LICENSE DEVELOPMENT AND MARKETING AGREEMENT
This Second Amendment to License, Development and Marketing Agreement (“Second Amendment”) dated as of
December 24, 2008 between Inspire and Allergan.
Whereas the undersigned entered into a License, Development and Marketing Agreement dated as of June 22, 2001, as
amended December 8, 2003 (“Agreement)”; and
Whereas the undersigned wish to amend the Agreement as follows:
1. Inspire shall cease co-promoting Restasis ™ (as previously elected under Section 7.3(c)) as of December 31, 2008.
2. Section 7.3(c) shall be deleted in its entirety.
3. Section 7.3(d) shall be deleted in its entirety and replaced by the following new Section 7.3(d).
(d) In addition to the rights set forth in Section 7.3(a) and (b), in the event that the JDC decides to terminate the
Development Program for all Inspire Products in the U.S. in accordance with its responsibilities under Section 3.2(a) of this
Agreement (the “Program Termination”), Inspire shall have the right to co-promote Restasis ™ . Such right must be elected by
Inspire by providing written notice of such election to Allergan no later than sixty (60) days after the Program Termination. The
co-promotion of Restasis ™ shall be subject to the following:
(i) Within six (6) months of such Program Termination, Inspire shall provide for each quarter during such co-
promotion, an average of twenty percent (20%) of the budgeted Allergan sales force effort, as set forth in the latest Marketing
Plan provided to the JCC for Restasis ™ , based on the number of Allergan Full-Time Sales Representatives in the U.S.
(ii) In the event that during any two (2) calendar quarters thereafter Inspire fails to provide an average of
twenty (20%) of Allergan’s budgeted sales force effort as required hereunder, Inspire shall have one (1) calendar quarter to cure
such failure. If Inspire is unable to cure such failure during the calendar quarte