Unassociated Document


     

    
      
        	[Translated from
      Japanese] 	
                Exhibit
      10.85

              



    


    Acrylic
Preset Supply Warranty Agreement

    


    Nidek
Co., Ltd. (hereinafter referred to as “Party A”) and Staar Japan Inc.
(hereinafter referred to as “Party B”) hereby agree as follows in connection
with the continued supply between each other of the Subject of “Basic Agreement
for Purchase and Sale of Injector Products” and “Basic Agreement for Purchase
and Sale of Sterilized Intraocular Lens Products”, executed on May 23, 2005, and
“2nd
Generation Acrylic Preset Basic Agreement” executed on the same date as this
agreement , each entered into between Party A and Party B (these agreements are
hereinafter collectively referred to as “Agreements”) following termination of
the Agreements. Unless otherwise defined herein, certain capitalized terms used
herein shall have the meanings ascribed to them in the
Agreements.

    


    Article
1. (Purpose)

     

    The
purpose of this Agreement is to set out the basic terms and conditions which
apply under the circumstances where either “Basic Agreement for Purchase and
Sale of Injector Products” or “Basic Agreement for Purchase and Sale of
Sterilized Intraocular Lens Products” is terminated by the Buyer due to the
Seller’s change of control, or “2nd
Generation Acrylic Preset Basic Agreement” is terminated by either party thereto
due to the other party’s change of control (these terminations are hereinafter
collectively referred to as “Termination due to Change of Control”) and the
terminating party desires continued supply of the Subject of the terminated
Agreement. As used herein, the term “change of control” with respect to a party
means a change in a person who directly holds a majority of the voting shares of
that party, and such change is deemed to be detrimental to the interests of
Party A or Party B with respect to the Agreement concerned.

    


    Article
2. (Warranty of Supply)

     

    
      	
              1.

            	
              If
      Party A or Party B, as the case may be, enforces with respect to the other
      party Termination due to Change of Control of the Agreement in which it
      acts as Buyer, and desires continued supply of the Subject, it shall offer
      that it desires continued supply of the Subject to the other party in
      writing by no later than the termination date of the
      Agreement.

            
	 	 
	2.	When
      Party A or Party B, as the case may be, has enforced upon
  them


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	 	      
              Termination
      due to Change of Control by the other party and receives an offer from the
      other party as described in the immediately preceding Paragraph, it shall
      agree to such offer. Provided, however, that in any case the offered
      supply shall continue for a maximum of two (2) years from the termination
      date of the Agreement.

            
	 	 
	      
              3.

            	      
              Notwithstanding
      either of the preceding Paragraphs, the party who has received an offer
      under Paragraph 1 shall not be obligated to agree to continue the supply
      of the Subject, if any of the events set forth in Paragraph 1 or 2 of
      Article 27 of “Basic Agreement for Purchase and Sale of Injector Products”
      and “Basic Agreement for Purchase and Sale of Sterilized Intraocular Lens
      Products” has occurred, or any of the events set forth in Paragraph 1 or 2
      of Article 32 of “2nd
      Generation Acrylic Preset Basic Agreement” has occurred and is
      continuing.

            


    

     

    
      Article
3. (Warranty of Purchase)

    

     

    
      	      
              1.

            	      
              Party
      A or Party B, after it serves the offer to the other party pursuant to
      Paragraph 1 of Article 2 above, shall submit to the other party a purchase
      schedule with respect to the continued supply which it offered, within
      three (3) months after the termination of the relevant Agreement. Such
      purchase schedule shall clearly specify the desired period of continued
      supply and the desired volume to be supplied during such period, and the
      offering party shall warrant to purchase the entire volume of the Subject
      therein stated.

            
	 	 
	      
              2.

            	      
              Party
      A or Party B, after it receives the purchase schedule from the other party
      pursuant to the immediately preceding Paragraph, shall supply the Subject
      in accordance with the statements in the purchase schedule. Provided,
      however, that the party who has received the purchase schedule shall not
      be obligated to agree to continue the supply of the Subject, if any of the
      events set forth in Paragraph 1 or 2 of Article 27 of “Basic Agreement for
      Purchase and Sale of Injector Products” and “Basic Agreement for Purchase
      and Sale of Sterilized Intraocular Lens Products” has occurred, or any of
      the events set forth in Paragraph 1 or 2 of Article 32 of “2nd
      Generation Acrylic Preset Basic Agreement” has occurred and is
      continuing.

            


    

     

    Article
4. (Trading Terms for Subject hereunder)

    
       

      
        	      
                1.

              	      
                The
      unit price of the Subject shall be the unit price under the Agreement
      which was applied to each Subject immediately prior to Termination due to
      Change of Control.

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        	2.
      	Other
      trading terms and conditions for the Subject shall be determined as per
      the provisions of the Agreement which were applied to each Subject
      immediately prior to Termination due to Change of
  Control.


      

       

    

    Article
5. (No Exercise of Intellectual Property Right)

     

    When the
Subject is continuing to be supplied pursuant hereto, neither Party A nor Party
B shall assert to the other party or any third party designated by the other
party any proprietary right, including any intellectual property right or
ownership right held by such party, or any other right in connection with use,
utilization, distribution or any similar act done to the Subject (including
indispensable combination or combined parts thereof, if the Subject is used,
utilized, installed, embedded, combined or otherwise applied to a product,
system or similar property of the other party) by the other party or any third
party designated by the other party.

    


    Article
6. (Release from Infringement upon Third Party Intellectual Property Right) When
the Subject is continuing to be supplied pursuant hereto, Party A and Party B
shall be released from any and all liabilities in connection with infringement
upon any third party’s intellectual property right in connection with the
Subject supplied to the other party or the production, use, distribution or any
similar act done thereto.

    


    Article
7. (Manufacturing Facilities for Continued Supply)

     

    
      	
              1.

            	
              In
      the event that manufacture of the Subject pursuant hereto becomes required
      at a volume which is substantially above the supply volume when the
      relevant Agreement is terminated, and continued supply of the Subject is
      no longer possible without extending manufacturing facilities, the parties
      hereto shall discuss between each other, and the supplied party shall bear
      reasonable costs and expenses for the extension of the manufacturing
      facilities.

            
	 	 
	2.	      
              In
      the case where the Subject is manufactured pursuant hereto for the sole
      purpose of satisfying the demands of the other party, and if the supplying
      party’s own manufacturing facilities or other properties that are
      necessary for the manufacture of the Subject is damaged during the period
      of the continued supply, and continued supply of the Subject is no longer
      possible without repairing such damage, the parties hereto shall discuss
      the matter between each other, and the supplied party shall bear
      reasonable costs and expenses for the repair. Provided, however, in such
      case, the supplied party may be released from the
      obligation to bear those costs and expenses, if it suspends at its
      discretion purchase of the volume of the Subject which has not been
      manufactured yet, and compensates the supplying party for the damages
      suffered by it due to such
suspension.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    Article
7. (No Modification or Application to Other Product of Subject)

     

    Party A
and Party B hereby agree that the Subject or the production, use, distribution
or similar act done to the Subject shall be limited to the extent that such act
constitutes the use pursuant to Article 3 of “Basic Agreement for Purchase and
Sale of Injector Products” and “Basic Agreement for Purchase and Sale of
Sterilized Intraocular Lens Products” or Article 8 of “2nd
Generation Acrylic Preset Basic Agreement,” and neither party shall modify the
Subject (including additional processing thereof), or divert the same to any
other product.

     

    IN
WITNESS WHEREOF, this Agreement has been executed in duplicate and each of Party
A, Party B, and Party C has indicated its name and placed its seal hereunto, and
each shall retain one (1) copy respectively.


    


    December
25, 2008

    
      
        	 	 	 	 	 
	Party
      A: 	 	 	Nidek
      Co., Ltd.	 
	 	 	 	 	 
	
                 

              	 	 	
                /s/
      Tsuneo Matsuhisa

              	 
	
                 

              	 	 	
                (Name)
      Tsuneo Matsuhisa

              	 
	
                 

              	 	 	
                (Title)
      Senior Managing Director

              	 
	 	 	 	 	 
	 	 	 	 	 
	Party
      B: 	 	 	STAAR
      Japan Inc.	 
	 	 	 	 	 
	 	 	 	/s/
      Isamu Kamijo	 
	 	 	 	(Name)
      Isamu Kamijo	 
	 	 	 	(Title)
      Representative Director and President	 



    

    


    We hereby
certify that this Agreement has been executed between the parties named above as
of the date shown above.

    
      	 	 	 	 	 
	 	 	 	
              STAAR
      Surgical Co., 

              President
      of International Operations

            
	 	 	 	 	 
	 	 	 	/s/
      David Bailey	 
	 	 	 	David
      Bailey	 


    

     

    
      
         

      

      
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