LICENSE AGREEMENT

This License Agreement, made and entered into simultaneously with the accompanying Settlement Agreement this 1 ^st day of July 2004 (the "Effective Date"), by and among the following (hereinafter the “Parties”):

CIBA Vision AG, a Swiss corporation, with its principal place of business at Hardhofstrasse 15, CH-8424 Embrach, Switzerland;

Bausch & Lomb Incorporated, a New York corporation, with its principal place of business at 1 Bausch & Lomb Place, Rochester, New York; and

WHEREAS, the Parties are involved in various legal disputes relating to intellectual property rights and the enforcement thereof; and

WHEREAS, the Parties desire to resolve certain of such disputes while minimizing the burden and expense of further litigation and have entered into a Settlement Agreement executed concurrently with this License Agreement, a copy of which is attached hereto and incorporated herein by reference.

NOW, THEREFORE, the Parties hereby agree as follows:

1.01    “Affiliate” shall mean any and all persons, corporations or business entities which, directly or indirectly, are controlled by, control, or are under common control with a Party. For this purpose, the meaning of the word “control” shall mean direct or indirect ownership of at least fifty percent (50%) of the voting shares or interest of such corporation or business entity.

1.02    “B&L” shall mean Bausch & Lomb Incorporated, a New York corporation, with its principal place of business at 1 Bausch & Lomb Place, Rochester, New York, and its Affiliates.

1.03    “CIBA” shall mean CIBA Vision AG, a Swiss corporation, with its principal place of business at Hardhofstrasse 15, CH-8424 Embrach, Switzerland, and its Affiliates.

1.04    “Effective Date” shall mean the date first written hereinabove.

1.05    “CIBA Patent Rights” shall mean US Patent Nos. 5,760,100; 5,789,461; 5,849,811; 5,766,999; and 5,965,631; all other patents and patent applications in all countries of the world corresponding thereto, having priority derived therefrom; all divisional, continuation and continuation-in-part applications derived from any of the above applications or patents; all patents issuing as a result of the above patent applications; and all patents of addition, reissues, reexaminations, and extensions of any of the above patents.

1.06    “B&L’s Licensed Products” shall mean contact lenses, which in the absence of this license agreement would infringe at least one claim of CIBA Patent Rights; or contact lenses which are made using a process or machine covered by a claim of CIBA Patent Rights. However, B&L’s Licensed Products shall not encompass or include CIBA’s FOCUS Night & Day contact lenses or contact lenses made from the specific contact lens materials in Examples A1 - G6 of US Patent No. 5,760,100. For the purposes of determining the royalties under the Settlement, the Parties agree and stipulate that   *.

1.07    “B&L Patent Rights” are US Patent Nos. 6,312,706; 6,596,294; and 5,681,510; all other patents and patent applications in all countries of the world corresponding thereto, having priority derived therefrom; all divisional, continuation and continuation-in-part applications derived from any of the above applications or patents; all patents issuing as a result of the above patent applications; and all patents of addition, reissues, reexaminations, and extensions of any of the above patents.

1.08    “CIBA’s Licensed Products” shall mean contact lenses, which in the absence of this license agreement would infringe at least one claim of B&L Patent Rights; or contact lenses which are made using a process or machine covered by a claim of B&L Patent Rights.

1.09    “Net Sales” shall mean for the purposes of calculating the royalty due, in any case where a Licensed Product is sold or commercially disposed of for value by B&L or its Affiliate in an arm’s length transaction with a third party (other than an Affiliate of B&L) in any geographic location, the ^* .

2.01    CIBA hereby grants to B&L a royalty bearing, irrevocable, worldwide, non-exclusive license, with no right to sublicense, under the CIBA Patent Rights to make, have made, import, use, sell, and offer to sell B&L’s Licensed Products.

2.02    B&L hereby grants to CIBA a royalty-free, worldwide, irrevocable, non-exclusive license, with no right to sublicense, under the B&L Patent Rights to make, have made, import, use, sell, and offer to sell CIBA’s Licensed Products.

3.01    Royalties . In consideration of the settlement of litigation and rights granted herein, and in view of the accounting and other difficulties associated with B&L’s providing detailed reports for sales of B&L’s Licensed Products in individual countries on a worldwide basis, B&L shall pay CIBA Vision AG royalties during the term of this Agreement of * of the Net Sales of B&L’s Licensed Products; said royalties being understood and deemed to constitute a reasonable valuation of the license rights and other consideration granted to B&L herein. 

3.02    Effect of Claim Invalidity . If, in any proceeding in which the validity, infringement, or priority of invention of any claim of CIBA Patent Rights is in issue, a judgment or decree is entered which becomes not further reviewable through the exhaustion of all permissible applications for rehearing or review by a superior tribunal, or through the expiration of time permitted for such applications (hereinafter referred to as a "final judgment"), determining that all claims of the CIBA Patent Rights that cover the B&L Licensed Products are invalid, not infringed, and/or unenforceable, then, B&L shall be relieved prospectively from the date of such final judgment from paying royalties due for sales of B&L Licensed Products, which are both:

3.03    Bundled Products . If B&L Licensed Products are sold in a single bundled sale (including a single invoice or transaction) with non-licensed products, the sales price of B&L’s Licensed Products shall, ^* .

3.04    Payment Schedule . Royalties under Section 3.01 of this Agreement shall be payable in US Dollars on a quarterly basis and shall be due within forty-five (45) days following the end of each of B&L’s fiscal quarters (the “Royalty Payment Dates”).

3.05    Reports . B&L shall report accrued royalties due under Section 3.04 to CIBA by submitting a written report with its payments. Each such report shall include a computation of the royalties so accrued, including the trade designation of each of B&L’s Licensed Products that has been sold; the Net Sales applicable to each such product; a computation of the total royalties for the quarter using the applicable royalty rate (including the currency exchange rates used in such calculations pursuant to Section 3.07); and any credit against royalties due B&L for returns. An authorized representative of B&L shall state that such report is computed in compliance with the contractual requirements of this Agreement. B&L shall pay to CIBA interest * per annum on all royalties not paid when due. In the event past due royalties, found by an arbitrator to be due and payable, are collected through bankruptcy or judicial proceedings by an attorney or placed in the hands of an attorney for collection, then B&L agrees to pay CIBA's reasonable attorneys' fees and other costs of collection.

3.06    Records and Inspection . B&L shall keep true and accurate records, files, and books of account containing all the data reasonably required for the full computation and verification of the royalties to be paid and the information to be given in accompanying reports. CIBA’s designated agent (under obligation of strict confidentiality), shall, upon written request to B&L, be entitled at CIBA's sole cost and expense to inspect pertinent books and records of B&L in Rochester, New York, once each calendar year to determine the accuracy and completeness of any report made to CIBA. In the event such examination reveals any discrepancy between the royalties actually paid by B&L during the period covered by the examination and the amount actually due under this Agreement, B&L shall pay to CIBA the amount of * in the case of an underpayment and CIBA shall reimburse B&L the amount of * in the event of an overpayment. In the event an underpayment represents ten percent (10%) or more of the amount payable for such period, B&L shall pay to CIBA the sum of * per annum. B&L agrees to retain such books, records and accounts for a period of at least three (3) years after the close of the period to which such books, records and accounts relate.

3.07    Currency . All royalty payments shall be made in United States Dollars. For purposes of determining the applicable royalty rate to be paid according to Section 3.01 above, the Net Sales shall be converted on a country-by-country basis each month from the currency used in each such country to United States Dollars. The relevant exchange rate shall be the rate set by B&L’s corporate finance department on a monthly basis, in accordance with its standard policies and procedures consistently applied, and consistent with the methodology applied in B&L’s consolidated audited financials.

4.01    The financial terms of this License Agreement are to be kept confidential and not disclosed to any third-party, except as required by law, court order, or the requirement of a securities exchange on which the Party's securities are traded, in each case as reasonably determined by such Party based on the opinion of its external counsel.

4.02    The Parties agree not to issue any press release disclosing the existence of or relating to this Agreement; except as attached at Appendix A, or upon mutual agreement, in writing, between the Parties.