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MANUFACTURING AGREEMENT
 Agreement Effective Date ALCON PHARMACEUTICALS LTD. ALCON LIFECORE BIOMEDICAL, INC. SELLER
 WITNESSETH:
 Product ® Alcon Finished Product
  ARTICLE I  MANUFACTURING AND SALE
  et seq




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ARTICLE II  FORECASTS, ORDERS AND DELIVERY
   2




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ARTICLE III  PRICE AND TERMS OF PAYMENT
  Year
    
    Price-USD2006
    
    USD **2007
    
    USD **2008
    
    USD **
 
 **
    
    The appearance of a double asterisk denotes confidential information that has been omitted from
the exhibit and filed separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. 3




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provided
  ARTICLE IV  RECORDS
  ARTICLE V  WARRANTIES INDEMNITIES, AND INSURANCE
   4




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provided however
 provided however
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ARTICLE VI  CONFIDENTIALITY
 Disclosing Party Receiving Party Confidential Information provided however
  (a)
    
    is lawfully, at the time of disclosure or thereafter so
becomes, a part of the public domain;(b)
    
    is independently discovered or developed by, or otherwise in
the lawful possession of, the Receiving Party without the use of Confidential
Information belonging to the Disclosing Party, as shown by its written records;(c)
    
    is lawfully disclosed to the Receiving Party by a third party
who is not in violation of an obligation of confidentiality to the Disclosing
Party relative to said information; or(d)
    
    is, by mutual agreement of the parties hereto, released from a
confidential status; or
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(e)
    
    the Receiving Party must disclose pursuant to applicable laws,
regulations or court order, provided that the Receiving Party gives the
Disclosing Party reasonable notice of its intent to disclose such information.
   ARTICLE VII  TERM AND TERMINATION
   (a)
    
    By either party, immediately upon written notice to the other,
if the other party becomes insolvent or seeks protection under any bankruptcy,
receivership, trust deed, creditors arrangement, composition or comparable
proceeding, or if any such proceeding is instituted against the other party
which proceeding remains undismissed for a period of thirty (30) days; or(b)
    
    By either party, in the event that the other party fails to
perform or otherwise breaches any of its material obligations hereunder (except
to the extent permitted by Paragraph 8.01 due to a Force Majeure Event), by
giving notice of its intent to terminate and stating the grounds therefor. The
party receiving such notice shall have sixty (60) days from the receipt thereof
to cure the failure or breach, after which sixty (60)-day period this Agreement
shall terminate if said failure or breach has not been cured. In no event,
however, shall such notice of intention to terminate be deemed to waive any
rights to damages or any other remedy which the party giving notice of breach
may have as a consequence of such failure or breach.
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ARTICLE VIII  GENERAL PROVISIONS
 Force Majeure Force Majeure Event
 Assignment: Successors In Interest ab initio
 Entire Understanding
 Relationship
 (a)
    
    The relationship created by this Agreement shall be strictly
that of independent contractors and shall not constitute a partnership, joint
venture or agency. Neither party is hereby constituted an agent nor legal
representative of the other party for any purpose whatsoever and is granted no
right or authority hereunder to assume or create an obligation, expressed or
implied, or to make any representation, warranties or guarantees, except as are
expressly granted or made in this Agreement.
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All persons employed by a party shall be employees of such party and not of
the other party and all costs and obligations incurred by reason of any such
employment shall be for the account and expense of such party.(b)
    
    Neither SELLER nor ALCON has relied in any way upon the other,
directly or indirectly, or any legal, financial or similar professional advice
relating to its execution of this Agreement, and each has sought such advice on
its own behalf from professionals of its choice.
 Litigation
 Notice
 Waiver
 Governing Law
 Severability provided
 Subcontracting
 9




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Further Assurance
 Remedies Cumulative
 No Benefit to Others
 Counterparts
 The remainder of this page has been intentionally left blank
 10




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ALCON PHARMACEUTICALS LTD.By:
    
    /s/ JOANNE BECK
Name: Joanne Beck
Its: General Manager
    
    
    
    By:
    
    /s/ STEFAN BASLER
Name: Stefan Basler
Its: Finance ManagerLIFECORE BIOMEDICAL, INC.By
    
    /s/ LARRY HIEBERT

Name: Larry Hiebert
Its: Vice President of Operations
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EXHIBIT A
 1.
    
    Ownership and Maintenance of Regulatory Approvals: ALCON shall own and maintain all
regulatory applications, notifications, and dossiers with respect to the ALCON Finished
Product (or any other ALCON product that results from use of the Product), including, without
limitation, PMAs, 510(k)s, Technical Files and other marketing authorizations. SELLER shall
provide ALCON with all data and information necessary or reasonably useful to maintain such
regulatory approvals, including, without limitation, chemistry, manufacturing and control
data.2.
    
    Device Master Record and Device History Record: To the extent applicable, ALCON
shall maintain an accurate Device Master Record for the ALCON Finished Product in accordance
with 21 CFR 820.181 and grant to SELLER a right of access to the Device Master Record as
reasonably necessary to manufacture the Product. SELLER shall maintain a Device History
Record (DHR) in accordance with 21 CFR 820.184 and shall provide ALCON with a right to audit
and obtain copies of the DHR as may be necessary or reasonably useful to comply with
requirements of the FDA or other governmental or regulatory authorities.3.
    
    Quality System Requirements: SELLER shall have in place and maintain for the
duration of the contract, a Quality System that is in compliance with ISO 13485, and EN 724
standards and, where applicable, that has been inspected and determined to be satisfactory by
a European Union Notified Body in accordance with the Medical Device Directive 93/42/EEC.
SELLER shall make available to ALCON all relevant documentation, reports, decisions,
registrations and Surveillance Audit Reports, upon request.4.
    
    Changes to the Technical File: Changes in specifications, manufacturing or packaging
agreed to by ALCON and SELLER may result in amendments to the Technical File. As necessary,
the amendments will be submitted to the affected Notified Body within the requested time
frame.5.
    
    It is understood that ALCONs Notified Body is not obligated to accept any non-EU Notified
Body registrations or certifications and may elect to perform inspections or audits of SELLER.6.
    
    Labeling: SELLER shall be responsible for labeling the Product in accordance with
applicable Good Manufacturing Practices Regulations or other applicable standards.To the extent applicable, SELLER shall be responsible for placing labeling on the Product in
accordance with artwork and drawings provided by ALCON.7.
    
    Product or Manufacturing Chances Informed Prior to Implementation:
 (a)
    
    SELLER shall be responsible for manufacturing, packaging and labeling the
Product in accordance with the Product Specifications. SELLER agrees to promptly
incorporate all changes to the Product Specifications implemented
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pursuant to this Section, consistent with appropriate manufacturing procedures and
regulatory requirements.(b)
    
    ALCON from time to time may amend or supplement the Product Specifications, in
its sole discretion, for the purpose of complying with applicable laws, rules and
regulations. In addition, ALCON may amend or supplement the Product Specifications for
any other reason, with the prior written approval of SELLER, which consent shall not be
unreasonably delayed or withheld. ALCON shall notify SELLER in writing of any such
amendment or proposed amendment, as the case may be. In the event that SELLER shall
fail to notify ALCON in writing of its approval or disapproval thereof within ten (10)
days after receipt thereof, then SELLER shall be deemed to have given its prior written
approval thereof.(c)
    
    In the event that ALCON shall amend the Product Specifications, ALCON shall, if
required, (i) amend the PMA, Technical File or other registration relevant to the
intended use of the Product, (ii) obtain any required approval of such amendment, or
(iii) file a 510(k) notification or any other required regulatory submission, and (iv)
reimburse SELLER for reasonable costs actually incurred by SELLER in connection with
such change, including, without limitation, reasonable costs of obsolescence of raw
materials, goods-in-process, packaging materials and finished goods not suitable.
 8.
    
    Customer Complaint Handling/Post Marketing Vigilance: ALCON will handle, process and
respond to all customer complaints related to the Alcon Finished Product, including complaints
related to the Product included therein, for all markets. ALCON and SELLER shall maintain
complaint files regarding the Product, including, without limitation, any Product quality
complaints for such period as may be required by applicable law. All complaints received by
SELLER relating to a Product provided to ALCON will be promptly forwarded, in no event later
than ten (10) days after receipt thereof, to ALCON for appropriate and timely reporting and
response in accordance with applicable law, including, without limitation, medical device
adverse event reporting pursuant to 21 CFR Part 803 or near incident or incident reporting
pursuant to European Community Medical Devices Vigilance System requirements;
provided, however, SELLER shall notify ALCON of any serious adverse event, as
defined in FDA or other applicable regulations, pertaining to the Product, within twenty-four
(24) hours after receipt thereof. SELLER agrees to cooperate with ALCON to investigate and
resolve all complaints and to take remedial action to avoid similar complaints in the future.
This Section shall survive the expiration or termination for whatever reason of this
Agreement.9.
    
    Product Validation: It is understood and agreed by the parties hereto that all
processes affecting the purported identity, strength, or quality of the Product being
manufactured, assembled and/or packaged shall be qualified and maintained in a validated
state. ALCON shall be notified in advance of such validations and the protocols describing
these validations shall be reviewed by ALCONs Quality Assurance Department prior to the
commencement of any validation and in accordance with Article I, Section 1.04. ALCON shall
assess any intended product validation protocols based on the potential risk and will not
unreasonably withhold or delay consent. Copies of validation reports and
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data will be made available to ALCON by the SELLER in the event such documentation is needed
to support Product applications or dossiers.10.
    
    Recall: At any time, should information come into the possession of SELLER which
would indicate the need or the necessity for a review for a possible recall of the Product.
SELLER will notify ALCON immediately and will assist ALCON as required in the course of any
recall. In the event ALCON shall be required or shall voluntarily decide to recall any Alcon
Finished Product which incorporates any Product manufactured by SELLER pursuant to this
Agreement, then SELLER shall cooperate with ALCON in implementing such recall. ALCON shall
bear the cost and expense of any such recall, provided, however, if such
recall is initiated because of the failure of the Product to conform to the warranty set forth
in Paragraph 5.01, SELLER shall promptly reimburse ALCON for all direct costs and expenses
associated with such recall. The obligations of SELLER under this Section shall survive the
expiration or termination for whatever reason of this Agreement. Any reimbursement obligation
of SELLER hereunder shall not include lost profits, lost revenues or internal costs of ALCON
resulting from any recall.11.
    
    Inspections/Audits by ALCON: SELLER agrees that ALCON may send representatives to
SELLERs manufacturing facility to observe, audit and inspect the production facilities for
the Product, and SELLER will allow ALCONs representatives reasonable access to all
manufacturing records for the Product so as to ensure that SELLER is in compliance with the
Product Standards, provided that ALCON shall give SELLER at least five (5) business
days in advance of any such audit the names of the representatives and the visit agenda. Any
observation, audit, or inspection of SELLER by ALCON shall be during normal working hours, of
reasonable duration, at the sole expense of ALCON and shall be subject to the obligations of
confidentiality set forth in Article VI of this Agreement. For the avoidance of doubt, the
right to inspect granted to ALCON shall not be deemed as granting to ALCON access to any trade
secrets owned by SELLER. SELLER shall use reasonable commercial efforts to correct any
material non-compliance with the Product Standards or other applicable laws, standards, rules,
regulations or requirements that are discovered and brought to its attention as a result of
such visits.12.
    
    Inspections/Audits by Regulatory Organizations: SELLER shall notify ALCON in
writing, within three (3) business days after receipt of notice thereof, of any proposed or
unannounced visit or inspection of SELLERs facility or the manufacturing process for the
Product by any government or regulatory agency, including, without limitation the FDA or a
Notified Body. SELLER shall provide to ALCON a copy of any report and other written
communications received from such government or regulatory agency in connection with such
visit or inspection and any written correspondence received from any governmental agency
relating to the Product, or SELLERs facility including support systems or manufacturing
processes impacting the Product, within five (5) business days after receipt thereof, and
shall provide to ALCON SELLERs response to each such communication.
 A-3