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Acrylic Preset Supply Warranty Agreement

Warranty Agreement

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 This Warranty Agreement involves

STAAR SURGICAL CO

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Title: Acrylic Preset Supply Warranty Agreement
Date: 4/1/2010
Industry: Medical Equipment and Supplies     Sector: Healthcare

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[Translated from Japanese] 

Exhibit 10.85

 

Acrylic Preset Supply Warranty Agreement

 

Nidek Co., Ltd. (hereinafter referred to as “Party A”) and Staar Japan Inc. (hereinafter referred to as “Party B”) hereby agree as follows in connection with the continued supply between each other of the Subject of “Basic Agreement for Purchase and Sale of Injector Products” and “Basic Agreement for Purchase and Sale of Sterilized Intraocular Lens Products”, executed on May 23, 2005, and “2 nd Generation Acrylic Preset Basic Agreement” executed on the same date as this agreement , each entered into between Party A and Party B (these agreements are hereinafter collectively referred to as “Agreements”) following termination of the Agreements. Unless otherwise defined herein, certain capitalized terms used herein shall have the meanings ascribed to them in the Agreements.

 

Article 1. (Purpose)

 

The purpose of this Agreement is to set out the basic terms and conditions which apply under the circumstances where either “Basic Agreement for Purchase and Sale of Injector Products” or “Basic Agreement for Purchase and Sale of Sterilized Intraocular Lens Products” is terminated by the Buyer due to the Seller’s change of control, or “2 nd Generation Acrylic Preset Basic Agreement” is terminated by either party thereto due to the other party’s change of control (these terminations are hereinafter collectively referred to as “Termination due to Change of Control”) and the terminating party desires continued supply of the Subject of the terminated Agreement. As used herein, the term “change of control” with respect to a party means a change in a person who directly holds a majority of the voting shares of that party, and such change is deemed to be detrimental to the interests of Party A or Party B with respect to the Agreement concerned.

 

Article 2. (Warranty of Supply)

 

1.

If Party A or Party B, as the case may be, enforces with respect to the other party Termination due to Change of Control of the Agreement in which it acts as Buyer, and desires continued supply of the Subject, it shall offer that it desires continued supply of the Subject to the other party in writing by no later than the termination date of the Agreement.

 

 

2.

When Party A or Party B, as the case may be, has enforced upon them

 

 

1


 

 

 

Termination due to Change of Control by the other party and receives an offer from the other party as described in the immediately preceding Paragraph, it shall agree to such offer. Provided, however, that in any case the offered supply shall continue for a maximum of two (2) years from the termination date of the Agreement.

 

 

3.

Notwithstanding either of the preceding Paragraphs, the party who has received an offer under Paragraph 1 shall not be obligated to agree to continue the supply of the Subject, if any of the events set forth in Paragraph 1 or 2 of Article 27 of “Basic Agreement for Purchase and Sale of Injector Products” and “Basic Agreement for Purchase and Sale of Sterilized Intraocular Lens Products” has occurred, or any of the events set forth in Paragraph 1 or 2 of Article 32 of “2 nd Generation Acrylic Preset Basic Agreement” has occurred and is continuing.

 

Article 3. (Warranty of Purchase)

 

1.

Party A or Party B, after it serves the offer to the other party pursuant to Paragraph 1 of Article 2 above, shall submit to the other party a purchase schedule with respect to the continued supply which it offered, within three (3) months after the termination of the relevant Agreement. Such purchase schedule shall clearly specify the desired period of continued supply and the desired volume to be supplied during such period, and the offering party shall warrant to purchase the entire volume of the Subject therein stated.

 

 

2.

Party A or Party B, after it receives the purchase schedule from the other party pursuant to the immediately preceding Paragraph, shall supply the Subject


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