**EXHIBIT 10.45**

**RELEASEOF CLAIMS AGREEMENT**

**RECITALS**

This Release of Claims Agreement ("**Agreement**")is made by and between Bobby Purkait (**"Employee"**)and Mentor Corporation ("**Company**") (collectively referred to as the "**Parties**"):

WHEREAS, Employee was employed bythe Company;

WHEREAS, the Company and Employeeentered into an Employment Agreement, dated for reference purposes as of July 22, 2004, relating to Employee's employment with the Company;

WHEREAS, theCompany granted Employee options to purchase the Company's common stock (the "**Options**")under one or several of the Company's stock option plans (the "**Plans**")and each such Option is evidenced by an option agreement executed by Employeeand the Company (the "**Stock Option Agreements**");

WHEREAS, the Company has elected toterminate the Employment Agreement in accordance with Section 4.1.5 thereunder,effective as of March 25, 2005 (the "**Termination Date**");

WHEREAS, the Parties, and each ofthem, wish to resolve any and all disputes, claims, complaints, grievances,charges, actions, petitions and demands that either party may have against theother, including, but not limited to, any and all claims arising or in any wayrelated to Employee's employment with, or separation from, the Company;

NOW THEREFORE, in consideration ofthe promises made herein, the Parties hereby agree as follows:

**COVENANTS**

1.         Consideration.  Uponthe Effective Date (as defined in Section 24) of this Agreement, Employee willbe entitled to the following:

(a)     Base Salary.  In accordance with Section 2 ofthe Employment Agreement, the Company agrees to pay Employee the remaining basesalary (at the rate described in Section 3.1.1 of the Employment Agreement)through May 31, 2005, to be paid in one lump sum payment, less applicablewithholdings, payable within fifteen (15) days after the Effective Date.

(b)     Severance Pay.  TheCompany agrees to pay Employee severance pay in an amount equal to twenty-two(22) months' base salary at the rate described in Section 3.1.1 of the EmploymentAgreement.  Said severance payment shall be paid within fifteen (15) days afterthe Effective Date in one lump sum payment, less applicable withholdings, ofthis Agreement.  

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(c)     Options.  Pursuant to Sections 2 and 3.1.3of the Employment Agreement, any options previously granted to Employee thatwere scheduled to vest prior to May 31, 2005 shall continue to so vest untilsaid date.  Thereafter, no additional unvested options shall continue to vest. Employee shall be entitled, for a period of three months following May 31, 2005 (i.e., until August 31, 2005), to exercise any previously vested options inaccordance with the terms of the Plans and the Stock Option Agreements. 

(d)      Cash Incentive Bonus.  In accordance with Sections 2 and3.1.2 (including Attachment A) of the Employment Agreement, the Company agreesto pay Employee thirty thousand dollars ($30,000) for completion of Phase 1Dosing Study, as well as an additional sixty thousand dollars ($60,000),representing payment for the remaining target milestones set forth inAttachment A, to be paid in one lump sum payment, less applicable withholdings,payable within fifteen (15) days after the Effective Date.

(e)     Benefits.  The Company will continue toprovide Employee with the benefits (or cash equivalents in lieu thereof)described in Sections 3.3 and 3.4 of the Employment Agreement until May 31, 2005, including but not limited to vacation accrual and automobile allowance.  Inthe event the Company elects to provide cash equivalent compensation in lieu ofproviding any such benefits, payment shall be made in one lump sum no laterthan June 15, 2005.  After May 31, 2005, to the extent not otherwise covered bya prior employer, the Company will reimburse the premiumsotherwise payable by Employee and his eligible dependentsfor health, dental and vision benefits coverage for up to three (3) monthsbeginning on May 31, 2005, or until he becomes eligible for group insurancebenefits from another employer, whichever comes first, provided Employeeelected continuation coverage under the Consolidated Omnibus BudgetReconciliation Act of 1985, as amended ("COBRA"), within the time periodprescribed under COBRA.  If Employee discontinues COBRA continuation coverageor elects alternative coverage, a cash payment will not be provided in lieu ofthe Company's payment of premiums above.  The Companywill not reimburse Employee for any taxable income imputed to Employee becausethe Company has paid Employee's COBRA premiums or those of Employee's eligibledependents.

(f)       Unreimbursed Expenses.  The Company will reimburse anybusiness expenses reasonably incurred in performing services for the Companyprior to the Termination Date.

(g)     Tax and Related Liabilities.  Employee shall be solelyresponsible for any and all tax and related liabilities which may arise out ofthe payments or benefits provided under this Agreement, and shall indemnify andhold harmless the Company from and against any and all claims related thereto.

2.         ConfidentialInformation and Company Property.  Employee will continue to maintain the confidentiality ofall confidential and proprietary information of the Company.  Employee willreturn all of the Company's property and confidential and proprietaryinformation in his possession to the Company on the Effective Date of thisAgreement.  Employee shall submit his Company laptop computer for reformattingby the Company, after which the Company shall return said computer to Employee,who will then be entitled to retain it.  In addition, the Employee shall beentitled to retain the cellular telephone provided by the Company.  

3.         Payment inFull.  Employeeacknowledges and represents that the Company has paid all salary, wages, cashincentive bonuses of any kind, including but not limited to target milestonepayments or any other bonuses, accrued vacation, milestone payments and any andall other benefits due to Employee once the above noted payments and benefitsare received.

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4.          Release of Claims.  Employee agrees that theforegoing consideration represents settlement in full of all outstandingobligations owed to Employee by the Company and its officers, managers,supervisors, agents and employees.  In consideration for the mutual covenantscontained in this Agreement, including but not limited to the severancecompensation provided hereunder, Employee and the Company, on behalf ofthemselves, and their respective heirs, family members, executors, officers,directors, employees, investors, shareholders, administrators, affiliates,divisions, subsidiaries, predecessor and successor corporations, and assigns,hereby fully and forever release each other and their respective heirs, familymembers, executors, officers, directors, employees, investors, shareholders,administrators, affiliates, divisions, subsidiaries, predecessor and successorcorporations and assigns, from, and agrees not to sue concerning, any claim,duty, obligation or cause of action relating to any matters of any kind,whether presently known or unknown, suspected or unsuspected, that Employee maypossess arising from any omissions, acts or facts that have occurred up untiland including the Effective Date including, without limitation:

(a)    any and allclaims relating to or arising from Employee's agreement with the Company andthe termination of that agreement;

(b)    any and allclaims relating to, or arising from, Employee's right to purchase, or actualpurchase of shares of stock of the Company, including, without limitation, anyclaims for fraud, misrepresentation, breach of fiduciary duty, breach of dutyunder applicable state corporate law, and securities fraud under any state orfederal law;

(c)    any and allclaims under the law of any jurisdiction including, but not limited to,wrongful discharge of employment, constructive discharge from employment,termination in violation of public policy, discrimination, harassment,retaliation, breach of contract, both express and implied, breach of a covenantof good faith and fair dealing, both express and implied; promissory estoppel,negligent or intentional infliction of emotional distress, negligent orintentional misrepresentation, negligent or intentional interference withcontract or prospective economic advantage, unfair business practices,defamation, libel, slander, negligence, personal injury, assault, battery,invasion of privacy, false imprisonment, and conversion;

(d)    any and allclaims for violation of any federal, state or municipal statute, including, butnot limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Actof 1991, the Age Discrimination in Employment Act of 1967, the Americans withDisabilities Act of 1990, the Fair Labor Standards Act, the Employee RetirementIncome Security Act of 1974, The Worker Adjustment and Retraining NotificationAct, the Older Workers Benefit Protection Act; the California Fair Employmentand Housing Act, and the California Labor Code, including, but not limited toLabor Code sections 1400-1408;

(e)    any and allclaims for violation of the federal, or any state, constitution;

(f)      any and allclaims arising out of any other laws and regulations relating to employment oremployment discrimination;

(g)    any claim forany loss, cost, damage, or expense arising out of any dispute over thenon-withholding or other tax treatment of any of the proceeds received byEmployee as a result of this Agreement; and

(h)    any and allclaims for attorneys' fees and costs.

Notwithstanding the releases provided above, the Companyagrees to indemnify employee for all claims, losses, damages, and expenses,including reasonable attorney's fees, arising from any good faith acts ofemployee taken in the course and within the scope of his employment with theCompany prior to the Termination Date.

In the event Employee applies for unemployment insurancebenefits after May 31, 2005, the Company agrees that will not contest suchapplication, there being no valid known reason for Company to do so.

The Company and Employee agree that the release set forth inthis section shall be and remain in effect in all respects as a completegeneral release as to the matters released.  This release does not extend toany obligations incurred under this Agreement.

The parties acknowledge andagree that any material breach of any provision of this Agreement will entitlethe non-breaching party to any legal or equitable remedies available to suchnon-breaching party, including but not limited to the right to immediately torecover and/or cease the severance benefits provided under this Agreement.

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5.        Civil CodeSection 1542.  TheParties represent that they are not aware of any claim by either of them otherthan the claims that are released by this Agreement.  Employee and Companyacknowledge that they have been advised by legal counsel and are familiar withthe provisions of California Civil Code Section 1542, which provides asfollows:

A GENERAL RELEASE DOES NOT EXTEND TOCLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THETIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLYAFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Employee and the Company, being aware of said code section,agree to expressly waive any rights they may have thereunder, as well as underany other statute or common law principles of similar effect.

6.        Acknowledgementof Waiver of Claims Under ADEA.  Employee acknowledges that he is waiving and releasingany rights he may have under the Age Discrimination in Employment Act of 1967("**ADEA**") and that this waiver and release is knowing and voluntary. Employee and the Company agree that this waiver and release does not apply toany rights or claims that may arise under ADEA after the Effective Date of thisAgreement.  Employee acknowledges that the consideration given for this waiverand release Agreement is in addition to anything of value to which Employee wasalready entitled.  Employee further acknowledges that he has been advised bythis writing that 

(a)     he should consult with an attorney priorto executing this Agreement;

(b)     he has up to twenty-one (21) dayswithin which to consider this Agreement;

(c)     he has seven (7) days following hisexecution of this Agreement to revoke this Agreement;

(d)     this Agreement will not be effectiveuntil the revocation period has expired; and,

(e)     nothing in this Agreement preventsor precludes Employee from challenging or seeking a determination in good faithof the validity of this waiver under the ADEA, nor does it impose any conditionprecedent, penalties or costs for doing so, unless specifically authorized byfederal law.

Employeeacknowledges that Employee was given twenty‐one (21) days to considerthis Agreement.  Once this agreement is executed, Employee may rescind thisSeparation Agreement within seven calendar days to reinstate federal claims.  To be effective, any rescission within the relevant time periods must bewriting and delivered to Mentor, in care of the Vice President of HumanResources, PERSONAL AND CONFIDENTIAL, Mentor Corporation, 201 Mentor Drive, Santa Barbara, CA, 93111.  If sent by mail, the rescission must be (1) postmarked withinthe 7-day period, (2) properly addressed, and (3) sent by certified mail,return receipt requested.

7.         No Pending orFuture Lawsuits. Employee represents that he has no disputes, claims, complaints, grievances,charges, petitions, demands, lawsuits, or actions pending in his name, or onbehalf of any other person or entity, against the Company or any other personor entity referred to herein.  Employee also represents that he does not intendto bring any claims on his own behalf or on behalf of any other person orentity against the Company or any other person or entity referred to herein.

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8.        Non-Disparagement.  Each party agrees to refrain fromany defamation, libel or slander of the of the other party or tortiousinterference with the contracts and relationships of such other party. Employee agrees he will not act in any manner that might damage the business ofthe Company.  Employee agrees that he will not counsel or assist any attorneysor their clients in the presentation or prosecution of any disputes,differences, grievances, claims, charges, or complaints by any third party againstthe Company and/or any officer, director, employee, agent, representative,shareholder or attorney of the Company, unless under a subpoena or other courtorder to do so.  Employee further agrees both to immediately notify the Companyupon receipt of any court order, subpoena, or any legal discovery device thatseeks or might require the disclosure or production of the existence or termsof this Agreement, and to furnish, within three (3) business days of itsreceipt, a copy of such subpoena or legal discovery device to the Company.  Allinquiries by potential future employers of Employee will be directed to theHuman Resources Department, Mentor Corporation, 201 Mentor Drive, Santa Barbara, CA  93111.  Upon inquiry, the Company's Human Resources Department willprovide to such prospective employer a letter of recommendation (the form andsubstance of which must be mutually agreed to in advance by the Company andEmployee), and the Company shall only be obligated, if asked, to state thefollowing:  Employee's last position, dates of employment and verification ofcompensation and benefits.   Said letter of recommendation shall be mutuallyagreed to by the parties within two (2) business days of the Termination Date(unless the parties agree to so extend such period), and shall thereafter beattached hereto as Exhibit "A" and incorporated into this Agreement.

9.        WitnessServices.  Employeeagrees, if requested by the Company, to prepare for and appear as a witnessfor, or, at the Company's request, to prepare a written statement for, anylitigation matters pending as of the Termination Date and of which Employee wasaware regarding any services performed by Employee while employed with theCompany.  The parties will agree upon compensation for such witness services atthe time of the request consistent with the Employee's former base salarycompensation, on a pro-rata hourly basis (i.e., approximately $135/hour). Employee will invoice the Company in one-hour increments.  Employee will makehimself reasonably available for said services, although the specific time andplace of any meetings or any such availability shall be at Employee'sreasonable discretion.

10.        Non-Solicitation.  Employee agrees that for a periodof twelve (12) months immediately following the Effective Date of thisAgreement, Employee will not either directly or indirectly solicit, induce,recruit or encourage any of the Company's employees to leave their employment,or take away such employees, or attempt to solicit, induce, recruit, encourage,take away or hire employees of the Company, either for himself or any otherperson or entity.

11.       No Admission.  No action taken by the Partieshereto, or either of them, either previously or in connection with thisAgreement will be deemed or construed to be: (a) an admission of the truth orfalsity of any claims heretofore made or (b) an acknowledgment or admission byeither party of any fault or liability whatsoever to the other party or to anythird party.

12.        No Knowledgeof Wrongdoing. Employee represents that he has no knowledge of any wrongdoing involvingimproper or false claims against a federal or state governmental agency, or anyother wrongdoing that involves Employee or other present or former Companyemployees.

13.        Costs.  The Parties will each bear their owncosts, expert fees, attorneys' fees and other fees incurred in connection withthis Agreement.

14.        Indemnification.  To the fullest extent permittedby law, the Parties agree to indemnify and hold harmless each other from andagainst any and all loss, costs, damages or expenses, including, withoutlimitation, attorneys' fees or expenses incurred by the Company arising out ofthe breach of this Agreement by the indemnifying Party, or from any falserepresentation made herein by the indemnifying Party, or from any action orproceeding which may be commenced, prosecuted or threatened by the indemnifyingParty or for such Party's benefit, upon such Party's initiative, or with suchParty's aid or approval, contrary to the provisions of this Agreement.  TheParties further agree that in any such action or proceeding, this Agreement maybe pled by the either Party as a complete defense, or may be asserted by way ofcounterclaim or cross-claim.  

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15.        Arbitration.  The Parties agree that any andall disputes arising out of, or relating to, the terms of this Agreement, theirinterpretation, and any of the matters herein released, will be subject tobinding arbitration in Santa Barbara****County before the AmericanArbitration Association under its National Rules for the Resolution ofEmployment Disputes.  The Parties agree that the prevailing party in anyarbitration will be entitled to injunctive relief in any court of competentjurisdiction to enforce the arbitration award.  The Parties agree that theprevailing party in any arbitration will be awarded its reasonable attorneys'fees and costs.  

TheParties hereby agree to waive their right to have any dispute between themresolved in a court of law by a judge or jury.  This section will not preventeither party from seeking injunctive relief (or any other provisional remedy)from any court having jurisdiction over the Parties and the subject matter oftheir dispute relating to Employee's obligations under this Agreement and theagreements incorporated herein by reference.

16.        Authority.  The Company represents andwarrants that the undersigned has the authority to act on behalf of the Companyand to bind the Company and all who may claim through it to the terms andconditions of this Agreement.  Employee represents and warrants that he has thecapacity to act on his own behalf and on behalf of all who might claim throughhim to bind them to the terms and conditions of this Agreement.  Each partywarrants and represents that there are no liens or claims of lien orassignments in law or equity or otherwise of or against any of the claims orcauses of action released herein.

17.       NoRepresentations. Each party represents that it has had the opportunity to consult with anattorney, and has carefully read and understands the scope and effect of theprovisions of this Agreement.  Neither party has relied upon anyrepresentations or statements made by the other party hereto which are notspecifically set forth in this Agreement.

18.       Severability.  In the event that any provisionhereof becomes or is declared by a court of competent jurisdiction to beillegal, unenforceable or void, then (a) the provision will be amendedautomatically to the minimum extent necessary to cure the illegality orinvalidity and permit enforcement and (b) the remainder of this Agreement willcontinue in full force and effect so long as the remaining provisions remainintelligible and continue to reflect the original intent of the Parties.

19.       Entire Agreement.  This Agreement represents the entire agreement andunderstanding between the Company and Employee concerning the subject matter ofthis Agreement and Employee's relationship with the Company, and supersedes andreplaces any and all prior agreements and understandings between the Partiesconcerning the subject matter of this Agreement and Employee's relationshipwith the Company, with the exception of the Stock Option Agreements.

20.       No Waiver.  The failure of any party toinsist upon the performance of any of the terms and conditions in thisAgreement, or the failure to prosecute any breach of any of the terms andconditions of this Agreement, will not be construed thereafter as a waiver ofany such terms or conditions.  This entire Agreement will remain in full forceand effect as if no such forbearance or failure of performance had occurred.

21.       No OralModification.  Anymodification or amendment of this Agreement, or additional obligation assumedby either party in connection with this Agreement, will be effective only ifplaced in writing and signed by both Parties or by authorized representativesof each party.

22.        Governing Law.  This Agreement will be deemed tohave been executed and delivered within the State of California, and it will beconstrued, interpreted, governed, and enforced in accordance with the laws ofthe State of California, without regard to conflict of law principles.  To theextent that either party seeks injunctive relief in any court havingjurisdiction for any claim relating to the alleged misuse or misappropriationof trade secrets or confidential or proprietary information, each party herebyconsents to personal and exclusive jurisdiction and venue in the state andfederal courts of the State of California.

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23.        Attorneys'Fees.  In the eventthat either Party brings an action to enforce or effect its rights under thisAgreement, the prevailing party will be entitled to recover its costs andexpenses, including the costs of mediation, arbitration, litigation, courtfees, plus reasonable attorneys' fees, incurred in connection with such anaction.

24.        EffectiveDate.  ThisAgreement is effective after it has been signed by both parties and after seven(7) days have passed since Employee has signed the Agreement (the "**EffectiveDate**"), unless revoked by Employee within seven (7) days after the date theAgreement was signed by Employee.

25.        Counterparts.  This Agreement may be executed incounterparts, and each counterpart will have the same force and effect as anoriginal and will constitute an effective, binding agreement on the part ofeach of the undersigned.

26.        VoluntaryExecution of Agreement.  This Agreement is executed voluntarily and without any duress orundue influence on the part or behalf of the Parties hereto, with the fullintent of releasing all claims.  The Parties acknowledge that:

(a)     They have read this Agreement;

(b)     They have been represented in thepreparation, negotiation, and execution of this Agreement by legal counsel oftheir own choice or that they have voluntarily declined to seek such counsel;

(c)     They understand the terms andconsequences of this Agreement and of the releases it contains; and

(d)     They are fully aware of the legaland binding effect of this Agreement.

INWITNESS WHEREOF, the Parties have executed this Agreement on the respectivedates set forth below.

 

                                                                        MENTORCORPORATION

Dated: March 25, 2005                                    By /s/Joshua H. Levine                                                                                        JoshuaH. Levine                                                                               ChiefExecutive Officer

                                                                        BOBBYPURKAIT, an individual

Dated:  March 25, 2005                                     /s/ BobbyPurkait                                                                                      BobbyPurkait

 

 

 

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