DEEMED TO
BE AGENTS, PARTNERS OR JOINT VENTURERS OF THE OTHERS FOR ANY PURPOSE
AS A RESULT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
MEDJET WILL HAVE SOLE LIABILITY FOR THE ACTIONS AND OMISSIONS OF ITS
EMPLOYEES AND CONTRACTORS. MEDJET WILL INDEMNIFY VISX AGAINST ANY
CLAIM BY MEDJET'S EMPLOYEES OR CONTRACTORS FOR WORKERS' COMPENSATION
OR OTHER CLAIMS BY MEDJET'S EMPLOYEES OR CONTRACTORS ARISING UNDER
THIS AGREEMENT. MEDJET WILL ALSO MAINTAIN REASONABLE AND CUSTOMARY
INSURANCE COVERAGE FOR GENERAL LIABILITY, PROPERTY AND CASUALTY
CLAIMS. IN THE EVENT THE INTERNAL REVENUE SERVICE OR ANY OTHER STATE
OR LOCAL AGENCY DETERMINES THAT MEDJET IS A COMMON LAW EMPLOYEE OF
VISX AND THEREFORE SUBJECT TO WITHHOLDING AND PAYROLL TAXES (E.G.
FEDERAL INCOME TAX, FICA, FUTA, ETC.) MEDJET WILL FULLY INDEMNIFY VISX
FOR ALL SUCH WITHHOLDING AND PAYROLL TAXES, AND ASSOCIATED INTEREST
AND PENALTIES ASSESSED AGAINST VISX IN CONNECTION WITH SUCH
DETERMINATION.
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C. ASSIGNMENT. NEITHER PARTY MAY ASSIGN THIS AGREEMENT WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY, EXCEPT THAT EITHER PARTY MAY
ASSIGN THIS AGREEMENT WITHOUT SUCH CONSENT TO AN ENTITY THAT ACQUIRES
ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF SUCH PARTY
PERTAINING TO THE SUBJECT MATTER HEREOF, WHETHER BY MERGER,
REORGANIZATION, ACQUISITION, SALE OR OTHERWISE. ANY OTHER ATTEMPTED
ASSIGNMENT OF THIS AGREEMENT WILL BE VOID. SUBJECT TO THE FOREGOING,
THIS AGREEMENT WILL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
PARTIES AND THEIR SUCCESSORS, HEIRS AND ASSIGNS.
D. NOTICES. ALL NOTICES, REQUESTS AND OTHER COMMUNICATIONS HEREUNDER WILL
BE IN WRITING AND WILL BE PERSONALLY DELIVERED OR SENT BY TELECOPY OR
OTHER ELECTRONIC FACSIMILE TRANSMISSION OR BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, IN EACH CASE TO THE
RESPECTIVE ADDRESS APPEARING BELOW EACH PARTY'S SIGNATURE, OR SUCH
OTHER ADDRESS AS MAY BE SPECIFIED IN WRITING TO THE OTHER PARTY
HERETO.
E. PARTIAL INVALIDITY. IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE
INVALID BY A COURT OF COMPETENT JURISDICTION, THEN THE REMAINING
PROVISIONS WILL REMAIN, NEVERTHELESS, IN FULL FORCE AND EFFECT. THE
PARTIES AGREE TO RENEGOTIATE IN GOOD FAITH ANY PROVISION HELD INVALID
AND TO BE BOUND BY THE MUTUALLY AGREED SUBSTITUTE PROVISION IN ORDER
TO GIVE THE MOST APPROXIMATE EFFECT ORIGINALLY INTENDED BY THE
PARTIES.
F. SEVERABILITY. IN THE EVENT THAT ANY PROVISIONS OF THIS AGREEMENT ARE
DETERMINED TO BE INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT
JURISDICTION, THE REMAINDER OF THE AGREEMENT WILL REMAIN IN FULL FORCE
AND EFFECT WITHOUT SAID PROVISION. IN SUCH EVENT, THE PARTIES WILL IN
GOOD FAITH NEGOTIATE A SUBSTITUTE CLAUSE FOR ANY PROVISION DECLARED
INVALID OR UNENFORCEABLE, WHICH WILL MOST NEARLY APPROXIMATE THE
INTENT OF THE PARTIES IN ENTERING THIS AGREEMENT.
G. WAIVER. IT IS AGREED THAT NO WAIVER BY EITHER PARTY HERETO OF ANY
BREACH OR DEFAULT OF ANY OF THE COVENANTS OR AGREEMENTS HEREIN SET
FORTH WILL BE DEEMED A WAIVER AS TO ANY SUBSEQUENT AND/OR SIMILAR
BREACH OR DEFAULT.
H. COMPLETE AGREEMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT,
BOTH WRITTEN AND ORAL, BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF, AND ALL PRIOR AGREEMENTS RESPECTING THE SUBJECT MATTER
HEREOF, EITHER WRITTEN OR ORAL, EXPRESSED OR IMPLIED, ARE MERGED AND
CANCELED, AND ARE NULL AND VOID AND OF NO EFFECT. NO AMENDMENT OR
CHANGE HEREOF OR ADDITION HERETO WILL BE EFFECTIVE OR BINDING ON
EITHER OF THE PARTIES HERETO UNLESS REDUCED TO WRITING AND DULY
EXECUTED ON BEHALF OF BOTH PARTIES HERETO.
I. HEADINGS. THE CAPTIONS TO THE SECTIONS HEREOF ARE NOT A PART OF THIS
AGREEMENT, BUT ARE INCLUDED MERELY FOR CONVENIENCE OF REFERENCE ONLY
AND WILL NOT AFFECT ITS MEANING OR INTERPRETATION.
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J. COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF
WHICH WILL BE DEEMED AN ORIGINAL AND WHICH TOGETHER WILL CONSTITUTE
ONE INSTRUMENT.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date first above written.
VISX, INCORPORATED
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President, Controller
Address for VISX, Incorporated With a copy to:
VISX, Incorporated Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
3400 Central Expressway 000 Xxxx Xxxx Xxxx
Xxxxx Xxxxx, XX 00000-0000 Xxxx Xxxx, XX 00000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxx Attention: Xxxx Xxxx, Esq.
MEDJET INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xx. Xxxxxx X. Xxxxxx
Title: Chief Executive Officer
Address for Medjet Inc.: With a copy to:
Medjet Inc. Xxxxxx Xxxx & Xxxxxx LLP
0000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000 000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
Attention: Xx. Xxxxxx X. Xxxxxx Attention: Xxxx X. Xxxxxxx, Esq.
