CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
LICENSE, MANUFACTURING AND SUPPLY AGREEMENT
This Agreement ("AGREEMENT") is made and entered into on February 5, 2002 (the "EFFECTIVE DATE")
by and between:
1. Shearwater Corporation, having its principal place of business at 490 Discovery Drive, Huntsville, Alabama,
2. Eyetech Pharmaceuticals, Inc., 666 Fifth Avenue, 35th Floor, New York, New York, 10103, U.S.A.
A. EYETECH is in the business of developing pharmaceutical products, including in particular a vascular
endothelial growth factor antagonist designated as EYE001, as defined below.
B. SHEARWATER has PEGylation technology, including in particular the LICENSED TECHNOLOGY, for the
formulation of pharmaceutical products for the treatment of human and animal disease which typically, among
other benefits, have increased circulating lifetimes and enhanced therapeutic utility.
C. SHEARWATER has certain rights and rights to sublicense under ENZON PATENTS to make, have made,
use, sell, have sold and import products pursuant to a Cross-License Agreement ("CROSS-LICENSE
AGREEMENT") entered into with Enzon, Inc. ("ENZON") on January 7, 2002.
D. EYETECH wishes to use the LICENSED TECHNOLOGY and may wish to practice technology covered by
SHEARWATER'S rights under the CROSS-LICENSE AGREEMENT in order to apply the REAGENT to
EYE001 to produce the formulation of the PRODUCT.
E. EYETECH desires to obtain an exclusive license to the LICENSED TECHNOLOGY from SHEARWATER
to develop, market and sell the PRODUCT throughout the
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TERRITORY, and SHEARWATER desires to grant such license to EYETECH under the terms and conditions
F. Furthermore, SHEARWATER is also engaged in the business of manufacturing bulk quantities of
pharmaceutical raw materials, and possesses the requisite plant, equipment and personnel to produce