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Exhibit 10.20    
  


 
 

PATENT LICENSE AGREEMENT    
  


    The Eye Microsurgery Intersectoral Research and Technology Complex, Moscow, Russia, represented by General Director Mr. Fedorov S.N., from here on referred to
as the "Licensor", and STAAR Surgical AG, a Swiss corporation, Hidau, Switzerland represented by Mr. Vladimir Feingold and Director Mr. John R. Wolf, from here on referred to as the "Licensee", taking
into account that the Licensor possesses the "Technology for Producing Collagen-Based Cross-Linked Drain", and the Licensee wants to acquired the license on this technology. 


    The
Licensor and Licensee agree as follows: 


 
 

Article 1    
  


DEFINITIONS:  


    1.0. For the purposed of this Agreement the following expressions have the meanings indicated below: 



    1.1.
"Product" is the product described in Appendix 1. 


    1.2.
"Patent" is the patent whose detailed description is given in Appendix 2. 


    1.3.
"Trade mark" is the trade mark registered by the Licensor and having parameters specified in Appendix 3. 


    1.4.
"Technical knowledge" stands for technical information, khow-how, manufacturing technology, technical data, material specifications, and other information used by the Licensor
during the manufacture of the Product (or which is necessary and sufficient for the Licensee to make the Product according to the standard and quality of the product made by the Licensor) (including
any improvements obtained during the validity period of this Agreement). 


    1.5.
"Territory" covers all countries listed in Appendix 4. 


    1.6.
"Exclusive territory" covers the countries listed in part 1 of Appendix 4. 


    1.7.
"Non-exclusive territory" covers the countries listed in part 2 of Appendix 4. 


    1.8.
"Year" means any period of time of 12 months starting from the date of executing the Agreement. 


 
 

Article 2    
  


    The Licensor is an owner of U.S. Patent No. 4,978,352 granted on December 18, 1990 and has the right of disposal of the said patent. 


    No
prior transfers occurred. No share or total property covered by the Patent have been transferred to any person except for the Licensee according to this Agreement. The Licensor's
rights are free from the right of detention, pledge, backing interest or other proprietary burdens. The Licensor disclosed no confidential information, production secrets or know-how relating to the
technical aspects of the patent to any third legal or physical person. 


    Furthermore,
the Licensor has production secrets and experience (know-how) concerning the subject matter of this license. For valuable consideration, the receipt and sufficient of
which are confirmed by the Licensee, the Licensor assigns to the Licensee its entire and exclusive right, title, interest, and material right relating to the "Patent" described in Appendix 2 to this
Agreement. The 


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Licensee shall acquire the entire and exclusive right belonging to the Licensor to the Licensee's benefit for the whole term of validity of the Patent. 


 
 

Article 3
  
    I. Technical field of application    
  


    The license for the "Technology for Producing Collagen-Based Cross-Linked Drains" relates to the entire sphere of application of the inventions mentioned in
the patents and listed in the preamble, as well as everything that definitively stems from these inventions. 



    The
Parties shall inform each other openly and without any reservations on the possible fields of application of the inventions, that were unknown to the Parties at the day of
conclusion of the Agreement, and, as proved later, can be carried by the Parties into effect and/or can be wanted for realization. 


 
 

II. License type    
  


    The Patent deals with an exclusive license 


    (a) In
so doing, however, the Licensor keeps the right of manufacturing the products covered by the license, to use them or sell on a nonexclusive territory specified
in part 2 of Appendix 4. Furthermore, the Licensor reserves a right of realizing the product covered by the license in its branches and joint ventures, existing or to be created, on the exclusive
territory specified in part 1 of Appendix 4. This license is intended for manufacture, use and sale. 


 
 

Article 4
  
    Territory covered by the Agreement    
  


    The license was granted for use on the exclusive territory (see Appendix 4). 


    The
Licensee has the right of production in other countries including those where the Licensee has no protective rights. 


    The
Licensee has the right to export the product to all countries except for those located on the non-exclusive territory. 


    The
Licensee shall prevent export to the countries where such an export is prohibited. If, in spite of this, the export shall be effected, the Licensor shall have the right of
cancelling the Agreement by means of a simple written message. 


    The
Licensee shall pay conventional penalty equal to 20-fold price of the export delivery, which is inadmissible by virtue of the above statements. In an equivalent manner the
Licensee shall put on its customers an obligation to avoid export of the subject matter of this license, because it is inadmissible according to the above statements, and to pay to it a conventional
penalty in an amount of 20-fold price of the exported goods in every case of infringement. This sum the Licensee shall transfer to the Licensor. 


 
 

Article 5
  
    Licence registration    
  


    Each Party shall have the right of registering the license in the Patent Office provided that such registration is allowed by the legislation of the country or
countries with respect to which the license is given. The Licensor shall transfer to the Licensee the authority and approval. The registration fee shall be covered by the Licensee. 


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Article 6
  
    Drawings and descriptive documents    
  


    The Licensor shall give to the Licensee all existing drawings, plans, quality inspection system, and other technical documents required for the manufacture
under license. These documents may be duplicated. The Licensee shall treat these drawings and documents as secret materials during the entire term of action of this Agreement and after it will be
expired. 


 
 

Article 7
  
    Mastering    
  


    The Licensor is released from responsibility for the risks associated with the industrial-scale mastering of the manufacture under license, for which the
Licensee is responsible. 


 
 

Responsibility for commercial realization    
  


    The Licensor is responsible for the commercial realization of the invention. The realization risk is taken solely by the Licensee. 


 
 

Article 8
  
    I. Quality of products manufactured under license    
  


    The Licensee shall manufacture the products under license whose quality is the same as those manufactured by Licensor. The Licensor provides all necessary
consultations and information accumulated from its own experience. 


 
 

II. Consequences of poor quality of products manufactured under license    
  


    The Licensor has the right of quality monitoring so as to check if the products manufactured under license correspond to the quality established by the
Agreement. 


 
 

III. Sublicenses    
  



    1.  The
Licensee has the right to offer sublicensee. 


    2.  In
case of selling a sublicense the earning is distributed between the Licensor and Licensee of this Agreement in equal parts. 


 
 

Article 9
  
    Confidentiality    
  


    The Parties concluding this Agreement agree that they consider as secret all technical and technological information relating to the production under licence
and made available to the Licensee. 


    The
information obtained from the Licensor is kept in secret during the entire validity period of the Agreement. 


    The
Licensee has the right to use free of charge the entire technical information after the validity period of this Agreement is expired. 


    The
right of free use of the technical and technological information is given to the Licensee also during the effective period of this Agreement if such information and know-how have
become public. 


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Exhibit 10.20    
  


 
 

Article 10
  
    Improvements and amendments of the subject of license    
  


    The Licensor is obliged to inform the Licensee about all modifications and improvements, that shall be made during the validity period of this Agreement and
concerning the subject matter of the license. 


    If
the improvements are protected by a patent, the Licensee shall get the protective rights for it. 



    If
the amendments and improvements shall lead to a patentable invention, it might be transferred to the Licensee free of charge with simultaneous prolongation of the period validity
under definite conditions. 


 
 

Article 11
  
    Technical assistance    
  


    The Licensor submits to the Licensee scrupulously and unconditionally all technical assistance and necessary advisement. 


    The
Licensor, at the expense of the Licensee, shall sent specialists under the following conditions: 



	•
	the
skill of the sent personnel must be sufficient for solving the technical problems that may arise with respect to the Agreement;



	•
	the
period of working in the Licensee's country shall be agreed later;



	•
	the
Licensee shall cover the expenses associated with the accommodation, transportation and insurance of the expatriate personnel. 




    The
Licensee shall pay the personnel wages in US dollars in an amount twice the sum they have in their own country. 


 
 

Article 12
  
    Amendments and improvements to be made by Licensee    
  


    The amendments and improvements that shall be made by the Licensee with respect to the subject of the license may be made without special permission of the
Licensor. The Licensee has the right to perform the amendments and improvements without Licensor's permission provided that the Licensee alone shall be responsible for these amendments and
improvements. 


 
 

Article 13
  
    Payments    
  


    The Licensee undertakes to pay within 10 days following the effective date of this Agreement and prior to the submission of the drawings and documents, the sum
of one hundred thousand US dollars (100,000 USD) as a single payment. The money is remitted to Russian "Vneshtorgbank" corresponding account No. 608-205-524 in the External Trade in the National
Republican Bank of New-York, USA, with an order to credit for the above sum account No. 67087105/001 of the Eye Microsurgery Intersectoral Research and Technology Complex in the "Vneshtorgbank"
(External Trade Bank of the Russian Federation), Moscow. The documentation shall be submitted to the Licensee only after the said sum has been received by the said bank. The Licensee shall have no
right to ask this sum back even if the Agreement is cancelled for any reason. 


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Article 14    
  


    After receiving the registration documents to patent No. 4,978,352 from the US Patent Office, the Licensee shall pay to the Licensor seventy five thousand US
dollars (75,000 USD) within 10 days. 


    Under
the payment according to Article 14 the Licensee shall give the Licensor a bank guarantee on fulfillment of its obligations on the payment for a sum of seventy five thousand US
dollars (75,000 USD) for a period of 3 months and within 10 days from the day of signing the contract. 


 
 

Article 16
  
    Minimum payments    
  


    Regardless of the scope of annual sales actually effected by the Licensee, the total volume of the annual license payments must not be lower than: 


      in
1996 - fifty thousand US dollars (50,000 USD) 


      in
1997 - fifty thousand US dollars (50,000 USD) 


      in
1998 - fifty thousand US dollars (50,000 USD) 


      in
1999 - fifty thousand US dollars (50,000 USD) 


      in
2000 - fifty thousand US dollars (50,000 USD) 


      in
2001 - fifty thousand US dollars (50,000 USD) 


      in
2002 - fifty thousand US dollars (50,000 USD) 


      in
2003 - seventy five thousand US dollars (75,000 USD) 


    Term
of payment: 1st quarter of each year. 


 
 

Article 17
  
    Royalty    
  


    If the total Licensee's earnings from the sales exceeds 1,000,000 USD, by its wish and on an agreement with the Licensor, the Licensee, in addition to the
guaranteed minimum payments, may partially reimburse the license price from the sums paid by its buyers for the products made under license and delivered under conditions of free plant without
packing, as well as the sums obtained from learning the technology used in ophthalmosurgery with deduction of trade taxes: 


    Percentage
calculated on the basis of 12-month sales: six per cent (6.0%) from sales of up to 1,000,000 USD;

five and a half per cent (5.5%) from sales from 1,000,000 to 5,000,000 USD;

five per cent (5%) of sales from 5,000,000 to 10,000,000 USD;

four and a half per cent (4.5%) from sales above 10,000,000 USD. 


    These
royalty sums are paid every quarter. 


 
 

Article 18    
  


    In the case of payment of royalty according to Article 17 with due account of the guaranteed payments according to Article 16, the payments to the Licensor are
made until a total sum of six hundred thousand US dollars ($600,000) is reached. Upon attaining this sum, all payments to the Licensor are stopped. 


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Article 19
  
    Appearance of the right for license payment    
  



    The right for license payment arises as soon as the Licensee gets payment from the buyer. 


 
 

Taxes and duties    
  


    If direct sales taxes is taken in the Licensee's country, they are paid by the Licensee. 


 
 

Article 20
  
    Accounting and reports    
  


    The Licensee is obliged to keep accounts in special books, in which it shall put the accurate number of the products manufactured under license according to
this Agreement, ordinal numbers applied onto the machines and all other data needed for calculation of the license price. The Licensor has the right to audit these books and their correspondence with
the general accounting of the Licensee through an auditor approved by the Licensee. 


    The
Licensee shall bear the expenses associated with such an audit. 


 
 

Article 21
  
    Calculation on license payments    
  



    The calculations on the license payments are performed at the end of each calendar year. The Licensee shall send the complete data on these calculations within
a month following the day of their performance and to remit the calculated sum within the same period. 


    The
Licensee pays to the Licensor the money in the same currency, in which the Licensee's customer agrees to pay. If the Licensee exceeds a time limit for payment, the Licensor may
take annual interest of 6% within 60 days after each quarter. 


 
 

Article 22
  
    Obligation on using the license in production of competitive articles    
  


    The Licensee is obliged to use the license. 


 
 

Article 23
  
    Patent support    
  


    The Licensee shall support the Patent that is put as a a base of this license Agreement. 


 
 

Article 24
  
    Patent rights protection    
  


    If the Patent is infringed by a third party and the Licensor becomes aware of such infringement, the Licensor shall promptly notify the Licensee in writing of
such infringement or unfair competition. The Licensee, in its sole discretion, shall determine if it shall defend the Patent against any such infringement or unfair competition. If the Licensee
determines that it shall defend the Patent infringement or unfair competition, it shall so notify the Licensor. The Licensor agrees to cooperate and assist in prosecution of any action in the nature
of unfair competition or patent infringement prosecuted by the Licensee. 


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    The Licensor shall support the Licensee, first of all, if such a support is provided by the property right of the respective country. The Licensor shall give the Licensee all
necessary authority and documents that shall enable the Licensee to bring a suit and to present witnesses or coauthors. 


    The
party making a decision to suit the third party bears possible expenses in preparation and conduction of legal proceedings. 


 
 

Article 25
  
    Licensee's obligation to defence the patent rights    
  


    The Licensee commit itself that neither it personally nor its authorized person shall dispute the patent rights put in the base of this Agreement except the
cases, when these rights shall be no longer valid through the Licensor's fault. 


 
 

Article 26
  
    Cancellation of Patent: its effect on the Agreement    
  


    If the protective rights setting up the base of this Agreement are cancelled by the claim of a third party, the paid license payments in no case shall be
reimbursed, however, if the term of their payment does not yet come, they shall not be taken. 


 
 

Article 27
  
    Agreement validity    
  


    The Agreement validity period is equal to that of the patent validity. The Agreement shall come into force from the moment of its signing. 


 
 

Article 28
  
    Force Majeure    
  


    Either party is relieved from liability for partial or complete non-performance of their obligations under present Agreement in some circumstances that aroused
independent of their will. 


    The
circumstances caused by events that were independent of the will of the parties of this Agreement so that the fair party could not avoid or eliminate, are considered as cases
releasing this party from its obligations, if they take place after signing the Agreement and prevent its fulfillment completely of partially. 



    The
cases of unsurmountable force are reduced to the following events: war, military actions, revolts, mobilization, road accidents and natural disasters, legal acts of authorities
affecting the fulfillment of the obligations, and all other events which are considered as circumstances of unsurmountable force by a competent arbitration court. 


 
 

Article 29
  
    Applicable legislation    
  



    This Agreement is applicable to the Swiss Law. 


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Article 30
  
    Legal protection and arbitration    
  


    If any dispute or difference shall arise between the parties to this Agreement as to any matter or thing arising in connection with the Agreement then the
aggrieved party shall give to the other party a notice in writing setting out in full detailed particulars of the dispute or difference. Upon receipt of the notice the parties shall agree to appoint
the International Chamber of Commerce (Paris) as a mediator. International Chamber of Commerce shall appoint a date, time and venue (unless the parties agree to a date, time and venue) for mediation
proceedings to be held to discuss in detail the dispute or difference. The parties shall not be legally represented at the mediation proceedings but shall present, in their own manner, with the
assistance or witnesses and documentary evidence, the details of their respective cases. If, at the conclusion of the mediation proceedings the parties fail to resolve the dispute or difference,
either party may give to the other party, within 14 days, a notice stating that at the expiration of 30 days it will proceed to have the dispute of difference referred to a court of competent
jurisdiction in Switzerland (or another country as the parties agree) and at the expiration of such 30 days may so proceed. 


 
 

Article 31
  
    Miscellaneous    
  



    The headings of the articles of the Agreement are intended solely for the convenience of reference and are not intended to explain, modify, or place any
construction on any of the provisions of this Agreement. 


    This
Agreement covers all agreed provisions and aspects of the License Agreement. It has no any additional promises or terms as a condition of execution of the License Agreement,
along with other terms except those stated above. All preliminary agreements, promises, negotiations or presentations, which are not included into this License Agreement shall not be valid from the
moment of its signing. Any subsequent agreement, which shall lead to a change or cancellation of this License Agreement, shall be valid solely if it is made in writing and signed by the authorized
representatives of both parties. 


 
 

Successors and Assigns    
  


    This Agreement and all of its provisions shall be binding and inure to the benefit of the successors and assigns of the parties. 


    If
not stated specially in this Agreement, all requested notices, requirements, questions, agreed statements, approvals, or other communications between the partners shall be made in
writing and delivered: (A) by a messenger (such a message is delivered personally), (B) by telegraph or air express mail (in so doing the messaged are sent by R-mail,
(C) electronic mail, fax or telephone provided that the recipient has a compatible device or confirms the receipt of the message (in this case it is assumed that the transmission or reception
of the message will be confirmed), or (D) by mailing a registered or valuable letter (in this case it is assumed that the letter shall be delivered at the 14th day after dispatching). The
messaged are sent to the following addresses: 


    Licensee     STAAR
Surgical AG

                        Hauptstrasse 104

                        CH 2560 Hidau

                        Switzerland

                        Att: President

                        A copy to address:

                        STAAR Surgical Company

                        1811 Walker Avenue

                        Monrovia, California 91016

                        Att: President—Chief Executive Officer 


    Licensor:    Eye
Microsurgery Intersectoral Research and Technology Complex, Moscow, Russia 


    The
above addresses may be changed by notifying the other party about this action as mentioned above. 


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The right of signing the document    
  


    Each party states that it has all necessary authority to sign this License Agreement. All individual signings of this Agreement for the party that is a
corporation, company or another legal counsel, or a signature of a proxy or another authorized person, is accompanied by confirmation of the fact that this
person has the right of putting his signature under the given document on behalf of a respective organization or its manager. 


    This
License Agreement is concluded in two authentic copies, two of which are in English and two in Russian. The parties are agreed that the texts are identical and are an integral
part of the Agreement. 


    Each
party of the Agreement shall be given two copies of this Agreement: one copy in English and one copy in Russian. 


    IN
WITNESS WHEREOF, the parties thereto have executed this Assignment Agreement on the day and year set forth opposite their respective signatures below: 



	 	 	"Licensor"
	

 	
 	
EYE MICROSURGERY INTERSECTORAL

Research and Technology Complex
	

 	
 	

By	
 	

/s/ S. N. FEDOROV   
 S. N. Fedorov
 General Director, academician
	

 	
 	

"Licensee"
	

 	
 	
STAAR SURGICAL AG
	

 	
 	

By	
 	

  
 Vladimir Feingold, President
	

 	
 	

By	
 	

  
 John R. Wolf, Director




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Appendix 1    
  


 
 

Product manufactured under license    
  


	1.
	Name:  Collagen-based
cross-linked drain



	2.
	Purpose
and field of application: 



    A
significant progress has presently been made in curing glaucoma with the help of the above drains. Well known in the art are non-penetrating operations, particularly with open-angle
glaucoma. This intervention is based on the idea of reducing the opthalmotonous pressure by guaranteed improvement of the conditions off draining the bulbi camera aqueous humor. This principle is met
by the collagen-based cross-linked drain. 


    The
principal advantage of this article is high filtering capacity so that it can be used successfully for treatment of children and adults. The use of the collagen-based cross-linked
drain for treating 10,000 patients in the Eye Microsurgery Intersectoral Research and Technology Complex have shown that the opthalmotonous pressure has been reduced in 96% at the I stage of
illness, in 92% at the II stage of illness and 86% at the III stage of illness. The remote result of the treatment obtained during 9 years have confirmed the stable effect and
high filtering capacity of the drain. 


	3.
	Technical
characteristics: 






	Article size:	 	length	 	3.0 x 3.5 mm
	 	 	diameter	 	1.0 x 95 mm
	

Breaking strength:	
 	

25 105
	

Density in swollen equilibrium state:	
 	

1.001 d/cm3
	

Content of heavy metal salts:	
 	

less than 0.001%
	

Article sterilization:	
 	

radiation 2.5 mrad





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Appendix 2    
  


 
  Exhibit 10.20    
  


    Patent
granted to "Eye Microsurgery Intersectoral Research and Technology Complex" 



	 
	 	 
	 	 

	1.	 	U.S. Patent No. 4,978,352

Priority of May 23, 1989
	 	 	Patent owner:	 	"Eye Microsurgery Intersectoral Research and Technology Complex"
	 	 	Inventors:	 	S.N. Fedorov, S.N. Bagrov, V.T. Trofimov, T.S. Amstislavskaya, A.V. Osipov
	 	 	Title:	 	PROCESS FOR PRODUCING COLLAGEN-BASED CROSS-LINKED BIOPOLYMER, AN IMPLANT FROM SAID BIOPOLYMER, METHOD FOR PRODUCING SAID IMPLANT, AND METHOD FOR HERMETIZATION OF CORNEAL OR SCLERAL WOUNDS INVOLVED IN EYE INJURIES, USING
SAID IMPLANT
	

 	
 	

Future inventions
	

2.	
 	

Patent application in Russia No. 95,104,576

Priority of April 6, 1995.
	 	 	Patent owner:	 	"Eye Microsurgery Intersectoral Research and Technology Complex"
	 	 	Inventors:	 	S.N. Fedorov, S.N. Bagrov, E.V. Larionov, A.F. Panasyuk
	 	 	Title:	 	Method of Producing Material for Drain
	

3.	
 	

Patent application in Russia No. 95,104,577

Priority of April 6, 1995.
	 	 	Patent owner:	 	"Eye Microsurgery Intersectoral Research and Technology Complex"
	 	 	Inventors:	 	S.N. Fedorov, S.N. Bagrov, E.V. Larionov
	 	 	Title:	 	Method of Producing Bio-material to be used in Ophthalmology




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Appendix 3    
  


    Trade
marks of "Eye Microsurgery Intersectoral Research and Technology Complex 


	1.
	Graphic
trade mark in the USA.

Certificate No. 1.485.586, class 41.



	2.
	Graphic
trade mark in the USA.

Certificate No. 1.298.658, class 10. 


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Appendix 4    
  


    Territory
of validity of the Agreement 


	1.
	Exclusive
territory,

USA, European countries, Latin America, Africa, Asia, Japan.



	2.
	Non-exclusive
territory,

Russia, CIS countries, Baltic Republics, China. 


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QuickLinks


Exhibit 10.20

PATENT LICENSE AGREEMENT

Article 1

Article 2

Article 3 I. Technical field of application

II. License type

Article 4 Territory covered by the Agreement

Article 5 Licence registration

Article 6 Drawings and descriptive documents

Article 7 Mastering

Responsibility for commercial realization

Article 8 I. Quality of products manufactured under license

II. Consequences of poor quality of products manufactured under license

III. Sublicenses

Article 9 Confidentiality


Exhibit 10.20

Article 10 Improvements and amendments of the subject of license

Article 11 Technical assistance

Article 12 Amendments and improvements to be made by Licensee

Article 13 Payments

Article 14

Article 16 Minimum payments

Article 17 Royalty

Article 18

Article 19 Appearance of the right for license payment

Taxes and duties

Article 20 Accounting and reports

Article 21 Calculation on license payments

Article 22 Obligation on using the license in production of competitive articles

Article 23 Patent support

Article 24 Patent rights protection

Article 25 Licensee's obligation to defence the patent rights

Article 26 Cancellation of Patent: its effect on the Agreement

Article 27 Agreement validity

Article 28 Force Majeure

Article 29 Applicable legislation



Article 30 Legal protection and arbitration

Article 31 Miscellaneous

Successors and Assigns

The right of signing the document


Appendix 1

Product manufactured under license


Appendix 2

Exhibit 10.20


Appendix 3

Appendix 4