Exhibit 10.22
DATED 3rd MARCH 2003
ABBOTT VASCULAR DEVICES LIMITED
(formerly known as Biocompatibles Limited)
- and -
COOPERVISION INTERNATIONAL HOLDING COMPANY LP
- and -
THE COOPER COMPANIES, INC
- and -
BIOCOMPATIBLES UK LIMITED
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DEED OF NOVATION
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TAYLOR WESSING
Carmelite
50 Victoria Embankment
Blackfriars
London EC4Y ODX
Tel No: 020-7300 7000
Fax No: 020-7300 7100
DX: 41 London
Ref: CBS
THIS DEED OF NOVATION is made the 3rd day of March 2003
BETWEEN:
(1) ABBOTT VASCULAR DEVICES LIMITED (formerly known as Biocompatibles Limited)
a company incorporated in England and Wales with company registration
number 01833264 and whose registered office is at North Road, Queenborough,
Kent ME11 5EL ("AVDL");
(2) COOPERVISION INTERNATIONAL HOLDING COMPANY LP whose registered office is at
c/o The Cooper Companies, Inc., 6140 Stoneridge Mall Road, Suite 590,
Pleasanton, CA 94588, United States of America ("CIH");
(3) THE COOPER COMPANIES, INC. whose principal office is at 6140 Stoneridge
Mall Road, Suite 590, Pleasanton, CA 94588, United States of America
("CC"); and
(4) BIOCOMPATIBLES UK LIMITED a company incorporated in England and Wales with
company registration number 04305025 and whose registered office is at
Chapman House, Farnham Business Park, Farnham, Surrey GU9 8QL ("BUK").
WHEREAS:
(A) Biocompatibles Limited ("BL"), CIH and CC entered into a Patent and Trade
Mark Licence dated 28 February 2002 (the "Licence Agreement");
(B) By an Agreement between BL, BUK and Biocompatibles International plc dated
16 March 2002, BL agreed to sell and BUK agreed to purchase the business of
BL (including the intellectual property which BL licenses to CIH under the
Licence Agreement);
(C) BL and BUK have requested that CIH and CC accept the substitution of BUK in
place of BL as a party to the Licence Agreement, and CIH and CC have
accepted this request, on the terms set out below.
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NOW IT IS HEREBY AGREED as follows:-
1. CIH and CC both consent and agree to the novation set out in clause 2
below.
2. From the date of this agreement, BL ceases to be a party to the Licence
Agreement and BUK becomes a party to the Licence Agreement in place of BL.
3. CIH and CC both hereby:
a) release and discharge BL/AVDL from the performance of all its
obligations under the Licence Agreement, and from all claims, demands
and liabilities whatsoever arising under or in connection with the
Licence Agreement whether arising or accrued before, on or after the
date of this agreement; and
b) accepts the liability of BUK in place of BL and shall be bound by the
terms of the Licence Agreement in every way as if BUK had been named
as party to the Licence Agreement in place of BL.
4. From the date of this agreement, BUK undertakes to CIH, CC and to BL/AVDL
to be bound by the terms of the Licence Agreement in substitution for BL,
and to observe and perform all obligations under the Licence Agreement
which arise on or after the date of this agreement and which would have
been obligations of BL if BL had not been released from the performance of
such obligations under clause 3, as if BUK had at all times been a party to
the Licence Agreement.
5. BUK shall assume and be responsible for any and all liabilities arising
under or in connection with the Licence Agreement which have accrued prior
to the date of this agreement and which would have been liabilities of BL
if BL had not been released from such liabilities under clause 3.
6. This agreement shall be governed by and construed in accordance with the
laws of England.
7. Each of the parties irrevocably agrees that the courts of England are to
have exclusive jurisdiction to settle any dispute which may arise out of or
in connection with this agreement and that accordingly any proceedings
arising out of or in connection with this agreement shall be brought in
such courts. Each of the parties irrevocably submits to the jurisdiction of
such courts with respect to such disputes and waives any objection to
proceedings in any such court on the ground of venue or on the ground that
proceedings have been brought in an inconvenient forum.
IN WITNESS whereof the parties hereby have executed and delivered this agreement
as a deed on the day first written above.
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EXECUTED as a Deed )
for and on behalf of )
ABBOTT )
VASCULAR DEVICES ) /s/ Thomas C Freyman
LIMITED ) Authorised Signatory
/s/ Tom Sides
Authorised Signatory
EXECUTED as a Deed )
for and on behalf of )
COOPERVISION ) /s/ Carol Kaufman
INTERNATIONAL ) Authorised Signatory
HOLDING COMPANY LP )
/s/ Robert Weiss
Authorised Signatory
EXECUTED as a Deed )
for and on behalf of )
THE COOPER ) /s/ Carol Kaufman
COMPANIES, INC ) Authorised Signatory
/s/ Robert Weiss
Authorised Signatory
EXECUTED as a Deed )
for and on behalf of )
BIOCOMPATIBLES UK ) /s/ Swag Mukerji
LIMITED ) Authorised Signatory
/s/ Crispin Simon
Authorised Signatory
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