EXHIBIT 10.5.2
March 3, 2003
Xx. Xxxxx Xxxxx
CEO
Xxxxxx Corp.
0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
RE: PRESBY CORP. RPO TERM SHEET
Dear Xxxxx:
This letter will confirm the agreement reached between CIBA Vision and
Presby Corp. regarding CIBA Vision's participation in the proposed transaction
described in the February 21, 2003 Second Supplement to the Confidential Private
Placement Memorandum dated October 29, 2002 (the "PPM"). Specifically, CIBA and
Xxxxxx agree to amend Section 2.2 of the License Agreement by and between CIBA
Vision AG and Presby Corp. dated March 6, 2002 (the "License Agreement") to
provide for the following in lieu of the existing subparagraphs (i) and (ii) of
Section 2.2;
(i) Upon the closing of the initial tranche of the Private Placement,
including CIBA's participation therein as described in the PPM,
the grant of rights to CIBA under the License Agreement shall be
expanded to provide CIBA with exclusive rights to make, have made,
use and sell Products (as defined in the License Agreement) in the
United States for the treatment of ocular hypertension and / or
glaucoma; and,
(ii) Upon the closing of the second tranche of the Private Placement,
including CIBA's participation therein as described in the PPM,
the grant of rights to CIBA under the License Agreement shall be
expanded to provide CIBA with exclusive rights to make, have made,
use and sell Products (as defined in the License Agreement) in the
United States for the treatment of presbyopia and / or hyperopia.
CIBA and Xxxxxx also agree to amend Section 3.5(b) of the License Agreement as
follows:
Subparagraph 3.5(b)(i) is amended by deleting the following "Except as
provided in subparagraph (ii) below".
Subparagraph 3.5(b)(ii) is deleted in its entirety.
The foregoing amendment shall become effective as of the Closing Date, as
defined in the PPM. The parties further acknowledge and agree that CIBA's
participation in the Private Placement in accordance with the PPM shall satisfy
CIBA's Initial Equity Investment obligation under Section 3.5(a) of the License
Agreement.
If the terms set forth above are acceptable to Presby Corp., please sign
where indicated below and return an executed copy of this letter to the
undersigned.
Sincerely,
/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
Head, CIBA Vision Surgical Business Franchise
ACCEPTED AND AGREED:
BY: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
CEO, Presby Corp.
DATE: 3/3/03
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