Amendment #2 to Manufacture and Supply Agreement



EXHIBIT 10.19 
 
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject
to the confidentiality request. Omissions are designated as *****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 
 
Amendment No. 2 
To the Manufacturing and Supply Agreement 
By and
Between 
Allergan Sales, Inc. 
And 
Carl Zeiss Ophthalmic Systems,
Inc. 
 
This second AMENDMENT, EFFECTIVE AS OF May
31, 2002 is to the Manufacturing and Supply Agreement executed on May 28, 1999 (hereafter “Agreement”), as amended between Allergan Sales, Inc., a California Corporation, on behalf of itself and its affiliates (“Allergan”),
having principal offices at 2525 Dupont Drive, Irvine, California 92612 and Carl Zeiss Ophthalmic Systems, Inc., A New York Corporation, on behalf of itself and its affiliates (“CZOS”), having principal offices at 5160 Hacienda Dr.,
Dublin, California 94568. 
 
RECITALS

 
CZOS and Allergan each desire to amend the Manufacturing and
Supply Agreement as set forth herein below. 
 
NOW THEREFORE, CZOS
and Allergan hereby agree as follows: 
 
Section
1. Definitions 
 
Section 1.14 is
amended in its entirety to read as follows: 
“Humphrey” here after shall mean Carl Zeiss Ophthalmic Systems,
(CZOS). 
 
Section 1.20 is added as follows:

“End of Life (EOL)” shall mean any component used to manufacture the Product(s) that the component supplier has or
will be discontinuing supply of, and Allergan and CZOS have agreed to purchase a fixed quantity of these components. 
 
Section 2. Terms and Termination 
 
The term of this Agreement shall be extended for an additional two (2) years. The term of the extension will be from May 28, 2003 through
May 31, 2005. 
 
Section 2.3.4 is amended in
its entirety to read as follows: 
Upon expiration of this Agreement, Allergan will purchase at the prevailing standard cost,
the raw materials, work in process (WIP) materials and finished goods held at CZOS. The raw and WIP materials repurchased would be in the quantity mutually agreed upon, (or the most current 







***** Certain information on this page has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 
 
forecast as stated in Section 6.2), to support the required delivery times and manufacturing lead-times. 
 
Section 3. Pricing and Payment 
 
Section 3.1 Determination of Price is amended in its
entirety to read as follows: 
The pricing for the Products are in the table set forth below and shall be supported by a
“costed” bill-of –material. The costs reflected in the “costed” bill-of-materials are based on the following categories: (i) ***** (ii) ***** (iii) *****. 
 

	 Product
	 	 2002
	 	 2003
	 	 2004
	 	 2005

	
	 SOV. Foot Pedal
	 	 *****
	 	 	 	 	 	 
	 SOV. Remote
	 	 *****
	 	 	 	 	 	 
	 SOV. Cart/IV Pole
	 	 *****
	 	 	 	 	 	 
	 SOV. Console
	 	 *****
	 	 	 	 	 	 
	
	 Diplomax System
	 	 *****
	 	 *****
	 	 *****
	 	 *****

	 Diplomax Foot Pedal
	 	 *****
	 	 *****
	 	 *****
	 	 *****

	 Diplomax IV Pole
	 	 *****
	 	 *****
	 	 *****
	 	 *****

	 Diplomax Remote
	 	 *****
	 	 *****
	 	 *****
	 	 *****

	
	 Prestige System
	 	 *****
	 	 *****
	 	 *****
	 	 *****

	 Prestige Foot Pedal
	 	 *****
	 	 *****
	 	 *****
	 	 *****

	 Prestige Foot Pedal II
	 	 *****
	 	 *****
	 	 *****
	 	 *****

	 Prestige IV Pole
	 	 *****
	 	 *****
	 	 *****
	 	 *****

	 Prestige Remote
	 	 *****
	 	 *****
	 	 *****
	 	 *****

	 Prestige Dust Cover
	 	 	 	 	 	 	 	 
	 Prestige Power Cord
	 	 *****
	 	 *****
	 	 *****
	 	 *****

	 Prestige Power Cord
	 	 *****
	 	 *****
	 	 *****
	 	 *****


 
Pricing
is based on the following order quantities of materials required to manufacture the Product(s). 
 

	 	1.	 	Sovereign Console – minimum ***** units. 


	 	2.	 	Other Sovereign System Components – minimum ***** units. 


	 	3.	 	Diplomax – is determined by minimum quantities remaining to build, (approx. ***** units) 


	 	4.	 	Prestige – is determined by consumption of excess materials. (Approx. ***** units) 

 
Section 3.6 ECR Pricing Adjustments is amended in its entirety to read as follows: 
 

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***** Certain information on this page has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 
 
If Allergan increases the cost of the Product as the result of an ECR the cost of the Product will increase immediately. CZOS will invoice
Allergan for all costs associated with the implementation and/or validation of any requested ECR for said Products. This would include but is not limited to materials that may become scrapped and/or excess based upon the ECR. CZOS will notify
Allergan’s Logistics Director in writing of these costs prior to the ECR being implemented and CZOS and Allergan will mutually approve these costs in writing as stated in Section 4.2. 
 
Section 5. Place of Manufacture; Right of Inspection 
 
Section 5.2 Allergan Inspection is amended by deleting
the phrase “twenty-four (24) hours advance notice” in the first sentence and inserting “forty-eight (48) hours advance notice” in its place. 
 
Section 6. Terms of Supply 
 
Section 6.2 Forecast and Supply Amounts is amended in its entirety to read as follows: 
Allergan shall, on a monthly basis, provide CZOS with a twelve (12) month, non-binding forecast of estimated Products needed by the tenth
(10th) working day of each month. CZOS shall use Allergan’s forecast to plan and build products to support the
forecast. Lead-time for Product(s) shall be no more than ***** (*****) calendar days form receipt of Allergan’s purchase order to shipment of product. However, it is understood that, in the case where the requested shipping date is sooner than
such period, CZOS shall make all reasonable efforts to comply with Allergan’s requested shipping dates. Should Allergan’s purchase orders exceed the appropriate forecast, CZOS shall make its best efforts to produce at least the incremental
increases as follows: (i) one hundred percent (100%) for more than 90 work days of lead time; (ii) twenty percent (20%) for lead times between 60 and 90 work days; (iii) ten percent (10%) for lead times between 30 and 60 work days; and (iv) zero
percent (0%) for lead times less than 30 work days. There shall be no minimum annual order quantities for the finished goods Product(s). Allergan and CZOS shall continually seek ways to reduce manufacturing lead times. All materials that have been
purchased on the behalf of Allergan that are considered End of Life (EOL) of obsolete will be fully covered by Allergan with a purchase order at the materials cost if not consumed by the end of the agreement. Obsolete inventory should be identified
at the time an ECR is created and approved. 
 
Section 6.3 Purchase of Inventory is amended by adding the following after its last sentence: 
It
shall be the responsibility of Allergan to purchase or buy in advance or at termination of the Agreement, any materials associated with End of Life (EOL), Excess and Obsolete related to sustaining the current Product, or contributed to ECR and/or
cost saving proposals so long as these materials were purchased or manufactured by CZOS in the mutually agreed quantities or to support the most current forecast as stated in Section 6.2. (See the items below.) 
 

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***** Certain information on this page has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 
 
EOL Items known to date by both Allergan and CZOS are as follows: 

	 	1.	 	LCD/Monitors – Approximately ***** units with forecast, as of March 2002. These materials will be consumed by March 2003 depending on actual orders.



	 	2.	 	ZiaTech PCBA – Approximately ***** units, the forecast as of March 2002. These materials will be consumed by April 2003 depending on actual orders.



	 	3.	 	Planned cost savings. ***** (*****) have already been determined to be going obsolete. Allergan is requesting CZOS to purchase as a replacement to the current LCD
monitors. 

 
Section 9. Depot
Repairs 
 
Section 9.4 Spare Parts is
amended by deleting the phrase “*****” in the second sentence and inserting “*****” in its place. 
 
The following table will be incorporated into the contract as Exhibit A-1: 
 
Exhibit A-1 Products to be Manufactured under Contract:

 

	 Products
	 	 Humphrey P/N
	 	 Description
	 	 Humphrey
 Product
	 	 Allergan P/N

	
	 Sovereign
	 	 SOV680700
	 	 Foot Pedal
	 	 SOV-FP
	 	 SOV680700

	 	 	 SOV680701
	 	 Foot Pedal
	 	 SOV-FP
	 	 SOV680701

	 	 	 SOV680135
	 	 Remote
	 	 SOV-Remote
	 	 SOV680135

	 	 	 SOV680002
	 	 Cart/IV Pole
	 	 SOV-IV
	 	 SOV680002

	 	 	 SOV680300
	 	 Console
	 	 SOV.CONSOLE-
 Console
	 	 SOV680300

	
	 Diplomax
	 	 OM410101X
	 	 System
	 	 08000-X1
	 	 OM410101X

	 	 	 OM4130011
	 	 Foot Pedal
	 	 DIP-FP
	 	 OM4130011

	 	 	 OM7701010PX
	 	 IV Pole
	 	 DIP-IV
	 	 OM7701010PX

	 	 	 OM418501
	 	 Remote
	 	 OM418501
	 	 OM418501

	
	 Prestige
	 	 22-11X10-01
	 	 System
	 	 7000-X06-0001
	 	 40070XX

	 	 	 32370
	 	 Foot Pedal
	 	 ACC32370
	 	 4000470

	 	 	 32913
	 	 Foot Pedal II
	 	 ACC32913
	 	 4000475

	 	 	 21744
	 	 IV Pole
	 	 ACC21744
	 	 4000852

	 	 	 32730-1
	 	 IV Pole
	 	 ACC32730-1
	 	 4000830

	 	 	 43441-1
	 	 Remote
	 	 ACC32441-1
	 	 4000575

	 	 	 32771
	 	 Dust Cover
	 	 ACC32771
	 	 
	 	 	 30275
	 	 Power Cord
	 	 ACC30275
	 	 4000802

	 	 	 30276
	 	 Power Cord
	 	 ACC30276
	 	 4000801

	
	 	 	 Where X is shown = Voltage option
	 	 

 

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In all other
respects, the terms and conditions of this AGREEMENT executed May 28, 1999, as amended, remains in full force and effect. 
 

	 ALLERGAN SALES, INC.
	 	 	 	 CARL ZEISS OPHTHALMIC SYSTEMS, INC. 

	
	 By:
	 	 /s/    JACQUELINE SCHIAVO

	 	 	 	 By:
	 	 /s/    JAMES TAYLOR


	 Name:
	 	 Jacqueline Schiavo
	 	 	 	 Name:
	 	 James Taylor

	 Title:
	 	 Corporate Vice President of Worldwide Operations
	 	 	 	 Title:
	 	 President