Agreement W/China Eye Joint Venture

EXHIBIT 10.36
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AGREEMENT WITH CHINA EYE JOINT VENTURE


AGREEMENT


This Agreement (the "Agreement") is made and entered into on this 10th day of October, 1995 by and between STAAR Surgical Company, a Delaware corporation ("STAAR") and China Eye Joint Venture, a joint venture created under the laws of North Carolina ("CEJV") based on the following facts:


RECITALS


A. CEJV was formed by IBC of North Carolina, Inc., Robert G. Martin, M.D., James F. Marshall, Robert L. Groat, M.D. and Charles G. Sims to design, construct and equip a medical facility in China for the treatment of eye diseases and disorders (the "Facility").


B. CEJV has asked STAAR, and STAAR has agreed, pursuant to the terms and conditions set forth in this Agreement, to provide certain equipment and supplies needed by CEJV for the operation of the Facility.


NOW, THEREFORE, in consideration of the promises included in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, STAAR and CEJV agree as follows:


AGREEMENT


1. INCORPORATION OF RECITALS. The Recitals set forth above are
------------------------- incorporated into this Agreement by reference and made a material part of it. STAAR and CEJV agree that this Agreement has been entered into for and in consideration of the inducements contained in the Recitals, as well as the provisions included in the balance of this Agreement.


2. TERM OF AGREEMENT. The term of this Agreement will begin on the
----------------- date of its execution and will continue for a period of five (5) years (the "Initial Term"). The parties may agree to extend the term of this Agreement for an additional period of two (2) years upon the expiration of the Initial Term and any succeeding two year term. As used in this Agreement, the word "Term" shall include the Initial Term and any subsequent two year term.


3. EQUIPMENT PROVIDED TO FACILITY. STAAR will provide to CEJV
------------------------------ agreed-upon equipment and supplies which CEJV will use to equip the Facility. Within thirty (30) days from the date of execution of this Agreement, a list of the equipment and supplies to be provided by STAAR to CEJV will be attached to this Agreement as Exhibit "A" and made a part of it. STAAR and CEJV agree that


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the value of the equipment and supplies shall not exceed One Million One Hundred Thousand United States Dollars ($1,100,000) (the "Equipment Value"). Pursuant to paragraph 5 below, CEJV will purchase the equipment and supplies set forth on Exhibit "A" by paying the Equipment Value plus 20% for a total purchase price not to exceed One Million Three Hundred Twenty Thousand United States Dollars ($1,320,000) (the "Purchase Price"). Until such payment is made in full, STAAR will have a continuing security interest in the equipment and supplies for the full amount of the Purchase Price. This security interest may be transferred or assigned by STAAR to any third party without the consent of CEJV.


4. PURCHASE OF PRODUCTS OR DEVICES. During the Term of this
------------------------------- Agreement, CEJV agrees that it will purchase exclusively from STAAR, and STAAR agrees that it will sell to CEJV, all of the ophthalmologic products or devices included on Exhibit "B" to this Agreement. Future products or devices obtained or developed by STAAR shall be offered to CEJV and, if purchased by CEJV, shall be subject to the terms and conditions of this Agreement. CEJV shall place its first order for ophthalmologic products or devices within six (6) months of the date of execution of this Agreement. All invoices shall be paid by CEJV in United States dollars within sixty (60) days from the date of the invoice. Failure to pay an invoice within sixty (60) days shall be deemed a material breach of this Agreement and shall relieve STAAR of its obligation to ship any further ophthalmologic products or devices until any and all outstanding invoices are paid as required by this Agreement.


5. PURCHASE PRICE OF PRODUCTS OR DEVICES. The ophthalmologic
------------------------------------- products or devices shall be purchased by CEJV at the prices listed in Column I of Exhibit "B" to this Agreement. Column II of Exhibit "B" sets forth the amount of each such price which shall be applied by STAAR to the Purchase Price. The Purchase Price may be prepaid, in full or in part, at any time by CEJV without penalty. If the Purchase Price is not paid in full upon the expiration of the Initial Term of this Agreement, CEJV shall have the option to extend this Agreement for a period of two (2) years or to pay the balance of the Purchase Price, in United States dollars, in full. Column III of Exhibit "B" sets forth the prices of the ophthalmologic products or devices upon payment in full of the Purchase Price.


6. MINIMUM PURCHASE. Beginning not later than six (6) months from
---------------- the execution date of this Agreement, CEJV will purchase, on a quarterly basis during the Term of this Agreement, no less than the number of ophthalmologic products and devices set forth in Column IV of Exhibit "B" to this Agreement. For any quarter in which CEJV fails to purchase the minimum number of ophthalmologic products and devices set forth in Column IV of Exhibit "B" to this Agreement, CEJV will pay the difference between the minimum number of ophthalmologic products and devices required to be purchased and the amount actually purchased.


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7. SHIPPING, INSURANCE AND HANDLING COSTS. All costs associated
-------------------------------------- with the shipping, insuring and/or handling of the equipment and supplies provided to CEJV pursuant to paragraph 3 above or the ophthalmologic products or devices purchased pursuant to paragraph 4 above will be paid by CEJV.


8. NOTICES. Unless otherwise specifically provided in this
------- Agreement, all notices, demands, requests, consents, approvals or other communications (collectively and severally called "Notices") required or permitted to be given hereunder, or which are given with respect to this Agreement, shall be in writing, and shall be given by: (A) personal delivery (which form of Notice shall be deemed to have been given upon delivery), (B) by telegraph or by private airborne/overnight delivery service (which forms of Notice shall be deemed to have been given upon confirmed delivery by the delivery agency), (C) by electronic or facsimile or telephonic transmission, provided the receiving party has a compatible device or confirms receipt thereof (which forms of Notice shall be deemed delivered upon confirmed transmission or confirmation of receipt), or (D) by mailing in the United States mail by registered or certified mail, return receipt requested, postage prepaid (which forms of Notice shall be deemed to have been given upon the fifth 5th business day following the date mailed). Notices shall be addressed as follo ...