Unassociated Document


    
      

        
          	[Translated from
      Japanese]    	 	 	
                   Exhibit
      10.82

                


        

         

      

    

    Basic Agreement on
Unsterilized Intraocular Lenses Sales Transactions

    


    This
agreement is made between CANON STAAR Co., Inc. (hereinafter referred to as
"Buyer") as the buyer and NIDEK Co., Ltd. (hereinafter referred to as "Seller")
as the seller, concerning the sales transactions to be made between Buyer and
Seller regarding the Products as defined in Article 3 of this
Agreement.

    


    WHEREBY
IT IS AGREED as follows:

    


    CHAPTER
1:  Agreement and
Contract

    


    Article 1
(Objective)

     

    The
objective of this Agreement is to establish basic conditions under which Seller
sells the Products to Buyer and Buyer purchases the same.

    


    Article 2
(Basic Agreement and Individual Sales Contract)

     

    This
Agreement stipulates the basic conditions and provisions for the sales
transactions to be made between Buyer and Seller regarding the Products, which
shall be applied to individual agreements (hereinafter called "Individual
Sales Contract")
covering specific sales transactions to be discussed between and agreed upon by
Buyer and Seller. However, the foregoing shall not prevent Buyer and Seller from
making exceptions to or suspending the application of any provision of this
Agreement or specifying conditions or provisions other than those stipulated in
this Agreement with a written consent between the two parties.

    


    Article 3
(Definition of Products)

     

    1.  In
this Agreement, the Products mean the unsterilized intraocular lenses sold under
the commercial name of "Hydrophobic
Soft Acrylate IOL (Unsterilized)", which have been developed and manufactured by
Seller, with the specifications being as set forth in a specification sheet to
be exchanged separately between Buyer and Seller

     

    2.  Buyer
shall use the Products to manufacture a Preset IOL system (to be sold under
Buyer's commercial name: Acryload System) by integrating and mounting the
Products into Buyer's
injectors, for the purpose of selling the said Preset IOL system only in Japan
and People's
Republic of China (including Hong Kong and Macao), provided that the Products
should be approved in Japan and People's
Republic of China (including Hong Kong and Macao) as a medical device according
to the regulation as stipulated in the Pharmaceutical Affairs Law, with the
necessary application procedures for such an approval being undertaken by
Buyer.

     

    
      
         

      

      
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    3.  In
the event that Buyer desires to sell the Preset IOL system as specified in the
preceding Clause in countries or regions other than Japan and People's Republic
of China (including Hong Kong and Macao), Buyer shall inform Seller accordingly.
In such an event, Buyer and Seller shall decide upon the appropriateness of such
a sale after due consultation between Buyer and Seller. Neither Seller or Buyer
shall have an obligation under this agreement to consent to such a request for
geographical expansion of the territory submitted by Buyer. Moreover, in the
event that Buyer is allowed to sell the Preset IOL system as specified in the
preceding Clause in countries or regions other than Japan and People's Republic
of China (including Hong Kong and Macao) as a result of such consultation, Buyer
shall obtain governmental permissions required to sell the Products in such
countries or regions at Buyer's own expense. Further, in the event that it
becomes necessary for Buyer to obtain assistance or cooperation of Seller in
obtaining the required governmental permissions, Seller shall provide the
assistance or cooperation as required, provided that any and all expenses
incidental to such assistance or cooperation shall be borne by
Buyer.

    4.  In
the event that, in accordance with the preceding Clause, Buyer is allowed to
sell the Preset IOL system as specified in the Clause 2 in countries or regions
other than Japan and People's
Republic of China (including Hong Kong and Macao), the relevant provisions of
this Agreement Shall apply mutatis mutandis to such
Preset IOL system.

    


    Article 4
(Contents of Individual Sales Contract)

     

    1.
An
Individual Sales Contract shall establish details for the individual transaction
intended, including the order date, name of the Products, quantity, delivery
date, etc.

     

    2.  Notwithstanding
the provision of the preceding Clause, a part of the contents of the Individual
Sales Contract may be separately established beforehand as discussed and agreed
upon between Buyer and Seller.

    


    Article 5
(Purchasing Plans)

     

    Buyer and
Seller hereby agree to discuss and establish a monthly purchasing plan (for
quantity, amount of money, etc.) for the Products three (3) months in advance,
and also to separately discuss and establish at least an annual purchasing plan
which Buyer will try its best to accomplish. However, Buyer shall not be
obligated to fulfill the said annual purchasing plan unless there is a
particular agreement between Buyer and Seller to that effect.

    


    Article 6
(Conclusion of the Individual Sales Contracts)

     

     1.
An Individual Sales Contract shall become effective when a purchasing order
document describing details for the individual transaction as stated in the
preceding Article is issued by Buyer and accepted by Seller.

     

    
      
         

      

      
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    2. In the
event that no response is given by Seller to Buyer as to whether the said
purchasing order is accepted or not within seven (7) days of the issuance of the
order document, the Buyer's purchasing order shall be deemed to have been
accepted by Seller at the expiry of the said period.

    


    Article 7
(Amendment to the Individual Sales Contract)

     

    1.  If
an amendment to an Individual Sales Contract becomes necessary, such an
amendment shall be made upon consultation between Buyer and Seller. To effect
the required changes, either the existing documents for order placement and
acceptance shall be revised, or alternatively, new documents shall be raised for
the same purposes.

     

    2. Should there be any damage incurred
as a consequence of the amendment specified in the preceding Clause, the cost of
such damage shall be borne as set forth below:

     

    (i) If Seller
should suffer the damage for reasons attributable to Buyer, the cost of such
damage
shall be borne by Buyer and Seller is entitled to ask for
compensation.

     

    (ii) If Buyer
should suffer the damage for reasons attributable to Seller, the cost of such
damage
shall be borne by Seller and Buyer is entitled to ask for
compensation.

     

    (iii) In case
the damage should be attributable to both Seller and Buyer, or to neither party,
the two
parties shall discuss and determine the disposition of the damage
incurred.

    


    Article 8
(Determination of Price)

     

    1.  The
price for the Products to be applied commonly in Individual Sales Contracts
shall be in accordance with a price list issued separately by Seller to Buyer,
the relevant price having been determined upon consultation between Buyer and
Seller and prior to the first order placement for the Products in
question.

     

    2.  In
the event that Seller becomes desirous of amending the price as specified in the
preceding Clause, Seller shall promptly propose or issue an amended price list
to Buyer and obtain Buyer's consent.

     

    3.  The
price for the Products shall, unless otherwise stipulated in the relevant
Individual Sales Contract, include costs of packaging, transportation, insurance
and other ancillary expenses incurred up to the delivery location as specified
by Buyer in the Individual Sales Contract.

    


    CHAPTER
2:  Delivery
Date

    


    Article 9
(Delivery Date and Delivery Location)

     

    1.              Seller
shall make delivery of the Products, unless there is a special agreement
otherwise, to a specific place of business owned or controlled by Buyer and as
agreed upon beforehand between Buyer and Seller. However, should the delivery be
delayed and/or prevented owing to force

     

    
      
         

      

      
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    majeure such as a natural
disaster, or for any other circumstances beyond Seller's reasonable control,
Seller shall not be held responsible for such an event.

     

    2. Seller will strictly observe the
delivery date as specified in the relevant Individual Sales
Contract.

     

    3. Unless so instructed or agreed upon
by Buyer, Seller shall not make incomplete, split or combined
deliveries.

    


    Article
10 (Amendment on Delivery Date)

     

    In the
event that Seller has recognized a possibility of missing the delivery date
specified for the Products, Seller shall immediately notify Buyer for reporting
the fact and seeking the latter's instructions.

    


    CHAPTER 3: Product
Delivery

    


    Article
11 (Receipt, Inspection and Delivery)

     

    1.  Each
time the Products are delivered by Seller, Buyer shall receive the Products,
issue Seller a document to confirm the receipt of the delivered goods, and
promptly conduct receiving inspection in accordance with the procedures
established beforehand by Buyer and agreed upon by Seller.

     

    2.  When
the Products are found to satisfy the inspection as specified in the preceding
Clause, the delivery of the Products is deemed complete at this point and Buyer
shall issue to Seller a document certifying that the Products conform to the
acceptance criteria.

     

    3.  Seller
shall provide all Products to be delivered with an attached certificate clearly
stating that the Products are manufactured in accordance with agreed standards
and meet the agreed specifications.

     

    4. When the Products failed to satisfy
the inspection as specified in Clause 1, Buyer shall issue to Seller a document
stating that the Products have failed to conform to the acceptance
criteria.

     

    5.  In
the event that there is a prior agreement not to subject the Products to the
inspection at the time of receiving, the delivery of the Products is deemed
complete at the time when Seller delivered the Products to the specified
delivery location.

    


    Article
12 (Delivery of Supplementary or Replacement Supplies)

     

     1.
For the Products that have been rejected or found to be in deficiency in
quantity as a result of the inspection as stipulated in the preceding Article,
Seller shall, in accordance with Buyer's instructions, promptly arrange to
deliver supplementary or replacement supplies to make up for the shortage or
failed quantities or otherwise to readjust or remake the non-conforming
Products.

     

    
      
         

      

      
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    2.              For
the delivery of the Products under the provisions of the preceding Clause, the
relevant procedures as stipulated in the preceding Article shall apply
correspondingly.

    


    Article
13 (Disposition of Non-conforming Products or Overage)

     

    1.  For
the Products that have been rejected or found to be in excess in quantity as a
result of the inspection as stipulated in Article 11, Seller shall arrange to
take such Products back by the time limit as specified by Buyer, except that
Buyer may elect to accept such Products in special concession or to purchase the
excess quantity.

     

    2.  In
the event that Seller fails to take back the rejected or excess quantities by
the time limit as specified in the preceding Clause, Buyer may arrange to return
such quantities to Seller or to discard such quantities with Seller's consent,
all at Seller's
expense. In the above instances, Buyer is entitled to charge Seller for the cost
of storage for the period after the said time limit.

     

    3.  In
the event that a portion or all of the rejected or excess quantities is lost,
impaired, or deteriorated during the custody of Buyer, the associated damage
shall be borne by Seller, provided that the damage has not been caused by
reasons attributable to Buyer by the time limit as defined in Clause
1.


    


    Article
14 (Concessionary Acceptance or Purchase of Excess Delivery)

     

    1.  For
the goods that have been rejected as a result of the inspection as stipulated in
Article 11, if the rejection is caused by a minor defect and the goods could be
used with Buyer's ingenuity, Buyer may elect to accept such goods at a discount
from the contractual price.

     

    2.
Buyer is
entitled to purchase at its discretion the goods that have been found to be in
excess in quantity as a result of the inspection as stipulated in Article
11.

     

    3.
Prices to
be applied to the goods in the preceding two Clauses shall be established by
Buyer in consultation with Seller.

     

    Article
15 (Transfer of the Products Title)

     

    The title
and right to the Products shall transfer from Seller to Buyer when either one of
the following events takes place:

     

    (i) A
delivery is completed in accordance with Clause 2 or Clause 4 of Article
11.

     

    (ii) A
concessionary acceptance is made as per Clause 1 of the preceding
Article.

     

    (iii) An excess
quantity is purchased as per Clause 2 of the preceding Article.

    


    Article
16 (Risk of Loss)

     

    Seller
shall bear the risk of any loss, deterioration or damage caused to a portion or
all of

     

    
      
         

      

      
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    the
Products due to reasons beyond Buyer's reasonable control, from the time the
Products are delivered until the title and right to the Products transfer from
Seller to Buyer.

    


    CHAPTER 4: Payments

    


    Article
17 (Payment Terms)

     

    Buyer
shall, unless otherwise agreed between Buyer and Seller, pay for the Products
that Buyer purchased from Seller together with associated costs such as
Consumption Tax, in accordance with the cutoff date and the due date as set
forth below. When the due date falls on a bank holiday, payment shall be made by
the business day immediately preceding the bank holiday:

     

    Cutoff
date: Twenty-fifth (25th) day of every month

     

    Due
date: Twentieth (20th) day of the month following the delivery month
Payment method: Bank Transfer

    


    CHAPTER 5: Quality

    


    Article
18 (Quality Assurance Obligations)

     

    1.  Should
Buyer discover a defect in the Products within one year of the transfer of title
and right to the said Products from Seller to Buyer, Buyer has the right to
notify the fact to Seller in writing, and ask for a replacement supply, repair
of the defect, or refund on the product cost. Notwithstanding the foregoing,
Seller is equally liable for damage even after the passage of the aforementioned
period if the defect in question has been caused for reasons clearly
attributable to Seller.

     

    2.  Seller
shall retain records concerning the manufacture and quality of the Products.
Further, Seller shall retain all the records that could be demanded by the
Ministry of Health, Labor and Welfare or relevant authorities regulating the
marketing area (hereinafter referred to as "authorities concerned") with respect
to the Products for the period of at least six (6) years, and shall provide
Buyer with such records as well as other relevant information as and when
required.

     

    3.  Seller
shall guarantee that the Products are (a) satisfying the agreed specifications
in all aspect, (b) maintained at a quality level in accordance with the
regulations by the authorities concerned, and are free from false
marking.

     

    4.  In
the event that Seller has decided it is necessary to recall the Products, or a
recall of the Products is ordered by the authorities concerned, Seller shall
bear all the expenses related to the recall including, but not limited to,
expenses and liability incurred on a third party, expenses for notifying Buyer,
and the transportation expenses incurred upon recalling the Products from Buyer.
However, in the event that the necessity of a recall has arisen from Buyer's
advertisement,

     

    
      
         

      

      
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    promotion
or marking, Buyer's neglect or willful wrongdoing, or Buyer's breach or default
of this Agreement, Buyer shall undertake to bear all expenses related to such a
recall, and to promptly reimburse Seller for any expenses incurred to Seller
with respect to the recall. It is hereby agreed that, in the event of a recall,
both parties shall thoroughly cooperate each other in handling such a
recall.

    


    Article
19 (Product Liability)

     

     1.
Seller shall exert sufficient effort to ensure the safety of the Products in the
design, manufacture, and processing on the Products so that no damage should be
incurred on the life, body or property of a third party person due to a defect
in the Products.

     

     2.
Should Buyer be required to compensate a third party person for damage incurred
on the life, body or property of such a person, or to take measures to prevent
the occurrence of potential damage for any reasons attributable to the Products,
Seller shall pay Buyer for the damages that Buyer paid as well as for the cost
of said measures, except that Seller shall not be required to pay for any
damages or other costs incurred for reasons attributable to Buyer.

     

    3. Buyer
or Seller, in the event that either one of the two parties has come to the
knowledge of existence or a possibility of a defect (not limited to the defect
as defined in Article 2, Clause 2 of The Product Liability Law; this
interpretation being equally applicable hereafter), or has received a notice
from a third party person reminding of a defect in the Products, shall
immediately notify the respective counterpart, and Seller, in accordance with
Buyer's request, shall take measures as set forth below:

     

    
      	(i)   
      	Investigation
      on the causes for the defect in the Products
	 	 
	
              (ii)  

            	
              Elimination
      of the defect and the causes for the defect by taking necessary steps such
      as implementing design modification or modifying the manufacturing method
      for the Products, repair or replacement of the Products, and others as
      required.

            


    

     

    4. Seller
shall retain relevant records and references concerning the investigation as
specified in Clause lof the preceding Article during the period while the
Products are being supplied and until such time as separately specified by Buyer
after that.

    


    CHAFFER 6:  Environmental Assurance

    


    Article
20 (Environmental Assurance)

     

     1.
Buyer and Seller shall, throughout their respective business activities,
strenuously promote the activities in regard to environmental management through
means such as reduction of waste materials, energy conservation, resource
saving, recycling, or elimination of toxic substances, and the
like.

     

    
      
         

      

      
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    2.  Seller
shall always pay attention to matters of environmental management and comply
with relevant laws and regulations, directives and orders issued by relevant
government authorities and shall accomplish the Green Procurement Standard to be
separately proposed by Buyer and agreed upon by Seller.

     

    3. Seller
shall cooperate with Buyer in the latter's audit concerning environmental
management.

     

    4.  Should
Seller encounter a case of environmentally related accident or hazard, Seller
shall promptly take appropriate steps and at the same time notify Buyer, and
exert its best effort to prevent the recurrence of such incidents.

     

    CHAPTER 7:  General Provisions

     

    Article
21 (Intellectual Property Rights)

     

    1.  For
the Products or in the manufacture (including the manufacturing process; this
interpretation being equally applicable hereafter), use, or sale, etc. of the
Products, Seller shall pay sufficient attention not to infringe upon or
illegally use intellectual property such as industrial property rights
(including the applications therefor), copy rights, rights to integrated circuit
layout designs, and other proprietary information (the foregoing hereinafter
being collectively referred to as the Intellectual Property) as established or
owned by a third party in Japan and/or other countries or regions. Should an
issue related to the Intellectual Property arise or be in danger of occurring,
Seller shall immediately notify the fact to Buyer in writing.

     

    Should
any issue related to the Intellectual Property arise between a third party and
Buyer, Buyer's affiliates, dealers of Buyer's products including sales agents as
well as customers for a reason ascribable to the manufacture, use, or sale, etc.
of the Products, Buyer and Seller shall discuss and cope with the issue to
defend and/or settle the same.

     

    2.  For
the use, utilization, sale, etc. of the Products (including essential
combinations and combined parts when the Products are used, utilized, mounted,
integrated, and combined into Buyer's products, systems, etc.) by Buyer and a
third party person designated by Buyer, Seller shall not claim or assert its
right to anything whatsoever against Buyer and the said third party person,
based on the intellectual property rights, property rights including proprietary
rights, and all other rights owned by Seller.

    


    Article
22 (Confidentiality)

     

    1. In the
event that Buyer and Seller should disclose to the respective counterpart any
business related information (excluding technical information, hereinafter
referred to as "Trade Secrets") for
which confidentiality is required on the part of the receiving party, the
following

     

    
      
         

      

      
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    methods
shall be used:

     

    
      	
              (i)  

            	
              Disclosure
      of Trade Secrets by means of media such as hard copy, floppy disk, etc.:
      The date of disclosure shall be clearly marked on the medium, together
      with a marking "Confidential" or an equivalent.

            
	 	 
	(ii)  
      	
              Disclosure
      of Trade Secrets by means of facsimile, electronic mail, or the
      like:

              The
      date of disclosure shall be clearly indicated within the Trade Secrets
      being transmitted,
      together with an indication of "Confidential" or
      an equivalent.

            
	 	 
	(iii)  	
              Disclosure
      of Trade Secrets by verbal communication:

              The confidentiality requirement shall be stated at the
      time of the first disclosure, and within one (1) month thereafter, the
      Trade Secrets to be kept confidential shall be documented and transmitted
      to the receiving party, wherein the date of the verbal disclosure is
      clearly indicated together with an indication of "Confidential" or an
equivalent.

            


    

     

     2.
Buyer and Seller shall hold confidential and shall not disclose, divulge or
otherwise provide to any third party any of Trade Secrets that have been
disclosed or furnished by the respective counterpart in accordance with the
preceding Clause for three (3) years from the date of disclosure, and at the
same time, use such Trade Secrets solely for performing this Agreement and the
Individual Sales Contract in regard to said Trade Secrets while refraining from
using or utilizing the same for any other purposes. However, the following types
of information shall be exempted from the confidentiality obligations in the
foregoing: 

     

    
      	(i)  
      	Publicly
      known information, or information which has become public knowledge after
      disclosure or offering by one party, for no fault on the part of the
      receiving party.
	 	 
	(ii)  
      	Information
      for which a prior consent has been obtained from the other party for disclosure
      or offering to a third party.
	 	 
	(iii)  
      	Information
      for which the receiving party is able to prove that it had already been in
      the
      possession of the receiving party at the time of disclosure or
      offering.
	 	 
	(iv) 
      	Information
      that has been disclosed or provided by a third party having a legitimate
      right
      to said information.
	 	 
	
              (v)  

            	
              Information
      to be disclosed under a statutory requirement or as mandated by the
      relevant government authorities and/or other pubic
  offices.

            


    

    


     3.
Unless otherwise stipulated in this Agreement, should either Buyer or Seller
desire disclosure of confidential information of technical nature to be provided
by the other party in connection with this Agreement or the Individual Sales
Contract, Buyer and Seller shall conclude a separate agreement covering the
handling and other matters pertaining to said confidential

     

    
      
         

      

      
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    information
prior to the disclosure of the confidential information by the providing
party.

    


    Article
23 (Entrustment)

     

    1. Seller
may, upon Buyer's prior consent in writing, entrust a third party person with
the execution of a part or all of the performance of this Agreement or the
Individual Sales Contract. In the foregoing event, Seller shall lay the said
third party person under an obligation to fulfill the identical duties imposed
on Seller under this Agreement or the Individual Sales Contract.

     

    2. In the
case of the preceding Clause, Seller shall not be exempt from the obligation to
fulfill Seller's duties under this Agreement or the Individual Sales
Contract.

    


    Article
24 (Assignment of Rights and Obligations)

     

    Neither
Buyer nor Seller shall have the right to assign or establish the right of pledge
on a part or all of any rights or obligations arising from this Agreement or the
Individual Sales Contract without the prior written consent of the other
party.

    


    Article
25 (Security Trade Control)

     

    1. In
performing this Agreement or the Individual Sales Contract, Buyer and Seller
shall comply with the provisions in Article 25 and Article 48 of the "Foreign
Exchange and Foreign Trade Control Law" as well as related governmental and
ministerial orders (hereinafter collectively referred to as "Export
Control Regulations").

     

    2. Seller
shall make judgments (hereinafter referred to as "Relevance Judgment") as to
whether the Products or the technology (hereinafter referred to as "Related
Technology") provided by Seller to Buyer in connection with the Products fall
under the category of regulated goods or technology as designated in the
relevant Export Control Regulations. In the event that the Products or the
Related Technology should be found to fall under the regulated goods or
technology according to the relevant Export Control Regulations, Seller shall
notify Buyer of the fact in writing prior to the delivery or offering of the
Products or the Related Technology to Buyer. Further, in the event that the
status of the Products or the Related Technology in the Relevance Judgment has
been revised as a result of design or specification changes in the Products, any
revisions of the relevant Export Control Regulations, or reassessment of the
Relevance Judgment, Seller shall immediately notify Buyer of the fact in
writing. However, the foregoing provisions shall not apply in so far as the
Products or the Related Technology are based on specifications given by
Buyer.

     

    3. Should
Buyer request from Seller reports or reference materials concerning details of
the Relevance Judgment on the Products or the Related Technology, Seller shall
promptly comply and provide Buyer with the required information in
writing.

     

    
      
         

      

      
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    CHAPTER 8: Notification

     

    Article
26 (Duty of Notification)

     

    1. Upon conclusion of this Agreement,
Seller shall provide Buyer with a manuscript as specified by the
latter.

     

    2.  In
the event that any changes are made in the items entered in the manuscript
submitted to Buyer in accordance with the preceding Clause, Seller shall
immediately notify Buyer of the fact in writing.

     

    3. Should any one of the following events
occur, either Buyer or Seller shall promptly notify the respective counterpart
of the fact:

     

    
      	
              (i)  

            	
              Occurrence
      of a condition corresponding to any one of the provisions in Clause 1 and
      Clause 2 of Article 27, or Clause 4 of Article 28;

            
	 	 


    

    
      	
              (ii)  

            	
              When
      a business operation related to the sales transactions in this Agreement
      has been ceded or acquired;

            
	 	 


    

    
      	
              (iii)  

            	
              When
      a change has been made in the official address, representative officer,
      corporate name, or any other significant matters related to the sales
      transactions in this Agreement.

            


    

     

    CHAPTER 9: Termination

     

    Article
27 (Forfeiture of Benefit of Time)

     

    1.              Should
any one of the following events occur, either Buyer or Seller shall lose the
benefit of time on all liability for debts against the respective
counterpart:

     

    
      	
              (i)  

            	
              When
      any of the promissory notes, acceptance payables or checks issued by the
      applicable party has been dishonored;

            
	 	 


    

    
      	
              (ii)  

            	
              When
      the applicable party has been subjected by a third party to any of
      provisional attachment, provisional disposition, compulsory execution,
      disposition for delinquency on taxes and public charges, auction as the
      exercise of security right, and the like impositions.

            
	 	 


    

    
      	
              (iii)  

            	
              When
      any petition for bankruptcy, liquidation, special liquidation, bankruptcy
      protection under the Civil Rehabilitation Law or relief under the
      Corporate Rehabilitation Law has been filed by the applicable
      party.

            


    

     

    2.              Should
any one of the following events occur, either Buyer or Seller, upon request from
the other party, shall lose the benefit of time on all liability for debts
against the other party:

     

    
      	(i)  	When
      the applicable party in question has been subjected by the competent authorities
      to cancellation, stoppage, or the like imposition on its business
      operations.


    

     

    
      
         

      

      
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              (ii)  

            	
              When
      the applicable party has made any resolution concerning assignment of all
      or a significant portion of its business operations, exchange of shares,
      transfer of shares, partition of corporation, reduction of capital,
      dissolution, or amalgamation, resulting in a situation wherein the
      relationship of mutual trust for sustaining a continued transaction
      between Buyer and Seller based on this Agreement has been
      harmed.

            
	 	 


    

    
      	
              (iii)  

            	
              When
      the financial condition of the applicable party has been impaired or there
      is a sufficient reason to believe that the financial condition of the
      applicable party is in danger of being seriously
  impaired.

            
	 	 


    

    
      	
              (iv)  

            	
              When
      the applicable party has effectively come under control of a third party
      with a potential risk of hampering the interest of the other party in
      regard to this Agreement or the Individual Sales
  Contract.

            


    

     

    3. The
request as described in the preceding Clause shall be given in writing and being
addressed to the applicable party's place of domicile or to its registered
address of the head office. Should the above document fail to reach the
applicable party's representative officer for reasons such as disappearance of
the same, the document shall be conclusively deemed to have been given and
received on the date after the lapse of two (2) weeks from the date the document
was dispatched.

    


    Article
28 (Termination of the Agreement)

     

    1.  Either
Buyer or Seller shall have the right to terminate a portion or all of this
Agreement or the Individual Sales Contract, without any reminder, if the
respective counterpart has fallen in a condition corresponding to any one of the
provisions in Clause 1 and Clause 2 of the preceding Article.

     

    2.  In
the event of defaults or breaches of obligations set forth in this Agreement or
the Individual Sales Contract, the non-defaulting party may give the defaulting
party a written notice of such default or breach, and if such defaulting party
does not effect an adequate cure within reasonable time, the non-defaulting
party shall have the right to terminate a portion or all of this Agreement or
the Individual Sales Contract.

     

    3.  The
notice of intention to terminate this Agreement or the Individual Sales Contract
as described in the preceding two Clauses shall be given in writing and being
addressed to the applicable party's place of domicile or to its registered
address of the head office. Should the above document fail to reach the
applicable party's representative officer for reasons such as disappearance of
the same, the document shall be conclusively deemed to have been given and
received on the date after the lapse of two (2) weeks from the date the document
was dispatched.

     

    4.
Buyer or
Seller shall have the right to terminate a portion or all of this Agreement or
the Individual Sales Contract upon due consultation with the other party, if the
party has become unable

     

    
      
         

      

      
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    to
observe or perform any of its contractual obligations for unavoidable
circumstances such as a disaster.

     

     5.
In the event that the Basic Agreement on Injector Product Sales Transactions,
which was entered into between Buyer and Seller as of x day/y month/2005 has been
terminated for expiration or termination otherwise, Buyer or Seller shall have
the right to terminate this Agreement within three (3) months of the date of
such termination.

    


    Article
29 (Post-termination Provisions)

     

    1.  Seller
shall, in the event of termination as set forth in the preceding Article,
immediately return to Buyer, discard or erase drawings (including reproductions
thereof) on loan to Seller, in accordance with Buyer's
instructions.

     

    2.  In
the event of termination as set forth in the preceding Article, Buyer is
entitled to purchase the Products retained by Seller in regard to the Individual
Sales Contract, in preference to any third parties.

    


    Article
30 (Compensation Claim)

     

    Either
Buyer or Seller shall have the right to make a claim for damages against the
respective counterpart, if the applicable party has incurred damage due to
either one of the following causes:

     

    
      	
              (i)  

            	
              Defaults
      or breaches of obligations set forth in this Agreement or the Individual
      Sales Contract as committed by the respective
  counterpart;

            
	 	 


    

    
      	
              (ii)  

            	
              Termination
      of this Agreement or the Individual Sales Contract effected in accordance
      with the provisions in Article 28.

            


    

    


    Article
31 (Remaining Duties)

     

    The
provisions set forth in Article 18 (Quality Assurance Obligations), Article 19
(Product Liability), Article 21 (Intellectual Property Rights), Article 22
(Confidentiality), Article 24 (Assignment of Rights and Obligations), Article 25
(Security Trade Control) shall survive the expiration, termination, or
cancellation of this Agreement and shall remain in force
thereafter.

    


    
      
         

      

      
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    CHAPTER 10: Consultation and
Settlement

     

    Article
32 (Consultation and Settlement)

     

    Any
questions on the interpretation of provisions or other matters that are not
stipulated in this Agreement or the Individual Sales Contract shall be settled
through consultations between Buyer and Seller.

     

    Article
33 (Agreement Jurisdiction)

     

    Any
disputes arising from the execution of this Agreement or the Individual Sales
Contract shall be submitted to arbitration in accordance with the rules of Tokyo
District Court as the exclusive agreement jurisdictional court.

    


    CHAPTER
11: Term

    


    Article
34 (Term)

     

    1.  The
term of this Agreement shall be three (3) years from , provided that the term
shall be extended for another one (1) year under the identical conditions unless
otherwise notified in writing by either Buyer or Seller at least two months
prior to the expiry of this Agreement, which procedure shall be used in the
future extensions thereafter.

     

    2.  For
the Individual Sales Contract that may be in effect at the time of expiry or
termination of this Agreement, the provisions of this Agreement shall remain
applicable to said Individual Sales Contract.

    


    IN
WITNESS WHEREOF, the parties have executed this Agreement in duplicate by
causing their corporate seals to be affixed together with the signatures of
their duly authorized representatives given as of the date written
below:

     

    [May 23,
2005]

     

    Signed
for and on behalf of Buyer:  CANON STAAR Co., Inc.

     

    
      
        	 	 	 	 	 
	
              	 	 	
                 

              	 
	
                (Name)
      David Bailey

              	 	 	
                 

              	 
	
                      
                  (Title) President and
      Representative Director Signed for and on behalf of Seller: NIDEK Co.,
      Ltd.

                

              
	 
	(Name)
	(Title)


      

    

     

    
      
         

      

      
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