Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote deletions.
LICENSE AGREEMENT
BETWEEN
VISION-SCIENCES, INC.
AND
ASAHI OPTICAL CO., LTD.
This License Agreement ("Agreement") is made as of August 6,
1998 (the "Effective Date") between (1) Vision-Sciences, Inc. ("VSI"), a
Delaware corporation with its principal place of business at ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ , ▇.▇.▇. and (2) ASAHI OPTICAL CO., LTD. ("AOC"), a
Japanese corporation with its principal office at ▇-▇▇-▇, ▇▇▇▇▇-▇▇▇,
▇▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇.
RECITALS:
A. VSI is engaged in the development and sale of industrial and medical
endoscopes and related technologies and products, and is a party to that certain
License and Manufacturing Agreement, dated as of August 6, 1998 (the "License
Agreement") between VSI and 3DV.
B. AOC is a party to that certain Agreement, dated as of the date
hereof (the "Manufacturing and Technical Assistance Agreement"), between AOC and
3DV, relating to, among other things, the manufacturing of certain products
incorporating Proprietary Rights (as defined herein).
C. AOC desires to acquire from VSI exclusive rights with respect to the
Proprietary Rights and Technology (as hereinbelow defined, respectively) in
certain fields and
Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote deletions.
to acquire from VSI and 3DV (as hereinbelow defined) certain products having
applications in those fields in accordance with the terms hereof; and
D. VSI desires to grant such rights to AOC as the sole and exclusive
Approved Assign under the License Agreement, entitled to the rights and benefits
of an Approved Assign under the License Agreement in accordance with the terms
hereof.
NOW, THEREFORE, the parties, intending to be legally bound, hereby agree
as follows:
Article I
Definitions
1.1. "3DV" means 3DV Systems Ltd., an Israeli company with its principal
place of business at ▇▇▇▇. ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇.
1.2. "Affiliate" means, with respect to a corporation or other entity,
any entity controlling, controlled by, or under common control with such first
entity.
1.3. "Claims" has the meaning set forth in Article 7.1.
1.4. "Confidential Information" has the meaning set forth in Article
10.1.
1.5. "CMOS" means active pixel CMOS-based image sensors as suggested by
[**].
1.6. "Digital Still Camera" means a camera which is designed and/or used
primarily to capture still images (as opposed to full motion video) in digital
form, and which is covered by Proprietary Rights or made by a process covered by
Proprietary Rights, which Proprietary Rights are enforceable in any country in
which the camera (or component thereof) is made, used or sold.
1.7. "Disclosing Party" has the meaning given in Article 10.1.
1.8. "Each Related Party" has the meaning given in Article 4.1.
2
Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote deletions.
1.9. "EO Element" means the electro optical element of electro
optic shutter described in the Basic Patents referred to in Article 1.13.
1.10. "Exclusive Field" means the field represented by the use,
market and application of devices designed and/or used primarily in, or capable
of substantial use in, any of the following application area: (i) [**] systems;
(ii) [**] systems; (iii) [**]a systems; and (iv) [**] systems [**].
1.11. "Nonconformities" has the meaning set forth in Articles 3.4
and 5.2.
1.12. "Product" means a device designed, made, used, offered for
sale or sold by or for AOC, which is covered by Proprietary Rights or made by a
process covered by Proprietary Rights, which Proprietary Rights are enforceable
in any country in which the device is designed, made, used or sold, regardless
whether said device includes an EO Element or not.
1.13. "Proprietary Rights" means any and all rights of 3DV or its
Affiliates, anywhere in the world, with respect to (i) the patents and patent
applications (including continuations and continuations in part to the extent
claiming the same or similar subject matter) described on Exhibit I (the "Basic
Patents") and (ii) any subsequent patents or patent applications covering
improvements, modifications and enhancements to the Basic Patents and claiming
subject matter which could not be practiced without a license or right to use
the Basic Patents and without infringing the rights underlying the Basic
Patents, together with all trade secrets and other intellectual property rights
of 3DV disclosed in the Basic Patents or in any of such other patents or patent
applications.
1.14. "Receiving Party" has the meaning given in Article 10.1.
1.15. "[**]" means [**].
1.16. "Technology" means patentable and nonpatentable technology
relating to the utilization or application of CMOS as researched or developed
singly by VSI or jointly by VSI and [**].
3
Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote deletions.
Article 2
Licenses and Other Intellectual Property Matters
2.1. VSI hereby grants and assigns to AOC, as the sole and exclusive
Approved Assign under the License Agreement, a worldwide, perpetual,
royalty-free license under all Proprietary Rights to:
2.1.1. Design, have designed, make, have made, use, offer for sale,
sell and import Products, and adapt, distribute, perform and display designs,
computer software and other works of authorship covered by Proprietary Rights,
on a sole and exclusive basis within the Exclusive Field, including all rights
to the integration of EO Element into such products and the distribution and
sale of such products, in the Exclusive Field, but excluding the right to
manufacture and supply the 3DV Component (or the EO Element, as the case may
be), which shall be reserved exclusively to 3DV except in the specific
circumstances described in Section 3.1, and
2.1.2. Design, have designed, make, have made, use, offer for sale,
sell and import Digital Still Cameras, and adapt, distribute, perform and
display designs, computer software and other works of authorship covered by
Proprietary Rights in connection with Digital Still Cameras, on a nonexclusive
basis, but excluding the right to manufacture and supply the 3DV Component (or
the EO Element, as the case may be), which shall be reserved exclusively to 3DV
except in the specific circumstances described in Section 3.1.
2.2. VSI hereby grants a worldwide, perpetual, royalty-free license:
2.2.1. Use the Technology on a sole and exclusive basis for the
utilization or application of CMOS within the field of [**] systems and related
products; and
2.2.2. Use the Technology on a non-exclusive basis for the utilization
or application of CMOS outside the field of application described in Section
2.2.1.
2.3. Notwithstanding the provisions of Articles 2.1 and 2.2 above,
VSI reserves the right to:
2.3.1. Practice and use by itself (and its subcontractors) the
Proprietary Rights for the manufacture and sale of products bearing VSI's own
trademarks, only within the field of [**] systems and related products; and
4
Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote deletions.
2.3.2. Practice and use by itself CMOS for products bearing VSI's own
trademarks in the field of [**] systems and related products.
2.4. VSI shall, at the request of AOC, permit, AOC to register, or
take other legal protection as to, the license granted to AOC hereunder at any
competent government authority, in order for AOC's position as a licensee under
this Agreement and as an Approved Assign under the License Agreement to be
effective against third parties.
2.5. VSI shall promptly upon request or otherwise on or about every
six months during the term of this Agreement disclose to AOC any invention,
discovery, design, computer software or other technology having applications in
the Exclusive Field and which relates to the subject matter of the Proprietary
Rights that is created, conceived or reduced to practice by VSI or 3DV, or its
personnel during the term of this Agreement, whether pursuant to Article 3 or
otherwise. A disclosure shall consist of a written summary sufficient to convey
a clear understanding of the nature, purpose, operation and characteristics of
the invention, discovery, design, computer software or other technology. Upon
request, VSI shall provide to AOC any information reasonably required by AOC for
the evaluation or use thereof. VSI shall consult with AOC concerning the
patenting or other legal protection of each such invention, discovery, design,
computer software or other technology
2.6. The parties acknowledge that certain devices outside the
Exclusive Field may be capable of incidental uses in the Exclusive Field and
that such incidental uses by third parties may be difficult or impossible to
discover or control. VSI, however, shall not (except as permitted in the
exercise of its rights under Section 2.3 above) directly or indirectly engage,
or assist any other person, corporation or other entity to engage, in the
design, development, manufacture, sale, marketing or use of any device in the
Exclusive Field anywhere the world during the term of this Agreement. VSI
acknowledges that its obligations under this Article 2.6 are founded upon
valuable consideration, necessary to protect the legitimate interests of AOC,
and reasonable with respect to geographic and temporal scope.
Article 3
Manufacturing of EO Element
Notwithstanding the provisions of Article 2, AOC acknowledges that 3DV shall
have an exclusive right to manufacture for AOC, and sell to AOC, EO Element to
be included in a Product manufactured and sold by or for AOC in accordance with
the terms and conditions set forth in the Manufacturing and Technical Assistance
Agreement, a copy of which is attached hereto as Exhibit A.
5
Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote deletions.
Article 4
Technical Assistance
4.1. At the request of AOC and within a reasonable period of time
after such request, VSI shall from time to time make arrangements, so that [**]
or his assistants ("Each Related Party") will furnish AOC with all information
necessary to integrate the Technology, and VSI shall accordingly cause Each
Related Party to furnish AOC with such information by causing Each Related Party
to disclose the same in documentary form, by causing Each Related Party to
respond to inquiries from AOC, by causing Each Related Party to dispatch its
technical experts to AOC or to accept AOC's personnel at Each Related Party's
facilities, or by causing Each Related Party to take other suitable measures.
Article 5
Priority Development and Supply of CMOS
5.1. VSI shall develop the CMOS applicable to industrial and medical
endoscope systems and realted products, with first priority over other areas,
and shall manufacture and supply such CMOS to AOC at the fair, reasonable and
most favorable prices and conditions. So far as such development is made by VSI,
AOC shall purchase from VSI the CMOS to be used by AOC in the Exclusive Field.
5.2. Such sale and purchase of CMOS shall be governed by the
provisions of this Article 5.2.
5.2.1. At any time during the term of this Agreement, AOC may order
CMOS from VSI by submitting a purchase order therefor to VSI, and the price and
delivery schedule for such CMOS shall be negotiated in good faith between VSI
and AOC. VSI shall not unreasonably refuse to accept, or delay its acceptance
of, any such purchase order and shall, upon the acceptance of any such purchase
order, deliver the CMOS ordered, in accordance with the requirements of this
Agreement and the specifications, delivery schedule and other requirements
applicable under the purchase order. All such deliveries shall be F.O.B. port of
export (in accordance with INCOTERMS 1990), unless the purchase order specifies
otherwise.
6
Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote deletions.
Article 6
Representations and Warranties
6.1. The parties each represent and warrant that they have the right,
power and authority to enter into and to perform their obligations under this
Agreement.
6.2. VSI represents and warrants that:
6.2.1. It is a corporation duly organized under the laws of the State
of Delaware;
6.2.2. It has the right to grant the rights granted in Article 2;
6.2.3. This Agreement is not in violation of any obligation it has to
any third Party;
6.2.4. All transactions contemplated in this Agreement are lawful and
not in violation of any laws and regulations both in Japan and in the United
States of America.
6.2.5. The CMOS manufactured and sold by VSI and the subsequent use and
resale thereof, will not infringe any patent, trade secret, copyright, mask work
right or other proprietary right of any third party;
6.2.6. The CMOS manufactured and sold by VSI and the subsequent use and
resale thereof, shall conform to any applicable requirements of this Agreement
and the relevant purchase order, be free of design defects that would render the
CMOS inoperable or unusable in Products, and be free of defects in materials and
workmanship for a period of one year from their acceptance by AOC. If CMOS fails
to conform to the representation and warranty of this Article 6.2.6, VSI shall
promptly remedy, or shall cause [**] to promptly remedy, such failure at the
expense of VSI; and
6.2.7. All the Proprietary Rights shall be maintained in effect and
valid pursuant to all applicable local laws and regulations, and the Technology
is and consist of patentable and nonpatentable technology relating to the
utilization or application of CMOS which is available to VSI at the time of the
furnishing thereof to AOC.
6.3. AOC represents and warrants that:
6.3.1. It is a corporation duly organized under the laws of Japan; and
6.3.2. This Agreement is not in violation of any obligation it has to
any third Party;
7
6.4. NEITHER PARTY MAKES ANY OTHER EXPRESS OR IMPLIED WARRANTIES OR
ANY KIND (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE).
Article 7
Indemnity
7.1. VSI shall defend, indemnify and hold harmless AOC and its
customers, directors, officers, agents, employees and shareholders from and
against all claims, liabilities, suits, losses, damages and expenses, including
costs and reasonable attorney's fees, but excluding consequential or special
damages ("Claims") relating to or resulting from (i) breach of any of the
representations and warranties made by VSI in Article 6, (ii) the use or sale of
CMOS manufactured and sold by VSI. If CMOS manufactured and sold by VSI
infringes any patent, trade secret, copyright, mask work right or other
propriety right of any third party, VSI shall use commercially reasonable
efforts, at VSI's expense, to promptly procure the rights necessary for the
continueduse and sale of such CMOS or modify the design of the CMOS so as to
render it noninfringing.
7.2. AOC shall defend, indemnify and hold harmless VSI and its
directors, officers, agents, employees and shareholders from and against all
Claims relating to or resulting from (i) breach of any of the representations
and warranties made by AOC in Article 6, or (ii) the manufacture, use or sale of
Products manufactured and sold by AOC, except to the extent such Claims are
covered by Article 7.1
7.3. In connection with any Claim covered by Article 7.1 or 7.2, (i)
the indemnifying party shall assume, at its cost and expense, control of the
defense or settlement of such Claim through counsel selected by the indemnifying
party; (ii) the indemnified party shall have the right to participate in the
defense or settlement of the Claim at its expense; and (iii) the parties shall
cooperate to the extent necessary in the defense of the Claim.
8
Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote deletions.
Article 8
Third Party Infringement
8.1. AOC shall have the right, but not the obligation, to enforce the
Proprietary Rights against infringement by a third party in the Exclusive Field.
If AOC elects to enforce the Proprietary Rights, AOC's enforcement action shall
be at AOC's expense, and AOC shall have the right to retain any settlement
amounts or judgments recovered through such enforcement. AOC shall have the
right to join ▇▇▇, ▇▇▇ or [**] as a party plaintiff if necessary or desirable in
such enforcement. VSI shall fully cooperate with and supply, and shall cause 3DV
or [**], as the case may be, to fully cooperate with and supply, all assistance
reasonably requested by AOC in such enforcement, including by making its
employees available to testify when requested and to make available relevant
records, papers, information, samples, specimens and the like, at AOC's cost and
expense.
Article 9
Insurance
9.1. VSI shall, at its sole expense, maintain policies of
comprehensive general liability insurance issued by insurers acceptable to AOC
in amounts reasonably acceptable to the parties as they shall determine from
time to time. Such insurance shall provide (i) product liability coverage and
(ii) broad form contractual liability coverage for the indemnity in Article 7.
Such insurance shall name AOC as additional insureds. Such insurance shall be
primary coverage without right of contribution from any AOC insurance. Insurance
obtained by AOC is for the exclusive benefit of AOC.
9.2. VSI shall provide AOC with written evidence of such insurance
upon request of AOC.
Article 10
Confidentiality
10.1. For the purpose of this Article 10, the term "Confidential
Information" means any information used in or relating to the business of one
party (the "Disclosing Party"), including but not limited to information
concerning the Disclosing Party's research, development efforts, trade secrets,
product or marketing plans, vendor or customer relationships, finances, business
operations or affairs and any information of third parties that the
9
Disclosing Party maintains in confidence, and all tangible embodiments of such
information, that is received by the other party (the "Receiving Party"), in any
form
10.2. A Receiving Party shall not use the Disclosing Party's
Confidential information for any purpose other than in accordance with this
Agreement and shall not disclose Confidential Information to any person other
than its employees and its independent contractors subject to a nondisclosure
obligation comparable in scope to this Article 10, which employees and
independent contractors have a need to know such Confidential Information;
provided that AOC may, to the extent reasonably necessary, disclose to its
customers and suppliers technical information concerning the performance
characteristics of CMOS or Technology, which information is of a type reasonably
and customarily disclosed to customers and suppliers on a non-confidential
basis, in connection with the manufacture, use or sale of Products or other
products for which CMOS is used.
10.3. Notwithstanding Article 10.2, a Receiving Party may use for any
purpose or disclose any information that the Receiving Party can show (i) is or
becomes publicly known through no fault of the Receiving Party; (ii) is
developed independently by the Receiving Party; (iii) is known by the Receiving
Party when disclosed by the Disclosing Party, if the Receiving Party does not
then have a duty to maintain its confidentiality; or (iv) is rightfully obtained
by the Receiving Party form a third party not obligated to preserve its
confidentiality. A Receiving Party also may disclose Confidential Information to
the extent required by a court or other governmental authority, provided that
(a) the Receiving Party gives the Disclosing Party reasonable notice of the
disclosure, (b) the Receiving Party uses reasonable efforts to resist disclosing
the Confidential Information, and (c) the Receiving Party cooperates with the
Disclosing Party on request to obtain a protective order or otherwise limit the
disclosure.
10.4. The parties acknowledge that either party's breach of Article
10.2 would cause the other party irreparable injury for which it would not have
an adequate remedy at law. In the event of a breach, the non-breaching party
shall be entitled to injunctive relief in addition to any other remedies it may
have at law or in equity.
10
Article 11
Limitation of Liability
11.1. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT
SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES AS THE RESULT OF ANY
CLAIM ARISING UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY WAS ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
Article 12
Term and Termination
12.1. This Agreement shall remain in effect unless terminated in
accordance with the provisions of this Article 12.
12.2. Each party shall have the right to terminate this Agreement if
the other party breaches its obligations under this Agreement and fails to
remedy the breach within ninety (90) days after receiving notice of the breach
from the nonbreaching party.
12.3. AOC shall have the right to terminate this Agreement without
cause upon thirty (30) days written notice to VSI.
12.4. VSI shall have the right to terminate this Agreement upon thirty
(30) days written notice to AOC if AOC becomes the subject of voluntary
bankruptcy, insolvency or similar proceedings, or involuntary proceedings not
dismissed within ninety (90) days.
12.5. In the event of any termination of this Agreement, all of
Proprietary Rights and Technology shall revert to VSI, including any of
Proprietary Rights or Technology with respect to improvements, modifications and
enhancements to, and applications of VSI technology created, conceived or
reduced to practice under this Agreement.
Article 13
Notices
13.1. All notices sent under this Agreement shall be in writing and
(i) hand delivered, (ii) transmitted by legible telecopy, with a copy sent
concurrently by certified airmail, return receipt requested; or (iii) delivered
by prepaid overnight courier. Such notices shall be deemed effective when
received.
11
13.2. Notices shall be sent to the parties at the following addresses
or such other addresses as the parties subsequently may provide:
If to VSI:
Vision-Sciences, Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇
Attn: Katsumi Oneda
Tel: ▇-▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇-▇▇▇-▇▇▇-▇▇▇▇
If to AOC:
Asahi Optical Co. Ltd.
▇-▇▇-▇ ▇▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇-▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇
Attn. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
Tel: ▇▇-▇-▇▇▇▇-▇▇▇▇
Fax: ▇▇-▇-▇▇▇▇-▇▇▇▇
Article 14
Miscellaneous
14.1. All communications between the parties shall be in the English
language.
14.2. Except as may be required by applicable law, neither party may,
without prior written consent of the other party, use the name or any trademark
of the other party in any advertising or publicity material, or make any form of
representation or statement which would constitute an express or implied
endorsement by the other party of any product.
14.3. Nothing in this Agreement shall be construed as creating a
partnership, joint venture or agency relationship between the parties, or as
authorizing either party to act as agent for the other.
14.4. This Agreement shall be governed by and construed in accordance
with the laws of New York, with the same force and effect as if executed and to
be fully performed therein. Unless amicably settled through mutual consultation
between the parties, all disputes, controversies of differences which may arise
between the parties out of our in relation to or in
12
connection with this Agreement or any breach thereof shall be settled by
arbitration. The place of arbitration shall be, unless otherwise agreed between
the parties, the country in which the respondent resides. In case the respondent
is VSI, the arbitration shall be conducted in New York by the American
Arbitration Association under the American Arbitration Association. In case the
respondent is AOC, the arbitration shall be conducted in Tokyo by the Japan
Commercial Arbitration Association under the Commercial Arbitration Rules
thereof. The award rendered in such arbitration shall be final and binding upon
both parties. The parties hereby exclude from application to this Agreement the
United Nations Convention on Contracts for the International Sale of Goods.
14.5. The provisions of this Agreement are severable, and the
unenforceability of any provision of this Agreement shall not affect the
enforceability of the remainder of this Agreement. The parties acknowledge that
it is their intention that if any provision of this Agreement is determined by a
court to be unenforceable as drafted, that provision should be construed in a
manner designed to effectuate the purposes of that provision to the greatest
extent possible under applicable law.
14.6. The rights and remedies provided in this Agreement and all other
rights and remedies available to either party at law or in equity are, to the
extent permitted by law, cumulative and not exclusive of any other right or
remedy now or hereafter available at law or in equity. Neither asserting a right
nor employing a remedy shall preclude the concurrent assertion of any other
right or employment of any other remedy, nor shall the failure to assert any
right or remedy constitute a waiver of that right or remedy.
14.7. Except as otherwise specifically provided in this Agreement,
neither party shall assign any of its rights or obligations nor subcontract or
otherwise delegate any of its duties under this Agreement to any third party
without the prior written consent of the other party, which shall not be
withheld unreasonably. Any assignment or delegation in violation of this Article
14.7 shall be void.
14.8. This Agreement shall be binding upon and inure to the benefit of
the parties, their successors, permitted assigns and legal representatives.
14.9. All headings in this Agreement are included solely for convenient
references and shall not affect the meaning or interpretation of this Agreement.
14.10. This Agreement may be executed in counterparts, each of which
shall be deemed to be original but all of which together shall constitute a
single instrument.
14.11. The provisions of Articles 6, 7, 10, 11, 12, 13, and 14 shall
survive the expiration or termination of this Agreement.
14.12. This Agreement and the License Agreement sets forth the entire
agreement of the parties concerning the subject matter hereof and supersedes all
prior agreements between
13
the parties concerning the subject matter hereof. Amendments to this Agreement
must be in writing signed by duly authorized officers of the parties. No claimed
oral agreement in respect thereto shall be considered as any part hereof.
14.13. No waiver of or change in any of the terms hereof subsequent to
the execution hereof claimed to have been made by any representative of either
party shall have any force or effect unless in writing, signed by duly
authorized representatives of the parties.
Article 15
Repurchase of VSI Stock
15.1. In addition to any and all relief, remedies, damages and rights
available to AOC under this Agreement and under law, in the event of any breach
of this Agreement by VSI or failure by VSI to timely perform any of its
obligations hereunder or if any representations or warranties of VSI hereunder
are not accurate and true or do not remain accurate and true during the term of
this Agreement, AOC shall have the right, at any time thereafter, to require VSI
to buy back the two million (2,000,000) shares of common stock in VSI, at price
of two point fifty U.S. dollars (U.S. $2.50) per share, that were purchased by
AOC in August 1998, and VSI shall thereupon promptly repurchase all the shares
at such price.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers.
VISION-SCIENCES, INC. ASAHI OPTICAL CO., LTD.
By: /s/Katsumi Oneda By: /s/Tohru Mataumoto
------------------------ -----------------------
Name: Katsumi Oneda Name: Tohru Mataumoto
------------------------ -----------------------
Title: President Title: President
------------------------ -----------------------
Date: August 6, 1998 Date: August 10, 1998
---------------------------- ---------------------
14
Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote deletions.
(EXHIBIT I)
BASIC PATENTS
1. [**]
2. [**]
3. [**]
4. [**]
5. [**]
6. [**]
I. Registered / Issued Patent Rights:
Country Patent Registration/ Date of Registration/
Issuance No. Issuance
II. Patent Applications:
Country Patent Application No. Date of Application
15
