SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 15, 1997
(August 29, 1997)
LASERSIGHT INCORPORATED
-----------------------
Exact name of registrant as specified in its charter
Delaware
--------
State or other jurisdiction of incorporation
0-19671 65-0273162
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Commission File Number I.R.S. Employer
Identification No.
12161 Lackland Road, St. Louis, Missouri 63146
----------------------------------------------
Address of Principal Executive Offices
Registrant's telephone number, including area code: (314) 469-3220
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On August 29, 1997, LaserSight Incorporated completed its previously announced
purchase of the patent portfolio from International Business Machines
Corporation (IBM) relating to the use of ultraviolet light for laser vision
correction, as well as all non-ophthalmic applications. These acquired patents
include United States Patent No. 4,784,135 which relates to far ultraviolet
surgical and dental procedures (the "Blum Patent") and United States Patent No.
4,925,523 related to the enhancement of ultraviolet light ablation and etching
organic solids (the "Braren Patent"). In addition, the Company acquired the
foreign counterpart to the Blum Patent in Australia, Austria, Belgium, Brazil,
Canada, France, Germany, Italy, Japan, Spain, Sweden, Switzerland and the United
Kingdom. Also, the Company acquired the foreign counterparts to the Braren
Patent in France, Germany, Japan and the United Kingdom. In addition, IBM
assigned its rights under three agreements pursuant to which it had licensed the
Blum Patent. These agreements were with Summit Technology, Inc., VISX,
Incorporated and LaserSight Incorporated. These assignments provide that the
Company shall be entitled to receive any royalties which accrue under such
agreements on or after January 1, 1997. IBM retained four license agreements
pursuant to which it had licensed the Blum Patent and the Braren Patent and
retained the right to renew such prior licenses in IBM's sole discretion in
accordance with the renewal terms set forth in each such prior license
agreement. A license to these IBM patents is necessary for companies desiring to
enter the U.S. laser vision correction market regardless of their license status
with Pillar Point Partners. In addition to the royalties from licenses acquired
and new licenses issued, the Company holds the right to pursue claims for all
past infringement of the patent portfolio acquired. Unlicensed medical device
manufacturers engaged in the manufacture or sale, internationally or
domestically, of ultraviolet laser devices may now be subject to claims by
LaserSight. The Company also has the right to assert the blocking nature of the
portfolio claims against competing tissue-specific ablation claims.
The Company financed the $14.9 million acquisition through a Regulation D
private placement of $16 million of its convertible preferred stock to
accredited investors. The proceeds in excess of the cost of the acquisition will
be utilized for financing-related costs. The preferred stock is convertible into
common stock at any time at a conversion price equal to the lower of $6.68 per
share or the average of the three lowest closing bid prices during a 20- or
30-trading day period preceding the conversion date. Any preferred shares
remaining unconverted on the third anniversary of the closing will automatically
be converted into common stock on that date. The investors also received
warrants to purchase 750,000 shares of LaserSight stock at a price of $5.91 per
share at any time during the next five years. The Company's placement agent will
receive warrants to purchase 40,000 shares of Company Stock at a price of $5.91
per share at any time during the next 5 years. Up to 70 percent of the preferred
stock is redeemable by the Company at a premium over its face amount. All of the
preferred stock is redeemable at a 25 percent premium over its face amount at
the option of the holders but only in certain events of default by the Company,
including if the Company does not receive shareholder approval of the
transaction within 120 days.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
Exhibit 2.(i) Agreement dated January 1, 1997, between International
Business Machines Corporation and LaserSight
Incorporated (filed as Exhibit 10.37 to the Company's
Form 10-K for the year ended December 31, 1996*).
Exhibit 2.(ii) Addendum dated March 7, 1997 to Agreement between
International Business Machines Corporation and
LaserSight Incorporated (filed as Exhibit 10.38 to the
Company's Form 10-K for the year ended December 31,
1996*).
Exhibit 2.(iii) Assignment Agreement dated as of August 29, 1997, by
and between International Business Machines Corporation
and LaserSight Patents, Inc. (assignment of Summit
Technology, Inc. license).
Exhibit 2.(iv) Assignment Agreement dated as of August 29, 1997, by
and between International Business Machines Corporation
and LaserSight Patents, Inc. (assignment of VISX, Inc.
license).
Exhibit 2.(v) Assignment Agreement dated as of August 29, 1997, by
and between International Business Machines Corporation
and LaserSight Patents, Inc. (assignment of LaserSight
Incorporated license).
Exhibit 2.(vi) Various assignments wherein International Business
Machines Corporation assigned the U.S. patents and
their foreign counterparts to LaserSight Patents, Inc.
* Incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LaserSight Incorporated
Date: September 15, 1997 By: /s/ Michael R. Farris
-----------------------
Michael R. Farris
Chief Executive Officer
EXHIBIT 2.(iii)
ASSIGNMENT AGREEMENT
--------------------
ASSIGNMENT AGREEMENT dated as of August 29, 1997, by and between
INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (hereinafter
"IBM") and LASERSIGHT PATENTS, INC., a Delaware corporation ("LaserSight").
Background
----------
Pursuant to an agreement dated January 1, 1997 between IBM and
LaserSight Incorporated, the sole stockholder of LaserSight ("Sale Agreement"),
IBM has agreed to assign its right, title and interest in and to, inter alia,
the patent license agreement between IBM and Summit Technology, Inc. dated
February 1, 1992 ("Summit License").
LaserSight Incorporated has requested and directed IBM, and IBM has
agreed, to convey the Summit License to LaserSight.
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Representations. IBM represents and warrants that:
(a) it has the full right and power to assign the Summit License;
(b) there are no outstanding agreements, assignments, or
encumbrances inconsistent with the provisions of this Agreement;
(c) IBM is not in breach of any of its obligations under the Summit
License;
(d) to the actual knowledge of IBM's Intellectual Property &
Licensing Department, Summit is not in breach of any of its obligations under
the Summit License.
2. Assignment of the Summit License. IBM, by this instrument, does
assign, convey, grant, bargain, transfer, set over, deliver and confirm unto
LaserSight, its successors and assigns, forever all right, title and interest in
or to the Summit License and all rights thereunder of every kind and nature
whatsoever other than those rights under Section 10.1 of the Summit License that
are not assignable to LaserSight without the consent of Summit, provided
however, that IBM retains its full right and interest to royalties payable to
IBM accrued by Summit Technology, Inc. under the Summit License prior to January
1, 1997, in particular for the shipment of pre-FDA approval products.
3. Further Assurances. IBM will continue, acknowledge and deliver to
or upon the order of LaserSight, such further instructions of conveyance,
assignment and transfer and take such action as LaserSight may reasonably
request in order to more effectively assign, convey, or transfer to, or perfect
the title or interest of LaserSight in, the Summit License intended to be hereby
assigned.
4. Amendment. This Agreement may not be amended or terminated orally,
and may only be amended or terminated in writing by the parties hereto. This
Agreement shall be binding upon and inure to the parties hereto and their
successors and permitted assigns. All agreements, covenants, provisions,
representations and warranties made herein shall survive the assignment of the
rights of IBM and the Summit License to LaserSight and the performance of all
other provisions of this Agreement.
5. Governing Law. This Agreement shall be construed, and the legal
relations between the parties hereto shall be determined, in accordance with the
laws of the State of Delaware.
6. Headings. The headings in this Agreement are for the convenience
only and shall not limit or otherwise effect any of the provisions hereof.
7. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
The parties hereto have caused this Assignment Agreement to be duly
executed all as of the day and year first above written.
<PAGE>
INTERNATIONAL BUSINESS MACHINES
CORPORATION, a New York corporation
By: /s/ Marshall C. Phelps, Jr.
-------------------------------
Name: Marshall C. Phelps, Jr.
Title: Vice President
Intellectual Property & Licensing
LASERSIGHT PATENTS, INC.,
a Delaware corporation
By: /s/ Michael R. Farris
-------------------------------
Name: Michael R. Farris
Title: President and Chief Executive Officer
EXHIBIT 2.(iv)
ASSIGNMENT AGREEMENT
--------------------
ASSIGNMENT AGREEMENT dated as of August 29, 1997, by and between
INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (hereinafter
"IBM") and LASERSIGHT PATENTS, INC., a Delaware corporation ("LaserSight").
Background
----------
Pursuant to an agreement dated January 1, 1997 between IBM and
LaserSight Incorporated, the sole stockholder of LaserSight ("Sale Agreement"),
IBM has agreed to assign its right, title and interest in and to, inter alia,
the patent license agreement between IBM and VISX, Inc. dated January 1, 1992
("VISX License").
LaserSight Incorporated has requested and directed IBM, and IBM has
agreed, to convey the VISX License to LaserSight.
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Representations. IBM represents and warrants that:
(a) it has the full right and power to assign the VISX License;
(b) there are no outstanding agreements, assignments, or
encumbrances inconsistent with the provisions of this Agreement;
(c) IBM is not in breach of any of its obligations under the VISX
License;
(d) to the actual knowledge of IBM's Intellectual Property &
Licensing Department, VISX is not in breach of any of its obligations under the
VISX License.
2. Assignment of the VISX License. IBM, by this instrument, does does
assign, convey, grant, bargain, transfer, set over, deliver and confirm unto
LaserSight, its successors and assigns, forever all right, title and interest in
or to the VISX License and all rights thereunder of every kind and nature
whatsoever other than those rights under Section 10.1 of the VISX License that
are not assignable to LaserSight without the consent of VISX, provided however,
that IBM retains its full right and interest to royalties payable to IBM accrued
by VISX, Inc. under the VISX License prior to January 1, 1997, in particular for
the shipment of pre-FDA approval products.
3. Further Assurances. IBM will execute, acknowledge and deliver to or
upon the order of LaserSight, such further instructions of conveyance,
assignment and transfer and take such action as LaserSight may reasonably
request in order to more effectively assign, convey, or transfer to, or perfect
the title or interest of LaserSight in the VISX License intended to be hereby
assigned.
4. Amendments. This Agreement may not be amended or terminated orally,
and may only be amended or terminated in writing by the parties hereto. This
Agreement shall be binding upon and inure to the parties hereto and their
successors and permitted assigns. All agreements, covenants, provisions,
representations and warranties made herein shall survive the assignment of the
rights of IBM and the VISX License to LaserSight and the performance of all
other provisions of this Agreement.
5. Governing Law. This Agreement shall be construed, and the legal
relations between the parties hereto shall be determined in accordance with the
laws of the State of Delaware.
6. Headings. The headings in this Agreement are for convenience only
and shall not limit or otherwise effect any of the provisions hereof.
7. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
The parties hereto have caused this Assignment Agreement to be duly
executed all as of the day and year first above written.
<PAGE>
INTERNATIONAL BUSINESS MACHINES
CORPORATION, a New York corporation
By: /s/ Marshall C. Phelps, Jr.
-------------------------------
Name: Marshall C. Phelps, Jr.
Title: Vice President
Intellectual Property & Licensing
LASERSIGHT PATENTS, INC.,
a Delaware corporation
By: /s/ Michael R. Farris
-------------------------------
Name: Michael R. Farris
Title: President and Chief Executive Officer
EXHIBIT 2.(v)
ASSIGNMENT AGREEMENT
--------------------
ASSIGNMENT AGREEMENT dated as of August 29, 1997, by and between
INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (hereinafter
"IBM") and LASERSIGHT PATENTS, INC., a Delaware corporation ("LaserSight").
Background
----------
Pursuant to an agreement dated January 1, 1997 between IBM and
LaserSight Incorporated, the sole stockholder of LaserSight ("Sale Agreement"),
IBM has agreed to grant LaserSight Incorporated a fully paid license on certain
patents.
In order to satisfy requirements of certain investors, LaserSight
Incorporated has requested and directed IBM, and IBM has agreed, to convey the
LaserSight License to LaserSight.
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Representations. IBM represents and warrants that:
(a) it has the full right and power to assign the LaserSight
License;
(b) there are no outstanding agreements, assignments, or
encumbrances inconsistent with the provisions of this Agreement;
(c) IBM is not in breach of any of its obligations under the
LaserSight License;
(d) to the actual knowledge of IBM's Intellectual Property &
Licensing Department, LaserSight is not in breach of any of its obligations
under the LaserSight License.
2. Assignment of the LaserSight License. IBM, by this instrument, does
assign, convey, grant, bargain, transfer, set over, deliver and confirm unto
LaserSight, its successors and assigns, forever all right, title and interest in
or to the LaserSight License and all rights thereunder of every kind and nature
whatsoever other than those rights under Section 10.1 of the LaserSight License
that are not assignable to LaserSight without the consent of LaserSight
Incorporated, provided however, that IBM retains its full right and interest to
royalties payable to IBM accrued by LaserSight Incorporated under the LaserSight
License prior to January 1, 1997, in particular for the shipment of pre-FDA
approval products.
3. Further Assurances. IBM will execute, acknowledge and deliver to or
upon the order of LaserSight, such further instructions of conveyance,
assignment and transfer and take such action as LaserSight may reasonably
request in order to more effectively assign, convey, or transfer to, or perfect
the title or interest of LaserSight, in the LaserSight License intended to be
hereby assigned.
4. Amendments. This Agreement may not be amended or terminated orally,
and may only be amended or terminated in writing by the parties hereto. This
Agreement shall be binding upon and inure to the parties hereto and their
successors and permitted assigns. All agreements, covenants, provisions,
representations and warranties made herein shall survive the assignment of the
rights of IBM and the LaserSight License to LaserSight and the performance of
all other provisions of this Agreement.
5. Governing Law. This Agreement shall be construed, and the legal
relations between the parties hereto shall be determined, in accordance with the
laws of the State of Delaware.
6. Headings. The headings in this Agreement are for the convenience
only and shall not limit or otherwise effect any of the provisions hereof.
7. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
The parties hereto have caused this Assignment Agreement to be duly
executed all as of the day and year first above written.
<PAGE>
INTERNATIONAL BUSINESS MACHINES
CORPORATION, a New York corporation
By: /s/ Marshall C. Phelps, Jr.
-------------------------------
Name: Marshall C. Phelps, Jr.
Title: Vice President
Intellectual Property & Licensing
LASERSIGHT PATENTS, INC.,
a Delaware corporation
By: /s/ Michael R. Farris
-------------------------------
Name: Michael R. Farris
Title: President and Chief Executive Officer
EXHIBIT 2. (vi)
A S S I G N M E N T
OF ISSUED U.S. PATENT
---------------------
WHEREAS, INTERNATIONAL BUSINESS MACHINES CORPORATION (hereinafter
ASSIGNOR) duly organized and existing under the laws of the State of New York,
and having its principal office at 500 Columbus Avenue, Thornwood, New York
10594 is the owner of the following United States Patent:
Inventor(s) Patent No. Issue Date Title
- ----------- ---------- ---------- -----
Blum et al. 4,784,135 Nov. 15, 1988 Far Ultraviolet Surgical And
Dental Procedures
ASSIGNOR does, for adequate consideration received from LASERSIGHT PATENTS, INC.
(hereinafter ASSIGNEE) duly organized and existing under the laws of the State
of Delaware, and having its principal office at 12161 Lackland Road, St. Louis,
Missouri 63146 acknowledge receipt of such consideration and hereby sells,
assigns and transfers unto ASSIGNEE, its successors and assigns, the entire
right, title and interest in, to and under each said Letters Patent, including,
though not in way of limitation, all rights of recovery for past infringement
thereof.
AND said ASSIGNOR agrees, upon request of said ASSIGNEE, and without further
remuneration, to execute any and all papers desired by the said ASSIGNEE for
perfecting title of the patents hereby assigned.
EXECUTED this 29th day of August 1997.
INTERNATIONAL BUSINESS
MACHINES CORPORATION SEAL
By /s/ Marshall C. Phelps, Jr. In the presence of: /s/ Grazia T. Micewicz
--------------------------- ----------------------
Name: Marshall C. Phelps, Jr. Name: Grazia T. Micewicz
Title: Vice President,
Intellectual Property & Licensing
<PAGE>
A S S I G N M E N T
OF ISSUED U.S. PATENT
WHEREAS, INTERNATIONAL BUSINESS MACHINES CORPORATION (hereinafter
ASSIGNOR) duly organized and existing under the laws of the State of New York,
and having its principal office at 500 Columbus Avenue, Thornwood, New York
10594 is the owner of the following United States Patent:
Inventor(s) Patent No. Issue Date Title
- ----------- ---------- ---------- -----
Braren et al. 4,925,523 May 15, 1990 Enhancement of Ultraviolet Laser
Ablation And Etching Organic Solids
ASSIGNOR does, for adequate consideration received from LASERSIGHT PATENTS, INC.
(hereinafter ASSIGNEE) duly organized and existing under the laws of the State
of Delaware, and having its principal office at 12161 Lackland Road, St. Louis,
Missouri 63146 acknowledge receipt of such consideration and hereby sells,
assigns and transfers unto ASSIGNEE, its successors and assigns, the entire
right, title and interest in, to and under each said Letters Patent, including,
though not in way of limitation, all rights of recovery for past infringement
thereof.
AND said ASSIGNOR agrees, upon request of said ASSIGNEE, and without further
remuneration, to execute any and all papers desired by the said ASSIGNEE for
perfecting title of the patents hereby assigned.
EXECUTED this 29th day of August 1997.
INTERNATIONAL BUSINESS
MACHINES CORPORATION SEAL
By /s/ Marshall C. Phelps, Jr. In the presence of: /s/ Grazia T. Micewicz
--------------------------- ----------------------
Name: Marshall C. Phelps, Jr. Name: Grazia T. Micewicz
Title: Vice President,
Intellectual Property & Licensing
<PAGE>
ASSIGNMENT
----------
(Australia)
WHEREAS, INTERNATIONAL BUSINESS MACHINES CORPORATION (hereinafter
ASSIGNOR) duly organized and existing under the laws of the State of New York,
and having its principal office at 500 Columbus Avenue, Thornwood, New York, USA
10594 is the owner of the following Australian Patents:
PATENT NO.
----------
570,225
598,135
ASSIGNOR does, for adequate consideration received from LASERSIGHT PATENTS, INC.
(hereinafter ASSIGNEE) duly organized and existing under the laws of the State
of Delaware, and having its principal office at 12161 Lackland Road, St. Louis,
Missouri, USA 63146 acknowledge receipt of such consideration and hereby sells,
assigns and transfers unto ASSIGNEE, its successors and assigns, the entire
right, title and interest in, to and under each said Letters Patent, including,
though not in way of limitation, all rights of recovery for past infringement
thereof.
AND said ASSIGNOR agrees, upon request of said ASSIGNEE, and without further
remuneration, to execute any and all papers desired by the said ASSIGNEE for
perfecting title of the patents hereby assigned.
EXECUTED this 29th day of August 1997.
INTERNATIONAL BUSINESS
MACHINES CORPORATION SEAL
By /s/ Marshall C. Phelps, Jr. In the presence of: /s/ Grazia T. Micewicz
----------------------------- ----------------------
Name: Marshall C. Phelps, Jr. Name: Grazia T. Micewicz
Title: Vice President,
Intellectual Property & Licensing
<PAGE>
ASSIGNMENT DOCUMENT
(Brazil)
By this instrument INTERNATIONAL BUSINESS MACHINE CORPORATION, a US corporation
established at the State of New York,
before the two witnesses qualified below, assigns and transfers all rights,
title and interest concerning the Brazilian patent PI 8306654 filed on December
2, 1983
to LASERSIGHT PATENTS, INC., a US corporation, established at the State of
Delaware.
Date/Data:
Place/Local:
/s/ Marshall C. Phelps, Jr. /s/ Michael R. Farris
- ------------------------------ ----------------------
INTERNATIONAL BUSINESS MACHINE LASERSIGHT PATENTS, INC.
CORPORATION
Assignor/Cedente
Name/Nome: Marshall C. Phelps, Jr. Assignee/CESSIONARIO
Nationality/Nacionalidade: Name/Nome: Michael R. Farris
Occupation/Cargo: Vice President Nationality/Nacionalidade:
Intellectual Prperty & Licensing Occupation/Cargo: President & CEO
/s/ Kim Shedlin /s/ Grazia T. Micewicz
- --------------- ----------------------
Witness/Testemunha: Witness/Testemunha:
Name/Nome: Kim Shedlin Name/Nome: Grazia T. Micewicz
Nationality/Nacionalidade: Nationality/Nacionalidade:
Occupation/Cargo: Executive Secretary Occupation/Cargo: Executive Secretary
Adress/Endereco: IBM Corporation Adress/Endereco:IBM Corporation
500 Columbus Ave. 500 Columbus Ave.
Thornwood, NY 10594 Thornwood, NY 10594
<PAGE>
ASSIGNMENT
----------
(Canada)
WHEREAS, INTERNATIONAL BUSINESS MACHINES CORPORATION (hereinafter
ASSIGNOR) duly organized and existing under the laws of the State of New York,
and having its principal office at 500 Columbus Avenue, Thornwood, New York, USA
10594 is the owner of the following Canadian Patent:
PATENT NO.
----------
1,238,690
ASSIGNOR does, for adequate consideration received from LASERSIGHT PATENTS, INC.
(hereinafter ASSIGNEE) duly organized and existing under the laws of the State
of Delaware, and having its principal office at 12161 Lackland Road, St. Louis,
Missouri, USA 63146 acknowledge receipt of such consideration and hereby sells,
assigns and transfers unto ASSIGNEE, its successors and assigns, the entire
right, title and interest in, to and under each said Letters Patent, including,
though not in way of limitation, all rights of recovery for past infringement
thereof.
AND said ASSIGNOR agrees, upon request of said ASSIGNEE, and without further
remuneration, to execute any and all papers desired by the said ASSIGNEE for
perfecting title of the patents hereby assigned.
EXECUTED this 29th day of August 1997.
INTERNATIONAL BUSINESS
MACHINES CORPORATION SEAL
By /s/ Marshall C. Phelps, Jr. In the presence of: /s/ Grazia T. Micewicz
--------------------------- ----------------------
Name: Marshall C. Phelps, Jr. Name: Grazia T. Micewicz
Title: Vice President,
Intellectual Property & Licensing
<PAGE>
ASSIGNMENT
----------
(Europe)
WHEREAS, INTERNATIONAL BUSINESS MACHINES CORPORATION (hereinafter
ASSIGNOR) duly organized and existing under the laws of the State of New York,
and having its principal office at 500 Columbus Avenue, Thornwood, New York, USA
10594 is the owner of the following European Patents corresponding to European
Patent No. 365,754:
COUNTRY PATENT NO.
------- ----------
France 365,754
Germany 68919328.9
United Kingdom 365,754
ASSIGNOR does, for adequate consideration received from LASERSIGHT PATENTS, INC.
(hereinafter ASSIGNEE) duly organized and existing under the laws of the State
of Delaware, and having its principal office at 12161 Lackland Road, St. Louis,
Missouri, USA 63146 acknowledge receipt of such consideration and hereby sells,
assigns and transfers unto ASSIGNEE, its successors and assigns, the entire
right, title and interest in, to and under each said Letters Patent, including,
though not in way of limitation, all rights of recovery for past infringement
thereof.
AND said ASSIGNOR agrees, upon request of said ASSIGNEE, and without further
remuneration, to execute any and all papers desired by the said ASSIGNEE for
perfecting title of the patents hereby assigned.
EXECUTED this 29th day of August 1997.
INTERNATIONAL BUSINESS
MACHINES CORPORATION SEAL
By /s/ Marshall C. Phelps, Jr. In the presence of: /s/ Grazia T. Micewicz
--------------------------- ----------------------
Name: Marshall C. Phelps, Jr. Name: Grazia T. Micewicz
Title: Vice President,
Intellectual Property & Licensing
<PAGE>
ASSIGNMENT
----------
(Europe)
WHEREAS, INTERNATIONAL BUSINESS MACHINES CORPORATION (hereinafter
ASSIGNOR) duly organized and existing under the laws of the State of New York,
and having its principal office at 500 Columbus Avenue, Thornwood, New York, USA
10594 is the owner of the following European Patents corresponding to European
Patent No. 111,060:
COUNTRY PATENT NO.
------- ----------
Austria 28,974
Belgium 111,060
France 111,060
Germany 3,373,055
Italy 111,060
Spain 850 4444 (application no. 527,415)
Sweden 111,060
Switzerland 111,060
United Kingdom 111,060
ASSIGNOR does, for adequate consideration received from LASERSIGHT PATENTS, INC.
(hereinafter ASSIGNEE) duly organized and existing under the laws of the State
of Delaware, and having its principal office at 12161 Lackland Road, St. Louis,
Missouri, USA 63146 acknowledge receipt of such consideration and hereby sells,
assigns and transfers unto ASSIGNEE, its successors and assigns, the entire
right, title and interest in, to and under each said Letters Patent, including,
though not in way of limitation, all rights of recovery for past infringement
thereof.
AND said ASSIGNOR agrees, upon request of said ASSIGNEE, and without further
remuneration, to execute any and all papers desired by the said ASSIGNEE for
perfecting title of the patents hereby assigned.
EXECUTED this 29th day of August 1997.
INTERNATIONAL BUSINESS
MACHINES CORPORATION SEAL
By /s/ Marshall C. Phelps, Jr In the presence of: /s/ Grazia T. Micewicz
--------------------------- ----------------------
Name: Marshall C. Phelps, Jr. Name: Grazia T. Micewicz
Title: Vice President, Intellectual Property & Licensing
<PAGE>
DEED OF ASSIGNMENT
(Japan)
We, INTERNATIONAL BUSINESS MACHINES CORPORATION, of the United
States of America in the State of New York do hereby declare that we assigned
the entire rights in and relating to the following Japanese patents unto
LASERSIGHT PATENTS, INC. of the United States in the State of Delaware
effectively on the 29th day of August 1997;
Japanese Patent Nos.
--------------------
1,838,057
2,502,768
Dated this 29th day of August 1997
By: /s/ Marshall C. Phelps, Jr.
------------------------------
Marshall C. Phelps, Jr.
Vice President, Intellectual Property & Licensing
