LICENSE AGREEMENT

Exhibit 10.41

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.

LICENSE AGREEMENT

This License Agreement is made and entered into simultaneously with the accompanying Settlement Agreement as of the Effective Date by and among the following:

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

CIBA Vision Corporation, a Delaware corporation, having its headquarters at 11460 Johns Creek Parkway, Duluth, Georgia 30097-1518; and

CooperVision, Inc., a New York corporation, having headquarters at 6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588-3772.

WITNESSETH

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

WHEREAS, CooperVision acknowledges that there was a long felt need in the Contact Lens industry dating back to at least the 1970s to develop an ophthalmically compatible, high oxygen permeability silicone hydrogel Contact Lens suitable for extended wear;

WHEREAS, CooperVision further acknowledges that for more than two decades, numerous researchers in the Contact Lens field sought to develop extended wear silicone hydrogel Contact Lenses without success;

WHEREAS, CooperVision further acknowledges that Contact Lenses made from CIBA’s lotrafilcon A material represent the first successful silicone hydrogel Contact Lenses suitable for extended wear;

WHEREAS, CooperVision further acknowledges that CIBA’s development of silicone hydrogel Contact Lenses represent a breakthrough in Contact Lens technology and is a pioneering invention in the Contact Lens field;

WHEREAS, CooperVision further acknowledges that CIBA’s patent rights asserted in the various legal disputes are valid and enforceable; and

WHEREAS, CIBA further acknowledges that CooperVision’s patent rights asserted in the various legal disputes are valid and enforceable;

NOW, THEREFORE, the Parties hereby agree as follows:

ARTICLE I – DEFINITIONS

1.01 "Affiliate" shall mean any Person that, on or after the Effective Date, directly or indirectly controls, is controlled by, or is under common control with another Person. As used in this definition, "control" shall mean direct or indirect ownership of, or other beneficial interest in, at least fifty percent (50%) of the voting stock, other voting interest, or income of such Person. A Person shall be an Affiliate only during the period of time that such Person meets the definition set forth in this Section 1.01, and shall have no rights or obligations under this Agreement if and when such Person ceases to be an Affiliate.

1.02 "Biomedics Toric" shall mean the cast molded Contact Lens for treating astigmatism currently marketed by CooperVision under the trade name "Biomedics ^® Toric" comprising forty-five (45) percent ocufilcon D and fifty-five (55) percent water.

1.03 "CIBA" shall mean CIBA Vision AG, corporation organized and existing under the laws of Switzerland, having its principal place of business at Hardhofstrasse 15, CH-8424 Embrach, Switzerland; and CIBA Vision Corporation, a corporation organized and existing under the laws of the State of Delaware, having its headquarters at 11460 Johns Creek Parkway, Duluth, Georgia 30097-1556.

1.04 "CIBA Licensed Products" shall mean all Contact Lenses (including, but not limited to, O ₂ Optix/AIROptix spherical and toric Contact Lenses), Contact Lens molds, and tools for making Contact Lens molds that (i) in the absence of the license granted under this Agreement would infringe at least one Valid Claim of the CooperVision Patent Rights; or (ii) are made using a process or machine that, in the absence of the license granted under this Agreement, would infringe at least one Valid Claim of the CooperVision Patent Rights; provided, however, that CIBA Licensed Products shall not encompass or include: [*]

1.05 "CIBA Patent Rights" shall mean United States Patent Nos. 5,760,100; 5,789,461; 5,849,811; 5,766,999; 5,965,631; and 6,951,894; 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.

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1.06 "Contact Lens" shall mean a lens designed for placement on the cornea of the eye above the epithelium. Contact Lens shall not include solutions for and/or methods for cleaning, disinfecting, or conditioning Contact Lenses; or a lens designed to be surgically implanted in the eye below the epithelium.

1.07 "CooperVision" shall mean CooperVision, Inc., a corporation organized and existing under the laws of the State of New York, having its headquarters at 6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588-3772.

1.08 "CooperVision Licensed Products" shall mean all Contact Lenses (including, but not limited to, Contact Lenses made from comfilcon A and CooperVision’s forthcoming Dk100 product), Contact Lens molds, and tools for making Contact Lens molds that (i) in the absence of the license granted under this Agreement would infringe at least one Valid Claim of the CIBA Patent Rights; or (ii) are made using a process or machine that, in the absence of the license granted under this Agreement, would infringe at least one Valid Claim of the CIBA Patent Rights; provided, however, that CooperVision Licensed Products shall not encompass or include: [*]

1.09 "CooperVision Patent Rights" shall mean United States Patent Nos. 6,923,538; 6,431,706; 6,467,903; 6,857,740; 6,971,746; 7,133,174; and 7,134,753; 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.

1.10 "Effective Date" shall mean November 19, 2007.

1.11 "Final Judgment" shall mean a judgment, order, or decree entered by a court, tribunal, agency, or governmental entity that becomes not further reviewable through the exhaustion of all permissible applications for rehearing or review by a superior body, or through the expiration of time permitted for such applications.

1.12 "Financial Terms" shall mean [*].

1.13 "Future Agreement" shall mean an agreement made after the Effective Date that grants a license under any of the CIBA Patent Rights for products competitive with the CooperVision Licensed Products.

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1.14 [*] .

1.15 [*].

1.16 "Licensed Products" shall mean CooperVision Licensed Products and CIBA Licensed Products.

1.17 "Net Sales" shall mean the [*] where a CooperVision Licensed Product is sold or commercially disposed of for value in an arm’s length transaction with a Third Party in any geographic location.

1.18 "Party" shall mean CIBA or CooperVision, and when used in the plural shall mean both of them.

1.19 "Patent Rights" shall mean the CIBA Patent Rights and the CooperVision Patent Rights.

1.20 "Person" shall mean an individual, trust, corporation, partnership, joint venture, limited liability company, association, unincorporated organization or other legal or governmental entity.

1.21 "Third Party" shall mean a Person other than a Party or any of such Party’s Affiliates.

1.22 "Valid Claim" shall mean a claim of an unexpired, issued patent falling within the definition of Patent Rights that has not been abandoned, disclaimed, or donated to the public, or held unenforceable, not patentable, or invalid by a decision of a court, tribunal, agency, or other governmental entity of competent jurisdiction as to which all appeals (if available) have been exhausted or the time to appeal has expired.

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ARTICLE II – GRANTS OF LICENSES

2.01 By CIBA . CIBA, on behalf of itself and its Affiliates, hereby grants to CooperVision and its Affiliates a royalty bearing, irrevocable, worldwide, non-exclusive license, with no right to sublicense, under the CIBA Patent Rights to make, have made, import, export, use, sell, and offer to sell CooperVision Licensed Products. The license granted to an Affiliate of CooperVision shall terminate if and when such Person ceases to be an Affiliate of CooperVision under this Agreement.

2.02 By CooperVision . CooperVision, on behalf of itself and its Affiliates, hereby grants to CIBA and its Affiliates a [*] worldwide, irrevocable, non-exclusive license, with no right to sublicense, under the CooperVision Patent Rights to make, have made, import, export, use, sell, and offer to sell CIBA Licensed Products. The license granted to an Affiliate of CIBA shall terminate if and when such Person ceases to be an Affiliate of CIBA under this Agreement. [*].

2.03 License Registration and Recordal . Notwithstanding the generality of the restrictions imposed by Article V, either Party shall have the right, at its sole cost and expense, to register, record and otherwise document the license granted under this Agreement in any country. Each Party agrees to take, at the other Party’s sole cost and expense, all steps reasonably requested by the first Party, including but not limited to executing a "short form" license, to effect the foregoing registration, recordal or other documentation in any country. A Party may record such short form license, but no short form license shall in any way alter or otherwise affect the rights and obligations of the Parties hereunder, and in the event of any inconsistency, this Agreement shall controls.

ARTICLE III – PAYMENTS

3.01 Royalties. In consideration of the settlement of litigation and rights granted herein, CooperVision shall pay royalties to CIBA Vision AG during the term of this Agreement of [*] of the Net Sales of CooperVision Licensed Products; said royalties being understood and deemed to constitute a reasonable net valuation of the license rights and other consideration granted to CooperVision under this Agreement and the accompanying Settlement Agreement. Royalties shall be payable in United States Dollars on a quarterly basis and shall be due within sixty (60) days following the end of each of CooperVision’s fiscal quarters. CooperVision shall have no obligation to pay royalties on the Net Sales of any Contact Lens unless it is made and/or sold in a country where a Valid Claim of the CIBA Patent Rights exists, which Valid Claim is or has been infringed by CooperVision with respect to such Contact Lens. For purposes of determining CooperVision’s royalty obligation under this Section 3.01, CooperVision shall not be deemed to have infringed a Valid Claim of the CIBA Patent Rights in any country merely by transporting Contact Lenses through such country.

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3.02 Bundled Products. If CooperVision Licensed Products are sold in a single bundled sale (including a single invoice or transaction) with non-licensed products, the sales price of CooperVision’s Licensed Products, for the purposes of calculating the royalty due, shall [*] .

3.03 Reports. CooperVision shall report accrued royalties due under Section 3.01 to CIBA Vision AG (with a copy to CIBA Vision Corporation) by submitting a written report with its payments to the addresses in Article IX. Each such report shall include a computation of the royalties accrued during that fiscal quarter, including the trade designation of each CooperVision Licensed Product sold; the Net Sales applicable to each such product in each country; 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 3.05); and any credit against royalties due CooperVision for returns. An authorized representative of CooperVision shall certify that such report is computed in compliance with the contractual requirements of this Agreement. CooperVision shall pay interest to CIBA Vision AG at the [*] 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, CooperVision shall pay CIBA’s reasonable attorneys’ fees and other costs of collection.

3.04 Records and Inspection. CooperVision shall keep true and accurate records, files, and books of account containing all data reasonably required for the full computation and verification of the royalties to be paid and the information to be given in accompanying reports. Independent certified public accountants (as chosen by CIBA), upon written request by CIBA to CooperVision, shall be entitled at CIBA’s sole cost and expense to inspect pertinent books and records of CooperVision in Rochester, New York (or such other reasonable location in the United States that CooperVision may designate), once each calendar year to determine the accuracy and completeness of any royalty report made to CIBA. Prior to commencing the inspection, the independent certified public accountants shall sign a confidentiality agreement reasonably acceptable to CooperVision. In the event such inspection reveals any discrepancy between the royalties actually paid by CooperVision during the period covered by the examination and the amount actually due under this Agreement, CooperVision shall pay to CIBA Vision AG the undisputed amount of such discrepancy in the case of an underpayment and CIBA Vision AG shall reimburse CooperVision the undisputed amount of the discrepancy in the event of an overpayment. The independent certified public accountants shall provide a written statement to CooperVision describing the findings and the rationale by which any underpayment was determined. In the event an underpayment represents ten percent (10%) or