MARKETING, SALES AND DISTRIBUTION AGREEMENT

1.

APPOINTMENT AND ACCEPTANCE

1.1.

CI hereby appoints DOLIAGE as CI’s exclusive partner in the Territory. Exclusive partner in this Section 1.1 shall mean (i) that CI grants DOLIAGE the exclusive right to promote, market, sell and distribute the Products in the Territory under CI’s Brand name(s) and Trademark(s) and that (ii) that CI shall not appoint any other party than DOLIAGE to promote, market, sell and distribute the Products in the Territory

1.2.

CI hereby grants DOLIAGE rights, without the right to sublicense, to use CI’s patents, listed in Schedule A within the Territory for the sole purposes of carrying out DOLIAGE's obligations under this AGREEMENT. DOLIAGE agrees to exercise these rights only as are necessary to meet its obligations to promote, market, sell or distribute the Products in the Territory under this Agreement. DOLIAGE agrees not use these rights to promote, market, sell or distribute competitive product(s) within the Territory. CI agrees not to grant rights under the patents listed in Schedule A which would allow a competitor to promote, market, sell or distribute a competing medical device for the treatment of primary open angle glaucoma or ocular hypertension within the Territory. Passive sales by other distributors within the Territory and sales on part of the customers of CI shall not be restricted by this provision

1.3.

DOLIAGE accepts such appointment and agrees to use its commercially reasonable efforts to promote, develop and increase sales of the Products within the Territory. Without limiting the generality of the foregoing, DOLIAGE shall:

1.3.1.

develop and distribute to the best advantage of the Products such literature and other advertising material as may be agreed to by CI and will not use or release any advertising or promotional materials (including, without limitation, labels, packages, circulars, and advertisements) without the prior approval of CI. The consent of CI shall not be unreasonably withheld.

1.3.2.

solicit prospective purchasers who may specify or utilize the Products;

1.3.3.

shall not promote or sell any other product or other product lines which are a medical device indicated in the non-surgical treatment of primary open angle glaucoma or ocular hypertension.

1.3.4.

take no action which might impair the goodwill or reputation of CI or any of its affiliated companies or of the Products;

1.3.5.

refrain from making quotations or writing letters under the name of CI or any of its affiliates. The name of CI or its subsidiaries shall not appear on stationery used by DOLIAGE, except as a marginal note showing for example “Distributor for Coronado Industries”;

1.3.6.

interface with customers and potential customers on behalf of CI for inquiries with respect to the Products and use of the Products;

1.3.7.

not make claims with respect to indications for the Products that are not approved by the appropriate Health Authority or other appropriate regulatory body;

1.3.8.

purchase sufficient quantities of the Products from CI so as to be able to maintain an adequate supply for resale of the Products;

1.3.9.

comply with all applicable European and French laws and regulations with regard to the promotion, marketing, sale and distribution of the Products, including any reporting requirements in regards to complaints or incidents;

1.4.

promptly report to CI, or its European representative which is currently

     Donowa Consulting Srl

     Piazza Albania 10

     00153 Rome, Italy

all complaints, incidents or problems it receives relating to the Products;

1.5.

follow all CI marketing and promotion policies.

1.6.

handle and store all Products in accordance with French and European laws and the labeling and instructions for the Products.

1.7.

CI agrees to support DOLIAGE in the promotion, marketing, sale, distribution and/or application for reimbursement of the Products in the Territory and the technical training for the employees of DOLIAGE. CI may decide, at its sole discretion, whether such support is possible for and available within CI.

2.

SUPPLY PRICE

2.1.

The Supply Price of the Products to DOLIAGE shall be as outlined below;

2.1.1.

PNT controllers at [ * ] per controller for the first two years of the AGREEMENT. For years three (3) and four (4) the price will be [ * ] per controller. For year five (5) until the end of the original AGREEMENT the costs will be [ * ] per controller.

2.1.2.

[ * ] per box of 100 rings. Each ring is individually packaged in a sterile sachet with current labeling.

2.2.

CI will arrange for shipment of the Products from CI’s manufacturing facility to DOLIAGE’ warehouse in France. The cost of shipping the Products from CI’s distribution facility to DOLIAGE’s central receiving facility in France will be the responsibility of CI.

2.3.

Payment under Clause 2.11 and 2.22 shall be Net 45 days upon delivery of goods to DOLIAGES’ facility.

2.4.

The above Supply Prices reflect the current PNT controller and PNT ring design and manufacturing processes. In the event the United States Food and Drug Administration (USFDA) or any other competent governmental health authority (HA) requires modifications to the PNT controller and/or the PNT ring in order to allow continuing sale within the Territory which would lead to an increase in the manufacturing costs to CI of more than [ * ] , then CI would supply proper documentation supporting this increase, and the Parties agree to negotiate a new Supply Price. If DOLIAGE was to challenge the price increase under this clause, DOLIAGE could have an auditor give an independent confirmation. If the auditor found the increase was greater than or equal to [ * ] then DOLIAGE would accept the increase and pay for the audit. If the increase was less than [ * ] then the price would remain where it was and CI would pay for the audit.

2.5.

All Supply Prices quoted shall be understood as excluding VAT at the statutory tax rate or custom duties, to the extent payable. All taxes and duties due on the Products are the responsibility of DOLIAGE.

2.6.

DOLIAGE will not sell materials which are provided to them free of charge.

2.7.

DOLIAGE may return goods, including vacuum units which may require service, to CI only in accordance with CI’s returned goods policy. Used PNT rings cannot be returned to CI. In general CI’s returned goods policy allows for the return of goods which are received damaged (Section 16 below) from CI. Such damaged goods may be returned to CI at CI’s expense. CI will provide shipping instructions for such returns. All other returned goods will be at the cost of DOLIAGE and such costs may be charged against the PPL (Section 5.2.2.2).

2.8.

CI will warrant the controller for a period of [ * ] . DOLIAGE will coordinate return of equipment under warranty, as per the instructions of CI, for repair or replacement. The costs of shipping the equipment under warranty from DOLIAGE’s facility to CI’s facility will be the responsibility of CI.

2.9.

CI will attempt to repair equipment, which is out of warranty, at the request of DOLIAGE. DOLIAGE will be responsible for return shipping of the out of warranty equipment to CI. CI will provide a cost estimate for the repair and will only proceed if agreed to by DOLIAGE. The cost of shipping repaired equipment back to DOLIAGE will be born by DOLIAGE and all costs incurred by DOLIAGE, which are not reimbursed by DOLIAGE’s customers, associated with repair of out of warranty equipment can be charged against the PPL

2.10.

CI will be responsible for the production of the Products, including sourcing of raw materials, CI guarantees that all Products shipped to DOLIAGE will be free from defects and in compliance with relevant regulatory and governmental requirements, including compliance with the requirements of an EU 2a device classification and applicable cGMP Rules and will have sufficient expiry dating to allow for distribution through normal distribution channels.

3.

SALES OF PRODUCT OUTSIDE OF TERRITORY

3.1.

DOLIAGE shall not actively sell the PRODUCTS in territories or to customers groups which (i) CI allocated exclusively to a third party or (ii) CI reserves for itself or for a company affiliated with CI.

3.2.

Passive sales outside the TERRITORY and sales on part of the customers of DOLIAGE shall not be restricted by this provision.

4.

PROFIT and LOSS CALCULATIONS

4.1.

A separate PRODUCT Profit and Loss statement (herein referred to as the “PPL”) will be established and maintained under this AGREEMENT. All charges against and income credited to the PPL will be in line with the following guidelines. In the event that a specific charge or income item is not addressed below the PARTIES will discuss, in good faith, how to incorporate the specific item so that it is consistent and in the spirit of the guidelines outlined below.

4.1.1.

[ * ] in support of the PRODUCTS within the TERRITORY will be born by DOLIAGE and included in the PPL.

4.1.2.

[ * ] will be credited towards the PPL.

4.1.3.

DOLIAGE will use best efforts to maximize the profits from sales of the PRODUCTS which is credited to the PPL

4.1.4.

DOLIAGE will not purposely offer discounts on PRODUCTS within the TERRITORY in order to increase sales or achieve acceptance of other products which DOLIAGE or one of its partners sell without the written approval of CI. In such situations the PARTIES will agree to what additional compensation will be credited to CI or the PPL in consideration of the discounts that were offered on the PRODUCTS within the TERRITORY.

4.1.5.

CI will share the cost of a clinical trial [ * ] , up to a maximum contribution of  [ * ] per year during the first two years of the contract for a total contribution not to exceed [ * ] . Payment will be made at the end of each calendar year upon receipt of an invoice with sufficient detail to explain the actual costs incurred in performing the trial. Any payments made by CI to DOLIAGE in support of the clinical trial will be accounted for in the P&L and accounted for in the calculation of any profit sharing (for example as income or an expense offset in the collaboration) so as to avoid an inappropriate charge against the calculation of the profit sharing. The actual schedule of the clinical trial being beyond DOLIAGE’s control, any delay encountered while undertaking the trial will be reported by DOLIAGE to CI in order to extend accordingly the two years time frame originally planned for CI participation to the cost.

4.2.

The PARTIES shall agree on the marketing plan and develop a mutually agreed upon budget for marketing activities related to the PRODUCTS

4.2.1.

DOLIAGE will be responsible for all marketing costs for the PRODUCTS within the TERRITORY.

4.2.2.

All external costs [ * ] can be charged against the PPL at full costs

4.2.3.

[ * ]

4.3.

DOLIAGE will build and maintain a sales organization commensurate with the sales potential of the Products in the Territory and employ sales personnel trained with sufficient product knowledge to sell the Products adequately within the Territory;

4.3.1.

[ * ]

4.3.2.

[ * ]

4.4.

[ * ]

4.5.

[ * ]

5.

PROFIT SHARING

5.1.

Revenue sharing shall be based on a profit sharing model as outlined below.

5.2.

Profit/loss from the sales of PRODUCTS will be calculated as follows;

5.2.1.

[ * ]

5.2.1.1.

[ * ]  

5.2.1.2.

[ * ]

5.2.2.

[ * ]

5.2.2.1.

[ * ]

5.2.2.3.

[ * ]

5.2.2.5.

[ * ]

5.2.2.7.

[ * ]

5.2.3.

[ * ]  

5.3.

[ * ]

5.4.

[ * ]

5.5.

[ * ]

5.6.

The budget year for the PPL will coincide with DOLIAGE’s budget year, which currently runs from October 1 ^st to September 30 ^th .

5.7.

DOLIAGE will submit the final detailed PPL for the prior budget year, from which the profit/loss will be calculated, by October 31 ^st of the current budget year. For example, the final detailed PPL for the budget year October 1, 2006 to September 30, 2007 will be submitted to CI by October 31, 2007. CI will have the right to review the detailed PPL and if they disagree with specific aspects of PPL can request that they be adjusted. For the budget period from contract initiation until September 30, 2006 the PPL will be prepared and agreed to by May 30, 2006.