exv10w20



 





EXHIBIT 10.20




	 	 	 
	 

	 	C&C Vision International Limited
	 

	 	98 Lower Baggot Street
	 

	 	Dublin 2, Ireland






September 28, 2007



Julia Dorothy Kneen

Trustee of the Nice Trust



James Ellwood

Trustee of the Nice Trust





			
	Re:	 	Royalty Offsets under the License Agreement between C&C Vision International Limited and
the Nice Trust (James Ellwood and Julia Dorothy Kneen, Trustees)





Dear Julia and James,



I am writing to confirm our agreement regarding royalty offsets under that certain license
agreement between C&C Vision International Limited (formerly Medevec Supplies Ltd.) (“C&C Vision
International”) and J. Stuart Cumming, Eppington Corporation, N.V. and Medevec Licensing, B.V.
dated October 12, 1998 and assigned to James Ellwood and Julia Dorothy Kneen as Trustees of the
Nice Trust (the “Nice Trust”) on December 31, 2006 (as amended May 31, 2000, December 31, 2006 and
January 1, 2007) (the “License Agreement”).



The parties agree that C&C Vision International’s right to offset third party royalty obligations
against its royalty payments to the Nice Trust under Section 3A(3) of the License Agreement shall
apply only with respect to payments of C&C Vision International or its affiliate eyeonics, Inc.
(“eyeonics”) for licenses of intellectual property rights from third parties to the extent that:
(i) such payments are for licenses to any issued patent having valid claims required for any
Licensed Product that are independent of any claims under the Licensed Patents (where independent
claims exclude improvements, modifications and claims that are otherwise based on technology
disclosed in the Licensed Patents); and (ii) such third party, or such third party’s assignor or
transferor, was not an employee, consultant, director, member, officer or affiliate of C&C Vision
International or eyeonics (or any affiliate of any of the foregoing) at the time the inventions
described in such licensed patents were made or created by such third party. C&C Vision
International shall be entitled to rely on the presumption of validity of an issued patent, and
shall not be obligated to mount a challenge to the validity of a third party patent (or any claims
thereof) as a prerequisite to exercise of the offset rights described above. The parties also
acknowledge that the existing provisions of the License Agreement limit C&C International’s offset
right to a maximum of fifty percent (50%) of the amounts due under paragraph 3 of the License
Agreement. For the avoidance of doubt, in no event will the aggregated


 









 






total of all royalty offsets exceed 50% of the amounts due under paragraph 3 of the License
Agreement Without limiting the foregoing, the parties agree that C&C Vision International’s right
under Section 3A(3) of the License Agreement to offset third party royalty obligations against its
royalty payment obligations to the Nice Trust under the License Agreement shall not apply to C&C
Vision International’s or its affiliates’ payment obligations under the following agreements:





	 	•	 	that certain license agreement between eyeonics, Inc. and Steven Dell, M.D. dated March
29, 2006
	 
	 	•	 	that certain license agreement between eyeonics, Inc. and Richard L. Lindstrom, M.D.
dated March 31, 2006




The parties confirm that the License Agreement, as amended, remains in full force and effect
in accordance with its terms. This letter agreement shall be governed by, and construed and
enforced in accordance with, the laws of the state of California, and shall be binding upon and
inure to the benefit of the parties and their respective legal representatives, successors and
permitted assigns. The parties acknowledge that their attorneys have reviewed the contents of this
letter and that they have received the counsel of their attorneys regarding the subject matter
hereof.



Please indicate your agreement with the foregoing by signing where indicated below.




	 	 	 
	 
	 	 
	 

	 	Sincerely yours,
	 
	 	 
	 
	 	 
	 
	 	 
	 

	 	C&C VISION INTERNATIONAL LIMITED
	 

	 	By: /s/ Steven J. Naber
	 

	 	Steven J. Naber, Chairman






ACCEPTED AND AGREED:




ON BEHALF OF THE NICE TRUST




	 	 	 	 	 
	 

	 	 	 	 
	By: /s/ Julia Dorothy Kneen	 	 
	 
	 	 	 	 
	Name:

	 	Julia Dorothy Kneen	 	 
	 

	 	 	 	 
	Trustee for the Nice Trust	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By: /s/ James Ellwood	 	 
	 
	 	 	 	 
	Name:

	 	James Ellwood	 	 
	 

	 	 	 	 
	Trustee for the Nice Trust