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Title: |
License Agreement |
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Date: |
2005 |
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$41 |
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ID: |
#1035805 |
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THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
LICENSE AGREEMENT
This License Agreement (this "Agreement") is entered by and between
SurgiLight, Inc., a Florida corporation ("SurgiLight"), and Biolase
Technology, Inc., a Delaware corporation ("Biolase"), as of February
3, 2005 together referred to as the Parties.
RECITALS
WHEREAS, Biolase desires to obtain a license to certain patents
owned or licensed by SurgiLight in the field of presbyopia and
certain ophthalmology patents on the terms and conditions set forth
herein; and
WHEREAS, SurgiLight desires to grant a license to certain patents
owned or licensed by SurgiLight to Biolase on the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants made by each
party herein, and other good and valuable consideration, the receipt
and sufficiency is hereby acknowledged by each party, the parties hereby
agree as follows:
AGREEMENT
For purposes of this Agreement, the following terms shall have their
respective definitions set forth below and the following terms,
conditions, representations and agreements are hereby incorporated
into this Agreement:
"Licensed Patents" shall mean those patents listed in Appendix B.
"Presbyopia Field of Use" shall mean laser treatment of presbyopia,
including any inherent and/or coincident, related procedures and
benefits.
"Ophthalmology Field of Use" shall mean the medical specialty
encompassing the anatomy, functions, pathology and treatment of the eye.
"Ophthalmic Other Patents" shall mean patents owned by or licensed to
Surgilight covering subject matter concerning the use of Er:YAG or
mid-infrared lasers within the Ophthalmology Field of Use but not
within the Presbyopia Field of Use for the treatment of ophthalmic
conditions other than Presbyopia, such as [CONFIDENTIAL TREATMENT
REQUESTED]. Appendix C lists such Ophthalmic Other Patents for the
anterior segment ("Anterior Segment Patents," Appendix C-1) and
refractive ("Refractive Patents, " Appendix C-2).
"Patents" means (i) those patents and patent applications listed on
Appendix A and (ii) those patents licensed to SurgiLight from PLS
Liquidating, LLC, in the Ophthalmology Field of Use (listed in
Appendix B), including any foreign counterparts, or patent
applications claiming priority thereto, including any continuations,
continuations-in-part, or division thereof, or any substitute
applications therefor or equivalent thereof, and any patent issuing
thereon, including any reissue, reexamination or extension thereof
and any confirmation, patent or registration patent or patent of
addition based on such patent. SurgiLight acknowledges that the
Patents contained in Appendices A and B represent all patents as to
which SurgiLight has rights in the Presbyopia Field of Use as of the
date of this Agreement and Appendix A contains all patents owned by
SurgiLight in the Presbyopia Field of Use, except as disclosed in
Appendix F (Schedule of Exceptions).
"Patent License Limitation" means that those patents licensed for the
Ophthalmic Field of Use (i.e. those patents listed in Appendix B)
may only be used by Biolase or its Subsidiaries to practice (i) in
the Presbyopia Field of Use or (ii) in the Ophthalmic Field of Use
to the extent that Biolase does not infringe outside of the
Presbyopia Field of Use any of the SurgiLight's (x) Ophthalmic Other
Patents which are not licensed under this agreement or (y) any
current or future ophthalmic method patents owned or licensed
by SurgiLight not in the Presbyopia Field of Use. If Biolase,
does infringe Ophthalmic Other Patents outside of the Presbyopia
Field of Use (explicitly excluding those patents listed in
Appendix A and B), SurgiLight shall have the right to enforce
the Patents in the Field of Ophthalmology as listed in Appendix B
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