Unassociated Document


    
      

         

        
          	[Translated from
      Japanese] 	
                  Exhibit
      10.84

                


        

      

    

     

    Memorandum of Understanding
Concerning Basic Agreements for Purchase and Sale


    


    Nidek
Co., Ltd. (hereinafter referred to as "Nidek") and Staar Japan Inc. (hereinafter
referred to as "Staar Japan") hereby additionally agree as follows in connection
with the terms and conditions of "Basic Agreement for Purchase and Sale of
Injector Products" and "Basic Agreement for Purchase and Sale of Sterilized
Intraocular Lens Products", each entered into between them as of May 23, 2005
(hereinafter collectively referred to as "Both Original Agreements"). Unless
otherwise defined herein, terms used herein shall have the meanings ascribed to
them in Both Original Agreements.

    


    
      	
              1. 

            	
              Amendment
      to Article 3.3 of Both Original
Agreements

            


    

    


    Nidek and
Staar Japan, desiring to distribute the Preset IOL System in any country or
region other than and in addition to Japan and China, as designated in Article
3, Paragraph 2 of the Both Original Agreements, hereby agree to stipulate the
scope of the territory set forth in Article 3, Paragraph 3 thereof and the
conditions thereof as follows.

    


    
      	
              1.1

            	
              Staar
      Japan shall distribute the Preset IOL System on an exclusive basis in
      Germany and Australia (hereinafter referred to as "Exclusive
      Territory").

            


    

    


    
      	
              1.2

            	
              Nidek
      agrees to supply the Preset IOL System to Staar Japan's agents in Germany.
      Nidek shall agree to supply the Preset IOL System to Staar Japan's agents
      in Germany for a period of two (2) years beginning in July 2008, during
      which Staar Japan's agents in Germany shall not accept supply of the
      Preset IOL System from Staar Japan.

            


    

    


    
      	
              1.3

            	
              Distribution
      of the Preset IOL System by Staar Japan in the Exclusive Territory shall
      begin in July 2008, and distribution of the Preset IOL System by Nidek and
      Staar Japan in any country or region other than Japan, China and the
      Exclusive Territory (hereinafter referred to as "Individual Territory")
      shall begin in January 2009. Distribution in the Individual Territory
      shall be done at the discretion of each of Nidek and Staar Japan, subject
      to the following terms and
conditions.

            


    

     

    
      
         

      

      
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              1.4

            	
              Except
      for Germany as designated in Article 1, Paragraph 2 above, each of Nidek
      and Staar Japan shall distribute the Preset IOL System under different
      names.

            


    

    


    
      	
              1.5
      

            	
              When
      each of Nidek and Staar Japan distributes the Preset IOL System directly
      by itself in the Individual Territory, each of them may only do so to one
      (1) distributor, save when there is any unavoidable reason not to do so,
      in which case the relevant party shall advise of such use of more than one
      (1) distributor to the other party in
advance.

            


    

    


    
      	
              1.6
      

            	
              "Individual
      Territory" means one (1) country, or a territory in which a distributor,
      whose territory does not substantially overlap with that of any other
      distributor within the same country, carries out distribution, and
      "distributor" means agent, affiliate distributor, OEM reseller and similar
      distribution channels.

            


    

    


    


    IN
WITNESS WHEREOF, this memorandum has been executed in duplicate and each of
Nidek and Staar Japan has indicated its name and affixed its seal hereunto, and
each shall retain one (1) copy respectively.

     

    
      
        	      
                Date:
      [December 25, 2008]

              	 	 	 	 
	 	 	 	 	 
	      
                Nidek
      Co., Ltd.

              	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                /s/Tsuneo
      Matsuhisa

              	 	 	
              	 
	
                (Name)
      Tsuneo Matsuhisa

              	 	 	
              	 
	
                      
                  (Title)
      Senior Managing Director

                

              	 	 	
                 

              	 
	 	 	 	 	 
	      
                STAAR
      Japan Inc.

              	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	/s/
      Isamu Kamijo	 	 	 	 
	      
                (Name)
      Isamu Kamijo

              	 	 	 	 
	      
                (Title)
      Representative Director and President

              	 	 	 	 


      

    

     

    
      
         

      

      
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