Exhibit 10.2
TERMINATION
AGREEMENT
THIS TERMINATION AGREEMENT (this
“Agreement”) entered into as of the 12th day of
February, 2008 by and between PENTAX Corporation, a corporation
organized and existing under the laws of Japan, having its
registered office at 2-36-9, Maeno-cho, Itabashi-ku, Tokyo
174-8639, Japan (“PENTAX”) and
Vision-Sciences, Inc., a Delaware corporation, having its
principal place of business at 40 Ramland Road South, Orangeburg,
New York 10962, U.S.A. (“VSI”).
WHEREAS, PENTAX and VSI entered into the
agreement on the 10th day of November, 2004 in connection with the
CMOS patents with respect to, among others, transfer of
responsibility for certain activities and costs from VSI to PENTAX
(the “Letter Agreement”); and
WHEREAS, the parties hereto desire to terminate
the Letter Agreement.
NOW, THEREFORE, the parties hereto agree as
follows:
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Article 1
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Early Termination.
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The
parties hereby agree to terminate the Letter Agreement as of the
12th day of February, 2008.
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Article 2
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Rights and Obligations.
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Upon the termination of the Letter Agreement,
each party shall neither be entitled to any rights nor have any
obligation under the Letter Agreement. Further, each party shall
waive any claim against the other party which has arisen or might
arise out of, or in connection with, the Letter Agreement, or the
early termination of the Letter Agreement; provided, however, that
any and all obligations already accrued under the Letter Agreement
at the time of termination of the Letter Agreement shall be valid
and effective until both
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