EXHIBIT 99.5
NOTE B
28 February 2002
1 Payment of the Principal Amount
We promise to pay the Principal Amount on the Payment Date against
presentation of this NOTE to the order of Biocompatibles International
plc (registered number 2703724) ("PLC") in sterling, in immediately
available funds at such location as PLC shall designate.
2 Interest
We also promise to pay interest on the Principal Amount outstanding
from time to time, in sterling at the location referred to above at the
rate of 5% per annum (after as well as before judgment). Interest will
be payable monthly in advance with the first payment being due on 28
February 2002 for the period from 28 February 2002 to 31 March 2002
(inclusive) and thereafter interest will be payable on the first day of
each month. Interest will accrue from day to day and is calculated on
the basis of the actual number of days in the calendar month and a year
of 365 days.
3 Acceleration
Prior to the Payment Date, we will repay the whole of the Principal
Amount together with any accrued interest on receipt of a written
demand from PLC following the occurrence of an Enforcement Event which
has not been waived by PLC or remedied.
4 Prepayment
4.1 We may repay the whole of the Principal Amount together with any
accrued interest at any time prior to the Payment Date provided that we
give you not less than 3 Business Days written notice of the proposed
date for prepayment.
4.2 In the event that payment under this NOTE is made prior to the Payment
Date, no refund of any interest accrued and/or paid will be made.
4.3 Notwithstanding the Payment Date, PLC acknowledges that we intend to
repay the Principal Amount on 15 May 2002.
5 Rights are personal
Our rights under this NOTE shall be personal only, and shall not be
capable of transfer whether by assignment or otherwise, in whole or in
part and any such purported transfer shall be void and of no effect.
6 Payment on a Business Day
If payment under this NOTE would otherwise be due on a date which is
not a Business Day, such payment shall be made on the next day which is
a Business Day.
7 Governing Law and Jurisdiction
7.1 This NOTE will be governed by and construed in accordance with English
law.
7.2 Each of the parties to this NOTE irrevocably agree that the courts of
England are to have non-exclusive jurisdiction to settle any disputes
which may arise out of or in connection with this NOTE and that,
accordingly, any legal action or proceedings arising out of or in
connection with this NOTE ("Proceedings") may be brought in those
courts and each of the parties to this NOTE irrevocably submits to the
jurisdiction of those courts.
7.3 This consent and submission to jurisdiction is for the benefit of PLC
only and nothing in this NOTE shall limit PLC's right to take
Proceedings against us in any other court of competent jurisdiction nor
shall the taking of Proceedings in one or more jurisdictions preclude
PLC from taking Proceedings in any other jurisdiction, whether
concurrently or not.
7.4 We irrevocably waive any objection which we may at any time have to the
laying of the venue of any Proceedings in any court referred to in this
NOTE and any claim that any such Proceedings have been brought in an
inconvenient forum.
7.5
7.5.1 We irrevocably appoint the Company Secretary of Aspect Vision
Holdings Limited, Unit 2, South Point, Hamble, Southampton,
Hampshire, England SO41 4RF to receive, for us and on our
behalf, service of process in any proceedings in England. Such
service shall be deemed completed on delivery to the process
agent. If for any reason the process agent ceases to be able to
act as such or no longer has an address in England which has
been communicated to PLC, the we irrevocably agree to appoint a
substitute process agent acceptable to PLC, and to deliver to
PLC a copy of the new agent's acceptance of that appointment,
within 30 days.
7.5.2 We irrevocably consent to any process in any proceedings
anywhere being served by mailing a copy by registered or
certified prepaid airmail post to us. Such service shall become
effective 30 days after mailing.
7.5.3 Nothing shall affect the right to serve process in any other
manner permitted by law.]
8 Definitions
In this NOTE, words have the following meanings:
"Business Day" means a day (other than a Saturday or Sunday) on which
commercial banks are open for business in London.
"Charges" means:
(a) the Share Charge and Assignment dated on or about 28
February 2002 between Aspect Vision Holdings Limited and
PLC in respect of shares in Hydron Limited;
(b) the Pledge Agreement dated on or about 28 February 2002
between The Cooper Companies, Inc and PLC in respect of
shares in Biocompatibles Eyecare Inc;
(c) the Deed of Trust, Security Agreement, Fixture Filing and
Assignment of Rents and Leases dated on or about 28
February 2002 between Biocompatibles Eyecare Inc,
Independent
Trustees, Inc as trustee and PLC in respect of the
production facility of Biocompatibles Eyecare Inc in
Norfolk, Virginia, USA; and
(d) the General Security Agreement dated on or about 28
February 2002 between Biocompatibles Eyecare Inc and PLC in
respect of inventory and receivables.
"Enforcement Event" has the meaning given to that term in any of the
Charges.
"Payment Date" means 15 November 2002.
"Principal Amount" means 'L'20,137,000 as adjusted from time to
time pursuant to the Repayment Deed and the Share Sale Agreement.
"Repayment Deed" means the deed of repayment dated on or about the date
of this NOTE between inter alios PLC, Aspect Vision Holdings Limited
and The Cooper Companies, Inc.
"Share Sale Agreement" means the International Share Sale Agreement
dated 15 January 2002 between PLC, Aspect Vision Holdings Limited and
The Cooper Companies, Inc.
SIGNED as a DEED
For and on behalf of THE COOPER COMPANIES, INC
/s/ CAROL R. KAUFMAN
..................................
Authorised Signatory
SIGNED as a DEED by BIOCOMPATIBLES
INTERNATIONAL PLC acting by
/s/ CRISPIN SIMON
Name: CRISPIN SIMON
...................................
Position: CEO/PRESIDENT
(Signature of Director)
Name:
Position: ...................................
(Signature of Director/Secretary)