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EXHIBIT 10.56
TECHNOLOGY PURCHASE AGREEMENT


THIS TECHNOLOGY PURCHASE AGREEMENT ("Agreement") is made as of March 8, 2000, by and between LASERSIGHT TECHNOLOGIES, INC., a Delaware corporation ("Buyer"), and PREMIER LASER SYSTEMS, INC., a California corporation and its wholly-owned subsidiary EYESYS-PREMIER, INC., a Delaware corporation (collectively, "Seller").


RECITALS


A. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, certain assets comprising and related to Seller's corneal topography/wave front aberration measurement system currently under development and referred to as Topomax (collectively, the "Topomax System"), upon the terms and conditions set forth herein.


B. In connection therewith, Buyer and Seller desire to enter into certain other agreements and covenants as set forth herein.


NOW, THEREFORE, in consideration of the premises and of the mutual covenants of the parties hereinafter expressed, it is hereby agreed as follows:


SECTION 1
PURCHASE AND SALE OF ASSETS


1.1 Purchased Assets and Excluded Assets.


(a) Purchased Assets. Subject to the terms and conditions
----------------
hereof, on the Closing Date (as hereinafter defined), Seller agrees to
sell, transfer, assign and deliver to Buyer and Buyer agrees to
purchase from Seller the following:


(i) all interests of Seller in (A) any prototype of
the Topomax System, (B) computer disks or CD Roms
that contain information related to the Topomax
System downloaded from Seller's computers or computer
system, and (C) all tangible personal property,
including, but not limited to, all furniture,
fixtures, computer hardware, equipment and supplies
which at any time have been utilized solely in
connection with the development of the Topomax System;


(ii) all interests of Seller in existing versions of
the Topomax System related computer software
(including object code and source code, in machine
readable and listing form) operating systems,
application programs, routines and subroutines,
screen displays, user interfaces and machine
interfaces, Topomax System documentation, and all
files and records pertaining to the conception and
reduction to practice of the same, including, but not
limited to, the right to use and modify (solely for


purposes of developing and commercializing the
Topomax System) such items that are utilized in
Seller's EyeSys line of products;


(iii) all Seller's right, title and interest to other
Topomax System related technology and know-how,
including, but not limited to, all algorithms,
patents, copyrights, tradenames, trademarks,
servicemarks, registered or unregistered, including
applications and registrations therefor and any
reissues, divisionals, continuations or
continuations-in-part thereof, trade secrets,
confidential business information (including ideas,
formulas, compositions, supplier and customer lists,
inventions, know-how, manufacturing and production
processes and techniques, research and development
information, drawings, designs, plans, proposals and
technical data, financial, marketing and business
data, pricing and cost information) and other Topomax
System related intellectual property rights; and all
of Seller's right, title and interest in and to any
third-party software (to the extent transferable) or
other technology which has been incorporated in the
Topomax Intellectual Property (as defined herein),
utilized by Seller in connection with the development
of the Topomax System at any time prior to or as of
the Closing Date, including, but not limited to, all
files, records and documentation pertaining to the
conception, development and reduction to practice of
the inventions claimed in the Topomax Intellectual
Property and those items more specifically described
on Schedule 1.1(a)(iii) hereto (collectively, the
"Topomax Intellectual Property");


(iv) all of Seller's goodwill associated with the
Topomax System and all causes of actions related to
the Topomax Intellectual Property, including, but not
limited to, all rights of recovery to past, present
and future infringement of the Topomax Intellectual
Property; and


(v) copies or originals of all Seller's books,
records, ledgers, files, documents, correspondence,
lists, plats, drawings, creative materials,
advertising and promotional materials, studies,
reports and other printed or written materials used
by Seller relating to the Topomax System.


All of the assets of Seller to be purchased by Buyer hereunder are herein sometimes collectively referred to as the "Purchased Assets."


(b) Excluded Assets. The parties acknowledge and
agree that Buyer is acquiring hereunder only those assets or rights
which are defined herein, collectively, as the Purchased Assets and
that the Purchased Assets expressly exclude all other assets of Seller
which do not relate to the Topomax Field (as defined in the Premier
License (as defined herein)).


(c) Discovered Assets. If after the Closing, Buyer or
Seller discovers any Purchased Assets that were not previously
transferred to Buyer (each such item a "Discovered Asset"), such
Discovered Asset shall be deemed to have been a component of the
Purchased Assets. The party which discovers the Discovered Asset shall
promptly provide the other party with written notice briefly describing
the Discovered Asset. Seller hereby agrees to deliver to Buyer or its
permitted assigns such consents, documents and instruments and to take
such other actions, as may be required for the purpose of providing
Buyer with all of Seller's right, title and interest in the Discovered
Asset. If Buyer is unable for any reason to secure a signature from an
authorized officer or agent of Seller for such consents, documents and
instruments necessary to carry out the terms set forth in this Section
1.1(c), Seller does hereby irrevocably designate and appoint Buyer and
its authorized officers and agents as Seller's agent and
attorney-in-fact, to act for and in Seller's behalf and stead to
execute such items, with the same legal effect as if executed by
Seller.


1.2 Liabilities and Obligations Are Not Being Assumed. Buyer wil
-------------------------------------------------- not assume, and will not be deemed to have assumed any liabilities of Seller, whether fixed, contingent or unliquidated, whenever arising prior to the date of the Closing or thereafter. Without limiting the foregoing, Buyer does not assume and shall not be obligated to pay or satisfy any obligation, debt or liability, contingent or otherwise, of Seller, including without limitation, any liability for taxes, whether measured by income, sales or otherwise.


1.3 Purchase Price. In addition to the consideration in the form of
-------------- the license granted to Seller as described below, the aggregate consideration (the "Purchase Price") to be paid by Buyer to Seller (or to such party as Seller shall direct) for the Purchased Assets shall be $4,050,000 which shall be payable as follows:


(a) on the Closing Date (as defined herein) $2,825,000
shall be delivered to Seller by wire transfer of immediately
available funds to such accounts as shall be designated by Seller prior
to the Closing;


(b) on the date which is 30 days after the Closing Date $500,000
shall be delivered to Seller by wire transfer of immediately
available funds to such account as shall be designated by
Seller; and


(c) on the date which is 60 days after the Closing Date
$725,000 shall be delivered to Seller by wire transfer of
immediately available funds to such account as shall be designated by
Seller.


Seller acknowledges and agrees that the payments described in Section 1.3(b) and (c) shall be subject to set-off for Seller's indemnification obligations as described in Section 7.3 of this Agreement. In addition, if any of the sale of the Purchased Assets to Buyer, the LaserSight License (as defined herein), the termination of the Sarver Agreements (as defined herein) or the release of David Liu ("Liu") contemplated by Section 4.1 is being challenged (or


an official committee or any party with standing threatens to challenge such transaction) on any basis as a result of Seller filing for protection under any bankruptcy or insolvency statute or rule, then the payments described in Section 1.3(b) and (c), to the extent such payments have not already been made, shall not be made until approval of all such transactions. If such a challenge or threat occurs and such approval is not received, then Buyer shall not be obligated to make either of the payments described in Section 1.3(b) and (c), to the extent such payments have not already been made, and Buyer shall be repaid all amounts previously paid by Buyer to Seller, and upon such repayment Buyer shall return the Purchased Assets to Seller to the extent Buyer has been repaid. The existence of, or outcome related to, any such challenge or threat which occurs after the Closing Date will not affect the fact that all right, title and interest to the Purchased Assets transferred to Buyer at the Closing.


1.4 Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on March 8, 2000 if the conditions set forth in Sections 5 and 6 have been satisfied, or as soon thereafter as such conditions have either been satisfied or waived by the party benefiting from such conditions, at the offices of Buyer, or at such other place as the parties shall agree (the "Closing Date"), and shall be effective as of 12:01 a.m. on the Closing Date.


At the Closing, Seller shall execute and deliver to Buyer appropriate instruments of assignment, transfer and conveyance and such other documents as Buyer or its counsel shall reasonably request to transfer to Buyer title to and right to possession of the Purchased Assets, free and clear of any liens, claims, security interests or encumbrances.


SECTION 2
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER


Seller hereby represents and warrants to Buyer as of the Closing Date as follows. In connection with the following representations and warranties, to the extent any representation or warranty is made "to Seller's knowledge" such phrase shall mean the knowledge of Michael J. Quinn, Robert V. Mahoney, Liu or Sarver (as defined herein).


2.1 Corporate Organization. Seller is a corporation duly
----------------------- organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with all requisite power and authority (corporate and other) to own its properties and assets and to conduct its business as now conducted.


2.2 Corporate Authority. As of the Closing Date, Seller will have
-------------------- the corporate power to enter into this Agreement and to carry out its obligations hereunder. As of the Closing Date, the execution and delivery of this Agreement and all agreements contemplated hereunder and the performance of Seller's obligations hereunder and thereunder, will have been duly authorized by the Board of Directors of Seller, and no other corporate proceedings on the part of Seller will be necessary to authorize such execution, delivery and performance. This Agreement and all agreements contemplated hereunder have been


duly executed by Seller and, as of the Closing Date, will constitute valid and legally binding obligations of Seller, enforceable against Seller in accordance with the terms hereof and thereof, except to the extent that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.


2.3 No Violation. Neither the execution, delivery nor the performance by Seller of this Agreement and all agreements contemplated hereunder violates or will violate any provision of law, of any order, judgment or decree of any court or other governmental or regulatory authority, or of the charter documents or by-laws of Seller, nor violates or will result in a breach of or constitute (with due notice or lapse of time or both) a default under any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which Seller is a party or by which it is bound or to which any of its properties or assets is subject, nor will result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of Seller. Seller has not issued any preferred stock nor does there exist any shareholders agreement relating to Seller's capital stock. The transactions contemplated by this Agreement will not violate any term or condition of any shareholders' agreement, bond, indenture, contract or other instrument or require any consent thereunder.


2.4 Consents and Approvals. No consent, waiver, authorization, or
----------------------- approval of any governmental or regulatory authority, domestic or foreign, or of any other person, firm or corporation, and no declaration to or filing or registration with any such governmental or regulatory authority, is required in connection with the execution and delivery of this Agreement by Seller or the performance by Seller of its obligations hereunder, except that an assignment form will have to be filed with the United States Patent and Trademark Office to record the transfer of the Topomax Patents (as defined on Schedule 1.1(a)(iii)).


2.5 Litigation. There are no claims, actions, suits, proceedings,
---------- disputes or investigations pending or, to Seller's knowledge, threatened before any federal, state or local court or governmental or regulatory authority, domestic or foreign, or before any arbitrator of any nature, brought by or against Seller involving, affecting or relating to the Purchased Assets or the transactions contemplated by this Agreement. Neither Seller nor the Purchased Assets is subject to any order, writ, judgment, award, injunction or decree of any federal, state or local court or governmental or regulatory authority or arbitrator.


2.6 Title. As of the Closing Seller is the sole owner of all right,
----- title and interest in and to the Purchased Assets. Buyer acknowledges that it has reviewed the disclosure set forth on Schedule 2.6 and understands the nature of the confirmatory assignments described therein. Buyer acknowledges that certain of Seller's ownership rights to the Purchased Assets derive from the Sarver Agreements. Seller does not have any subsidiaries or affiliates that have


any rights or interests, directly or indirectly, in any of the Purchased Assets. Seller has the legal right to transfer the Purchased Assets as set forth in this Agreement, and Seller has not executed any agreement which is in conflict with the terms of this Agreement. The intellectual property assignments which have been granted by Seller in favor of Strong River Investments, Inc. ("SRI") and Herkimer LLC ("Herkimer") have been granted as collateral security interests only and do not constitute an absolute assignment of such intellectual property. Except for the intellectual property assignments which have been granted to SRI and Herkimer, there are no other purported liens or assignments which encumber the Purchased Assets.


2.7 Topomax Intellectual Property.
-----------------------------


(a) Set forth on Schedule 1.1(a)(iii) hereto is a listing of
all United States and foreign patents, registered or unregistered,
including applications and registrations therefor and any reissues,
divisionals, continuations or continuations-in-part thereof, and trade
secrets which have been incorporated in or are practiced by the Topomax
System. Except for the security interests of SRI and Herkimer, title to
the Topomax Intellectual Property is held exclusively by Seller free
and clear of all options, liens, security interests, agreements,
restrictions and other encumbrances. Seller has no registered
copyrights, and no tradenames, trademarks, servicemarks, registered or
unregistered, relating to the Topomax System.


(b) There are no challenges, proceedings or infringement suits
pending or, to the knowledge of Seller, threatened with respect to the
Topomax Intellectual Property.


(c) The Topomax Intellectual Property has been developed
exclusively by Seller and to Seller's (and employees with
responsibility for intellectual property matters) knowledge none of the
apparatus or methods associated with the Topomax Intellectual Property
conflicts with, infringes or violates the rights of any other party.


(d) As of the Closing Date, except for Seller's rights
pursuant to the Premier License (as defined herein), neither Seller nor
any person other than Buyer shall have any claim to, rights under, or
interest in the Topomax System or the Topomax Intellectual Property,
including, but not limited to, Topomax System software source code and
object code, provided that Buyer acknowledges that certain of Seller's
ownership rights to the Purchased Assets derive from the Sarver
Agreements.


(e) As of the Closing Date, Buyer will be vested with all
right, title and interest in and to the Topomax Intellectual Property,
free and clear of any rights or claims of any third party.


(f) To the knowledge of Seller, the Topomax Patents and the
patents licensed to Buyer pursuant to the LaserSight License are all of
the patents incorporated in or practiced by the Topomax System and/or
Seller's Eye
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