##### 



CONFIDENTIAL
MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.ASTERISKS DENOTE OMISSIONS
 EXHIBIT 10.3
 AMENDED AND RESTATED LICENSE AGREEMENT
 Agreement Restatement Date Pfizer Eyetech
 Original License Agreement inter alia Collaboration
Agreement inter alia
    ARTICLE 1  DEFINITIONS
 AAA
 1




---



##### 



Affiliate
 Bankruptcy Code
 Amended and Restated Distribution Agreement
 Amended and Restated Regulatory Services Agreement
 Assignment and Assumption Agreement for Manufacturing Agreements Schedule 4.9(b)
 Assignment and Assumption Agreement for US Territory Agreements
 Bill of Sale Exhibit
1.8
 2




---



##### 



Bulk Drug Substance Supplier
 Business Day
 Collaboration Agreement
 Compound Schedule 1.12
 Confidential Information
   3




---



##### 



provided that
 Control Controlled
 Courts
 Current Inventories
 DDMAC
 Degussa Agreement
 4




---



##### 



Eyetech Capital Equipment
 Eyetech Parties
 Eyetech Patent Rights Schedule 1.21 **
 Eyetech Technical Information
 Eyetech Third Party Licensors
 FDA
 Field
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 5




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##### 



Fill and Finish Services Supplier
 Gilead License Gilead
 Global Congresses
 Governmental Authority
 Isis License Isis
 Joint Inventions
 Joint Patent Rights
 Law Laws
 Losses
 6




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##### 



Nektar License Nektar
 Net Sales
       7




---



##### 



Distributor
  8




---



##### 



New Product
 Ongoing Trials
 Ongoing Trial Data
 Original License Agreement
 Other Components
 9




---



##### 



Out-of-Pocket Costs
 Packaging Materials
 Party Parties
 Patent Rights
 Person
 Pfizer Capital Equipment
 Pfizer Parties
 Pfizer Patent Rights
 Pfizer Quarter
 Pfizer Technical Information
 10




---



##### 



Pharmacovigilance Agreement
 Prior Agreements
 Product
 Product Components
 Quarterly Expense Reports
 Regulatory Authority
 Required Consents
 Responsible Party
 Restatement Date
 11




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##### 



ROW Territory
 Technical Information
 Territory
 Third Party Claims
 Trademarks Exhibit 1.65
 Transaction Agreements
 Transitional Services Agreement
 US Territory
 US Territory Agreements
 Year
 Other Definitional Provisions
 12




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##### 



ARTICLE 2
 AMENDMENT AND RESTATEMENT OF ORIGINAL LICENSE AGREEMENT;  TERMINATION OF PRIOR AGREEMENTS;  OTHER TRANSACTION AGREEMENTS
 Original License Agreement
 Prior Agreements
 13




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##### 



Other Transaction Agreements
 ARTICLE 3
 LICENSES
 Eyetech Grants
  14




---



##### 



15




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##### 



License Grant to Eyetech
 Sublicensing
    16




---



##### 



provided that
 Product Orders or Sales Outside of a Partys Territory
 Right of First Negotiation For New Products ** ROFN Period
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 17




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##### 



Notice of Opportunity New Product Opportunity ** ** ** provided that ** **
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 18




---



##### 



** provided that, ** ** **
 ARTICLE 4
 MANUFACTURING, MARKETING, MEDICAL AND REGULATORY MATTERS
 Meetings and Information Exchange inter alia
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 19




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##### 



Ongoing Clinical Trials Schedule 4.2 Ongoing Trials Responsible Party **
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 20




---



##### 



provided that Schedule 4.2
 Future Clinical Trials **
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 21




---



##### 



provided however **
 Marketing
  **
 **
 **
 Schedule 4.4(e) US Territory Agreements
 ** **
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 22




---



##### 



Global Congresses
 
 **
    
    This portion has been redacted pursuant to a confidential
treatment request. 23




---



##### 



24




---



##### 



Pharmacovigilance and Product Safety Matters Pharmacovigilance Agreement **
 Medical Information and Product Complaints
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 25




---



##### 



Regulatory Matters
 26




---



##### 



27




---



##### 



28




---



##### 



Scientific Activities; Investigator Initiated Research; Medical Education Grants Proposed Submissions ** provided that
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 29




---



##### 



Manufacturing and Supply
 ** Product Components
 Required Consents Schedule 4.9(b) Assignment
Date
 **
  
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 30




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##### 



**
 Eyetech Protocols provided however that
  ** ** ** Current Inventories Schedule 4.9(c) Schedule 4.9(c)
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 31




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##### 



Other Components Schedule
4.9(c) **
 BD Luer Lok Preprinted Syringes
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 32




---



##### 



Eyetech Capital Equipment provided that
 Schedule 4.9(g) Pfizer Capital
Equipment ** ** ** ** Schedule 4.9(g)
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 33




---



##### 



provided however
 Analytical and Other Support Services
 Distribution
 ARTICLE 5
 COST SHARING
 Responsibility for Expenses
 34




---



##### 



** **
 Reconciliation of Expenses
 ** Quarterly Expense Reports Exhibit 5.2(a)
 **
 Offset
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 35




---



##### 



ARTICLE 6
 THIRD PARTY ROYALTIES
 Payment of Third Party Royalties
   36




---



##### 



** provided that
 Net Sales Reports **
 ARTICLE 7
 PAYMENT TERMS; RECORD-KEEPING; AUDIT RIGHTS
 Payment Currency
 Payments
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 37




---



##### 



Books and Records
 Audits
 38




---



##### 



ARTICLE 8
 CONFIDENTIALITY AND PUBLICITY
 Confidentiality ** provided that
 Publicity Related to this Agreement
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 39




---



##### 



provided that
 Applicability of Obligations to Affiliates, Employees, Directors, Agents, Independent
Contractors and Consultants
 40




---



##### 



ARTICLE 9
 PATENTS AND TRADEMARKS
 Third Party License Agreements Schedule 1.21
 Disclosure of Patent Applications and Proceedings
 41




---



##### 



Prosecution and Maintenance; Costs
  42




---



##### 



Third Party Infringement Actions
  43




---



##### 



provided that
  44




---



##### 



Patent Term Extensions
 Product Labeling
 Pfizer Trademark ** Packaging Materials **
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 45




---



##### 



Trademarks ** ** ** provided that
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 46




---



##### 



Trademark Ownership provided however
 Trademark Infringement
 47




---



##### 



Quality Control
 48




---



##### 



Joint Inventions Joint Inventions
 ARTICLE 10
 REPRESENTATIONS, WARRANTIES AND COVENANTS
 Eyetech Representations and Warranties
  49




---



##### 



Pfizer Representations and Warranties
  50




---



##### 



Eyetech Covenants
 51




---



##### 



No Consequential or Punitive Damages
 52




---



##### 



ARTICLE 11
 INDEMNIFICATION
 General Indemnification in Favor of Pfizer
   Third Party Claims
    Pfizer Parties
 53




---



##### 



General Indemnification in Favor of Eyetech
       Eyetech Parties
 54




---



##### 



ARTICLE 12
 TERM
  ARTICLE 13
 TERMINATION
 Termination for Convenience
 Termination for Breach
 Effects of Termination
   55




---



##### 



56




---



##### 



provided that
   ARTICLE 14
 DISPUTE RESOLUTION
 Arbitration
 57




---



##### 



provided however AAA
  provided however
  58




---



##### 



No Limitation
 ARTICLE 15
 MISCELLANEOUS
 Force Majeure
 Assignment provided however provided that
 59




---



##### 



provided that
 Governing Law
 Jurisdiction Courts
 Notices
 60




---



##### 



If to Pfizer:
    
    If to Eyetech:PFIZER INC.
    
    (OSI) EYETECH, INC.235 East 42nd Street
    
    140 E. Hanover AvenueNew York, New York 10017-5755
    
    Cedar Knolls, New Jersey 07927Fax: **
    
    Fax: **Attention: President, Worldwide
    
    Attention: PresidentPharmaceutical Operationswith a copy to:
    
    with a copy to:PFIZER INC.
    
    WILMER CUTLER PICKERING235 East 42nd Street
    
    HALE AND DORR LLPNew York, New York 10017-5703
    
    60 State StreetAttn.: Senior Vice President and Associate
    
    Boston, Massachusetts 02109General Counsel
    
    Attn.: Steven D. Barrett, Esq.Fax: **
    
    Fax: **
  Entire Agreements; Amendments
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. 61




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##### 



Severability provided however
 Waivers
 62




---



##### 



Binding Effect
 Further Assurances
 Third Party Beneficiaries
 Performance by Affiliates
 Counterparts
 Headings
 63




---



##### 



Offset
 Remainder of Page Intentionally Left Blank
 64




---



##### 



PFIZER INC.
    
    
    
    (OSI) EYETECH, INC.By:
    
    /s/  Susan
Silbermann
    
    
    
    By:
    
    /s/  Paul G.
ChaneyName:
    
    Susan Silbermann
    
    
    
    Name:
    
    Paul G. ChaneyTitle:
    
    S.V.P. WW Commercial
Development
    
    
    
    Title:
    
    President
 65




---



##### 



SCHEDULES TO AMENDED AND RESTATED LICENSE AGREEMENT
 BETWEEN (OSI) EYETECH, INC. AND PFIZER INC.




---



##### 



SCHEDULE 1.12
 COMPOUND
 **
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. S-1




---



##### 



EYETECH PATENT RIGHTS
 Application
    
    
    
    
    
    Publication
    
    PatentCountry
    
    Number
    
    Filing Date
    
    Status
    
    Number
    
    Number
    
    Issue Date**
    
    **
    
    **
    
    **
    
    **
    
    **
    
    **
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. S-2




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##### 



SCHEDULE 4.2
 ONGOING CLINICAL TRIALS
 **
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. S-3




---



##### 



SCHEDULE 4.4(c)
 ONGOING MARKET RESEARCH ACTIVITIES
 **
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. S-4




---



##### 



SCHEDULE 4.4(e)
 US TERRITORY AGREEMENTS
 Joint Agreements
 
    
    Amended and Restated Administrative and Technical Services Agreement by and among The
Lash Group, Inc., Pfizer Inc. and (OSI) Eyetech, Inc. dated March 1, 2006, as amended by
Amendment No. 1 to Amended and Restated Administrative and Technical Services Agreement,
dated as of March 1, 2007.
    
    Professional Advertising Agency Services Agreement, dated as of January 1, 2004, by and
among Pfizer Inc., Eyetech Pharmaceuticals, Inc., and Medicus New York.
    
    Public Relations and Communications Services Agreement for MACUGEN®, dated as of January
1, 2006, by and among Pfizer Inc., OSI Pharmaceuticals, Inc. and Daniel J. Edelman, Inc.
 Pfizer Agreements
 
    
    Professional Services Agreement, dated as of March 15, 2005, by and between CommGenix,
LLC and Pfizer Inc.
 S-5




---



##### 



SCHEDULE 4.9(b)
 MANUFACTURING AND SUPPLY AGREEMENTS
 
    
    Manufacturing and Supply Agreement dated as of November 11, 2003, by and between Degussa
Canada Inc. (as successor in interest to Raylo Chemicals Inc.) and Eyetech Pharmaceuticals,
Inc.
    
    Supply Agreement dated as of October 22, 2004, by and between Eyetech Pharmaceuticals,
Inc. and Sigma-Aldrich, Inc. (formerly Proligo, LLC)
 S-6




---



##### 



SCHEDULE 4.9(c)
 CURRENT INVENTORIES AND OTHER COMPONENTS
 **
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. S-7




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##### 



SCHEDULE 4.9(g)
 BUDGET FOR PFIZER CAPITAL EQUIPMENTAND EXPENDITURES FOR RELATED SERVICES
 **
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. S-8




---



##### 



EXHIBITS TO AMENDED AND RESTATED LICENSE AGREEMENT
 BETWEEN (OSI) EYETECH, INC. AND PFIZER INC.




---



##### 



EXHIBIT 1.8
 BILL OF SALE
 **
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. E-1




---



##### 



EXHIBIT 1.65
 TRADEMARKS
  E-2




---



##### 



EXHIBIT 5.2(a)
 FORM OF QUARTERLY EXPENSE REPORT
 **
 
 **
    
    This portion has been redacted pursuant to a
confidential treatment request. E-3