Collaboration Agreement - OSI PHARMACEUTICALS INC - 3-16-2006

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Collaboration Agreement - OSI PHARMACEUTICALS INC - 3-16-2006 Powered By Docstoc
					EXHIBIT 10.52 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. COLLABORATION AGREEMENT BY AND BETWEEN PFIZER INC. AND EYETECH PHARMACEUTICALS, INC. DATED AS OF DECEMBER 17, 2002

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS.................................................................................... ARTICLE 2 CO-PROMOTION OF PRODUCTS IN THE US TERRITORY................................................... 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 Co-Promotion................................................................................... License Grants................................................................................. Compliance With Law............................................................................ Detailing Obligations.......................................................................... Training....................................................................................... Promotional Materials and Call Center Communications........................................... Samples........................................................................................ Distribution and Booking of Sales.............................................................. Contract Sales Forces.......................................................................... Delivery Technology Development Agreement.....................................................

ARTICLE 3 MANAGEMENT OF ALLIANCE......................................................................... 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 Committee/Subcommittees........................................................................ Meetings....................................................................................... Clinical Development/Regulatory Subcommittee................................................... Commercialization Subcommittee................................................................. Manufacturing Subcommittee..................................................................... Joint Operating Committee...................................................................... Deadlocks...................................................................................... Limitation on Decision-Making Authority........................................................

ARTICLE 4 CLINICAL AND REGULATORY MATTERS................................................................ 4.1 4.2 4.3 4.4 Clinical and Regulatory Matters in the US Territory............................................ Clinical and Regulatory Matters in the ROW Territory........................................... Inquiries, Adverse Events, etc. ............................................................... Pfizer's Performance of Regulatory Services Agreement Obligations..............................

ARTICLE 5 PRODUCT DEVELOPMENT............................................................................ 5.1 5.2 5.3 ARTICLE 6 6.1 6.2 6.3 6.4 6.5 Development Plan and Budget.................................................................... AMD Product and DME Product Development........................................................ Development of Products for Additional Indications in the Field................................ LAUNCH, CO-PROMOTION AND DETAILING............................................................ Co-Promotion of Products....................................................................... Marketing Plan and Budget...................................................................... Detailing...................................................................................... Detailing Reports.............................................................................. Detail Shortfalls..............................................................................

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6.6 6.7 6.8 6.9 6.10 6.11 6.12 6.13 Sales Force Responsibilities................................................................... Product Information............................................................................ Orders......................................................................................... Audit.......................................................................................... Third Party Reports........................................................................... Medical Claims................................................................................ Manufacturing................................................................................. Customer Support..............................................................................

ARTICLE 7 PAYMENT PROVISIONS............................................................................. 7.1 7.2 Payment Currency............................................................................... Payments.......................................................................................

ARTICLE 8 EXPENSE SHARING AND COMPENSATION............................................................... 8.1 8.2 8.3 8.4 8.5 8.6 8.7 Sharing of Development Costs................................................................... Responsibility for Regulatory Costs............................................................ Responsibility for Cost of Goods Sold.......................................................... Responsibility for Marketing Expenses.......................................................... Net Sales Reports.............................................................................. Quarterly Reconciliation of Net Sales and Expenses............................................. Offset.........................................................................................

ARTICLE 9 ACCOUNTING AND REPORTS......................................................................... 9.1 9.2 9.3 ARTICLE 10 10.1 10.2 10.3 10.4 ARTICLE 11 11.1 11.2 ARTICLE 12 12.1 12.2 12.3 12.4 12.5 12.6 12.7 12.8 12.9 Books and Records.............................................................................. Audits......................................................................................... Sales Force Efforts............................................................................ INTELLECTUAL PROPERTY RIGHTS AND LABELING.................................................... Trademark and Corporate Logos................................................................. Copyrights and Proprietary Programs........................................................... Developments.................................................................................. Third Party Agreements........................................................................ CONFIDENTIAL INFORMATION..................................................................... Treatment of Confidential Information......................................................... Confidential Information...................................................................... REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION.............................................. Eyetech's Representations..................................................................... Pfizer's Representations...................................................................... No Warranties................................................................................. General Indemnification in Favor of Pfizer.................................................... General Indemnification in Favor of Eyetech................................................... Product Liability and Intellectual Property Infringement Indemnification...................... "Losses"...................................................................................... No Consequential or Punitive Damages.......................................................... General Indemnification Procedures............................................................

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ARTICLE 13 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 ARTICLE 14 14.1 14.2 14.3 TERM AND TERMINATION......................................................................... Term.......................................................................................... Termination for Breach........................................................................ HSR Denial.................................................................................... Detail Shortfalls............................................................................. Breach of Non-Competition Obligations......................................................... Changes of Control............................................................................ Termination of License Agreement.............................................................. Sales Threshold Termination................................................................... Survival of Obligations....................................................................... NON-COMPETITION; DETAILING SERVICES AGREEMENT................................................ Non-Competition............................................................................... Acquisitions Involving Competing Products..................................................... Detailing Services Agreement; Additional Agreements...........................................

14.3 ARTICLE 15 15.1 15.2 ARTICLE 16 16.1 16.2 16.3

Detailing Services Agreement; Additional Agreements........................................... DISPUTE RESOLUTION........................................................................... Arbitration................................................................................... No Limitation................................................................................. HSR MATTERS.................................................................................. HSR Filings................................................................................... HSR Cooperation; Further Assurances........................................................... Activities Prior to the Effective Date........................................................

ARTICLE 17 MISCELLANEOUS................................................................................. 17.1 17.2 17.3 17.4 17.5 17.6 17.7 17.8 17.9 17.10 17.11 17.12 17.13 17.14 17.15 17.16 17.17 17.18 Governing Law................................................................................. Jurisdiction.................................................................................. Waiver........................................................................................ Notices....................................................................................... Entire Agreement.............................................................................. Headings...................................................................................... Severability.................................................................................. Registration and Filing of the Agreement...................................................... Assignment.................................................................................... Successors and Assigns........................................................................ Divestiture by Pfizer......................................................................... Counterparts.................................................................................. Force Majeure................................................................................. Non-Solicitation of Employees................................................................. Press Releases and Other Disclosures......................................................... Third-Party Beneficiaries.................................................................... Relationship of the Parties.................................................................. Performance and Compliance by Affiliates.....................................................

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EXHIBIT EXHIBIT EXHIBIT EXHIBIT 1.20 1.52 2.5 3.4(d) Group/Joint Details Call Center Costs Sales Force Training Program Matters where Eyetech Possesses Special Expertise or has Special Relationships Initially Planned Phase III(b)/IV Product Studies Development Programs for the AMD Product and the DME Product AMD Agreed Development Costs and the DME Agreed Development Costs Marketing Budgets and Detailing Requirements Pre-Existing Clinical Supply Agreements Third Party Agreements Certain Product Liability Matters Eyetech 2002 Clinical Supply Costs Certain Third Party Intellectual Property Joint Press Release Permitted Disclosures

EXHIBIT 3.4(e) EXHIBIT 5.1(a) EXHIBIT 5.1(b) EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT 6.2 6.12(a) 10.4 12.6(a)(iii) 12.6(b)(iii)(A) 12.6(b)(iii)(B) 17.15 17.15(c)

iv COLLABORATION AGREEMENT THIS COLLABORATION AGREEMENT dated as of December 17, 2002 (the "Execution Date"), between Pfizer Inc. ("Pfizer"), a corporation organized under the laws of the State of Delaware, having a business address at 235 East 42nd Street, New York, New York 10017-5755, and Eyetech Pharmaceuticals, Inc. ("Eyetech"), a corporation organized under the laws of the State of Delaware, having a business address at 500 Seventh Avenue, 18th Floor, New York, New York 10018. WHEREAS, the Parties have executed the Other Product-Related Agreements (as defined below) with respect to the aptamer known as Macugen; WHEREAS, the Parties have also executed the Equity Agreements (as defined below) with respect to purchases

WHEREAS, the Parties have also executed the Equity Agreements (as defined below) with respect to purchases of shares of Eyetech capital stock that have been and/or will be made from Eyetech by Pfizer, Pfizer Ireland Pharmaceuticals, a Pfizer Affiliate organized under the laws of the Republic of Ireland ("Pfizer Ireland"), and/or another Pfizer Affiliate designated by Pfizer; WHEREAS, the Parties have also executed the Detailing Services Agreement (as defined below); and WHEREAS, the Parties would like to set forth the terms and conditions pursuant to which they will collaborate in connection with the worldwide development and commercialization of products containing or based on the Macugen aptamer and with respect to certain other matters as described in this Agreement and in the Other Product-Related Agreements. NOW, THEREFORE, the Parties agree as follows:

ARTICLE 1 DEFINITIONS The following terms, whether used in the singular or plural, shall have the following meanings: 1.1 "Act" means both the United States Food, Drug and Cosmetic Act, as amended, and the regulations promulgated under the foregoing. 1.2 "Affiliate" means any Person directly or indirectly controlled by, controlling or under common control with, a Party, but only for so long as such control shall continue. For purposes of this definition, "control" (including, with correlative meanings, "controlled by", "controlling" and "under common control with") means, with respect to a Person, possession, direct or indirect, of (a) the power to direct or cause direction of the management and policies of such Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), or (b) at least 50% of the voting securities (whether directly or pursuant to any option, warrant or other similar arrangement) or other comparable equity interests. For the avoidance of doubt, neither of the Parties shall be deemed to be an "Affiliate" of the other. 1.3 "AMD Product" means a Product developed for use in the treatment of age-related macular degeneration. 1.4 "API Bulk Drug Substance Supplier" means a third-party supplier of active pharmaceutical ingredient bulk drug substance for Products with which Eyetech or Pfizer enters into a supply agreement pursuant to Section 6.12. 1.5 "Approval" means receipt from FDA of approval to market a drug product in the US Territory. 2 1.6 "Bankruptcy Code" means 11 USC Sections 101-1330, as amended. 1.7 "beneficial ownership" (and other correlative terms) by a Person means, with respect to any security: (a) such Person or any of such Person's Affiliates directly or indirectly owns such security; (b) such Person or any of such Person's Affiliates has the right to acquire such security (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; or (c) ownership, direct or indirect, by any other Person with which such Person or any of such Person's Affiliates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of such security; provided, however, that a Person shall not be deemed to have beneficial ownership of any security by virtue of an agreement, arrangement or understanding to vote such security that arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Securities Exchange Act of 1934, as amended. 1.8 "Business Day" means a day that is not a Saturday, Sunday or a day on which banking institutions in New

1.8 "Business Day" means a day that is not a Saturday, Sunday or a day on which banking institutions in New York, New York are authorized by Law to remain closed. 1.9 "Call Center" means the call center to be established by Pfizer and substantially dedicated to receiving and answering Product-related inquiries and complaints from or on behalf of, as applicable, Product-users, physicians, managed care organizations, and others residing in the US Territory. 3 1.10 "Change in Control" means, with respect to a Party, an event where: (a) any Person or group of Persons (as the term "group" is interpreted pursuant to Rule 13d-5 under the Securities Exchange Act of 1934, as amended) acquires beneficial ownership of capital stock of the Party (other than (x) directly from such Party or (y) from underwriter(s) of such Party's capital stock in a public offering) entitling the holder(s) thereof to at least a majority of the voting power of the then outstanding capital stock of such Party with respect to the election of directors of such Party, or (b) the Party enters into a merger, consolidation, reorganization or similar transaction with another Person (the "Acquiring Corporation") in which less than a majority of the voting power of the outstanding capital stock of such Party (if it is the surviving entity) or of the Acquiring Corporation (if it is the surviving entity) with respect to the election of directors following such transaction is held by Persons who were shareholders of such Party immediately prior to such transaction, or (c) the Party sells to any Person(s) in one or more related transactions properties or assets representing all or substantially all of the properties and assets of such Party. 1.11 "CMC" means the chemistry, manufacturing and controls section of the Product NDA. 1.12 "Code" or "Codes" means the Code on Interactions with Healthcare Professionals promulgated by the Pharmaceutical Research and Manufacturers of America (PhRMA), the American Medical Association Guidelines on Gifts to Physicians, and the PhRMA Principles on Conduct of Clinical Trials and Communication of Clinical Trial Results, as any of the foregoing may be amended. 4 1.13 "Commercially Reasonable Efforts" means, with respect to a Product, commercially reasonable efforts, which in no event will be less than the efforts the Party required to make such efforts generally uses (as applicable in the context used in this Agreement) in developing, seeking Approvals, manufacturing, promoting, detailing and marketing its other pharmaceutical products (if any) that are comparable to such Product, taking into account product labeling or anticipated labeling, market potential, past performance (if any), economic return potential, medical and clinical considerations, the regulatory environment, and competitive market conditions in the therapeutic area, all as measured by the facts and circumstances at the time such efforts are due. 1.14 "Competing Product" means [**]. 1.15 "Consumer Price Index" or "CPI" means the Consumer Price Index - Urban Wage Earners and Clerical Workers, U.S. City Average, All Items, 1982-84 = 100, published by the United States Department of Labor, Bureau of Statistics (or its successor equivalent index). 1.16 "Co-Promotion" means the joint marketing and promotion (including without limitation Detailing) of the Products in the US Territory as described in Article 6. "Co-Promote" when used as a verb shall mean to engage in the activities described in Article 6. 1.17 "Co-Promotion Budget" is defined in Section 6.2. 1.18 "Co-Promotion Term" means the period from the Effective Date until the later of (a) the expiration of the last to expire Valid Claim (as such term is defined in the License Agreement) in the United States of America and (b) 15 years after Launch of the last Product in the US Territory, unless sooner terminated as provided in this

(b) 15 years after Launch of the last Product in the US Territory, unless sooner terminated as provided in this Agreement. 1.19 "Cost of Goods Sold" means Manufacturing Costs plus or minus an adjustment to be mutually agreed by the Parties from time to time for variances between the standard cost 5 component(s) of Manufacturing Costs and the actual costs incurred by the Parties that such standard cost component(s) are intended to cover. 1.20 "Detail" means a face-to-face contact of either an Eyetech or Pfizer Sales Representative, as the case may be, with a medical professional with prescribing authority during which scientific and/or medical information about a Product is discussed. A Detail does not include a reminder or sample drop. With respect to certain group or institutional presentations, or joint details by Sales Representatives of both parties, Exhibit 1.20 sets forth how such presentations will be counted for determination of the number of Details. Details shall be measured by each Party's internal recording of such activity, provided that such measurement shall be on the same basis as the recording Party's measurement for its sales representatives detailing of such recording Party's other products (if any), consistently applied throughout the Co-Promotion Term. When used as a verb, the term "Detailing" means to engage in the activity of a Detail. 1.21 "Detailing Services Agreement" means the Detailing Services Agreement dated as of the Execution Date between the Parties relating to an arrangement by which Eyetech may, at its option, detail for Pfizer on a contract basis Xalatan, Xalcom, and any other products approved for use in the Field containing latanoprost as an active ingredient, including without limitation Xalatan and Xalcom life-cycle products, that are owned by Pfizer or its Affiliates. 1.22 "Detailing Report" is defined in Section 6.4. 1.23 "Detail Requirement" means the number of Details that each Party's Sales Representatives are required to perform in the US Territory pursuant to a Marketing Plan. 1.24 "Development Costs" means the costs, including without limitation Out-of-Pocket Costs in relation to the preclinical and clinical development of Products and the conduct 6 of Product Studies and direct and identifiable variable personnel costs in relation to preclinical development of Products and the conduct of preclinical Product Studies, as set forth in each relevant Development Plan; provided, however, Development Costs shall not include any (a) Out-of-Pocket Costs paid by either Party prior to December 1, 2002, (b) [**], or (c) except for direct and identifiable variable personnel costs explicitly provided for in this Section 1.24, Internal Costs. In addition, Development Costs shall include Out-of-Pocket Costs and direct and identifiable variable personnel costs of (w) manufacturing clinical supplies of Products, (x) process development for clinical and commercial scale manufacture of Products, including without limitation manufacturing process optimization in accordance with Section 6.12(h), (y) stability studies and (z) providing manufacturing transition support in accordance with Section 6.12. 1.25 "Development Plan" is defined in Section 5.1. 1.26 "Distribution Agreement" means the Distribution Agreement dated as of the Execution Date between the Parties relating to the provision by Pfizer of Product distribution services in the US Territory on a contract basis for Eyetech. 1.27 "DME Product" means a Product developed for use in the treatment of diabetic macular edema. 1.28 "DOJ" means the United States Department of Justice.

1.28 "DOJ" means the United States Department of Justice. 1.29 "Effective Date" means the HSR Clearance Date. 1.30 "Equity Agreements" means (a) the Series D Preferred Stock Purchase Agreement dated as of the Execution Date, to which the Parties and Pfizer Ireland are parties, and (b) the Amended and Restated Investors' Rights Agreement, the Amended and Restated Right of First 7 Refusal and Co-Sale Agreement and the Amended and Restated Voting Agreement, each to be entered into by Eyetech and Pfizer Ireland after the Execution Date in accordance with the aforementioned Series D Preferred Stock Purchase Agreement. 1.31 "FDA" means the United States Food and Drug Administration and any successor agency thereto. 1.32 "Field" means the prevention, treatment or control of all ophthalmic diseases or conditions. 1.33 "Fill and Finish Services Supplier" means a third party supplier of fill and finish services necessary to produce Products in finished (i.e., ready for administration to patients) form for sale in the US Territory with which Eyetech or Pfizer enters into an agreement pursuant to Section 6.12. 1.34 "First Approval" means the first Approval of a Product. 1.35 "FTC" means the United States Federal Trade Commission. 1.36 "Funded Inventory Build Costs" means the amount of pre-Launch Manufacturing Costs funded by each of the Parties pursuant to Section 6.12(f). Each Party's Funded Inventory Build Costs shall be increased by amounts funded pursuant to Section 6.12(f) and reduced by the Inventory Build Credit applied pursuant to Section 8.3. 1.37 "GAAP" means accounting principles generally accepted in the United States of America. 1.38 "GMP" means the Good Manufacturing Practices regulations promulgated by the FDA under the Act as of the time of manufacture of the applicable Products. 1.39 "Governmental Authority" means any court, agency, department or other instrumentality of any foreign, federal, state, county, city or other political subdivision. 8 1.40 "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (15 U.S.C. Sec. 18a), and the rules and regulations promulgated thereunder. 1.41 "HSR Clearance" means either (a) early termination of the applicable waiting period under the HSR Act with respect to the HSR Filings or (b) expiration of the applicable waiting period under the HSR Act with respect to the HSR Filings. 1.42 "HSR Clearance Date" means the earlier of (a) the date on which the FTC or DOJ shall notify Eyetech and Pfizer of early termination of the applicable waiting period under the HSR Act or (b) the day after the date on which the applicable waiting period under the HSR Act expires. 1.43 "HSR Filings" means the filings by Pfizer and Eyetech with the FTC and the Antitrust Division of the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) with respect to the matters set forth in the Transaction Agreements, together with all required documentary attachments thereto. 1.44 "IND" means an investigational new drug application filed with the FDA with respect to a Product.

1.45 "Internal Costs" means a Party's and/or its Affiliate's costs and expenses for overhead, personnel, rent, depreciation and amortization, utilities, equipment leases, general and administrative expenses and similar items. 1.46 "Know-How" means unpatented technical and other information which is not known to the public, including information comprising or relating to concepts, discoveries, data, designs, formulae, methods, models, assays, research plans, procedures, designs for experiments and tests and results of experimentation and testing (including results of research or development), together with processes, including manufacturing processes, specifications, 9 techniques, chemical, pharmacological, toxicological, clinical, analytical and quality control data, trial data, case report forms, data analyses, reports or summaries, including documents (which shall include paper, notebooks, books, files, ledgers, records, tapes, discs, diskettes, CD-ROM and any other media on which the foregoing information can be permanently stored) containing any of the foregoing information. The fact that an item is known to the public shall not be taken to exclude the possibility that a compilation including the item, and/or a development related to the item, is (or remains) not known to the public. 1.47 "Launch" means the initial shipping of a Product as a, or for, commercial sale to an unaffiliated third party, excluding any shipping for test marketing, clinical trial purposes or compassionate or similar use. 1.48 "Law" or "Laws" means all laws, statutes, rules, Codes, regulations, orders, judgments and/or ordinances of any Governmental Authority. 1.49 "License Agreement" means the License Agreement dated as of the Execution Date between the Parties. 1.50 "Major Country" means France, Germany, Italy, Spain or the United Kingdom. 1.51 "Manufacturing Costs" means costs that relate to (a) Products supplied by a non-Affiliate third party, or (b) Products manufactured directly by a Party or an Affiliate of a Party. In the case of (a), Manufacturing Costs shall be a "standard cost" per unit, which standard cost shall include (i) the amount paid to such a third party, plus (ii) the manufacturing Party's (i.e., the Party then responsible for manufacturing pursuant to Section 6.12) direct and identifiable Internal Costs and Out-of-Pocket Costs, which amounts shall be subject to the other Party's reasonable approval, incurred or accrued by the manufacturing Party in connection with quality assurance, supply chain management, and similar activities comprising the manufacturing 10 Party's oversight of the manufacturing process of the non-Affiliate third party. In the case of (b), Manufacturing Costs shall be a "standard cost" per unit, which standard cost shall include the cost of raw materials, labor, and other direct and identifiable variable costs and appropriate costs for equipment pools, plant operations and plant support services. The costs for plant operations and support services would include utilities, maintenance, engineering, safety, human resources, finance, plant management and other similar activities. The plant operations and support services costs would be allocated on a mutually agreed basis consistent with GAAP. Costs which cannot be identified to a specific activity supporting product manufacturing, such as charges for corporate overhead which are not controllable by the manufacturing plant, shall not be included in standard cost. 1.52 "Marketing Expenses" means all Out-of-Pocket Costs paid or accrued by a Party pursuant to a Marketing Plan and directly related to the Co-Promotion of the Products in the US Territory, including those in connection with: (a) [**] (b) [**] for the Products [**]; (iii) [**] the Products [**]; (iv) [**]; (v) [**] the Products [**]; and (vi) [**] the Products [**]. With respect to [**] as determined in accordance with [**] subject to [**]; and (c) [**] the Products.

Notwithstanding the foregoing, Marketing Expenses shall not include any costs or expenses incurred prior to the Execution Date, and shall include (i) Eyetech's Out-of-Pocket Costs and direct and identifiable variable personnel costs incurred pursuant to Section 6.13 and amounts paid by Eyetech to Pfizer pursuant to the Distribution Agreement and (ii) filing or other user fees or maintenance fees paid to the FDA in order for Eyetech or Pfizer, as the case may be, to obtain or maintain regulatory approval for the Products. 11 All other Out-of-Pocket Costs incurred in the Co-Promotion of the Products in the US Territory, but not specifically identified above, but which have been approved by the CSC or provided for in the Marketing Plan, shall be accounted for and deemed Marketing Expenses for all purposes of this Agreement. 1.53 "Marketing Plan" is defined in Section 6.2. 1.54 "NDA" means a New Drug Application filed with the FDA with respect to a Product. 1.55 "Net Sales" means the gross amounts billed or invoiced by Eyetech and its Affiliates for Products in the US Territory, less the following deductions: (a) trade, quantity and cash discounts allowed, but expressly excluding discounts or allowances offered as part of a package of products that includes a Product sold by Eyetech or its Affiliates; (b) refunds, chargebacks and any other allowances which effectively reduce the net selling price; (c) actual product returns, credits and allowances allowed to customers, and actual bad debts; (d) rebates actually paid or credited to any governmental agency (or branch thereof) or to any third party payor, administrator or contractee; (e) discounts mandated by, or granted to meet the requirements of, applicable state, provincial or federal law, wholesaler, including required chargebacks and retroactive price reductions; 12 (f) transportation, freight, postage charges and other charges, such as insurance, relating thereto, in each case included as a specific line item on an invoice to such third parties; and (g) taxes, excises or other governmental charges upon or measured by the production, sale, transportation, delivery or use of goods, in each case included as a specific line item on an invoice to such third parties. If any such sales to third parties are made in transactions that are not at arm's length between the buyer and the seller, then the gross amount to be included in the calculation of Net Sales shall be the amount that would have been invoiced had the transaction been conducted at arm's length. Such amount that would have been invoiced shall be determined, wherever possible, by reference to the average selling price of the relevant Product in arm'slength transactions in the US Territory. If Eyetech or its Affiliate sells a Product in unfinished form to a third party for resale, then the gross amount to be included in the calculation of Net Sales arising from such sale shall be the amount invoiced by the third party upon resale, in lieu of the amounts invoiced by Eyetech or its Affiliates when selling the Product in unfinished form. Otherwise, where Eyetech or its Affiliate sells a Product in finished form to a third party that does not require a sublicense under the Eyetech Patents for further resale (each such third party hereinafter a "Distributor"), the amount to be included in the calculation of Net Sales shall be the price invoiced from Eyetech or its Affiliate to the third party, not the amount invoiced by the third party upon resale. If, in addition to or in lieu of a transfer price paid for quantities of Product supplied, any Distributor provides consideration to Eyetech or its Affiliate in connection with any Product or the Distributor's rights or relationship with Eyetech or its Affiliate in relation thereto, then such

13 consideration shall be included in the calculation of Net Sales in the Quarter in which it becomes due to Eyetech or its Affiliate (as applicable). Notwithstanding the foregoing, amounts received by Eyetech or its Affiliates (x) for the sale of Products among Eyetech and its Affiliates for resale or (y) for the sale of Products by Eyetech or its Affiliates to Pfizer or its Affiliates or sublicensees for resale in the ROW Territory, shall not be included in the computation of Net Sales hereunder. Net Sales shall be determined from books and records maintained in accordance with GAAP, consistently applied throughout the organization and across all products of the entity whose sales of Product are giving rise to Net Sales. 1.56 "Other Product-Related Agreements" means the License Agreement, the Distribution Agreement and the Regulatory Services Agreement. 1.57 "Out-of-Pocket Costs" means costs and expenses paid to third parties (or payable to third parties and accrued in accordance with GAAP), other than Affiliates or employees, by either Party after the Execution Date (or, in the case of Development Costs, after December 1, 2002). 1.58 "Party" means either Eyetech or Pfizer; "Parties" means both Eyetech and Pfizer. 1.59 "Person" means any natural person or any corporation, company, partnership, joint venture, firm or other entity, including without limitation a Party. 1.60 "Pharmacia Merger" means the merger contemplated by the Agreement and Plan of Merger dated as of July 13, 2002 among Pfizer, Pilsner Acquisition Sub Corp., a wholly owned Subsidiary of Pfizer, and Pharmacia Corporation ("Pharmacia") (as the same may be amended or supplemented or restated from time to time, the "Pharmacia Merger Agreement") providing for the merger of Pilsner Acquisition Sub Corp. with and into Pharmacia. 14 1.61 "Phase III Clinical Study" means a Product Study with study design and statistical power intended to meet the requirement for Approval by the FDA. 1.62 "Phase III(b)/IV Product Study" means a clinical study designed to support or profile a Product or intended to be the basis of a post-approval Product filing, including without limitation proposed label changes not explicitly described in Section 1.64 below, but not including any clinical study intended to be the basis of any regulatory filing for initial FDA or other Governmental Authority approval for marketing of Products or conducted as a condition to the prior receipt of any regulatory approval for marketing of Products. Phase III(b)/IV Product Studies shall include, without limitation, epidemiological studies and modeling and pharmacoeconomic studies. 1.63 "Product" means any product, that (a) contains or is based on the anti-VEGF aptamer known as "Macugen" or "EYE001", including any metabolites or prodrugs of such aptamer or any hydrates, conjugates, salts, esters, isomers, polymorphs or analogues of any of the foregoing, either alone or in combination with one or more other therapeutically active substances, and (b) is for use in the Field; including for the avoidance of doubt any AMD Product, DME Product or other product developed in accordance with the terms of this Agreement for any indication in the Field other than AMD or DME, or as a new un-pegylated formulation of any such AMD Product, DME Product or other product (each such other product, an "Additional Developed Product"). 1.64 "Product Studies" means clinical, preclinical, safety, and other studies that are designed to support FDA or other Governmental Authority approval for marketing of Products. For the avoidance of doubt, Product Studies shall not include [**], but shall include [**]. 1.65 "PSURs" means periodic safety update reports.

15 1.66 "Quarter" means (i) with respect to Eyetech, each of the periods ending on March 31, June 30, September 30 and December 31, and (ii) with respect to Pfizer each of the periods ending at the end of each of the four (4) thirteen (13) week periods as used by Pfizer as reported in its filings with the Securities and Exchange Commission, the first such period commencing on January 1 of any year, and the terms "Eyetech Quarter" and "Pfizer Quarter" shall be construed accordingly. 1.67 "Regulatory Costs" means the costs, including without limitation the Out-of-Pocket Costs and direct and identifiable variable personnel costs, in relation to making or supporting regulatory filings in the US Territory; provided, however, Regulatory Costs shall not include any (a) Out-of-Pocket Costs paid by either Party prior to the Execution Date, (b) costs of making or supporting regulatory filings in the ROW Territory, or (c) except for direct and identifiable variable personnel costs explicitly provided for in this Section 1.67, Internal Costs. In addition, Regulatory Costs shall include amounts paid by Eyetech to Pfizer under the Regulatory Services Agreement. 1.68 "Regulatory Services Agreement" means the Regulatory Services Agreement dated as of the Execution Date between the Parties relating to the provision by Pfizer of specified regulatory services in the US Territory on a contract basis for Eyetech. 1.69 "ROW Territory" means all countries in the world other than the US Territory. 1.70 "Sales Representative" means an individual who engages in Detailing and other promotional efforts in the Field with respect to the Products and who has been trained and is employed by either Pfizer or Eyetech or their respective Affiliates. 1.71 "Senior Executive" means, with respect to Eyetech, the Chief Executive Officer of Eyetech, and with respect to Pfizer, a corporate officer of Pfizer with senior decision-making 16 authority; "Senior Executives" means both such officers. Pfizer shall initially designate Karen Katen as its Senior Executive. 1.72 "Specifications" means the specifications for the manufacture and packaging of the Products consistent with the NDA. 1.73 "Subsidiary" means, with respect to a Party, a majority or wholly-owned direct or indirect subsidiary of such Party. 1.74 "Territory" means the US Territory and the ROW Territory. 1.75 "Trademark" means (i) MACUGEN and (ii) any other trademark associated with the Products that may be selected by the Parties in accordance with Section 10.1(e), excluding the respective corporate names and logos of the Parties. 1.76 "Transaction Agreements" means this Agreement, the Other Product-Related Agreements, the Equity Agreements and the Detailing Services Agreement. 1.77 "US Territory" means the United States of America, including its territories, possessions and Puerto Rico. 1.78 "Xalatan" means latanoprost ophthalmic solution which is presently sold by Pharmacia under the trademark Xalatan(R) as a single entity. 1.79 "Xalcom" means product containing as active ingredients latanoprost and timolol and which is presently sold by Pharmacia under the trademark Xalcom(R) as a single entity.

1.80 "Year" means each calendar year during the Co-Promotion Term. 17 ARTICLE 2 CO-PROMOTION OF PRODUCTS IN THE US TERRITORY 2.1 Co-Promotion. Subject to the terms of this Agreement, the Parties shall Co-Promote Products in the US Territory co-exclusively with each other as provided in this Agreement. 2.2 License Grants. Each Party's rights under intellectual property rights owned or controlled by the other Party, with respect to the development, manufacture and Co-Promotion of Products in the US Territory, are as set forth in the License Agreement. 2.3 Compliance With Law. Both Pfizer and Eyetech shall Co-Promote the Products in the US Territory in accordance with applicable Law, the terms of this Agreement and the then-current Marketing Plan. Neither Party shall be required to undertake any action or inaction, or to incur expenditures in connection with any such action or inaction under this Agreement that it believes, in good faith, may violate any Law. 2.4 Detailing Obligations. Subject to Exhibit 6.2, the Detailing obligations of the Parties in respect of the Products shall be as set out in the then-current Marketing Plan. 2.5 Training. (a) Pfizer shall, at its sole expense, provide initial sales and product training in connection with the first Product Detailed by Eyetech Sales Representatives in the US Territory pursuant to this Agreement for up to forty (40) Eyetech Sales Representatives. Eyetech may also elect to have Pfizer provide such initial sales and product training to an additional fifteen (15) Eyetech Sales Representatives, in which case Eyetech shall reimburse Pfizer for Pfizer's Out-of-Pocket Costs and direct and identifiable variable personnel costs incurred in connection with such training for such additional Sales Representatives. Such training shall, at Eyetech's option, 18 be conducted in multiple program sessions; provided that Pfizer shall not be required to provide more than four (4) separate program sessions, the first three (3) of which shall be for not less than ten (10) Eyetech Sales Representatives each. A description of Pfizer's current initial sales force training program is described in Exhibit 2.5. Such program is subject to revision from time to time by Pfizer, provided that the initial training provided by Pfizer to Eyetech from time to time shall be the same as the initial training that Pfizer contemporaneously provides to Pfizer's Sales Representatives that Detail Products. Pfizer will provide ongoing training relating to Products for the trainers of Eyetech's Sales Representatives. All training programs for Eyetech's Sales Representatives other than the initial sales and product training will be the responsibility of Eyetech, at its sole expense; provided, however, that Pfizer will provide follow-up training for such Eyetech Sales Representatives at Eyetech's reasonable request, provided that Eyetech reimburses Pfizer for the reasonable costs and expenses incurred by Pfizer in connection with such follow-up training. In order to coordinate the training of Eyetech Sales Representatives with training of Pfizer Sales Representatives, any training provided by Pfizer to Eyetech Sales Representatives pursuant to this Section 2.5(a) shall take place at times and at locations reasonably selected by Pfizer in consultation with Eyetech. (b) Pfizer and Eyetech shall, each at its own expense (except as otherwise set forth in Section 2.5(a)), comply with any training plan for the Products contained in the applicable Marketing Plan. (c) If a Party organizes Co-Promotion-related meetings of its employees (such as periodic briefings of its Sales Representatives), it will make reasonable efforts to keep the Product-related portions of such meetings independent from other matters and to give the other Party advance notice of such meetings. If requested by the other Party, the Party organizing such

19 meeting will permit Sales Representatives of the other Party to attend and participate in such meetings or such portions thereof which relate to the Co-Promotion of Products. 2.6 Promotional Materials and Call Center Communications. The Parties will only utilize promotional, advertising, communication and educational materials relating to the Products in the US Territory (collectively "Promotional Materials") and only conduct promotional activities for the Products which, in each case, have been approved in the Marketing Plan or otherwise by the CSC (as defined in Section 3.1). All Promotional Materials shall name and feature both Parties with equal prominence. All promotional activities conducted by the Parties shall be consistent with the Promotional Materials so approved and the then-current Marketing Plan. Promptly after the Effective Date, the Parties will mutually agree upon procedures whereby designated representatives of each of them representing the marketing, medical, regulatory and legal functions, will meet, whether in person, by telephone or by videoconference, in order to discuss all promotional activities (except for Detailing) and Promotional Materials prior to final approval thereof by the CSC. In addition, as a prominent part of each communication with customers and other third parties, the Call Center shall clearly identify the Products as joint products of Eyetech and Pfizer. Eyetech shall own all rights to all Promotional Materials, including all copyrights thereto, and Pfizer hereby assigns to Eyetech all rights, title and interests of Pfizer in and to such Promotional Materials, including without limitation all copyright interests of Pfizer therein. Unless and until Promotional Materials are approved by the CSC for publication or other general dissemination, each Party shall maintain them in confidence pursuant to the terms of Article 11. 2.7 Samples. The Parties, through the CSC, shall determine whether it is necessary and appropriate to undertake a sampling program for the first Product and, if so, the appropriate 20 terms and allocation of responsibilities for satisfying such sampling program; provided that any samples will be allocated fairly between the Parties' respective Sales Representatives in accordance with the Detailing arrangements set forth in the Marketing Plan; and provided further that each Party shall be responsible, at its sole expense, for (a) accounting for samples held, disposed of or distributed by such Party or its Sales Representatives, (b) destroying and disposing of samples after the latest date on which such samples are usable and (c) complying with the requirements of all applicable Laws, including without limitation the requirements of the Prescription Drug Marketing Act of 1987, as amended. 2.8 Distribution and Booking of Sales. Eyetech shall be responsible for distribution, invoicing, credit and collection for the Products in the US Territory. Eyetech will book all sales of Products in the US Territory; provided that this Section 2.8 shall not be construed as an assurance by Pfizer to Eyetech regarding the appropriate accounting treatment of such sales. 2.9 Contract Sales Forces. Without the consent of the other Party, neither Pfizer nor Eyetech may use any contract sales force to Co-Promote or Detail any Product. 2.10 Delivery Technology Development Agreement. Promptly after the Effective Date, the Parties shall in good faith discuss entering into a separate agreement to provide for the development by the Parties of additional Product delivery technology. The Parties intend to provide in such agreement for a sharing between the Parties of the costs and benefits of developing and commercializing such additional delivery technology on the same basis as development costs and commercialization benefits are shared under this Agreement and the License Agreement; provided that, for the avoidance of doubt, it is agreed that neither Party would be required to make any upfront license fee payments to the other Party in connection with such separate agreement. 21 ARTICLE 3 MANAGEMENT OF ALLIANCE

3.1 Committee/Subcommittees. In order to fulfill the objectives of this Agreement, the Parties agree to establish a Joint Operating Committee ("JOC"), a Commercialization Subcommittee ("CSC"), a Clinical Development/Regulatory Subcommittee ("CDRSC"), and a Manufacturing Subcommittee ("MSC"), and such other committees and subcommittees as may be established by mutual consent of Eyetech and Pfizer. Each committee and subcommittee shall have two co-chairpersons, one designated by each of Eyetech and Pfizer. All decisions of the committees and subcommittees shall be by a vote of the co-chairpersons, each co-chairperson having one vote, and all decisions shall be by unanimous consent of the co-chairpersons. 3.2 Meetings. The chairpersons of the JOC, CSC, CDRSC, MSC, or any other committee or subcommittee, shall call meetings quarterly, or as otherwise requested by one of the Parties. Meetings may be held in person, by telephone, or by video conference call, and the location of each meeting shall alternate between sites located in New York, New York selected by each co-chairperson. Additional participants may be invited by any representative to attend meetings where appropriate. The Parties shall cause their respective representatives on the committees and subcommittees to use diligent efforts, acting in good faith, to resolve all matters presented to them as expeditiously as possible. 22 3.3 Clinical Development/Regulatory Subcommittee. (a) The CDRSC shall consist of research and development, commercial, regulatory and marketing/medical managers (as needed) from each of Eyetech and Pfizer, each of which shall confirm to the other its designees. The CDRSC will establish a clinical development working group that shall be responsible for: (i) Preparing annual Development Plans; (ii) Monitoring progress of all Product Studies in the Territory (including reviewing costs and activities against the annual Development Plan); (iii) Facilitating the exchange of all development information and data relating to all Product Studies in the Territory; (iv) Review and approval of statistical analysis plans and protocols for all Product Studies in the Territory and revising any investigator's brochure(s); and (v) Providing updates on its activities and achievements to the JOC. (b) The CDRSC will also establish a regulatory working group that will be responsible for: (i) Overseeing, monitoring and coordinating all regulatory (FDA) aspects of the US Territory Product Approval program, including all US Territory regulatory actions, communications and filings (including matters pertaining to Product labeling) and submissions (including filings and submissions of supplements and amendments to FDA with respect to the Products); (ii) Establishing the schedule and implementation strategy for all FDA filings; 23 (iii) Coordinating preparation for and attendance at FDA advisory committee meetings; (iv) Coordinating responses to additional FDA requirements and FDA inquiries; (v) Proposing, overseeing and agreeing upon a regulatory strategy and plan for obtaining regulatory approvals for the Products in the Territory; (vi) Facilitating the exchange of all regulatory information and data relating to Products in the Territory;

(vii) Facilitating the exchange of information in conjunction with Section 4.3 of this Agreement in order to ensure that significant issues concerning adverse event information and safety issues are addressed consistently among Governmental Authorities in the Territory; and (viii) Providing updates on its activities and achievements to the JOC. (c) Neither Party shall make any change to any annual Development Plan without the prior approval of the CDRSC, and all Development Plans and Development Costs provided therein shall be consistent with the terms of this Agreement. If the CDRSC is unable to reach a decision on any issue within fifteen (15) Business Days after presentation, either Party may refer the issue to the JOC for resolution. (d) Following a referral to the Senior Executives of the Parties pursuant to Section 3.7 below, the final decisionmaking authorities set out in Sections 3.3 (e), (f), (g) and (h) shall apply. (e) [**] shall have the final decision-making authority for matters relating to [**] for such Product [**] to such Product [**]; provided, however, that [**] shall have the final 24 decision-making authority as to [**], provided that [**]. For purposes of the previous sentence, [**]; provided, however, that [**]. (f) [**] shall have final decision-making authority with respect to [**] the Parties shall [**]. Except as otherwise set forth in this Agreement, [**] shall have final decision-making authority with respect to [**]. (g) Notwithstanding the Parties' joint approval rights set forth in Section 3.3(f), [**] may not prevent [**] from [**] for the applicable Product, [**]. (h) Subject to Pfizer's fulfillment of its obligations under the Regulatory Services Agreement, which shall require Pfizer to perform its obligations thereunder in a commercially reasonable manner, in the event that Eyetech materially fails to discharge its regulatory obligations in the US Territory in a commercially reasonable manner applying accepted pharmaceutical industry standards, and in compliance with all Laws, and fails to cure such failure following written notice thereof from Pfizer and a reasonable opportunity to cure, then the final decisionmaking authority with respect to [**] the Products [**] shall be transferred to Pfizer for the balance of the Co-Promotion Term; provided that in the event that after such transfer (x) Pfizer closes a Divestiture Transaction pursuant to Section 17.11 or (y) materially fails to discharge its regulatory obligations in the US Territory in a commercially reasonable manner applying accepted pharmaceutical industry standards, and in compliance with all Laws, and fails to cure such failure following written notice thereof from Eyetech and a reasonable opportunity to cure, then the final decisionmaking authority with respect to [**] the Products [**] shall thereafter be exercised jointly by the Parties for the balance of the Co-Promotion Term. 25 3.4 Commercialization Subcommittee. (a) The CSC shall consist of members from each of Eyetech and Pfizer, each of which shall confirm to the other its designees. The CSC shall be responsible with respect to the US Territory for: (i) Preparing and implementing annually the Marketing Plan; (ii) Monitoring progress under and compliance with the Marketing Plan; (iii) Coordinating with the CDRSC with respect to regulatory issues and future Product development activities to be undertaken pursuant to the Development Plans; (iv) Developing positioning and market strategies consistent with the Marketing Plan, including decisions to seek or include any new indication, formulation or usage for the Products, such as for life cycle management;

or include any new indication, formulation or usage for the Products, such as for life cycle management; (v) Developing advertising material and strategies and promotional materials for the Parties' Sales Representatives for the Products, designing packaging, and planning and overseeing educational and professional symposia and speaker and activity programs for the Products in the US Territory; (vi) Providing updates on the CSC's activities and achievements to the JOC; and (vii) Discussing the prices at which the Products will be sold to unaffiliated third parties throughout the Territory. (b) Following a referral to the Senior Executives of the Parties pursuant to Section 3.7 below, the final decisionmaking authorities set out in Sections 3.4(c), (d) and (e) shall apply. 26 (c) Subject to Sections 3.4(d), (e) and (f) below, Pfizer shall have final decision-making authority with respect to [**]: (i) activities [**]; (ii) [**] (iii) [**] the Products; and (iv) [**], including [**], (d) [**] shall have final decision-making authority with respect to: (i) [**] Eyetech shall [**]; and (ii) [**] Eyetech [**] (e) The Parties shall mutually agree upon [**] Products [**] covered by [**] shall have [**]. (f) Notwithstanding the provisions of Section 3.4(c), but subject to the provisions of Section 3.4(g), in the event that Pfizer closes a Divestiture Transaction pursuant to Section 17.11, the final decision-making authority with respect to all US Territory marketing and other commercial activities for the Products pursuant to this Section 3.4, [**] Eyetech [**] pursuant to [**] shall thereafter be exercised jointly by the Parties for the balance of the Co-Promotion Term. (g) All Marketing Plans shall be consistent with the terms of this Agreement. If the CSC is unable to reach a decision on any issue within fifteen (15) Business Days after presentation, either Party may refer the issue to the JOC for resolution. 3.5 Manufacturing Subcommittee. (a) The MSC shall consist of members from each of Eyetech and Pfizer, each of which shall confirm to the other its designees. The MSC shall be responsible for: (i) Overseeing manufacturing activities underway as of the Effective Date, including formulation development, product characterization studies, stability studies, and management of clinical supplies of the Products; 27 (ii) Overseeing the manufacturing of registration batches of Product; (iii) Overseeing process development plans;

(iv) Monitoring worldwide quality assurance efforts and ensuring that all Products are manufactured in accordance with the Parties' quality standards; (v) Overseeing supply relationships with any third party manufacturers; (vi) Subject to Section 4.1(c), review of the CMC section of the NDA for each Product, provided that the time period for reviewing any such CMC section shall, notwithstanding the provisions of Section 4.1(c), be thirty (30) days from the date on which Eyetech, through the CDRSC, provides Pfizer with a draft of the NDA pursuant to Section 4.1(c); (vii) Overseeing manufacture of the Products; (viii) Reviewing and approving Specifications for purposes of the NDA and for Launch; (ix) Commencing and overseeing any new manufacturing activities, including Product manufacturing process validation prior to NDA approval and any pre-approval inspection of the Product manufacturing subcontractors; (x) Coordinating with the CSC and CDRSC as appropriate; (xi) Preparation for FDA inspections and ensuring adherence to compliance standards; (xii) Evaluating the forecasts provided in each Marketing Plan as well as inventory levels for the Product and future logistic strategies and capacity planning; 28 (xiii) Reviewing quality-related issues concerning the Product or any component thereof; and (xiv) Providing updates on the MSC's activities and achievements to the JOC. (b) If the MSC is unable to reach a decision on any issue within fifteen (15) Business Days after presentation, either Party may refer the issue to the JOC for resolution. Following a referral to the Senior Executives of the Parties pursuant to Section 3.7 below, [**]shall have final decision-making authority with respect to [**]; provided that: (i) Pfizer shall [**] any agreement [**] entered into [**] (ii) [**] Pfizer [**] and/or [**] that otherwise would [**], and Pfizer [**] pursuant to this Section 3.5 [**], (iii) [**] Pfizer [**] pursuant to Section 17.11, [**], (iv) [**] the Parties, and (v) [**] all Products [**]. 3.6 Joint Operating Committee. (a) The Joint Operating Committee ("JOC") shall consist of an equal number of members from each of Eyetech and Pfizer. Each of Eyetech and Pfizer shall confirm to the other its designees. At least one of Pfizer's designees shall be the Vice President in Pfizer's Pharmaceuticals Group with global responsibility for the therapeutic area covering the Products. The JOC shall address all of the significant and strategic issues within the purview of the various subcommittees, and shall be responsible for resolving any issues referred by the subcommittees. The JOC will be presented with updates on the activities and achievements of the subcommittees. All decisions of the JOC will be unanimous votes of the co-chairpersons. 29 (b) If the JOC is unable to resolve any issue within ten

(b) If the JOC is unable to resolve any issue within ten (10) Business Days after presentation, either Party may refer the issue to the Senior Executives for resolution pursuant to Section 3.7. 3.7 Deadlocks. If for any reason the JOC cannot resolve any matter properly referred to it, either Party may refer the matter to the Senior Executives for resolution. If after discussing the matter in good faith and attempting to find a mutually satisfactory resolution to the issue, the Senior Executives fail to come to consensus within five (5) Business Days of the date on which the matter is referred to the Senior Executives, the provisions of Sections 3.3(d), 3.4(b), and 3.5(b), as applicable, shall apply and resolutions reached through such provisions shall be binding on the Parties; provided that such decisions are made in good faith and are consistent with the provisions of this Agreement. 3.8 Limitation on Decision-Making Authority. Notwithstanding anything to the contrary, none of the committees or subcommittees contemplated by this Article 3 nor any Senior Executive pursuant to this Article 3 shall be entitled to determine any matters for which: (a) one or more of the Parties is allocated decision-making authority elsewhere in this Agreement; or (b) such determination would violate or permit the violation of any express provision of this Agreement, including, without limitation, the provisions of Sections 3.3(f), 3.3(g), 3.3(h), 3.4(e) and 3.5(b) that provide explicitly for mutual or joint decision-making; or (c) this Agreement provides that neither Party shall have final decision-making authority or provides that a decision shall not be made without the approval or consent of a particular Party. 30 ARTICLE 4 CLINICAL AND REGULATORY MATTERS 4.1 Clinical and Regulatory Matters in the US Territory. This Section 4.1 shall apply to clinical and regulatory matters relating to Products in the US Territory. (a) Subject to Section 3.3, [**]FDA for the Products [**] for each of the Products. (b) All NDAs and Approvals within the US Territory relating to the Products shall be the property of Eyetech and held in the name of Eyetech or its designated Affiliates. Eyetech's designated representative shall serve as the designated regulatory official for Products in the US Territory for purposes of receiving communications from the FDA. (c) Eyetech will provide Pfizer with copies, which copies may be in draft form, of the following submissions to the FDA through the CDRSC. If reasonably practicable, Eyetech will provide Pfizer with such copies at least fifteen (15) days prior to planned submission to the FDA by Eyetech, whereupon Pfizer shall provide comments to Eyetech regarding such submission at least ten (10) days prior to such planned submission, and, Eyetech shall reasonably consider the comments given by Pfizer prior to making such submission: (i) all annual reports regarding a Product prior to First Approval of such Product, including without limitation the annual reports required under 21 C.F.R. 312.33 as it may be amended; and (ii) all other filings that are not subject to a deadline imposed by the Act of less than twenty-one (21) days after discovery of an event that triggers the filing requirement and that are not otherwise required to be jointly agreed upon pursuant to Section 4.1(d). 31 (d) Eyetech shall provide notice to Pfizer within two (2) Business Days of discovery by Eyetech of any event that triggers an FDA filing requirement that is subject to a deadline imposed by the Act of less than twenty-one (21) days after the discovery of such an event. Eyetech shall promptly provide copies of any correspondence or other submission subject to this Section 4.1(d) to Pfizer, and the chairpersons of the CDRSC shall discuss in good faith and on a timely basis determine the most effective and expeditious means of responding to such FDA filing

and on a timely basis determine the most effective and expeditious means of responding to such FDA filing requirement. (e) Eyetech shall provide notice to Pfizer of any additional FDA requirements which FDA may impose with respect to the First Approval, (including without limitation, additional clinical studies) and of all FDA inquiries requiring a response within two (2) Business Days of receipt thereof by Eyetech. Eyetech will promptly provide Pfizer with copies of all correspondence between Eyetech and FDA and copies of all FDA contact reports produced by Eyetech. (f) In connection with Sections 4.1(a), (b) and (c) above, Eyetech shall provide Pfizer with notice of all meetings, conferences, and discussions (including without limitation, advisory committee meetings and any other meeting of experts convened by FDA concerning any topic relevant to the Products) scheduled with FDA concerning any pending NDA or other regulatory matters relating to the Products within two (2) Business Days after Eyetech receives notice of the scheduling of such meeting, conference, or discussion. Pfizer shall be entitled to have reasonable representation present at all such meetings. Eyetech and Pfizer, through the CDRSC, shall use reasonable efforts to agree (subject to Section 3.3(f)(i) to the extent applicable) in advance on the scheduling of such meetings and on the objectives to be 32 accomplished at such meetings, conferences, and discussions and the agenda for the meetings, conferences, and discussions with FDA. (g) Each Party shall provide to the other Party, through the CDRSC, on a timely basis copies of all material preclinical and clinical data compiled in support of an NDA or other regulatory filings in the US Territory with respect to the Products. (h) Any decision to initiate a recall or withdrawal of Product in the US Territory shall be made by the CDRSC. Before the CDRSC initiates a recall or withdrawal, and upon the request for a recall or withdrawal by either Party, the Parties shall promptly and in good faith discuss the reasons therefor. Under no circumstances shall either Party unreasonably object to a recall or withdrawal requested by the other Party, and neither Party shall have any right to object to a recall or withdrawal requested by the other Party for failure of a Product to meet the Specifications, for material safety concerns or for noncompliance with the Act. In the event of any recall or withdrawal, Pfizer shall implement any necessary action, with assistance from Eyetech as reasonably requested by Pfizer. 4.2 Clinical and Regulatory Matters in the ROW Territory. This Section 4.2 shall apply to clinical and regulatory matters relating to Products in the ROW Territory. (a) After the Effective Date, Pfizer will assume sole ownership, control of and responsibility for all regulatory filings in the ROW Territory, and Eyetech shall cooperate with Pfizer in connection with such filings as reasonably requested by Pfizer and at Pfizer's sole cost and expense. Prior to Pfizer taking over responsibility for contracting with API Bulk Drug Substance Supplier(s) and/or Fill and Finish Services Supplier(s) or performing, either directly or through Affiliates, services that otherwise would be performed by API Bulk Drug Substance Supplier (s) and/or Fill and Finish Services Supplier(s) in accordance with Section 6.12, Eyetech 33 shall be responsible for providing Pfizer with Product samples for use in connection with regulatory filings relating to Products in the ROW Territory at Pfizer's sole cost and expense. (b) All regulatory approvals in the ROW Territory relating to the Products shall be deemed the property of Pfizer and held in Pfizer's or its Affiliate's name. (c) Pfizer's rights under Sections 4.2(a) and (b) above are subject to the following: Pfizer shall provide Eyetech with notice of all meetings, conferences, and discussions (including without limitation, any meeting of experts convened by regulatory authorities concerning any topic relevant to the Products) scheduled with Governmental Authorities concerning any material regulatory matters relating to the Products within two (2) Business Days after

Authorities concerning any material regulatory matters relating to the Products within two (2) Business Days after the scheduling of such meeting, conference, or discussion. Eyetech shall be entitled to have reasonable representation present at all such meetings. In addition, with respect to clinical and regulatory matters in the ROW Territory, Pfizer shall promptly provide Eyetech with (i) copies of all pre-clinical and clinical data compiled in support of regulatory filings in the ROW Territory, (ii) copies of all material regulatory correspondence with EMEA, as defined in the License Agreement, (or any Governmental Authority in a Major Country) and with Japanese Governmental Authorities, (iii) advance copies of material submissions to EMEA (or any Governmental Authority in a Major Country) and to Japanese Governmental Authorities, and the same opportunity to comment in advance on such submissions (and to have its comments reasonably taken into account) as Pfizer is provided with respect to the submissions to FDA under Section 4.1(c), provided, however, that an inadvertent failure by Pfizer to submit Eyetech advance copies pursuant to this Section 4.2(c)(iii) shall not be considered a material breach of this Agreement if Pfizer has implemented procedures reasonably designed to avoid any such failure and cures any such failure promptly after its discovery, (iv) notices of any revocations of 34 Product marketing approvals and any Product recalls, and (v) reasonable responses to inquiries by Eyetech regarding the regulatory approval and commercialization processes for each Product in the ROW Territory, including without limitation reasonable access to Pfizer personnel, documents and files in connection with such inquiries. 4.3 Inquiries, Adverse Events, etc. (a) Eyetech and Pfizer shall be responsible for the surveillance, receipt, evaluation, and reporting of product complaints and reports of adverse drug experiences, for the Products in the US Territory and the ROW Territory, respectively; provided, however, during the term of the Regulatory Services Agreement, Pfizer shall perform certain of such US Territory responsibilities on behalf of Eyetech under the terms of the Regulatory Services Agreement. (b) Eyetech shall be responsible for promptly investigating Product complaints and reports of adverse drug experiences and other required safety information (e.g., PSURs and annual safety reports) associated with the use of any Product in the US Territory. As to each Product, Eyetech shall submit reports of all adverse drug experiences associated with the use of the Product(s) and other required safety information to the FDA in accordance with applicable Law. Eyetech shall submit a copy of each such report to Pfizer contemporaneously with its submission of the report to FDA, or in advance of such submission if, and as, reasonably necessary to permit Pfizer to comply with legal requirements applicable to it, if practicable. (c) Pfizer shall promptly investigate Product complaints and reports of adverse drug experiences and other required safety information (e.g., PSURs and annual safety reports) associated with the use of any Product in the ROW Territory. As to each Product, Pfizer shall submit reports of all adverse drug experiences associated with the use of the Product(s) and other required safety information to the applicable Governmental Authorities in the ROW 35 Territory in accordance with applicable Law. Pfizer shall submit a copy of each such report to Eyetech contemporaneously with its submission of the report to the applicable Governmental Authority in the ROW Territory, or in advance of such submission if, and as, reasonably necessary to permit Eyetech to comply with legal requirements applicable to it, if practicable. (d) Eyetech shall have the sole responsibility for revising the Product labeling for the US Territory, and Pfizer for the ROW Territory, as needed, to adequately warn of the potential risks identified by reports of adverse drug experiences associated with the use of the Product and from Product complaints. In addition, the Parties agree to jointly develop additional written procedures including the mechanics for the surveillance, receipt, evaluation, and reporting of Product complaints and adverse drug experiences, including the possible maintenance of a worldwide safety database, in accordance with this Article 4 and subject to the oversight of the CDRSC.

(e) Each Party shall notify the other Party within two (2) Business Days after it receives information about the initiation of any investigation, review or inquiry by FDA or other Governmental Authority concerning the distribution, promotion or sale of the Product, not otherwise described above. 4.4 Pfizer's Performance of Regulatory Services Agreement Obligations. During the term of the Regulatory Services Agreement, all of Eyetech's regulatory obligations under this Agreement are subject to Pfizer's performance of its obligations under the Regulatory Services Agreement to the extent Eyetech's performance of Eyetech's obligations depends on Pfizer's performance of Pfizer's obligations under the Regulatory Services Agreement. 36 ARTICLE 5 PRODUCT DEVELOPMENT 5.1 Development Plan and Budget. The CDRSC shall develop an annual development plan, which shall include preclinical and clinical plans and a budget (a "Development Plan") in respect of the Products consistent with the terms of this Agreement for each Year during the Co-Promotion Term. The CDRSC shall meet to discuss the first Development Plan within ninety (90) days after the Execution Date. A description of the overall development programs for development of the AMD Product and DME Product is attached as Exhibit 5.1(a), and a summary of the budgets for agreed upon Development Costs for such programs (respectively, the "AMD Agreed Development Costs" and the "DME Agreed Development Costs") are attached as Exhibit 5.1(b) to this Agreement. Each annual Development Plan may be updated throughout the Year as deemed appropriate by the CDRSC. Cumulative Development Costs for each of the AMD Product and DME Product shall not exceed the AMD Agreed Development Costs and the DME Agreed Development Costs, respectively, for such Products absent mutual consent of the Parties. The Parties' respective obligations with respect to Development Costs shall be as set forth in Section 8.1, provided that, unless otherwise agreed by the Parties, neither Party shall be obligated to pay for any Development Costs in excess of the AMD Agreed Development Costs or the DME Agreed Development Costs, respectively, except to the extent a Party exercises its final decision-making authority in accordance with Article 3 to approve such excess Development Costs over the objection of the other Party or otherwise unilaterally incurs such excess Development Costs, in which case the Party exercising such final decision-making authority or unilaterally incurring excess Development Costs shall be solely responsible for such excess Development Costs. The Parties 37 acknowledge that the budgets set forth in Exhibit 5.1(b) do not cover preclinical Development Costs for periods after the end of 2003 and do not cover Development Costs for manufacturing process development and optimization. With respect to such Development Costs not covered by the budgets set forth in Exhibit 5.1(b), the Parties shall discuss reasonably necessary preclinical Development Costs for subsequent periods and Development Costs for manufacturing process development and optimization, and amend Exhibit 5.1(b) to cover such additional Development Costs. 5.2 AMD Product and DME Product Development. Each of the Parties shall, during the Co-Promotion Term, use Commercially Reasonable Efforts to develop and obtain Approvals for at least one AMD Product and one DME Product as provided in this Agreement. In the event that a party fails to exercise such Commercially Reasonable Efforts, such Party's sole liability and the other Party's sole remedy for such failure shall be termination of this Agreement in accordance with Section 13.2. 5.3 Development of Products for Additional Indications in the Field. At the request of either Party, the Parties shall in good faith meet and discuss jointly developing Additional Developed Products where preclinical and/or clinical results provide a reasonable basis for pursuing such additional development or the pursuit of such additional development is otherwise potentially commercially attractive. If the Parties agree to pursue such additional development, the Parties shall amend the applicable Development Plan(s) accordingly. If the Parties do not agree to pursue such additional development, either Party shall have the right to pursue development of such Additional Developed Products at its sole expense, subject to the other Party's rights under this Agreement with

Additional Developed Products at its sole expense, subject to the other Party's rights under this Agreement with respect to the Co-Promotion of Products (including Additional Developed Products); provided, however, that such additional development would 38 not, based on the best available scientific evidence, be reasonably likely to have a materially adverse effect on the Co-Promotion of the Products. ARTICLE 6 LAUNCH, CO-PROMOTION AND DETAILING 6.1 Co-Promotion of Products. Eyetech and Pfizer shall be jointly responsible for the Co-Promotion of Products in the US Territory, with each Party participating (except as otherwise expressly provided in this Agreement) in all types of marketing activity in the US Territory. Each of the Parties shall Co-Promote the Products in the US Territory during the Co-Promotion Term in accordance with the terms of this Agreement and the applicable Marketing Plan, and in compliance with all Laws. In conducting Co-Promotion activities, each Party shall use Commercially Reasonable Efforts to Co-Promote the sale of the Products in the US Territory. In the event that a Party fails to exercise such Commercially Reasonable Efforts, such Party's sole liability and the other Party's sole remedy for such failure shall be (a) termination of this Agreement in accordance with Section 13.2 and (b) if applicable to such failure, the remedies set forth in Section 6.5 below. All aspects of each Marketing Plan will be determined pursuant to the committee system set forth in Article 3. 6.2 Marketing Plan and Budget. (a) The CSC shall, subject to the provisions of Sections 3.4(c), (d), (e) and (f), develop a Marketing Plan (a "Marketing Plan") and a marketing budget (a "Co-Promotion Budget") for the period from the Effective Date through Launch of the first Product in the US Territory and for each Year thereafter during the Co-Promotion Term consistent with Exhibit 6.2 and the other terms of this Agreement. The first Marketing Plan shall be a preLaunch Marketing Plan, such Marketing Plan to be as approved by the JOC within six (6) months of the 39 Effective Date (the "Pre-Launch Marketing Plan"). The Pre-Launch Marketing Plan shall contain a pre-Launch Co-Promotion Budget covering the period of time from the Effective Date through the Launch of the first Product in the US Territory of up to $[**] or such higher amount as is agreed between the Parties. The pre-Launch CoPromotion Budget shall not exceed $[**] unless otherwise agreed by both Parties, and neither Party's election to withhold such agreement shall be subject to the other Party's decision-making authority. Neither Party shall engage in any Co-Promotion activities except as provided in the applicable Marketing Plan. Subsequent annual Marketing Plans will describe the plan for commercialization of the Products in the US Territory, including: (a) general strategies for the Detailing and marketing of the Products and allocation of responsibilities for marketing activities; (b) Detail Requirements and sampling activities, if any; (c) market and sales forecasts; (d) pricing and discounting analysis; (e) advertising, public relations and other promotional programs, including professional symposia and speaker and activity programs to be used in the Co-Promotion of the Products; and (f) [**]. Each Marketing Plan and the Co-Promotion Budget may, subject to the provisions of Sections 3.4(c), (d), (e) and (f), be updated from time to time as deemed appropriate by the CSC. (b) Exhibit 5.1(b) also includes [**], which Product Studies will be performed absent mutual agreement by the Parties to the contrary. [**] these [**] of Products, [**]. 6.3 Detailing. The Parties shall be responsible for performing the Detail Requirements specified in each thencurrent Marketing Plan. 6.4 Detailing Reports. Each Party shall provide the other Party and the CSC with a report as soon as practicable but in no event later than forty-five (45) days following the end of each Quarter during the Co-Promotion Term setting forth, in such detail and form as the Parties shall agree, the number of Details made by such Party's Sales Representatives of Products in the

Representatives of Products in the 40 US Territory during such Quarter (each, a "Detailing Report"), provided, however, that the Detailing Report for the fourth such Quarter in each Year shall be cumulative and reflect the number of Details made by such Party's respective Sales Representatives in the US Territory during such Year. Eyetech covenants that it shall develop an internal system for the purpose of reporting the number of Details of its Sales Representatives, and that it shall have such system implemented by the time it begins Detailing the Products. 6.5 Detail Shortfalls. (a) In the event that either Party fails to perform (such Party, a "Shortfall Party") at least [**] percent ([**]%) of its Detail Requirement in any Year as reported pursuant to Section 6.4 or verified pursuant to Section 9.3, the Shortfall Party shall pay to the other Party as liquidated damages an amount equal to the Detail Cost (as hereinafter defined), multiplied by the applicable factor set forth below (the "Shortfall Factor") multiplied by the total number of Details in the shortfall (the Detail Cost, multiplied by the number of Details in the shortfall, multiplied by the Shortfall Factor, the "Detail Shortfall Payment Amount"), on an incremental basis as set forth below: 41
----------------------------------------------------------------------------------------Shortfall Detail Shortfall Level Factor ----------------------------------------------------------------------------------------For such portion of shortfall which is: > or = [**]% but < [**]% of Detail [**] Requirement ----------------------------------------------------------------------------------------For such portion of shortfall which is: > or = [**]% but < [**]% of Detail [**] Requirement ----------------------------------------------------------------------------------------For such portion of shortfall which is: < [**]% of Detail Requirement [**] -----------------------------------------------------------------------------------------

For purposes of this Section 6.5, "Detail Cost" means $[**]. If a Party wishes to verify the Details performed by the other Party in any Year, such Party shall give notice to the other Party that the notifying Party wishes to verify Details pursuant to Section 9.3 within forty-five (45) days after receipt of the other Party's last Detailing Report set forth in Section 6.4 for such Year. (b) With respect to any Year in which only one of the Parties was a Shortfall Party, the Shortfall Party shall, within one-hundred twenty (120) days after the end of such Year (or within thirty (30) days after completion of any verification(s) of Details pursuant to Section 9.3 conducted pursuant to Section 6.5(a) for such Year, if such verification(s) have not been completed within ninety (90) days after the end of such Year), pay the Detail Shortfall Payment Amount to the other Party. (c) With respect to any Year in which both Parties are Shortfall Parties, the Party having performed the highest percentage of its Detail Requirement in such Year (the "Highest Performing Party") shall be deemed not to be a Shortfall Party and the percentage of such Party's Detail Requirement performed by such Party shall be deemed to equal [**] percent ([**]%) of that Party's Detail Requirement in such Year. The other Party shall continue to be required to pay a Detail Shortfall Payment Amount in accordance with Section 6.5(b); provided, however, such Detail Shortfall Payment Amount to be paid by such other Party shall be reduced 42 by (i) multiplying such other Party's Detail Requirement for such Year by the percentage of the Highest Performing Party's Detail Requirement actually performed by the Highest Performing Party during such Year and (ii) recalculating such other Party's Detail Shortfall Payment Amount using the reduced Detail Requirement for such other Party calculated in accordance with the immediately preceding clause (i).

(d) In the event that either Party fails to perform at least [**] percent ([**]%) of its aggregate Detail Requirement (such Party, the "Detail Breaching Party") for [**] during the Co-Promotion Term (a "Detail Shortfall Period"), then: (i) If Pfizer is the Detail Breaching Party, Eyetech shall have the right, in addition to the remedies provided for in Sections 6.5(b) and 6.5(c) above, exercisable upon notice to Pfizer given within ninety (90) days after the end of such Detail Shortfall Period (or within thirty (30) days after completion of any verification of Pfizer's Details pursuant to Section 9.3 conducted at Eyetech's request pursuant to Section 6.5(a) for such Detail Shortfall Period, if such verification has not been completed within sixty (60) days after the end of such Detail Shortfall Period), such notice to be effective ninety (90) days after the date of such notice to Pfizer (or thirty (30) days after completion of any verification of Pfizer's Details for such Detail Shortfall Period requested by Eyetech, if later), to terminate this Agreement; and (ii) If Eyetech is the Detail Breaching Party, Pfizer shall have the right, in addition to the remedies provided for in Sections 6.5(b) and 6.5(c) above, exercisable upon notice to Eyetech given within ninety (90) days after the end of such Detail Shortfall Period (or within thirty (30) days after completion of any verification of Eyetech's Details pursuant to Section 9.3 conducted at Pfizer's request pursuant to Section 6.5(a) for such Detail Shortfall Period, if such verification has not been completed within sixty (60) days after the end of such 43 Detail Shortfall Period), such notice to be effective ninety (90) days after the date of such notice to Eyetech (or thirty (30) days after completion of any verification of Eyetech's Details for such Detail Shortfall Period requested by Pfizer, if later), to elect to adjust, for the balance of the Co-Promotion Term, the percentage of Net Sales that Pfizer would be entitled to receive under Section 8.6(a), and the percentage of costs and expenses included in the calculation of net payment amounts in Section 8.6(c) for which Pfizer would be responsible would be increased from [**] percent ([**]%) to [**] percent ([**]%), Eyetech's corresponding percentage would be decreased from [**]percent ([**]%) to [**] percent ([**]%) and Eyetech would not have any further Detailing responsibilities under this Agreement (the "Elective Remedy"); and (iii) The Parties understand and agree that the Detail Shortfall Payment Amount shall be paid as liquidated damages and not as a penalty and that such sum represents a genuine pre-estimate of the loss the Parties believe would be suffered as a result of Detail shortfalls. In the event of any Detail shortfall under Section 6.5, the remedies and compensation as provided herein shall govern, and neither Party shall have any further claim for breach of this Agreement on account of such Detail shortfall; provided that nothing in this sentence shall preclude either Party from using a Detail shortfall as a basis for termination of this Agreement for breach by the other Party of such other Party's obligations under Section 6.1; and provided that a failure to give or election not to give a notice by a Party prior to a deadline set forth in Section 6.5(d)(i) or 6.5(d)(ii) with respect to a Detail shortfall during any Detail Shortfall Period shall not constitute a waiver by such Party with respect to the remedies and compensation under this Section 6.5 with respect to a Detail shortfall during any subsequent Detail Shortfall Period. 6.6 Sales Force Responsibilities. Each Party shall be solely responsible for all costs and expenses incurred in providing the personnel necessary to provide the services to be 44 performed by it as described in this Article 6. During the Co-Promotion Term, Pfizer shall, in a manner determined at Pfizer's sole reasonable discretion, (a) maintain and support a professional sales force in the US Territory; and (b) ensure that sales of the Product will constitute a factor in the variable compensation of Pfizer's Sales Representatives. 6.7 Product Information. During the Co-Promotion Term, each Party will provide the other with all material information relevant to the Detailing and promotion of the Product within a reasonable time after such information becomes known to the Party, provided such information is not received under a secrecy obligation.

6.8 Orders. Eyetech shall, subject to Pfizer's performance of Pfizer's obligations under the Distribution Agreement, process and fulfill all orders for Products from customers in the US Territory. Except as otherwise provided in the Distribution Agreement, in the event that an order for Products from a customer in the US Territory is received by Pfizer, Pfizer shall promptly forward such order to Eyetech for processing and fulfillment. 6.9 Audit. The number of Details shall be subject to external audit as provided in Article 9. 6.10 Third Party Reports. From time to time during the term hereof the CSC shall agree upon the third party reports (such as those from IMS), to the extent permitted by such third party, which the Parties wish to receive in connection with the Co-Promotion of the Products (and the determinations to be made under Section 6.2 with respect to the Marketing Plan and Co-Promotion Budgets). The expenses of such reports shall be Marketing Expenses. 6.11 Medical Claims. Neither Party shall make any medical claim for the Products beyond the scope of the relevant regulatory approval(s) then in effect for the Products; provided that, both Parties may distribute any information concerning the Products or their use, including 45 but not limited to scientific articles, reference publications, and healthcare economic information, in accordance with applicable Laws and subject to the oversight of the CSC. 6.12 Manufacturing. (a) After the Effective Date, Eyetech shall use commercially reasonable efforts to enter into an agreement with an API Bulk Drug Substance Supplier to supply the Parties with a supply of the active pharmaceutical ingredient for the Products in the Territory. The selection of such API Bulk Drug Substance Supplier and the terms and conditions of the agreement to be entered into with the API Bulk Drug Substance Supplier shall be subject to approval by the MSC. In addition, prior to the Execution Date, Eyetech entered into the agreements set forth in Exhibit 6.12(a) with respect to the supply of Products for clinical trials, and such agreements are hereby deemed approved by the MSC. [**] shall be responsible for day-to-day management of such API Bulk Drug Substance Supplier on behalf of the Parties. (b) After the Effective Date, Eyetech shall also use commercially reasonable efforts to enter into an agreement with a Fill and Finish Services Supplier to provide fill and finish services for the Products in the US Territory. The selection of such Fill and Finish Services Supplier and the terms and conditions of the agreement to be entered into with the Fill and Finish Services Supplier shall be subject to approval by the MSC. [**] shall be responsible for day-to-day management of such Fill and Finish Services Supplier on behalf of the Parties. (c) The MSC shall not take any action or direct Eyetech to take any action that would result in a breach of any agreement set forth on Exhibit 6.12(a), or of any agreement between Eyetech and an API Bulk Drug Substance Supplier or between Eyetech and a Fill and Finish Services Supplier, including without limitation any minimum purchase obligation or non-cancelable order obligation, entered into by Eyetech and approved by the MSC. 46 (d) Subject to the provisions of Sections 2.8 and 6.12(c), the MSC may decide to have Pfizer (i) enter into agreement(s) with API Bulk Drug Substance Supplier(s) and/or Fill and Finish Services Supplier(s) and/or (ii) supply active pharmaceutical ingredient and/or fill and finish services for the Products, in either case to replace the agreement(s) referred to in Sections 6.12(a) and/or 6.12(b) or to provide a second source of supply for active pharmaceutical ingredient and/or fill and finish services for the Products; provided that the terms and conditions of any such agreements or arrangements involving Pfizer shall be subject to Eyetech's prior approval and, if such agreements or arrangements involving Pfizer relate to the supply of active pharmaceutical ingredient and/or fill and finish services for the Products in the US Territory, such agreements or arrangements shall be entered into pursuant to agreements between Eyetech and Pfizer for such supply on terms to be mutually agreed by the Parties; provided further that any such agreements or arrangements shall be structured so that Eyetech acquires and maintains title to all inventory of Products supplied for sale in the US Territory. From and after such time, if

any, as responsibility for manufacturing the Products has been transitioned to Pfizer, Pfizer shall use Commercially Reasonable Efforts to manufacture and supply sufficient quantities of the Products to enable Eyetech to respond on a timely basis to all customer demand for Product in the US Territory. (e) During any period in which Eyetech is the contracting Party with API Bulk Drug Substance Supplier(s), Eyetech shall supply active pharmaceutical ingredient for the Products to be sold by Pfizer in the ROW Territory in accordance with terms and conditions to be mutually agreed by the Parties, including resale pricing from Eyetech to Pfizer equal to Eyetech's Manufacturing Costs incurred in providing such supply. Such terms and conditions shall provide for an equitable allocation of supply between the US Territory and the ROW 47 Territory in the event that the supply of active pharmaceutical ingredient for the Products at any time is not sufficient to meet worldwide demand, such allocation to be based on the orders placed by the Parties during the six-month period preceding the shortfall in supply or, if sales have not been made in both the US Territory and the ROW Territory during such preceding six-month period, on the Parties' reasonable sales forecasts for the period affected by such shortfall. In addition, such terms and conditions shall impose on Pfizer all of Eyetech's obligations to the API Bulk Drug Substance Supplier(s) with respect to the active pharmaceutical bulk drug substance so supplied by Eyetech to Pfizer for the ROW Territory, shall be structured so that Eyetech shall have no obligations to such API Bulk Drug Substance Supplier(s) with respect to the active pharmaceutical bulk drug substance so supplied by Eyetech to Pfizer for the ROW Territory greater than Pfizer's obligations to Eyetech with respect to the active pharmaceutical bulk drug substance so supplied by Eyetech to Pfizer for the ROW Territory, and shall not require Eyetech to give any warranties or otherwise assume any liability for the performance of the API Bulk Drug Substance Supplier(s) or for any active pharmaceutical ingredient bulk drug substance so supplied by Eyetech to Pfizer. (f) Following the Effective Date, Eyetech shall, at least thirty (30) days prior to the commencement of each Quarter commencing prior to the first Launch of a Product in the US Territory in which Eyetech anticipates incurring Manufacturing Costs for pre-Launch inventory of Products intended for sale in the US Territory, prepare and deliver to Pfizer a statement of such Manufacturing Costs (the "Manufacturing Costs Statement") projected to be incurred by Eyetech during such Quarter. Within fifteen (15) days after Eyetech's delivery of such statement of projected pre-Launch inventory Manufacturing Costs, Pfizer shall pay Eyetech [**] percent ([**]%) of such projected Manufacturing Costs for inventory, projected for sale in 48 the US Territory if the first Launch of a Product is expected to occur in the US Territory and no substantially concurrent Launch of a Product in the ROW Territory is expected. Each Manufacturing Costs Statement shall contain an adjustment as necessary to reflect any variance between the projected Manufacturing Costs included by Eyetech in prior Manufacturing Cost Statements and Eyetech's actual Manufacturing Costs for pre-Launch inventory of Products projected for sale in the US Territory. For the avoidance of doubt, Eyetech shall not have any financial responsibility for Manufacturing Costs for any inventory of Products projected for sale in the ROW Territory, and Pfizer shall be solely responsible for making all necessary payments for any such inventory. Notwithstanding the foregoing provisions of this Section 6.12(f), the first Quarter for which the Parties shall provide the statements of projected pre-Launch inventory Manufacturing Costs shall be the second Quarter of 2003, and adjustments shall be included the Parties' first statements of such projected Manufacturing Costs for any pre-Launch inventory Manufacturing Costs incurred by the Parties between the Execution Date and the end of the first Quarter of 2003 as if such Manufacturing Costs were variances over previously projected pre-Launch inventory Manufacturing Costs. (g) In the event an API Bulk Drug Substance Supplier or Fill and Finish Services Supplier requires that Eyetech pay for capital expenditures required for the manufacture of the Products other than as part of the per-unit purchase price of the Products, Pfizer shall pay [**] percent ([**]%) of such expenditures and Eyetech shall pay [**] percent ([**]%) of such expenditures; provided that any agreement obligating Eyetech to pay for such capital expenditures shall be subject to the approval of the MSC as set forth in Sections 6.12(a) and 6.12(b). Pfizer shall reimburse Eyetech for Pfizer's share of all such expenditures incurred by Eyetech within thirty (30) days after receiving any invoice from Eyetech for such expenditures.

49 (h) The Parties shall cooperate, through the MSC, to obtain mutually agreeable second sources for the supply of active pharmaceutical ingredient bulk drug substance and fill and finish services for the Products. The Parties shall also cooperate, through the MSC, to optimize, or cause the API Bulk Drug Substance Supplier(s) and/or Fill and Finish Services Supplier(s) to optimize, the manufacturing process used to manufacture the Products in order to achieve improved quality and efficiency. (i) Subject to the provisions of Sections 6.12(f) and 6.12(g), the Parties' respective obligations with respect to Manufacturing Costs relating to Products manufactured for sale in the US Territory shall be as set forth in Section 8.3. 6.13 Customer Support. Eyetech will, subject to Pfizer's performance of its obligations under the Distribution Agreement, be responsible for distribution and invoicing of Products in the US Territory and providing customer service representatives to handle customer inquiries and service related to the Products. The number of these customer service representatives will be sufficient to reasonably handle calls and inquiries related to the Products. Such distribution, invoicing and customer service expenses shall be Marketing Expenses. ARTICLE 7 PAYMENT PROVISIONS 7.1 Payment Currency. All amounts due under this Agreement shall be paid to the designated Party in United States dollars. 7.2 Payments. All payments under this Agreement shall be made on or before the due date by electronic transfer in immediately available funds to the respective account designated in writing by each Party at least two (2) Business Days before the payment is due. Pfizer shall notify Eyetech's Treasurer, or such other Eyetech representative as Eyetech's treasurer shall 50 designate in writing, by facsimile transmission as to the date and amount of any payment that Pfizer shall make at least two (2) Business Days prior to such transfer. Eyetech shall notify Pfizer's treasurer, or such other Pfizer representative as Pfizer's treasurer shall designate in writing, by facsimile transmission as to the date and amount of any payment that Eyetech shall make at least two (2) Business Days prior to such transfer. All payments under this Agreement shall bear interest from the date due until paid at a rate equal to the prime rate of Citibank, NA as announced on the date such payment was due plus three percent (3%), compounded on a calendar quarterly basis. In addition, the Party liable for late payment shall reimburse the other Party for all reasonable costs and expenses, including without limitation reasonable attorneys' fees and legal expenses, incurred in the collection of late payments. ARTICLE 8 EXPENSE SHARING AND COMPENSATION 8.1 Sharing of Development Costs. (a) Subject to Sections 8.1(b) and (c), Pfizer shall pay seventy-five percent of all Development Costs and Eyetech shall pay twenty-five percent (25%) of all Development Costs (including Development Costs incurred for clinical studies performed to support regulatory filings in both the US Territory and the ROW Territory). (b) Subject to Section 8.1(e), with respect to Development Costs incurred for clinical studies performed solely to support a regulatory filing, or solely as a condition of receiving regulatory approval, in a country in the ROW Territory: (i) Pfizer shall pay ** and Eyetech shall pay ** of the first ** of such Development Costs; and

(ii) Pfizer shall pay all of such Development Costs in excess of xxx. 51 (c) The Parties shall each pay fifty percent (50%) of Development Costs incurred for clinical studies performed solely to support a regulatory filing in the US Territory, or solely as a condition of receiving regulatory approval in the US Territory. (d) Following the Effective Date, (i) Eyetech shall, at least thirty (30) days prior to the commencement of each Quarter in which Eyetech anticipates incurring Development Costs, prepare and deliver to Pfizer a statement of Development Costs projected to be incurred by Eyetech during such Quarter in accordance with Section 5.1 above and the annual Development Plan applicable to such Quarter and (ii) Pfizer shall, at least thirty (30) days prior to the commencement of each Quarter in which Pfizer anticipates incurring Development Costs, prepare and deliver to Eyetech a statement of Development Costs projected to be incurred by Pfizer during such Quarter in accordance with Section 5.1 above and the annual Development Plan applicable to such Quarter. Each Party shall include in such statement an adjustment for variances between projected Development Costs included in prior such statements delivered by such Party and actual Development Costs incurred by such Party in the periods covered by such prior statements. After delivery by each Party of its statement of projected Development Costs, Eyetech shall, at least fifteen (15) days prior to the commencement of such Quarter, prepare and deliver to Pfizer a combined statement of projected Development Costs to be incurred by both Parties for such Quarter, which shall provide a net amount to be advanced by the Party projected to incur less than its share of the combined Development Costs for such Quarter to the Party projected to incur more than its share of such combined Development Costs, such net amount to equal the difference between each Party's share of the combined Development Costs for such Quarter as determined in accordance with Sections 8.1(a), (b) and (c) and the Development Cost amount such Party is projected to incur during such Quarter. Within fifteen (15) days after 52 Eyetech's delivery of such combined statement of projected Development Costs, the Party required to advance the net amount reflected in such combined statement shall pay the other Party such net amount. Notwithstanding the foregoing provisions of this Section 8.1(e), the first Quarter for which the Parties shall provide the statements of projected Development Costs shall be the second Quarter of 2003, and adjustments shall be included the Parties' first statements of projected Development Costs for any Development Costs incurred by the Parties between December 1, 2002 and the end of the first Quarter of 2003 as if such Development Costs were variances over previously projected Development Costs. (e) For purposes of Section 8.1(b) above, a clinical study shall not be treated as performed solely to support a regulatory filing in one or more countries in the ROW Territory if such clinical study is also performed to support a regulatory filing in the US Territory; provided, however, that the mere fact that a clinical study performed to support a regulatory filing in the ROW Territory is required to be filed with FDA (pursuant to FDA regulations requiring that any clinical study conducted anywhere in the world be filed with FDA regardless of whether such clinical study is performed as a condition to receiving regulatory approval from FDA), does not in and of itself mean that such clinical study is also performed to support a regulatory filing in the US Territory. 8.2 Responsibility for Regulatory Costs. [**] be responsible for [**] of all Regulatory Costs. Such Regulatory Costs shall be reflected in the Parties' Quarterly Expense Reports pursuant to Section 8.6(b). [**] shall be solely responsible for all Out-of-Pocket Costs and other costs solely related to making or supporting regulatory filings in the ROW Territory. 8.3 Responsibility for Cost of Goods Sold. [**] be responsible for [**] of all Cost of Goods Sold for Products sold in the US Territory. Such Cost of Goods Sold shall be reflected in 53 the Parties' Quarterly Expense Reports pursuant to Section 8.6(b); provided that Pfizer and Eyetech shall each

the Parties' Quarterly Expense Reports pursuant to Section 8.6(b); provided that Pfizer and Eyetech shall each receive a credit (the "Inventory Build Credit") against the amount otherwise to be paid by it with respect to Cost of Goods Sold pursuant to this Section 8.3 equal to the lesser of (a) its share of the Cost of Goods Sold for such Quarter and (b) the previously un-credited portion of its Funded Inventory Build Costs. 8.4 Responsibility for Marketing Expenses. [**] responsible for [**] of all Marketing Expenses for the Products in the US Territory. Such Marketing Expenses shall be reflected in the Parties' Quarterly Expense Reports pursuant to Section 8.6(b). Pfizer shall be solely responsible for all Out-of-Pocket Costs and other costs solely related to the marketing and promotion of Products in the ROW Territory. In the event that any Out-of-Pocket Costs related to both the marketing and promotion of Products in the US Territory and the marketing and promotion of Products in the ROW Territory are incurred by either Party, the Parties shall in good faith discuss an equitable sharing of such Out-of-Pocket Costs. 8.5 Net Sales Reports. Subject to Pfizer's performance of its obligations under the Distribution Agreement, Eyetech shall deliver electronically to Pfizer daily (if practicable, but in any event not less than weekly) a report of gross sales of the Products in the US Territory on a daily (if practicable, but in any event not less than weekly) and Year-to-date basis. 8.6 Quarterly Reconciliation of Net Sales and Expenses. (a) During the Co-Promotion Term and subject to the terms and conditions hereof, Eyetech shall pay to Pfizer fifty percent (50%) of Net Sales in the US Territory. Payments by Eyetech to Pfizer of such amounts shall be made in accordance with the reconciliation procedures set forth below in this Section 8.6. 54 (b) Within thirty (30) days after the end of each Quarter during the Co-Promotion Term, each Party shall provide the other Party with a statement of the expenses described in Sections 8.2, 8.3 and 8.4 relating to the CoPromotion of Products, if any, incurred by such Party during such Quarter, as well as the details of any adjustments to be made to the amounts submitted by such Party for previous Quarters (such reports, "Quarterly Expense Reports"). The Quarterly Expense Reports shall be in a form to be mutually agreed by the Parties within ninety (90) days after the Execution Date. (c) Within forty (40) days after the end of each Quarter during the Co-Promotion Term, Eyetech shall prepare and deliver to Pfizer a report setting forth (i) the Net Sales of the Products in the US Territory during said Quarter, (ii) adjustments (including reimbursements or recoupment of prior deductions), if any, to Net Sales reported for any previous Quarter, (iii) each Party's share of the amounts set forth in the Quarterly Expense Reports for such Quarter, (iv) a calculation of the net amount payable and the Party owing such net amount after subtracting each Party's share of the amounts set forth in the Quarterly Expense Reports from each Party's share of Net Sales for such Quarter and (v) a statement of the net amount payable and the Party owing such net amount based on the foregoing calculation. The report prepared and delivered by Eyetech pursuant to this Section 8.6(c) shall be in a form to be mutually agreed by the Parties within ninety (90) days after the Execution Date. Notwithstanding the foregoing provisions of Section 8.6(b) and this Section 8.6(c), the first Quarter for which the Parties shall provide Quarterly Expense Reports and for which Eyetech shall provide a report pursuant to this Section 8.6(c) shall be the second Quarter of 2003, and adjustments shall be included in the Parties' first Quarterly Expense Reports for any Regulatory Costs, Cost of Goods Sold and Marketing Expenses incurred by the Parties between the 55 Execution Date and the end of the first Quarter of 2003 as if such costs and expenses were adjustments to be made to amounts previously reported in Quarterly Expense Reports. (d) The net amount payable, if any, as set forth in the report prepared and delivered in accordance with Section 8.6(c) shall be paid by the Party owing such net amount to the other Party within fifteen (15) days after such report is delivered by Eyetech.

8.7 Offset. Any amount payable by either Party pursuant to Section 8.6 may be offset against any other amounts then payable to such Party under Section 8.1. ARTICLE 9 ACCOUNTING AND REPORTS 9.1 Books and Records. Each Party shall keep comprehensive books and records relating to this Agreement in accordance with GAAP. Such books and records shall document all Detailing Reports and Net Sales, authorized expenses incurred or paid and any other costs incurred (including Marketing Expenses, Manufacturing Costs, third party royalty expenses, product liability and product recall expenses and Development Costs) or revenues earned relating to this Agreement and include all information subject to audit pursuant to Section 9.2. All such books and records shall be maintained for three (3) Years following the relevant Year or such longer period as is required by Law. 9.2 Audits. These audit and adjustment provisions apply with respect to all payments due from one Party to another pursuant to this Agreement, including without limitation amounts payable pursuant to Article 8 and the number of Details performed under Section 6.4. Each Party shall have the right to have the applicable books and records of the other Party audited by a nationally recognized independent certified public accountant, selected by a Party (as to which firm the other Party has no reasonable objection), under appropriate confidentiality provisions 56 reasonably acceptable to the accounting firm conducting the audit, for the sole purpose of verifying the accuracy of all financial, accounting and numerical information and calculations under this Agreement. Any such audit shall be conducted no more than once each Year during the Co-Promotion Term, shall be limited to payments due within the prior three (3) Years, and shall be conducted upon at least thirty (30) days' advance notice during normal business hours and in a manner that does not interfere unreasonably with the business of the audited entity. The results of any such audit shall be delivered in writing to each party. Any underpayment or overbilling determined by such audit shall promptly be paid or refunded by the audited Party. If the audited Party has underpaid or overbilled amounts due under this Agreement by more than five percent (5%) over any reporting period, the audited Party shall also reimburse the other Party for the cost of such audit (with the cost of the audit to be paid by the auditing Party in all other cases), plus interest at the interest rate set forth in Section 7.2, from the date of any such underpayment or overpayment. If the audited party is shown to be a Shortfall Party, the provisions of Section 6.5 of this Agreement shall control. Such accountants shall not reveal to the party seeking verification the details of its review, except insofar as is necessary to describe the underpayment, overbilling or level of Details. Any dispute arising out of any audit conducted pursuant to this Section 9.2 and any other dispute arising out of the Parties' respective payment obligations under this Agreement shall be resolved through binding arbitration in accordance with Article 15, and either party may submit such dispute to such binding arbitration. 9.3 Sales Force Efforts. For two (2) Years following each Year, each Party shall keep records relating to Details made by its Sales Representatives, and Detailing Reports, during or for such Year, including sampling of the Products. Such records shall be available for inspection and audit in accordance with Section 9.2 above to determine compliance with the terms hereof. 57 ARTICLE 10 INTELLECTUAL PROPERTY RIGHTS AND LABELING 10.1 Trademark and Corporate Logos. (a) Subject to the provisions of this Section 10.1, each Party shall retain all right, title and interest in and to its respective corporate name and logo.

(b) In the Territory, the Products shall be promoted and sold solely under the MACUGEN Trademark and shall use a trade dress mutually agreed by the Parties that includes Pfizer's and Eyetech's logos; provided that, on a country-by-country basis in the ROW Territory, the Parties may jointly agree that Pfizer shall promote and sell the Products in the ROW Territory under Trademarks other than the MACUGEN Trademark in accordance with Section 10.1(e). In the Territory, subject to the requirements of Law, Eyetech and Pfizer shall be identified and given equal exposure and prominence on all Product package inserts, trade packages, packaging, samples, and promotional materials; provided that Eyetech acknowledges that in the ROW Territory such identification of Eyetech shall be as the licensor or developer of the Products; and provided, further, that if Eyetech or Pfizer cannot be given equal exposure and prominence on all Product package inserts, trade packages, packaging, samples, and promotional materials in the Territory as a result of the requirements of Law, then Eyetech or Pfizer, as the case may be, shall be given as close to equal exposure and prominence as possible, consistent with applicable Law. (c) For the Co-Promotion Term, (i) Pfizer grants to Eyetech the non-exclusive right, free of charge, to use the Pfizer name and logo in the US Territory solely for the purpose of Co-Promotion of the Products in accordance with the terms of this Agreement and (ii) Eyetech grants to Pfizer the non-exclusive right, free of charge, to use the Eyetech name and logo and the 58 Trademark(s) in the US Territory solely for the purpose of Co-Promotion of the Products in accordance with the terms of this Agreement; provided that such rights shall be exercised, and all Products bearing such names and/or logos and/or such Trademark shall be manufactured, in accordance with the quality standards established by the MSC. (d) For the Term (as defined in the License Agreement), Eyetech grants to Pfizer the non-exclusive right, free of charge, to use the Eyetech name and logo and the Trademark(s) in the ROW Territory solely for purposes of marketing and promoting Products in the ROW Territory in accordance with the License Agreement; provided that such right shall be exercised, and all Products bearing such names and/or logos and/or such Trademark(s) shall be manufactured, in accordance with the quality standards established by the MSC. (e) Eyetech shall remain the owner of the Eyetech name and logo and the Trademark(s) and the goodwill pertaining thereto. Eyetech shall be solely responsible for registering and maintaining the Trademark(s) in the Territory and shall remain the owner thereof. Except as contemplated herein, Eyetech shall have no rights in or to the Pfizer name or logo or the goodwill pertaining thereto. Except as contemplated herein, Pfizer shall have no rights in the Trademark(s) in the Territory or to the Eyetech name or logo, or the goodwill pertaining thereto. It is the Parties' intention to utilize a single trademark for the Product throughout the Territory. Accordingly, Pfizer agrees to use the MACUGEN Trademark for the Products in the ROW Territory, provided, however, if any Governmental Authority in the EMEA or Japan fails to approve MACUGEN as the trademark for the Product, or if either Party reasonably determines that use of the MACUGEN Trademark may violate the rights of any third party in the ROW Territory, then the Parties shall jointly select an alternative Trademark for the Product in the ROW Territory. In either event, Eyetech shall be solely responsible for registering and 59 maintaining such alternative Trademark in the ROW Territory and shall be the owner thereof. Pfizer shall not register or seek to register the MACUGEN Trademark or any alternative Trademark selected by the Parties in any country of the Territory. [**] responsible for [**] of the cost of registering and maintaining the Trademark(s) in the US Territory and [**] shall be responsible for [**] percent ([**]%) of the cost of registering and maintaining the Trademark(s) in the ROW Territory. Eyetech shall include all such US Territory costs in Eyetech's Quarterly Expense Reports pursuant to Section 8.6(b). Pfizer shall reimburse Eyetech for all such ROW Territory costs incurred by Eyetech within thirty (30) days after receiving any invoice from Eyetech for such costs. (f) Eyetech shall inform Pfizer promptly of any infringement of or challenge to the Trademark(s) in the Territory, whether actual or threatened, which comes to the notice of Eyetech. In respect of the defense and infringement of the Trademark(s) in the ROW Territory, as between Pfizer and Eyetech, Pfizer shall have the first right, at its sole cost and expense, to bring suit and to take action against such infringer or challenger, in which case Pfizer shall

control the prosecution or defense of any such suit or claim, including without limitation, the choice of counsel, and shall have the exclusive right to settle or dispose of any such suit or claim. Eyetech shall provide reasonable assistance and co-operation as Pfizer may reasonably request, at Pfizer's sole cost and expense. (g) Pfizer shall inform Eyetech promptly of any infringement of or challenge to the Trademark(s) in the Territory, in each case whether actual or threatened, which comes to the notice of Pfizer. In respect of the defense and infringement of the Trademark(s) in the US Territory, as between Eyetech and Pfizer, Eyetech shall have the first right to bring suit and to take action against such infringer or challenger, in which case Eyetech shall control the 60 prosecution or defense of any such suit or claim, including without limitation, the choice of counsel, and shall have the exclusive right to settle or dispose of any such suit or claim. Pfizer shall provide reasonable assistance and cooperation as Eyetech may reasonably request. (h) Notwithstanding anything to the contrary in Sections 10.1(f) and 10.1(g) above, if a Party fails to initiate a suit or take other appropriate action that it has the initial right to initiate or take pursuant to Section 10.1(f) or Section 10.1(g), as applicable, within ninety (90) days after becoming aware of the basis for such suit or action, then the other Party may, in its discretion, provide the Party having the initial right with written notice of such other Party's intent to initiate a suit or take other appropriate action. If such other Party provides such notice and the Party having the initial right fails to initiate a suit or take such appropriate action within thirty (30) days after receipt of such notice from the other Party, then the other Party shall have the right to initiate a suit or take other appropriate action that it believes is reasonably required to protect the intellectual property rights at issue. The proceeds of any recovery, court award or settlement of such action shall first be applied to reimburse the Parties for the costs and expenses of such prosecution and the balance shall be paid, for amounts relating to the US Territory, [**] percent ([**]%) to Pfizer and [**] percent ([**]%) to Eyetech, and for amounts relating to the ROW Territory, [**] percent ([**]%) to Pfizer and [**] percent ([**]%) to Eyetech. 10.2 Copyrights and Proprietary Programs. Eyetech shall own all copyrights relating to Promotional Materials developed for use in the US Territory for the Products. Pfizer and Eyetech shall each retain all rights including, without limitation, copyrights and trademarks, to all of their respective existing programs and materials in all formats (print, video, audio, digital, computer, etc.) regarding sales training, patient education and disease management programs owned by each of them as of the Execution Date, as well as any modifications each may develop 61 in the future which are not specific to the Product. Eyetech and Pfizer shall, from time to time, endeavor to each notify the other as to the identity of such existing programs and materials. In addition, all new programs regarding sales training, patient education and disease management jointly developed by Eyetech and Pfizer pursuant to this Agreement shall be jointly owned by Eyetech and Pfizer, and each Party shall have the right to use and exploit such developed programs freely without any need to obtain the consent of the other Party and without any duty to account to the other Party for such use or exploitation. Each Party hereby assigns to the other Party all rights, title and interests, including all intellectual property rights, in and to such Promotional Materials and programs as necessary to give effect to the provisions of this Section 10.2. 10.3 Developments. All ideas, inventions, Know-How, writings, data and technical information (whether patentable or copyrightable or not) arising out of any development or Product Study of any AMD Product or DME Product, whether such development or study is sponsored and/or conducted by Eyetech or Pfizer or their respective Affiliates or any third party shall be owned by Eyetech. Pfizer hereby assigns to Eyetech all rights, title and interests, including all intellectual property rights, in and to such ideas, inventions, Know-How, writings, data and technical information as necessary to give effect to the provisions of this Section 10.3. 10.4 Third Party Agreements. Subject to Pfizer's performance of its material obligations under this Agreement and under the License Agreement with respect to its exercise of rights sublicensed to Pfizer by Eyetech and with respect to third party royalties payable by Pfizer, Eyetech covenants and agrees with Pfizer that, except where a failure by Eyetech to comply with the following would not have a material adverse effect on the Co-Promotion of the Products, Eyetech: (a) shall not execute any amendment, modification or waiver of any of the

the Products, Eyetech: (a) shall not execute any amendment, modification or waiver of any of the 62 licenses and agreements listed on Exhibit 10.4 ("Third Party Agreements") without the prior written consent of Pfizer, (b) shall not make any election or exercise any right or option (or omit to take any action) that would terminate or relinquish in whole or in part any Third Party Agreement, (c) shall comply with all of its obligations under the Third Party Agreements in all material respects, (d) shall take such reasonable actions as shall be necessary to keep in full force and effect the Third Party Agreements, and (e) shall give prompt notice to Pfizer, together with a summary of outstanding issues if Pfizer so requests and subject to any obligations of confidentiality owed by Eyetech to the other parties to such Third Party Agreements, of any actual or alleged defaults, breaches, violations, proposed amendments or proposed modifications of, or any proposed waivers under, any of the Third Party Agreements by any of the parties to the Third Party Agreements. ARTICLE 11 CONFIDENTIAL INFORMATION 11.1 Treatment of Confidential Information. During the Co-Promotion Term and for five (5) years after the expiration or termination of this Agreement, each Party shall maintain Confidential Information (as defined in Section 11.2) of the other Party in confidence, and shall not disclose, divulge or otherwise communicate such Confidential Information to others (except for agents and advisors under obligations of confidentiality) or use it for any purpose other than in connection with the development, manufacture, marketing, promotion, distribution or sale of the Products as provided in this Agreement, and each Party agrees to exercise reasonable efforts to prevent and restrain the unauthorized disclosure of such Confidential Information by any of its directors, officers, employees, consultants, subcontractors, licensees or agents, which reasonable 63 efforts shall be at least as diligent as those generally used by such Party in protecting its own confidential and proprietary information. 11.2 Confidential Information. "Confidential Information" means all trade secrets or other proprietary information, including without limitation any proprietary data and materials (whether or not patentable or protectable as a trade secret), regarding a Party's technology, products, business or objectives or regarding the Products, which is disclosed by a Party to the other Party. All information disclosed prior to the Effective Date by Eyetech to Pfizer under or pursuant to the confidentiality agreement between the Parties dated as of April 22, 2002, as amended, shall be deemed "Confidential Information" of Eyetech. Notwithstanding the foregoing, there shall be excluded from the foregoing definition of Confidential Information any of the foregoing that: (a) was known by the receiving Party prior to its date of disclosure to the receiving Party as shown by the receiving Party's written records; or (b) either before or after the date of the disclosure to the receiving Party is lawfully disclosed to the receiving Party by third parties not in violation of any obligation to the other Party; or (c) either before or after the date of the disclosure to the receiving Party becomes published or generally known to the public through no fault or omission on the part of the receiving Party or its Affiliates; or (d) is independently developed by or for the receiving Party without reference to or reliance upon the Confidential Information as demonstrated by contemporaneous written records of the receiving Party; or 64 (e) is required to be disclosed by the receiving Party to comply with applicable Laws, to defend or prosecute litigation or to comply with governmental regulations or the regulations or requirements of any stock exchange or Nasdaq, provided that the receiving Party provides prior notice of such disclosure to the other Party and takes

reasonable and lawful actions to avoid and/or minimize the degree of such disclosure. ARTICLE 12 REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION 12.1 Eyetech's Representations. Eyetech hereby represents and warrants as of the date hereof as follows: (a) Eyetech has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement has been duly and validly authorized and approved by proper corporate action on the part of Eyetech, and Eyetech has taken all other action required by law, its certificate of incorporation or by-laws or any agreement to which it is a party or by which it or its assets are bound required to authorize such execution, delivery and (subject to obtaining all necessary governmental approvals with respect to the manufacture, use, sale, offer for sale, or importation of Products and subject to any necessary HSR Clearance) performance. Assuming due authorization, execution and delivery on the part of Pfizer, this Agreement constitutes a legal, valid and binding obligation of Eyetech, enforceable against Eyetech in accordance with its terms. (b) All manufacturing operations conducted by Eyetech (or by third parties on its behalf) relating to the manufacturing of the Products are being conducted in material 65 compliance with applicable requirements and standards of any Governmental Authority in the jurisdiction(s) in which such manufacturing is being conducted. (c) The representations and warranties of Eyetech contained in the License Agreement are true and correct in all respects. (d) Eyetech has disclosed to Pfizer all material information known to Eyetech relating to: (i) the drug quality, including stability, variability, impurities and delivery performance in each case relating to the Product, and (ii) changes made by Eyetech or its Affiliates after the initiation of Phase III Clinical Trials for the Products relating to formulation, packaging and method of manufacture and formulation and to processing parameters, and (iii) the status of discussions with FDA or any Governmental Authorities directly relating thereto, and (iv) clinical trial site and contract research organization compliance with all provisions of the Act governing clinical investigations, and (v) the safety and efficacy of the Products. 12.2 Pfizer's Representations. Pfizer hereby represents and warrants as of the date hereof as follows: (a) Pfizer has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement has been duly and validly authorized and approved by proper corporate action on the part of Pfizer, and Pfizer has taken all other action required by law, its certificate of incorporation or by-laws or any agreement to which it is a party or by which it or its assets are bound required to authorize such execution, delivery and (subject to obtaining all necessary governmental approvals with respect to the manufacture, use, sale, offer for sale, or importation of Products and subject to any necessary HSR Clearance) performance. Assuming due authorization, execution and delivery on the part of Eyetech, this Agreement constitutes a 66 legal, valid and binding obligation of Pfizer, enforceable against Pfizer in accordance with its terms. (b) The representations and warranties of Pfizer contained in the License Agreement are true and correct in all respects. 12.3 No Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE PARTIES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

EXPRESS OR IMPLIED. 12.4 General Indemnification in Favor of Pfizer. (a) Eyetech shall indemnify, defend and hold Pfizer Parties (as hereinafter defined) harmless from and against any and all Losses (as hereinafter defined) incurred, suffered or sustained by Pfizer Parties or to which Pfizer Parties become subject, arising out of or resulting from: (i) any misrepresentation or breach of any representation, warranty, covenant or agreement made by Eyetech in this Agreement or the Other Product-Related Agreements; or (ii) any violation of the Act by Eyetech; or (iii) any third party claims, actions, suits, proceedings, liabilities or obligations ("Third Party Claims") arising out of or resulting from: (aa) any misrepresentation or breach of any representation, warranty, covenant or agreement made by Eyetech in this Agreement or the Other Product-Related Agreements; or (bb) the manufacture, use or sale of a Product, including without limitation all Third Party Claims involving death or bodily injury caused or 67 allegedly caused by the use of the Product (any all such Losses, "Product Liability"), where Eyetech is the manufacturer of Product (but not where Eyetech is the contracting Party with API Bulk Drug Substance Supplier (s) and/or Fill and Finish Services Supplier(s) pursuant to Section 6.12) and where such Product fails to meet Specifications or is not manufactured in accordance with GMP, if applicable; or (cc) the gross negligence, recklessness or willful misconduct (other than as to Product Liability matters) of Eyetech Parties in connection with Eyetech's performance of this Agreement or the Other Product-Related Agreements. For purposes of this Article 12, "Pfizer Parties" means Pfizer and its Affiliates and their respective agents, directors, officers and employees. (b) None of the indemnities in Section 12.4(a) shall apply to the extent that any Loss is the result of any breach of this Agreement or the Other Product-Related Agreements by Pfizer or of any gross negligence, recklessness or willful misconduct of Pfizer Parties. 12.5 General Indemnification in Favor of Eyetech. (a) Pfizer shall indemnify, defend and hold Eyetech Parties (as hereinafter defined) harmless from and against any and all Losses incurred, suffered or sustained by Eyetech Parties or to which Eyetech Parties become subject, arising out of or resulting from: (i) any misrepresentation or breach of any representation, warranty, covenant or agreement made by Pfizer in this Agreement or the Other Product-Related Agreements; or (ii) any violation of the Act by Pfizer; or 68 (iii) any Third Party Claims arising out of or resulting from: (aa) any misrepresentation or breach of any representation, warranty, covenant or agreement made by Pfizer in this Agreement or the Other Product-Related Agreements; or

this Agreement or the Other Product-Related Agreements; or (bb) Product Liability, where Pfizer is the manufacturer of Product (but not where Pfizer is the contracting Party with API Bulk Drug Substance Supplier(s) and/or Fill and Finish Services Supplier(s) pursuant to Section 6.12) and where such Product fails to meet Specifications or is not manufactured in accordance with GMP, if applicable; or (cc) the gross negligence, recklessness or willful misconduct (other than as to Product Liability matters) of Pfizer Parties in connection with Pfizer's performance of this Agreement or the Other Product-Related Agreements. For purposes of this Article 12, "Eyetech Parties" means Eyetech and its Affiliates and their respective agents, directors, officers and employees. (b) None of the indemnities in Section 12.5(a) shall apply to the extent that any Loss is the result of any breach of this Agreement or the Other Product-Related Agreements by Eyetech or of any gross negligence, recklessness or willful misconduct of Eyetech Parties. 12.6 Product Liability and Intellectual Property Infringement Indemnification. (a) Product Liability. (i) US Territory. Eyetech shall indemnify, defend and hold the Pfizer Parties harmless from and against [**] percent ([**]%) of the amount of any and all Losses arising out of or resulting from any Third Party Claim involving Product Liability in the US 69 Territory (other than Product Liability Losses for which one Party is obligated to indemnify the other Party pursuant to Section 12.4 or 12.5); Pfizer shall indemnify, defend and hold the Eyetech Parties harmless from and against [**] percent ([**]%) of the amount of any and all Losses arising out of or resulting from any Third Party Claim involving Product Liability in the US Territory (other than Product Liability Losses for which one Party is obligated to indemnify the other Party pursuant to Section 12.4 or 12.5). (ii) ROW Territory. Pfizer shall indemnify, defend and hold Eyetech Parties harmless from and against [**] percent ([**]%) of the amount of any and all Losses arising out of or resulting from any Third Party Claim involving Product Liability in the ROW Territory (other than Product Liability Losses for which Eyetech is obligated to indemnify Pfizer pursuant to Section 12.4). (iii) Certain Product Liability Claims. Notwithstanding Sections 12.6(a)(i) and 12.6(a)(ii) above, Eyetech shall indemnify, defend and hold the Pfizer Parties harmless from and against [**] percent ([**]%) of the amount of any and all Losses arising out of or resulting from any Third Party Claims involving the Product Liability matters described in Exhibit 12.6(a)(iii). (b) Intellectual Property Infringement. (i) US Territory. Eyetech shall indemnify, defend and hold the Pfizer Parties harmless from and against [**] percent ([**]%) of the amount of any and all Losses arising out of or resulting from any Third Party Claims involving any actual or alleged infringement of any trademarks, patent rights or other intellectual property rights, or misappropriation of trade secrets, of any Person in connection with the manufacture, use, sale or importation of the Product in the US Territory or in connection with the manufacture or use of 70 the Product in the ROW Territory for subsequent importation and/or sale in the US Territory (other than Losses for which one Party is obligated to indemnify the other Party pursuant to Section 12.4 or 12.5 and other than Losses relating to Products ultimately sold outside the US Territory, which are governed by Section 12.6(b)(ii)); Pfizer shall indemnify, defend and hold the Eyetech Parties harmless from and against [**]

Section 12.6(b)(ii)); Pfizer shall indemnify, defend and hold the Eyetech Parties harmless from and against [**] percent ([**]%) of the amount of any and all Losses arising out of or resulting from any Third Party Claims involving any actual or alleged infringement of any trademarks, patent rights or other intellectual property rights, or misappropriation of trade secrets, of any Person in connection with the manufacture, use, sale or importation of the Product in the US Territory or in connection with the manufacture or use of the Product in the ROW Territory for subsequent importation and/or sale in the US Territory (other than Losses for which one Party is obligated to indemnify the other Party pursuant to Section 12.4 or 12.5 and other than Losses relating to Products ultimately sold outside the US Territory, which are governed by Section 12.6(b)(ii)). (ii) ROW Territory. Pfizer shall indemnify, defend and hold the Eyetech Parties harmless from and against [**] percent ([**]%) of the amount of any and all Losses arising out of or resulting from any Third Party Claims involving any actual or alleged infringement of any trademarks, patent rights or other intellectual property rights, or misappropriation of trade secrets, of any Person in connection with the manufacture, use, sale or importation of the Product in the ROW Territory or in connection with the manufacture or use of the Product in the US Territory for subsequent importation and/or sale in the ROW Territory (other than Losses for which Eyetech is obligated to indemnify Pfizer pursuant to Section 12.4 and other than Losses relating to Products ultimately sold by Eyetech in the US Territory, which are governed by Section 12.6(b)(i)). 71 (iii) Certain Third Party Intellectual Property. Notwithstanding Sections 12.6(b)(i) and 12.6(b)(ii) above, Eyetech shall indemnify, defend and hold the Pfizer Parties harmless from and against [**] percent ([**]%) of the amount of any and all Losses arising out of or resulting from any Third Party Claims based on the matters set forth in: (A) the letter from Harsha Murthy to Larry Miller dated December 17, 2002 in connection with the manufacture, use, sale or importation of Products in the Territory; provided that such indemnity shall not apply to (I) Losses for which Pfizer is obligated to indemnify Eyetech pursuant to Section 12.5, (II) Losses arising out of Third Party Claims [**] such Losses or (III) royalties or other amounts payable [**]; or (B) Exhibit 12.6(b)(iii)(B). 12.7 "Losses". For purposes of this Article 12, "Losses" shall mean, subject to Section 12.8, any and all (a) claims, losses, liabilities, damages, fines, royalties, governmental penalties or punitive damages, deficiencies, interest, awards, and judgments, and (b) with respect to third parties, settlement amounts and all of the items referred to in clause (a) above which, in accordance with Section 12.8, include third party special, indirect, incidental, consequential damages (including without limitation lost profits) and third party punitive and multiple damages, and (c) in connection with all of the items referred in clauses (a) and (b) above, any and all costs and expenses (including reasonable attorneys' fees and all other expenses reasonably incurred in investigating, preparing or defending any litigation or proceeding, commenced or threatened). 72 12.8 No Consequential or Punitive Damages. (a) NEITHER PARTY HERETO WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, OR FOR LOST PROFITS ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF SUCH DAMAGES. NOTHING IN THIS SECTION 12.8 IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY UNDER THIS AGREEMENT WITH RESPECT TO THIRD PARTY CLAIMS. (b) Notwithstanding anything to the contrary contained in this Agreement, in the case of any claim by any Party alleging any breach of this Agreement by the other Party, any payment obligation pursuant to Sections 8.1 and 8.6 of this Agreement (the "Payment Obligations"), will not be considered as constituting special, incidental, indirect or consequential damages under this Agreement (and, accordingly, nothing in Section 12.8(a) shall prevent the recovery or inclusion of Payment Obligations in the definition of "Losses").

12.9 General Indemnification Procedures. (a) A Party seeking indemnification pursuant to this Article 12 (an "Indemnified Party") shall give prompt notice to the Party from whom such indemnification is sought (the "Indemnifying Party") of the commencement or assertion of any Third Party Claim (which in no event includes any claims by any Pfizer Parties or any Eyetech Parties) in respect of which indemnity may be sought hereunder, shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, and shall not make any admission concerning such Third Party Claim, unless such admission is required by applicable 73 Law or legal process, including in response to questions presented in depositions or interrogatories. Any admission made by the Indemnified Party, except for an admission required by applicable Law or legal process, or the failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the ability of the Indemnifying Party to defend such Third Party Claim is prejudiced thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement or assertion of a Third Party Claim, to assume and conduct the defense of such Third Party Claim, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. The Indemnified Party shall not settle such Third Party Claim within such thirty (30) day period. Subject to the initial and continuing satisfaction of the terms and conditions of this Article 12, the Indemnifying Party shall have full control of such Third Party Claim, including settlement negotiations and any legal proceedings. If the Indemnifying Party does not assume the defense of such Third Party Claim in accordance with this Section 12.9, the Indemnified Party may defend the Third Party Claim. If both Parties are Indemnifying Parties pursuant to co-indemnification obligations under Section 12.6 with respect to the same Third Party Claim, the Parties shall determine by mutual agreement, within twenty (20) days following their receipt of notice of commencement or assertion of such Third Party Claim (or such lesser period of time as may be required to properly respond to such claim), which Party shall assume the lead role in the defense thereof. Should the Parties be unable to mutually agree on which Party shall assume the lead role in the defense of such Third Party Claim, both Parties shall be entitled to participate in such defense through counsel of their respective choosing; provided that in the case of any Third Party Claim with respect to which (i) both Parties are Indemnifying Parties pursuant to co74 indemnification obligations under Section 12.6(b) and (ii) more than [**] percent ([**]%) of the Products involved in the infringement or misappropriation alleged in such Third Party Claim were sold or intended for sale in the ROW Territory, Pfizer may defend the Third Party Claim in accordance with this Section 12.9 (without giving effect to the immediately preceding sentence), but may not enter into any settlement or consent to any judgment with respect to such Third Party Claim without Eyetech's prior written consent if either (x) such settlement or judgment would, taking into account the indemnification provisions of Section 12.6 (b), impose more than $[**] in liability on Eyetech or (y) such settlement or judgment would, taking into account the indemnification provisions of Section 12.6(b), impose more monetary liability on Eyetech than on Pfizer or include non-monetary conditions with respect to Eyetech. (b) The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control), at its own expense (subject to the immediately succeeding sentence), the defense of any Third Party Claim which the other is defending as provided in this Agreement. The Indemnifying Party shall not be liable for any litigation costs or expenses incurred, without its consent, by the Indemnified Party where the action or proceeding is under the control of the Indemnifying Party; provided, however, that if the Indemnifying Party fails to take reasonable steps necessary to defend such Third Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection therewith. (c) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim to the extent such Third Party Claim involves equitable or other non-monetary relief from the Indemnified Party. No Party shall,

Party. No Party shall, 75 without the prior written consent of the other Party, enter into any compromise or settlement which commits the other Party to take, or to forbear to take, any action. (d) Whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, all the Parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (e) The Indemnified Party shall use commercially reasonable efforts to pursue all rights and remedies available in order to minimize the Losses for which indemnification is provided to the Indemnified Party under this Article 12. Any indemnification hereunder shall be made net of any insurance proceeds recovered by the Indemnified Party from unaffiliated third parties; provided, however, that if, following the payment to the Indemnified Party of any amount under this Article 12, such Indemnified Party recovers any such insurance proceeds in respect of the claim for which such indemnification payment was made, the Indemnified Party shall promptly pay an amount equal to the amount of such proceeds (but not exceeding the amount of such indemnification payment) to the Indemnifying Party. (f) The Parties agree and acknowledge that the provisions of this Article 12 represent the Indemnified Party's exclusive recourse with respect to any Losses for which indemnification is provided to the Indemnified Party under this Article 12. 76 ARTICLE 13 TERM AND TERMINATION 13.1 Term. This Agreement shall be effective as of the Effective Date and shall continue in force until the expiration of the Co-Promotion Term, unless sooner terminated as provided herein. 13.2 Termination for Breach. Eyetech shall have the rights set forth below in this Section 13.2 by notice to Pfizer, and Pfizer shall have the rights set forth below in this Section 13.2 by notice to Eyetech. (a) Upon Eyetech's notice to Pfizer that a Material Default by Pfizer has occurred, the Parties will meet to discuss in good faith whether a plan to remedy the Material Default can be mutually agreed. If the Parties fail to so agree within thirty (30) days after the date of such notice, Section 13.2(b) below shall apply. Notwithstanding the foregoing provisions of this Section 13.2(a), in the case of a payment default, the provisions of Section 13.2(b) below shall apply without any obligation to meet to discuss remedies pursuant to this Section 13.2(a). (b) Subject to the terms hereof, upon the occurrence of any Material Default by Pfizer, Eyetech may, upon ninety (90) days prior written notice, terminate this Agreement and the other Product-Related Agreements. Eyetech may give the notice specified in this Section 13.2(b) concurrently with the notice specified in Section 13.2(a) and shall not give the notice specified in this Section 13.2(b) later than sixty (60) days after the date of the notice specified in Section 13.2(a). (c) Upon Pfizer's notice to Eyetech that a Material Default by Eyetech has occurred, the Parties will meet to discuss in good faith whether a plan to remedy the Material Default can be mutually agreed. If the Parties fail to so agree within thirty (30) days after the 77

date of such notice, Section 13.2 (d) below shall apply. Notwithstanding the foregoing provisions of this Section 13.2(c), in the case of a payment default, the provisions of Section 13.2(d) below shall apply without any obligation to meet to discuss remedies pursuant to this Section 13.2(c). (d) Subject to the terms hereof, upon the occurrence of any Material Default by Eyetech, Pfizer may, upon ninety (90) days prior notice, terminate this Agreement and the other Product-Related Agreements. Pfizer may give the notice specified in this Section 13.2(d) concurrently with the notice specified in Section 13.2(c) and shall not give the notice specified in this Section 13.2(d) later than sixty (60) days after the date of the notice specified in Section 13.2(c). (e) "Material Default" means: (i) any default by any Party hereto of its covenants, agreements or other performance obligations under this Agreement or the License Agreement other than a payment default (which may include any one or more defaults of any specific covenant, agreement or other performance obligations contained herein) that, when aggregated with any other such uncured defaults by such Party, is (x) material to this Agreement and the License Agreement taken as a whole, and (y) shall have continued for thirty (30) days after written notice thereof was provided to the alleged defaulting Party by the non-defaulting Party (or, if such defaults cannot be cured within such 30-day period, if the alleged defaulting Party does not promptly commence and diligently continue all reasonable actions to cure such defaults during such 30-day period or does not cure in full such defaults within sixty (60) days after written notice thereof was provided to the alleged defaulting Party); or 78 (ii) any default by any Party hereto of its payment obligations hereunder that shall have continued for fifteen (15) days after written notice thereof was provided to the alleged defaulting Party by the non-defaulting Party; provided that, in the event of a good faith payment dispute, such fifteen (15) day cure period shall be extended through the fifteenth day following the date on which such dispute is resolved if the alleged defaulting Party paid all undisputed amounts when due and provided the non-defaulting Party with a reasonably detailed written explanation of the alleged defaulting Party's basis for disputing the payment obligation within the fifteen (15) day period following the written notice of the default by the non-defaulting Party. (f) In the event of a Material Default by Eyetech described in Section 13.2(c), Pfizer may, in its sole discretion, elect by written notice to Eyetech of such election not later than sixty (60) days after the date of the notice specified in Section 13.2(c), as an alternative to terminating this Agreement and the other Product-Related Agreements, the Elective Remedy. 13.3 HSR Denial. Either Party may terminate all of the Transaction Agreements effective upon notice to the other Party if the HSR Clearance Date shall not have occurred on or prior to the date sixty (60) days after the Parties make their respective HSR Filings pursuant to Section 16.1. In the event of any termination pursuant to this Section 13.3, the Transaction Agreements, including without limitation Section 13.9 of this Agreement, shall terminate; provided, however, the confidentiality agreement between the Parties dated as of April 22, 2002, as amended, shall remain in full force and effect notwithstanding any termination of the Transaction Agreements in accordance with this Section 13.3. 13.4 Detail Shortfalls. Either Party may terminate this Agreement as provided in Section 6.5. 79 13.5 Breach of Non-Competition obligations. If a Party breaches its obligations under Section 14.1, the other Party may terminate this Agreement upon thirty (30) days prior written notice of termination to the breaching Party; provided that, if the breaching Party permanently ceases the activity or eliminates the condition, as applicable, giving rise to the breach of its obligations under Section 14.1 prior to the expiration of such thirty (30) day notice period, such termination shall not take effect. 13.6 Changes of Control. In the event of any Change in Control, the Party subject to such Change of Control shall promptly notify the other Party of such Change in Control, and the Party not subject to such Change of Control shall have the right upon sixty (60) days notice, to terminate this Agreement and the other Product-

Control shall have the right upon sixty (60) days notice, to terminate this Agreement and the other ProductRelated Agreements where the Acquiring Corporation has not agreed to assume all obligations of an Affiliate of the Party subject to the Change of Control under this Agreement and the License Agreement. In the event of any Change in Control of Eyetech, Pfizer shall have the right upon one hundred twenty (120) days notice, to terminate either or both of the Regulatory Services Agreement and the Distribution Agreement. If the Change of Control of Eyetech is an acquisition of Eyetech by a third party that, together with its Affiliates, had annual revenues from the sale of prescription pharmaceutical products in the US in excess of US$1 billion during its most recently reported fiscal year, then the acquiring Person shall have the right upon one hundred twenty (120) days written notice, to terminate either or both of the Regulatory Services Agreement and the Distribution Agreement. In either event, each of Pfizer or the acquiring Person must exercise its right of termination with six (6) months of the date of such Change of Control. 13.7 Termination of License Agreement. In the event that the License Agreement is terminated or expires for any reason, either Party may, at its option, terminate this Agreement and the other Product-Related Agreements upon written notice of termination to the other Party. 80 13.8 Sales Threshold Termination. If, during the [**] period commencing with the Year following the earlier of (a) the implementation of a National Coverage Determination for the first Product from the United States Department of Health and Human Services (Centers for Medicare and Medicaid Services) and (b) the [**] of such Product in the US Territory, the Net Sales in the US Territory for any [**] during such [**] period are less than [**], for the [**], and such failure to achieve such Net Sales targets is not a result of Eyetech's material breaches of its representations, warranties, covenants and agreements contained in this Agreement and the License Agreement (such failure to achieve Net Sales, the "Net Sales Failure"), then Eyetech may, at any time within [**] following determination of Net Sales for the [**], elect to terminate this Agreement upon 180 days notice to Pfizer; provided that such termination shall be Eyetech's sole and exclusive remedy and Pfizer's sole and exclusive liability in the event of termination by Eyetech pursuant to this Section 13.8. In the event of any termination of this Agreement pursuant to this Section 13.8, Eyetech shall thereafter pay to Pfizer (x) a royalty of [**] percent ([**]%) of the first [**] of annual Net Sales in the US Territory and (y) a royalty of [**] percent ([**]%) of annual Net Sales in the US Territory [**], for each Year of the [**] Years of the Co-Promotion Term immediately following such termination, as if this Agreement had not been terminated. 13.9 Survival of obligations. Notwithstanding any termination or expiration of this Agreement, (a) neither Party shall be relieved of any obligations incurred prior to such termination or expiration, including without limitation payment obligations accrued prior to such termination or expiration; (b) the obligations of the Parties with respect to accounts and reports (Article 9), ownership of intellectual property (Article 10), the protection and nondisclosure of Confidential Information (Article 11), dispute resolution (Article 15), indemnification (Sections 12.4, 12.5, 12.6, 12.7, 12.8 and 12.9), this Section 13.9 and non-competition (Section 14.1), as well as any other provision of this Agreement which by its terms survives termination or which is required to give effect to such termination or the consequences of such termination, shall survive termination and remain in effect in accordance with their respective terms; (c) If the License Agreement remains in effect after such termination or expiration of this Agreement (a "License Survival Event"), the provisions of this Agreement that relate to Products in the RoW Territory shall survive such termination for so long as the License Agreement remains in effect. If a License Survival Event takes place, the Parties recognize that adjustments may need to be made to certain of such surviving provisions relating to Products in the RoW Territory, such as the arrangements respecting the governance provisions set forth in Article 3. Without limiting the foregoing, the Parties acknowledge that the following rights shall survive termination or expiration of this Agreement in the case of a License Survival Event: (a) the rights granted to Pfizer in Sections 10.1 and 10.2 of this Agreement; (b) Eyetech's rights with 81

respect to the MSC's responsibilities for ensuring that all Products are manufactured in accordance with the Parties' quality standards pursuant to Section 3.5; and (c) Eyetech's rights with respect to Pfizer's regulatory activities in the RoW Territory pursuant to Section 4.2(c) of this Agreement. After a License Survival Event, for so long as the License Agreement remains in effect, Pfizer shall have rights with respect to Eyetech's regulatory activities in the US Territory commensurate with the rights Eyetech has with respect to RoW Territory regulatory matters under Section 4.2(c); (d) Pfizer's obligations under Section 8.1 with respect to Development Costs during the following periods immediately following termination shall survive any termination pursuant to Section 13.2 based on Material Default(s) by Pfizer or any termination pursuant to Section 13.7: (i) if such termination occurs prior to the first Launch of a Product in the US Territory, twelve (12) months, (ii) if such termination occurs after the first Launch of a Product in the US Territory but prior to the fifth anniversary of such Launch, nine (9) months, and (iii) if such termination occurs after the fifth anniversary of the first Launch of a Product in the US Territory, six (6) months; (e) Pfizer shall promptly and in no event later than sixty (60) days after termination or expiration (i) transfer to Eyetech ownership of all governmental or regulatory filings and approvals (including all INDs and NDAs (and their foreign equivalents)) relating to Products, (ii) deliver to Eyetech all pre-clinical and clinical data and information in Pfizer's possession or control relating to Products, (iii) deliver to Eyetech copies of all reports, records, regulatory correspondence and other materials in Pfizer's possession or control relating to the preclinical and clinical development, regulatory approval, manufacture, distribution and sales of Products, including without limitation all information contained in the centralized global safety 82 database established and maintained by Pfizer in accordance with the Regulatory Services Agreement, and (iv) deliver to Eyetech all data and information relating to process conditions, in-process controls, analytical methodology and formulation, in each case as developed by Pfizer and relating to the manufacturing of Products, solely for use in connection with the Products; (f) Pfizer shall grant to Eyetech a non-exclusive, non-royalty-bearing, perpetual right and license under Pfizer's and its Affiliates' rights in Collaboration Intellectual Property (as defined in the License Agreement) to develop, make, have made, use, sell, offer for sale, import, and have imported Products in the Territory; (g) if Pfizer has contracted with API Bulk Drug Substance Supplier(s) or with Fill and Finish Services Supplier(s), or if Pfizer has taken over responsibility for performing, either directly or through Affiliates, services that otherwise would be performed by API Bulk Drug Substance Supplier(s) and/or Fill and Finish Services Supplier (s), Pfizer shall continue to manufacture or have manufactured (including filling and finishing of) Products being manufactured by Pfizer and/or its Affiliates, on the terms and conditions in effect immediately prior to the applicable notice of termination, for worldwide supply to Eyetech during the shorter of (i) the twenty-four (24) month period following termination and (ii) the period following termination and prior to Eyetech's establishment of its own manufacturing capabilities and/or third party manufacturing and supply arrangements with respect to the Products; and Pfizer shall cooperate with Eyetech during such period to assign to Eyetech all third party manufacturing and supply (including fill and finish services) agreements and transfer to Eyetech all manufacturing know-how, and to provide Eyetech with such other assistance as may be requested by Eyetech, reasonably required by Eyetech for the purpose of establishing its own manufacturing 83 capabilities and/or third party manufacturing and supply arrangements with respect to the Products; (h) Pfizer shall permit Eyetech, at Eyetech's option, to purchase, at Manufacturing Cost, all or any part of Pfizer's worldwide unsold inventory of raw materials for Products, work-in-progress Products and finished Products as of the effective date of termination, provided that, Pfizer shall not be required to sell to Eyetech inventories of raw materials for Products and work-in-progress Products that Pfizer needs to satisfy its obligations under Section 13.9(g); and (i) unless this Agreement expressly provides that termination shall be the sole and exclusive remedy for a particular breach hereof, either Party's right to commence an action, suit or other proceeding claiming breach of

particular breach hereof, either Party's right to commence an action, suit or other proceeding claiming breach of this Agreement by the other Party shall survive termination. Upon any termination of this Agreement, each Party shall promptly return to the other Party all written Confidential Information, and all copies thereof, of such other Party and Pfizer shall have no further right with respect to, and shall cease all activities related to Co-Promotion of the Products. ARTICLE 14 NON-COMPETITION; DETAILING SERVICES AGREEMENT 14.1 Non-Competition. During the Co-Promotion Term and during the Term (as defined in the License Agreement), neither Pfizer nor Eyetech nor any of their Affiliates shall, directly or indirectly, manufacture commercial quantities of, or market, sell, detail or promote, any Competing Product in the Territory (excluding the EU, as defined in the License Agreement), except for the Products as provided in this Agreement and in the License 84 Agreement. If (a) either Party terminates this Agreement pursuant to Section 13.2, 13.4 or 13.5 of this Agreement or (b) Pfizer terminates the License Agreement pursuant to Section 10.1 of the License Agreement, then the prohibition set forth in the immediately preceding sentence shall, in the case of a termination described in clause (a) of this sentence, be extended with respect to the other Party and its Affiliates through a period immediately following the effective date of such termination of: (i) [**], if such termination occurs [**], (ii) [**], if such termination occurs [**], or (iii) [**], if such termination occurs [**], and, in the case of a termination described in clause (b) of this sentence, be extended with respect to Pfizer and its Affiliates through a period immediately following the effective date of such termination of: (i) [**], if such termination occurs [**], (ii) [**], if such termination occurs [**], or (iii) [**], if such termination occurs [**]. Notwithstanding the foregoing, Eyetech and its Affiliates, either directly or in collaboration with third parties, shall be entitled to commercialize products that contain or are based on the Compound (as defined in the License Agreement) for use outside the Field ("POF"), provided such products are sold under product trademarks other than the Trademark(s) and are: (a) in a different dosage strength; (b) in a different formulation; or (c) with a different delivery system; in each case not intended or developed for use in the Field. Eyetech and its Affiliates shall not conduct clinical trials or marketing studies with respect to such POF to support use of such POF in the Field, and Eyetech and its Affiliates shall require any third party collaborator to comply 85 with this undertaking with respect to any POF. Subject to the provisions of Section 14.2, any breach of this Section 14.1 shall entitle the non-breaching Party to terminate this Agreement and the Other Product-Related Agreements pursuant to Section 13.5. 14.2 Acquisitions Involving Competing Products. Notwithstanding the provisions of Section 14.1 above, if during the Co-Promotion Term Pfizer or Eyetech or any of their respective Affiliates acquires or agrees to acquire a Competing Product in the Territory through acquisition of or merger with a company or entity, or is acquired or agrees to be acquired by a company or entity that owns a Competing Product in the Territory, Pfizer or Eyetech,

agrees to be acquired by a company or entity that owns a Competing Product in the Territory, Pfizer or Eyetech, as applicable, shall have thirty (30) days from the date of public announcement of the acquisition or merger to notify the other Party as to whether Pfizer or Eyetech or the acquiring company or entity, as applicable, intends to divest its interest in such Competing Product. In the event that Pfizer or Eyetech or the acquiring company or entity, as applicable, elects to divest its interest in such Competing Product, such Party or the acquiring company or entity shall use reasonable efforts to identify a third party purchaser to whom such Party or the acquiring company or entity will divest its interest in such Competing Product and to enter into a definitive agreement with such third party for such divestiture as soon as reasonably practicable under the circumstances. If Pfizer or Eyetech or the acquiring company or entity, as applicable, elects not to divest its interest in such Competing Product or fails to divest its interest in such Competing Product within [**] after the closing of the transaction for which Pfizer or Eyetech, as applicable, has provided the other Party with notice, then the other Party shall have the option, upon written notice to Pfizer or Eyetech, as applicable, given no later than ninety (90) days after the earlier of: (i) Pfizer's or Eyetech's written notice, as applicable, of its election not to divest such Competing Product; and (ii) the end of such [**] period described above, to terminate this Agreement and the Other Product86 Related Agreements pursuant to Section 14.1, treating such election not to divest or failure to divest such Competing Product as a breach of Section 14.1. Notwithstanding the provisions of Section 14.1 and this Section 14.2, however, neither Party shall have the right to terminate this Agreement and the Other Product-Related Agreements based on the other Party's or its Affiliate's or acquiring company's or entity's failure to divest its interest in a Competing Product that is sold only in the EU (as defined in the License Agreement). 14.3 Detailing Services Agreement; Additional Agreements. (a) The Detailing Services Agreement shall become effective only upon the completion of the Pharmacia Merger. (b) The Parties shall in good faith undertake to identify an additional Pfizer product for ophthalmic use and potential sale to retinal specialists, in addition to the products covered by the Detailing Services Agreement (an "Additional Pfizer Product"). If the Parties are able to identify and mutually agree upon such Additional Pfizer Product, the Parties will attempt to negotiate in good faith the terms and conditions of an agreement to allow Eyetech to detail, co-develop or license such Additional Pfizer Product. (c) If for any reason (i) the Pharmacia Merger Agreement is terminated or (ii) Pfizer determines that the Pharmacia Merger cannot be closed, then, in either event, Pfizer and Eyetech will undertake in good faith to identify a Pfizer product for ophthalmic use and sale to retinal specialists to substitute for the products covered by the Detailing Services Agreement (a "Substitute Product"). If the Parties are able to identify and mutually agree upon such Substitute Product, the Parties will attempt to negotiate in good faith the terms and conditions of an agreement to allow Eyetech to detail, co-develop or license such Substitute Product. 87 (d) Notwithstanding the foregoing, neither Party is obligated to enter into any agreement with the other pursuant to subsections 14.3(b) or 14.3(c). Accordingly, if the Parties are unable to enter into an agreement respecting an Additional Pfizer Product or Substitute Product, Eyetech shall have no rights to any such product, and Pfizer shall have no obligations to Eyetech with respect to any such product or resulting from the Parties' inability to enter into an agreement pursuant to subsections 14.3(b) or 14.3(c). ARTICLE 15 DISPUTE RESOLUTION 15.1 Arbitration. Any payment dispute or dispute arising out of any audit conducted pursuant to Section 9.2 shall be resolved through binding arbitration as follows: (a) A Party may submit such dispute to arbitration by notifying the other Party, in writing, of such dispute. Within thirty (30) days after receipt of such notice, the Parties shall designate in writing a single arbitrator to resolve the

thirty (30) days after receipt of such notice, the Parties shall designate in writing a single arbitrator to resolve the dispute; provided, however, that if the Parties cannot agree on an arbitrator within such 30-day period, the arbitrator shall be selected by the New York, New York office of the American Arbitration Association (the "AAA"). The arbitrator shall be a lawyer knowledgeable and experienced in the law concerning the subject matter of the dispute, and shall not be an Affiliate, employee, consultant, officer, director or stockholder of any Party. (b) Within thirty (30) days after the designation of the arbitrator, the arbitrator and the Parties shall meet, at which time the Parties shall be required to set forth in writing all disputed issues and a proposed ruling on the merits of each such issue. (c) The arbitrator shall set a date for a hearing, which shall be no later than thirty (30) days after the submission of written proposals pursuant to Section 15.1(b), to discuss 88 each of the issues identified by the Parties. The Parties shall have the right to be represented by counsel. Except as provided herein, the arbitration shall be governed by the Commercial Arbitration Rules of the AAA; provided, however, that the Federal Rules of Evidence shall apply with regard to the admissibility of evidence. (d) The arbitrator shall use his or her best efforts to rule on each disputed issue within thirty (30) days after the completion of the hearings described in Section 15.1(c). The determination of the arbitrator as to the resolution of any dispute shall be binding and conclusive upon all Parties. All rulings of the arbitrator shall be in writing and shall be delivered to the Parties. (e) The (i) attorneys' fees of the Parties in any arbitration, (ii) fees of the arbitrator and (iii) costs and expenses of the arbitration shall be borne by the Parties as determined by the arbitrator. (f) Any arbitration pursuant to this Section 15.1 shall be conducted in New York, New York. Any arbitration award may be entered in and enforced by a court in accordance with Section 17.2. 15.2 No Limitation. Nothing in Section 15.1 shall be construed as limiting in any way the right of a Party to seek a temporary restraining order or preliminary injunction with respect to any actual or threatened breach of this Agreement from, or to bring an action in aid of arbitration in, a court in accordance with Section 17.2. Should any Party seek a temporary restraining order or preliminary injunction, then for purposes of determining whether to grant such temporary restraining order or preliminary injunction, the dispute underlying the request for such temporary restraining order or preliminary injunction may be heard by a court in accordance with Section 17.2. 89 ARTICLE 16 HSR MATTERS 16.1 HSR Filings. Each of Eyetech and Pfizer shall as promptly as possible and not later than January 22, 2003 file with the FTC and the Antitrust Division of the DOJ, any HSR Filing required of it under the HSR Act with respect to the transactions contemplated by the Transaction Agreements. The Parties shall cooperate with one another to the extent necessary in the preparation of any HSR Filing required to be filed under the HSR Act. Each Party shall be responsible for its own costs, expenses, and filing fees associated with any HSR Filing. 16.2 HSR Cooperation; Further Assurances. Eyetech and Pfizer agree, and shall cause each of their respective Affiliates, to cooperate and to use their respective commercially reasonable efforts to obtain any HSR Clearance required for the consummation of the transactions contemplated under the Transaction Agreements and to respond to any government requests for information under the HSR Act. The Parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to the HSR Act. For the avoidance of doubt, it is agreed that neither Party shall be obligated in any way to (a) sell, transfer or otherwise dispose of

doubt, it is agreed that neither Party shall be obligated in any way to (a) sell, transfer or otherwise dispose of (including without limitation by way on any "hold separate" or similar arrangement) any asset or product or business, (b) terminate any contractual relationship, or (c) amend, terminate or otherwise modify any licenses or other intellectual property agreements, in order to obtain HSR Clearance with respect to the transactions contemplated by the Transaction Agreements. 90 16.3 Activities Prior to the Effective Date. The Parties shall not engage in any of the activities contemplated by this Agreement and the Other Product-Related Agreements, other than seeking to obtain HSR Clearance, prior to the Effective Date. ARTICLE 17 MISCELLANEOUS 17.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of New York, without regard to its conflicts of laws rules. 17.2 Jurisdiction. Except with respect to disputes arising out of audits conducted pursuant to Section 9.2 or with respect to payment disputes, which shall be resolved through binding arbitration in accordance with Article 15, each Party (a) irrevocably submits to the exclusive jurisdiction in the United States District Court for the Southern District of New York and any State courts sitting in New York, New York (collectively, the "Courts"), for purposes of any action, suit or other proceeding arising out of this Agreement, and (b) agrees not to raise any objection at any time to the laying or maintaining of the venue of any such action, suit or proceeding in any of the Courts, irrevocably waives any claim that such action, suit or other proceeding has been brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such action, suit or other proceeding, that such Court does not have any jurisdiction over such Party. 17.3 Waiver. Waiver by a Party of a breach hereunder by the other Party shall not be construed as a waiver of any succeeding breach of the same or any other provision. No delay or omission by a Party to exercise or avail itself of any right, power or privilege that it has or may have hereunder shall operate as a waiver of any right, power or privilege by such Party. No 91 waiver shall be effective unless made in writing with specific reference to the relevant provision(s) of this Agreement and signed by a duly authorized representative of the Party granting the waiver. 17.4 Notices. All notices, instructions and other communications hereunder or in connection herewith shall be in writing, shall be sent to the address below and shall be: (a) delivered personally; (b) sent by registered or certified mail, return receipt requested, postage prepaid; (c) sent via a reputable nationwide overnight courier service; or (d) sent by facsimile transmission. Any such notice, instruction or communication shall be deemed to have been delivered upon receipt if delivered by hand, three (3) Business Days after it is sent by registered or certified mail, return receipt requested, postage prepaid, one (1) Business Day after it is sent via a reputable nationwide overnight courier service, or when transmitted with electronic confirmation of receipt, if transmitted by facsimile (if such transmission is on a Business Day; otherwise, on the next Business Day following such transmission). Notices to Pfizer shall be addressed to: PFIZER INC. 235 East 42nd Street New York, New York 10017-5755 Telecopy: (212) 808-8652 Attention: President, Pfizer Pharmaceutical Group with a copy to:

with a copy to: PFIZER INC. 235 East 42nd Street New York, New York 10017-5703 Telecopy: (212) 808-8924 Attention: Senior Vice President and General Counsel Notices to Eyetech shall be addressed to: EYETECH PHARMACEUTICALS, INC. 500 Seventh Avenue 92 18th Floor New York, New York 10018 Telecopy: (212) 997-9251 Attention: Chief Executive Officer with a copy to: Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 Telecopy: (617) 526-5000 Attention: David E. Redlick, Esq. Either Party may change its address by giving notice to the other Party in the manner provided above. 17.5 Entire Agreement. This Agreement (including Exhibits), together with the Other Product-Related Agreements, contains the complete understanding of the Parties with respect to the Parties' joint development and commercialization of Products and supersedes all prior understandings and writings relating to such subject matter. The Parties understand and agree that this Agreement and the License Agreement are considered to be a single integrated agreement and contain intellectual property rights and licenses relating to the Products for which Pfizer has bargained and paid consideration. If any applicable court of competent jurisdiction determines this Agreement and/or the License Agreement to be executory in nature, such Transaction Agreements shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101 of the Bankruptcy Code. 17.6 Headings. Headings in this Agreement are for convenience of reference only and shall not be considered in construing this Agreement. 17.7 Severability. If any provision of this Agreement is held unenforceable by a court or tribunal of competent jurisdiction because it is invalid or conflicts with any law of any 93 relevant jurisdiction, the validity of the remaining provisions shall not be affected. In such event, the Parties shall negotiate a substitute provision that, to the extent possible, accomplishes the original business purpose. 17.8 Registration and Filing of the Agreement. To the extent, if any, that a Party concludes in good faith that it is required to file or register this Agreement or a notification thereof with any Governmental Authority, including without limitation the US Securities and Exchange Commission, or the US Federal Trade Commission, in accordance with applicable Laws, such Party may do so. The other Party shall cooperate in such filing or notification and shall execute all documents reasonably required in connection therewith. In such situation, the Parties will request confidential treatment of sensitive provisions of the Agreement, to the extent permitted by

Parties will request confidential treatment of sensitive provisions of the Agreement, to the extent permitted by Law. The Parties shall promptly inform each other as to the activities or inquiries of any such Governmental Authority relating to this Agreement, and shall cooperate to respond to any request for further information therefrom. 17.9 Assignment. Except as otherwise provided herein, including without limitation in Section 17.11, neither this Agreement nor any of the rights or obligations hereunder may be assigned by either Party without the prior consent of the other Party, except assignment, in whole or in part, to an Affiliate of the assigning Party so long as such Affiliate agrees in writing to be bound by the terms of this Agreement. The assigning Party shall remain primarily liable hereunder notwithstanding any such assignment. Any attempted assignment in violation hereof shall be void. 17.10 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. 94 17.11 Divestiture by Pfizer. (a) If (i) Pfizer enters into a definitive agreement to acquire or merge with another company (the "Target") involving a purchase price in excess of $[**] (which amount shall be increased on January 1 of each year to reflect increases in the Consumer Price Index on each such January 1 over the level of the Consumer Price Index on January 1, 2003), (ii) Pfizer reasonably believes that a "Divestiture Requirement" exists, namely that the Governmental Authorities with responsibility for antitrust or competition review and approval of such acquisition or merger for either the United States or the EU, as defined in the License Agreement (each an "Antitrust Authority" and, together, the "Antitrust Authorities") will not grant the requisite clearance or approval for the consummation of the acquisition or merger unless (x) Pfizer assigns, sublicenses or otherwise transfers (any such assignment, sublicense or transfer, a "Divestiture Transaction") Pfizer's rights and obligations under this Agreement or the License Agreement to a non-Affiliate third party or (y) the Target divests the business, product line or agreement(s) of the Target (the "Target's Competitive Business") giving rise to the Divestiture Requirement, (iii) Pfizer has used commercially reasonable efforts to avoid any requirement of having to enter into a Divestiture Transaction, including without limitation if reasonably practicable in Pfizer's good faith business judgment by undertaking, or causing the Target to undertake, to the relevant Antitrust Authorities to divest the Target's Competitive Business giving rise to the antitrust or competition concern and (iv) the Target's Competitive Business comprised less than [**] percent ([**]%) of the Target's revenues for the Target's last fiscal year and less than [**] percent ([**]%) of the Target's fair market value (as determined by Pfizer's Board of Directors in good faith based on written advice and analysis of a nationally recognized investment bank), Pfizer shall so notify Eyetech (a "Notice of Divestiture"), which Notice of Divestiture shall include a detailed description of the Divestiture Requirement, a certification to 95 Eyetech by Pfizer of the accuracy of such description and a copy of the written advice and analysis of the investment bank. Pfizer may not give more than one Notice of Divestiture in any twenty-four (24) month period. 17.11 (b) If Pfizer gives a Notice of Divestiture, Eyetech may, at its option (the "Acquisition Option"), elect to acquire Pfizer's rights under this Agreement and the License Agreement by giving Pfizer notice of such election (a "Preliminary Acquisition Notice") at any time within ten (10) Business Days following the date of the Notice of Divestiture. If Eyetech exercises its Acquisition Option, Pfizer shall promptly discuss with [**] Eyetech [**] under this Agreement and the License Agreement and [**] referred to in Section 17.11(c) [**] (as defined below) would be acceptable, with or without [**] referred to in clause (i) of Section 17.11(d). Promptly after Eyetech gives a Preliminary Acquisition Notice, the Parties will then jointly select an investment bank to determine the fair market value of Pfizer's rights under this Agreement and the License Agreement (the "FMV"). If the Parties are unable to jointly select an investment bank within [**] Business Days after Eyetech gives a Preliminary Acquisition Notice, the Parties shall select by a random drawing an investment bank from among the top ten (10) investment banks from Thomson Financial's then current listing of top financial advisors for worldwide completed mergers and acquisitions or, if such

then current listing of top financial advisors for worldwide completed mergers and acquisitions or, if such directory is not then available, from an alternative listing of investment banks for mergers and acquisitions to be mutually agreed by the Parties, to determine the FMV. The investment bank shall complete its valuation within [**] Business Days of its appointment, and shall provide its results in writing to both Pfizer and Eyetech. The purchase price to be paid by Eyetech to Pfizer shall be equal to [**] percent ([**] %) of the FMV (the "Eyetech Purchase Price"). The results of the valuation shall be binding on the Parties, and the fees of the investment bank shall be borne [**]. (c) If Eyetech wishes to acquire Pfizer's rights under this Agreement and the License Agreement at the Eyetech Purchase Price, Eyetech shall provide Pfizer with written notice (the "Confirmatory Acquisition Notice") to that effect within [**] Business Days of the determination of the FMV; provided that Eyetech may elect not to purchase Pfizer's rights under this Agreement and the License Agreement, and if Eyetech does not provide Pfizer with a Confirmatory Acquisition Notice within such [**] Business Day period after the determination of FMV, Eyetech shall be deemed to have elected not to purchase such rights. If Eyetech provides Pfizer with a Confirmatory Acquisition Notice and [**] indicated that [**] of the [**], (i) Eyetech shall be required [**] of the [**] at the time [**] between Eyetech and Pfizer, and (ii) Eyetech may [**]; provided that Eyetech may [**] and to [**]. If Eyetech provides Pfizer with a Confirmatory Acquisition Notice and [**] indicated that such [**], then Eyetech shall be [**] of the [**] at the time [**] between Eyetech and Pfizer. The closing of the acquisition transaction shall not occur prior to the later of (x) closing of Pfizer's acquisition of or merger with the Target and (y) [**] days after the relevant Notice of Divestiture. Such acquisition transaction shall be entered into pursuant to an acquisition agreement [**] to such [**], which acquisition agreement shall contain [**] after the relevant Notice of Divestiture; provided that such provision shall expire, and Eyetech's obligations under such acquisition agreement shall no longer be [**], if Eyetech does not provide Pfizer with a notice of [**] of such [**] within such [**] day period. (d) If [**] to the [**] referred to in Section 17.11(c), Eyetech shall [**] to Pfizer [**]. The [**] shall: (i) be [**] to such [**], shall be [**] by Eyetech in the [**] between Eyetech and Pfizer, and if [**] by Eyetech, shall be [**] by such [**] as the Parties shall mutually agree, (ii) [**] at an [**] based on [**] at the time of the transaction, (iii) be [**] (with Eyetech having the [**] for any or all [**], which accrued interest shall compound and be added to principal on the date of [**]), (iv) [**] of the date of issuance, at which time [**] shall be [**], and (v[**] at any time [**]. (e) If Eyetech does [**] Pfizer with, [**], its Confirmatory Acquisition Notice, or is [**] to be [**], then Pfizer may, concurrently with the [**] with the Target, close a Divestiture Transaction with a [**] so long as the [**] executes and delivers to Eyetech an agreement to be bound by this Agreement and the License Agreement. [**] means [**] that is [**] in terms of [**] in the calendar year most recently completed as of the date [**]. (f) If (x) Pfizer consummates a Divestiture Transaction or (y) Eyetech acquires Pfizer's rights under this Agreement and the License Agreement pursuant to this Section 17.11, Pfizer shall, as requested by Eyetech, either (i) subject to any necessary approval by the Antitrust Authorities, maintain either or both of the Distribution Agreement and the Regulatory Services Agreement in effect for such period of time, up to twelve (12) months following the effective date of the Divestiture Transaction or acquisition by Eyetech, as Eyetech may request, or (ii) terminate such agreements on the date or dates specified by Eyetech. 17.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 17.13 Force Majeure. No Party shall be liable for failure of or delay in performing obligations set forth in this Agreement, and no Party shall be deemed in breach of its obligations, if such failure or delay is due to natural disasters or any causes reasonably beyond the control of such Party. 96 17.14 Non-Solicitation of Employees. During the Co-Promotion Term, neither Party shall, directly or indirectly, recruit, or solicit any employee of the other Party with whom such Party has come into contact or interacted for the purposes of performing this Agreement, without the prior consent of the other Party, except pursuant to

general solicitations not targeted specifically at such employees or in response to unsolicited employment inquiries by such employees. 17.15 Press Releases and Other Disclosures. The Parties hereby each approve the form of joint press release set forth in Exhibit 17.15 hereto and will cooperate in the release thereof as soon as practicable after the signature of this Agreement by the Parties. The Parties also recognize that each Party may from time to time desire to issue additional press releases and make other public statements or disclosures regarding the subject matter of this Agreement. In such event, the Party desiring to issue an additional press release or make a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for review and approval in advance, which advance approval shall not be unreasonably withheld, conditioned or delayed. No other public statement or disclosure concerning the existence or terms of this Agreement shall be made, either directly or indirectly, by either Party hereto, without first obtaining the written approval of the other Party. Once any public statement or disclosure has been approved in accordance with this Section, then either Party may appropriately communicate information contained in such permitted statement or disclosure. Notwithstanding the foregoing provisions of this Section 17.15 or of Article 11, a Party may (a) disclose the existence and terms of the Transaction Agreements where required, as reasonably determined by the disclosing Party, by applicable Law, by applicable stock exchange or Nasdaq regulation or by order or other ruling of a competent court, (b) disclose the existence 97 and terms of the Transaction Agreements under obligations of confidentiality to agents, advisors, contractors, investors and sublicensees, and to potential agents, advisors, contractors, investors and sublicensees, in connection with such Party's activities hereunder and in connection with such Party's financing activities and (c) publicly announce any of the matters set forth in Exhibit 17.15(c), provided that such announcements do not entail disclosure of non-public technical or scientific information (which, for clarity, excludes clinical trial results) and the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. 17.16 Third-Party Beneficiaries. None of the provisions of this Agreement shall be for the benefit of or enforceable by any third party, including, without limitation, any creditor of either Party. No such third party shall obtain any right under any provision of this Agreement or shall by reason of any such provision make any claim in respect of any debt, liability or obligation (or otherwise) against either Party. 17.17 Relationship of the Parties. Each Party shall bear its own costs incurred in the performance of its obligations hereunder without charge or expense to the other, except as expressly provided in this Agreement. Neither Party shall have any responsibility for the hiring, termination or compensation of the other Party's employees or for any employee compensation or benefits of the other Party's employees. No employee or representative of a Party shall have any authority to bind or obligate the other Party to this Agreement for any sum or in any manner whatsoever, or to create or impose any contractual or other liability on the other Party without said other Party's approval. For all purposes, and notwithstanding any other provision of this Agreement to the contrary, Pfizer's legal relationship under this Agreement to Eyetech shall be 98 that of independent contractor. Nothing in this Agreement shall be construed to establish a relationship of partners or joint venturers between the Parties. 99 17.18 Performance by Subsidiaries and Affiliates. To the extent that this Agreement imposes obligations on Subsidiaries and Affiliates of a Party, such Party agrees to cause its Subsidiaries and Affiliates to perform such obligations. IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Execution Date.

PFIZER INC. EYETECH PHARMACEUTICALS, INC.
By: /s/ Henry A. McKinnell ______________________ Henry A. McKinnell ______________________ By: /s/ David R. Guyer ______________________ David R. Guyer ______________________

Name:

Name:

Title: Chairman and CEO ______________________

Title: CEO ______________________

100 EXHIBIT 1.20 GROUP/JOINT DETAILS Pfizer or Eyetech personnel, as the case may be, may make Product presentations to medical professionals with prescribing authority in group situations (each, a "Detailee"). Such presentations maybe be through speaker programs, dinner and lunch programs, symposia, and other programs the nature of which has been approved by the CSC. [**] such a presentation will be considered [**]. It is understood that [**], as the case may be, [**] For such group presentations conducted by either Eyetech or Pfizer [**] conducting such presentation. [**] a group presentation, [**] such a group presentation, [**] If, however, prior to such presentation, [**] It is understood that for symposia and other group presentations [**] as provided above. [**]

EXHIBIT 1.52 Call Center Costs For purposes of calculating Marketing Expenses, monthly Call Center expenses shall equal the sum of: (i) $[**]/month* multiplied by the number of full-time equivalent Call Center Representatives (as defined below); and (ii) Out-of-Pocket Costs paid by Pfizer for Call Center services outsourced by Pfizer to non-employee third parties. A "Call Center Representative" shall mean a Pfizer employee whose primary responsibility is to handle calls from or to Product-users, physicians and other health care professionals, and managed care organizations concerning questions about the Product and Product reimbursement, or a supervisor of any such individual. * Adjusted annually, with the first such adjustment taking place for the first full calendar year following the calendar year in which the Product is initially Launched in the US Territory, according to changes in the Consumer Price Index for All Urban Consumers (CPI U): U.S. city average, for the preceding Year. 101 EXHIBIT 2.5 Sales Force Training Program The initial training Pfizer will offer to Eyetech field force representatives will be Pfizer's typical training, i.e. "AS IS" program. [**] various training phases [**]. Pfizer may also update the training program from time to time.

[**] [**] training time is [**] during the field time. The program includes training [**] subsequent training activities. Typical content covered during training consists of: - [**] - [**] - [**] - [**] - [**] The program includes material [**] [**] appropriate training materials, [**] weeks prior to the training program commencement. The training of Eyetech Sales Representatives will be scheduled to coincide with regularly scheduled Pfizer training sessions. [**] These include (but are not limited to) topics such as the ones listed below: - [**] - [**] - [**] - [**] - [**] - [**] 102 EXHIBIT 3.4(d) Matters where Eyetech Possesses Special Expertise or has Special Relationships [**] 103 EXHIBIT 3.4(e) - [**]Objectives: - Primary: [**]. - Design: - [**]NO-GO Criteria: - [**]LOGISTICS

- [**]LOGISTICS - INITIATION DATE: [**]DURATION: [**] - ESTIMATED COST: [**] - [**] [**]Objectives: - Primary: [**] - Design: - [**]NO-GO Criteria: - [**]. - LOGISTICS - INITIATION DATE: [**]DURATION: [**] ESTIMATED COST: [**]. [**]. - Objectives: - [**]Design: - [**]NO-GO Criteria: - [**]LOGISTICS INITIATION DATE: [**]DURATION: [**]ESTIMATED COST: [**] 104 [**] Development Programs [**]The Completed and Planned Clinical Studies Include: - [**]Objectives: - [**]Design: - [**]NO-GO Criteria: - [**]LOGISTICS [**] Cost: [**] [**] . [**] - Objectives: - [**]Design: - [**]NO-GO Criteria: - [**]LOGISTICS - [**]. [**]Objectives: - [**]Design:

- [**]NO-GO Criteria: - [**]LOGISTICS - [**]Cost: 2.0 MM - EOP1002 (COMPLETED): Phase I/II. [**]Objectives: - [**]Design: - [**]NO-GO Criteria: - [**]LOGISTICS - [**]Objectives: - [**]Design: - [**]NO-GO Criteria: - [**]Logistics - Initiation Date: Ongoing[**]Duration: [**] 3Q04 completion - Estimated Cost: [**]. [**]Objectives: - [**]Design: - [**]NO-GO Criteria: - [**]LOGISTICS - INITIATION DATE: [**]DURATION: [**] - ESTIMATED COST: [**] [**] [**] - Objectives - Primary: [**]Design: - [**]NO-GO Criteria: - [**]LOGISTICS - INITIATION DATE: [**] - DURATION: [**] - ESTIMATED COST: [**] 105 - [**] [**]Objectives - [**]Design:

- [**]NO-GO Criteria: - [**]. - LOGISTICS - INITIATION DATE: [**]DURATION: [**] - ESTIMATED COST: [**]. [**]Objectives: - [**]Design: - [**]NO-GO Criteria: - [**]LOGISTICS - INITIATION DATE: [**]DURATION: [**]ESTIMATED COST: [**] [**]. [**] - Objectives: - [**]. - Design: - [**]NO-GO Criteria: - [**]LOGISTICS - INITIATION DATE: [**] - DURATION: [**] - ESTIMATED COST: [**]

[**] [**] - Objectives: - Primary: [**] - Design: - [**]NO-GO Criteria: - [**]. - LOGISTICS - INITIATION DATE: [**]DURATION: [**] - ESTIMATED COST: [**] - [**] [**]Objectives: - [**]Design:

- [**] - NO-GO Criteria: - [**]LOGISTICS 106 - INITIATION DATE: [**]DURATION: [**] [**] [**] - Objectives - [**]Design: - [**]NO-GO Criteria: - [**]LOGISTICS - INITIATION DATE: [**]DURATION: [**]. - ESTIMATED COST: [**]. [**]Objectives - [**]Design: - [**]NO-GO Criteria: - [**]LOGISTICS - INITIATION DATE: [**]DURATION: [**] - ESTIMATED COST: [**] 107 EXHIBIT 5.1(b) [**] Note: all numbers in Millions of US dollars
REMAINING STUDY NUMBER/NAME COSTS IN CDP [**] ----------------------------------------[**] [**] ----------------------------------------[**] [**] ----------------------------------------[**] [**] ----------------------------------------[**] [**] ----------------------------------------[**] [**] [**] ----------------------------------------[**] [**] [**] ----------------------------------------[**] [**] [**] ----------------------------------------[**] $[**] [**] -----------------------------------------

[**] $[**] [**] ----------------------------------------[**] $[**] [**] ----------------------------------------[**] $[**] [**] ----------------------------------------[**] $[**] [**] ----------------------------------------[**] $[**] [**] ----------------------------------------[**] $[**] [**] ----------------------------------------[**] $[**] [**] ----------------------------------------[**] $[**] ----------------------------------------[**] $[**] ----------------------------------------[**] $[**] ----------------------------------------[**] $[**] -----------------------------------------

[**] REMAINING STUDY NUMBER/NAME COSTS IN CDP [**] --------------------------------------------------------------------------------[**] $[**] [**] ----------------------------------------[**] $[**] [**] ----------------------------------------[**] $[**] ----------------------------------------[**] $[**] ----------------------------------------[**] $[**] ----------------------------------------[**] $[**] [**] [**] -----------------------------------------

108
----------------------------------------[**] $[**] -----------------------------------------

109 EXHIBIT 6.2 Marketing Budgets and Detailing Requirements Marketing Budgets. After Launch of the first AMD Product in the US Territory, the following shall apply: Eyetech shall [**] set forth below. Pfizer shall [**]
-----------------------------------[**] [**] [**] [**] [**]

-----------------------------------[**] [**] [**] [**] [**] ------------------------------------

*Beginning with the [**] and thereafter [**] Marketing Expenses shall be calculated as follows: [**] Detailing Requirements. The following principles shall apply to the allocation of Detailing responsibilities between the Parties: (i) [**] Eyetech shall [**] Detailing [**] of the Details [**] in performing Details [**] (ii) Pfizer shall [**] in performing Details [**] (iii) Eyetech shall [**] detailing responsibilities. (iv) [**] Eyetech shall [**] detailing responsibilities [**] under this Agreement. [**] (v) Detailing assignments shall be consistent with the principles set forth in (i) to (iv) above, shall be set forth in each applicable Marketing Plan [**]
-----------------------------------[**] [**] [**] [**] -----------------------------------[**] -----------------------------------[**] [**] [**] [**] [**] -----------------------------------[**] [**] [**] [**] -----------------------------------[**] -----------------------------------[**] [**] [**] [**] -----------------------------------[**] [**] [**] [**] ------------------------------------

110 EXHIBIT 6.12(a) Pre-Existing Clinical Supply Agreements 1. [**] Agreement dated [**] between Eyetech and [**] 2. Purchase Order dated [**] between Eyetech and [**] 3. Purchase Order dated [**] between Eyetech and [**] 4. [**] between Eyetech and [**] 5. [**] dated [**] between Eyetech and [**] 6. Purchase Order dated [**] between Eyetech [**] 111

EXHIBIT 10.4 Third Party Agreements 1. Licensing Agreement dated as of March 30, 2000, by and among Eyetech, Gilead Sciences, Inc. and NeXstar Pharmaceuticals, Inc., as amended by Amendment No. 1 dated May 9, 2000 and as subsequently amended by Amendment No. 2 dated December 4, 2001 and as subsequently amended by Amendment No. 3 dated August 30, 2002. 2. License Agreement dated as of December 31, 2001, by and between Eyetech and Isis Pharmaceuticals, Inc. 3. License, Manufacturing and Supply Agreement dated as of February 5, 2002, by and between Eyetech and Shearwater Corporation. 112 EXHIBIT 12.6(a)(iii) Certain Product Liability Matters Product Liability arising out of any claim by a patient enrolled as of the Execution Date in an ongoing Eyetech clinical trial based on safety issues related to Eyetech's pre-clinical testing program (other than reproductive studies). 113 EXHIBIT 12.6(b)(iii)(A) Eyetech 2002 Clinical Supply Costs Direct Cost Estimate API Current (2002) Clinical Product API Yield per Run (grams) from [**] [**]mM Batch Size
$/Batch $/gram ----------------[**] [**] $[**] $[**] $[**] $[**] $[**] $[**]

Raw Material (critical) Contract Cost [**] Release Cost (QC/QA) Total Direct Cost (API)

Cost/gram = $[**] Cost/mg = $[**] Cost of [**]mg fill = ([**])*[**]*$[**] = $[**] Note: [**]mg dose has a [**]% overfill 114 EXHIBIT 12.6(b)(iii)(B)

Certain Third Party Intellectual Property [**] 115 EXHIBIT 17.15
Joint Press Release For immediate release: December 18, 2002 Contacts: Justin Jackson 212-213-0006 (Burns McClellan on behalf of Eyetech) Geoffrey Cook 212-733-5244 (Pfizer)

PFIZER, EYETECH PHARMACEUTICALS ENTER GLOBAL COLLABORATION FOR POTENTIAL TREATMENT FOR BLINDNESS New York, NY, December 18, 2002 - Pfizer Inc and Eyetech Pharmaceuticals, Inc. today announced they have entered into an agreement to jointly develop and commercialize Eyetech's Macugen(TM) (pegaptanib sodium), a potential treatment for age-related macular degeneration (AMD) and diabetic macular edema (DME), both leading causes of blindness. Under terms of the deal, which is subject to government approval, Pfizer will make initial payments of $100 million, with the potential for an additional $195 million in milestone payments based on worldwide regulatory submission and approvals. Eyetech also has the potential to receive up to an additional $450 million in milestone payments, which are contingent upon successful commercialization of Macugen(TM) and based on attainment of agreed-upon sales levels. Pfizer will also fund the majority of the ongoing development costs for both the AMD and DME indications. Further, if approved, Macugen(TM) will be co-promoted by Eyetech and Pfizer in the United States where Eyetech will have an ophthalmology sales force and record sales. Outside of the United States, Pfizer will market the product exclusively under a royalty-bearing license. Additional payments are subject to worldwide Macugen(TM) sales. Further terms of the deal were not disclosed. This is a landmark accomplishment for a young biotechnology company. We are excited to partner with the world's leading pharmaceutical company to bring a potentially innovative 116 therapy to so many patients who are at risk of losing their sight," said Dr. David Guyer, Eyetech Pharmaceuticals' co-founder and chief executive officer. The U.S. Food and Drug Administration has granted Macugen(TM) "fast-track" status for the treatment of exudative, or "wet" form of AMD as well as for DME because of the product's expected potential to fulfill a significant unmet medical need. "We are very pleased to partner with Eyetech on what we believe will be a breakthrough treatment for a devastating medical condition," said Pfizer President Karen Katen. "As the world's population ages, there will be an increasing number of people at risk for macular degeneration." Administered by intravitreal injection, Macugen(TM) is an aptamer that selectively binds to and neutralizes Vascular Endothelial Risk Factor (VEGF). In early clinical studies, Macugen(TM) was shown to inhibit abnormal blood vessel growth and stabilize and/or reverse blood vessel leakage in the back of the eye resulting in improved vision by three lines or more on standard eye charts in 26 percent of patients. Eyetech's Phase III development program for wet AMD involves nearly 1,200 patients at 117 investigational

sites in the United States, Canada, South America, Europe, Israel and Australia, the largest clinical development program of its kind. Macugen(TM) is being developed as monotherapy as well as in combination with photodynamic therapy. WET AGE-RELATED MACULAR DEGENERATION (AMD) The leading cause of irreversible vision loss among Americans over the age of 55, AMD occurs in two different forms: dry AMD and wet AMD. The wet form accounts for approximately 200,000 new cases annually, with a prevalence of 1.2 million cases in the United States alone. Wet AMD is characterized by the growth of abnormal blood vessels into the area beneath the retina. This process, known as angiogenesis or neovascularization, results in fragile blood vessels that leak fluid and blood into the macula, the center portion of the retina. This leakage damages the area and results in a rapid loss of central vision, which is critical for tasks such as reading, driving, watching television and recognizing faces. 117 Laser photocoagulation and photodynamic therapy are the only current treatments for certain types of patients. DIABETIC MACULAR EDEMA (DME) DME affects roughly 135,000 Americans with diabetes each year and is the leading cause of blindness in adults under the age of 55. The decreased vision that characterizes DME results from fluid and lipids leaking from retinal blood vessels Eyetech Pharmaceuticals (www.eyetk.com) is dedicated to the discovery, development and commercialization of novel therapeutics and delivery systems to combat the vision loss associated with ophthalmic diseases. Founded in 2000, the privately-held, New York City-based company is focused on meeting the medical needs of patients with diseases that affect the back of the eye. Its investors include partners and affiliates of JP Morgan, BB Biotech, MPM Capital, Alta Partners, Schroder Ventures, Life Sciences and International BioTechnology Trust plc, and Merrill Lynch KECALP. Pfizer Inc discovers, develops, manufactures and markets leading prescription medicines, for humans and animals, and many of the world's best-known consumer brands. DISCLOSURE NOTICE: The information contained in this document is as of December 18, 2002. Pfizer assumes no obligation to update any forward-looking statements contained in this document as a result of new information or future events or developments. This document contains forward-looking information about a product in development that involves inherent uncertainties. The success of this research and development project and the speed with which regulatory authorizations and the launch of the product may be achieved, as well as competitive factors, could affect the actual outcome of this collaboration. A further list and description of the risks, uncertainties and other matters that could cause the Pfizer's description contained herein to differ materially can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, and in its periodic reports on Forms 10-Q and 8-K (if any). 118 EXHIBIT 17.15(c) Permitted Disclosures[**] 119 EXHIBIT 10.53

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. EXECUTION COPY LICENSING AGREEMENT This LICENSING AGREEMENT ("Agreement"), effective as of March 31, 2000 (the "Effective Date"), by and among GILEAD SCIENCES, INC., a Delaware corporation with its principal office located at 333 Lakeside Drive, Foster City, CA 94404 ("Gilead Sciences"), and its wholly-owned subsidiary, NEXSTAR PHARMACEUTICALS, INC., a Delaware corporation (collectively with Gilead Sciences, "Gilead"), and EYETECH PHARMACEUTICALS, INC., a Delaware corporation with its principal offices located at 300 East 42nd Street, Third Floor, New York, New York 10017 ("EyeTech"). Unless otherwise defined in this Agreement, all capitalized terms shall have the meanings given to them in Section 1.1 of this Agreement. RECITALS 1. WHEREAS, Gilead owns certain patents and patent applications and related know-how for NX1838, and has made certain filings for regulatory approvals with respect to NX1838; and 2. WHEREAS, Gilead and EyeTech desire to enter into this Agreement and certain other agreements, including an agreement providing for the fill-and-finish manufacture of quantities of Product sufficient for the completion of Phase Ib clinical trials; and 3. WHEREAS, subject to the terms and conditions set forth in this Agreement, Gilead wishes to license to EyeTech and EyeTech wishes to license from Gilead all of Gilead's rights under patents, patent applications and know-how related to NX1838, and have access to all regulatory approvals with respect to NX1838; and 4. WHEREAS, subject to the terms and conditions set forth in this Agreement, Gilead also wishes to sell to EyeTech and EyeTech wishes to purchase from Gilead its inventory of NX1838. NOW, THEREFORE, the Parties hereto, intending to be legally bound, hereby agree as follows: SECTION 1 DEFINITIONS 1.1 Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below: 1.

"Affiliate" shall mean any Person that, directly or indirectly, through one or more intermediaries, Owns, is Owned by or is under common Ownership with, a Party, where "Own" or "Ownership" means (a) direct or indirect possession of at least fifty percent (50%) of the outstanding voting securities of a corporation or a comparable ownership in any other type of Person, provided, however, that if the law of the jurisdiction in which such entity operates does not allow fifty percent (50%) or greater ownership by a Party, such ownership interest shall be at least forty percent (40%) or (b) that a Person or group of Persons otherwise has the unilateral ability to control and direct the management of the entity, whether by contract or otherwise. "Business Day" shall mean any day other than a Saturday, Sunday or banking holiday in New York City or San Francisco, California. "Calendar Quarter" shall mean a calendar quarter (i.e., period of three (3) consecutive months) ending on March 31, June 30, September 30 or December 31. "Calendar Year" shall mean any period of twelve (12) consecutive months ending on December 31. "Competitive Product" shall mean a product competitive with a Product.

"Compulsory License" means a compulsory license under the Licensed Patents obtained by a Third Party through the order, decree, or grant of a governmental authority of competent jurisdiction, authorizing such Third Party to manufacture, use, sell, offer for sale or import a Competitive Product in one or more countries within the Territory. "Control", "Controls", and "Controlled" shall mean, with respect to a particular item of information or intellectual property right, that the applicable Party owns or has a license to such item or right and has the ability to grant to the other Party access to and a license or sublicense (as applicable) under such item or rights as provided for in this Agreement without violating the terms of any agreement or other arrangement with any Third Party. "Damages" shall mean any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses, court costs, and reasonable fees and disbursements of counsel, consultants and expert witnesses incurred by a Party hereto (including any interest payments which may be imposed in connection therewith). "Delivery Date" shall mean the date that is ten (10) days after the Effective Date. "Effective Date" shall have the meaning given such term in the first sentence of this Agreement. "EU" shall mean Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, The Netherlands, Portugal, Spain, Sweden and the United Kingdom, and future members of the European Union (or its successor), upon their admission for full membership (with commercial rights and privileges substantially comparable to those of the foregoing countries). 2.

"EyeTech Rights" shall mean any invention or inventions, patentable or not, know-how, information and/or data relating to the Product, including, without limitation, pre-clinical studies and clinical trial information, manufacturing processes, formulations, modes of delivery and/or data necessary for the manufacture, use or sale of the Product, which are Controlled by EyeTech during the term of this Agreement, and all Patents covering any of the foregoing which are Controlled by EyeTech during the term of this Agreement. "FDA" shall mean the United States Food and Drug Administration, or any successor thereto. "Field" shall mean the prevention and treatment of all human and other animal diseases and conditions, and expressly excluding in vivo and in vitro diagnostic applications. "First Commercial Sale" shall mean, with respect to any particular country, the first sale of a Product in such country by EyeTech, or any of its Affiliates or sublicensees, after Regulatory Approvals in such country have been granted from the relevant Regulatory Authority in such country for such Product. "GAAP" shall mean United States generally accepted accounting principles, consistently applied. "Indemnified Party" shall have the meaning given in Section 7.2 hereof. "Indemnifying Party" shall have the meaning given in Section 7.2 hereof. "Know-How" shall mean all ideas, materials, inventions (whether patentable or not), trade secrets, data, instructions, processes, formulas, expert opinion and information, including, without limitation, the Manufacturing Information and biological, chemical, pharmacological, toxicological, physical and analytical, safety, manufacturing and quality control data and information, in each case within the Field, that, as of the Effective Date are (i) existing, and (ii) Controlled by Gilead as of the Effective Date, in each case which is necessary or useful for the development, manufacture, use, sale or commercialization of the Product in the Field. Excluded from Know-How are any Patents, the Licensed Patents and the Transferred Assets. "License" shall mean the license granted by Gilead to EyeTech pursuant to Section 2.1. "Licensed Patents" shall mean any Patents listed in Exhibit D (as updated from time to time pursuant to Section

5.6) which claim the manufacture, use, import, offer for sale or sale of Products in accordance with this Agreement and which now or at any time during the term of this Agreement are Controlled by Gilead or any Affiliate of Gilead. "Major Countries" shall mean Canada, France, Germany, Italy, Japan, Spain, United Kingdom and the United States. "Manufacturing Information" shall mean copies of all existing information in written and electronic form in Gilead's possession or control as of the Effective Date, with respect to any Product existing as of the Effective Date, that relates to, in the Field: (1) processes for the production of NX1838, and intermediates in the preparation of a Product; (2) the in-process 3.

analytical controls for production of each of: (a) NX1838; and (b) a Product; (3) the process, formulation and development reports generated for the preparation of a Product; (4) the analytical methods and validation for the quality control release of each of: (a) NX1838; and (b) a Product; and (5) the stability protocols, stability indicating methods and stability data for each of: (a) NX1838; and (b) a Product. "NDA" shall mean a New Drug Application filed with the FDA requesting market approval for a new drug product. "Net Sales" shall mean, with respect to the Product, the gross amount billed or invoiced by EyeTech, its Affiliates or sublicensees, to unrelated Third Parties for the Products in finished product form, less the following deductions: (a) trade, quantity and cash discounts allowed, but expressly excluding discounts or allowances offered as part of a package of products that includes a Product sold by EyeTech, its Affiliates or sublicensees; (b) refunds, chargebacks and any other allowances which effectively reduce the net selling price; (c) actual product returns, credits and allowances; (d) rebates actually paid or credited to any governmental agency (or branch thereof) or to any Third Party payor, administrator or contractee; (e) discounts mandated by, or granted to meet the requirements of, applicable state, provincial or federal law, wholesaler, including required chargebacks and retroactive price reductions; (f) transportation, freight, postage charges and other charges such as insurance, relating thereto, in each case included as a specific line item on an invoice to such Third Parties; and (g) taxes, excises or other governmental charges upon or measured by the production, sale, transportation, delivery or use of goods, in each case included as a specific line item on an invoice to such Third Parties. Notwithstanding the foregoing, amounts received by EyeTech, or its Affiliates or sublicensees, for the sale of Products among EyeTech and its Affiliates or sublicensees for resale shall not be included in the computation of Net Sales hereunder. Net Sales shall be determined from books and records maintained in accordance with GAAP. In the event the Product is sold as part of a combination product, or as part of bundled products or as part of a delivery system, the Net Sales from the combination product, bundled product or delivery system, for the purposes of determining royalty payments, shall be determined by multiplying the Net Sales (as defined without regard to this paragraph) of the combination product by the fraction, A/(A+B) where A is the average sale price of the Product when sold separately in finished form and B is the average sale price of the other product(s) or system sold separately in finished form, or, only if the value of B cannot be determined, where A+B is the average sales price of the product(s) and 4.

the delivery system together. If the value of B can be determined, in no event will the sales price of any combination product, bundled product or delivery system product be less than the sum of A and B. In the event that such average sale price cannot be determined for both the Product and such other product(s) or system in combination, the following calculation shall be substituted for the calculation recited in (ii) of the preceding sentence: the Net Sales (as defined without regard to this paragraph) of the combination products shall be multiplied by the fraction C/(C+D) where C is EyeTech's cost of goods of the Product and D is EyeTech's cost of goods for the other product(s) or system, determined in accordance with the method of accounting normally employed by EyeTech in computing cost of goods, provided, however, that the minimum value of such fraction as used in the calculation of Net Sales shall be 0.9. "NX1838" shall mean Gilead's proprietary compound known as NX1838, as described in Exhibit A. "Party" shall mean either Gilead or EyeTech, and "Parties" shall mean both of Gilead and EyeTech. "Patents" shall mean patents and patent applications, both foreign and domestic, including without limitation, all extensions, reissues, renewals, reexaminations, patents of addition, supplementary protection certificates and inventors' certificates thereof, substitutions, provisionals, divisionals, continuations and continuations-in-part. "Person" shall mean a natural person, a corporation, a partnership, a trust, a joint venture, a limited liability company, any governmental authority or any other entity or organization. "Pivotal Clinical Trial" shall mean either (a) a trial on sufficient numbers of patients that is designed to establish that a pharmaceutical product is safe and efficacious for its intended use, and to define warnings, precautions and adverse reactions that are associated with the pharmaceutical product in the dosage range to be prescribed, and to support Regulatory Approval of such pharmaceutical product or label expansion of such pharmaceutical product, or (b) a clinical trial that began as a trial on sufficient numbers of patients that is designed to establish the safety and biological activity of a pharmaceutical product for its intended use, and to define warnings, precautions and adverse reactions that are associated with the pharmaceutical product in the dosage range to be prescribed, after such date as the U.S. Food and Drug Administration or its successor (or equivalent regulatory authority) has indicated that the applicable Party may reasonably continue such trials with the intention to establish that a pharmaceutical product is safe and efficacious for its intended use, and to define warnings, precautions and adverse reactions that are associated with the pharmaceutical product in the dosage range to be prescribed, and to support Regulatory Approval of such pharmaceutical product or label expansion of such pharmaceutical product. "Product" shall mean any pharmaceutical composition containing NX1838 in any formulation, dosage concentration or volume, together with all label expansions, line extensions and improvements thereon, which may be included in any supplement, modification or addition to the filings for Regulatory Approval of the foregoing compound. 5.

"Product Data Package" shall include the following information and data related to the Product in the possession or control of Gilead as of the Effective Date: (a) the Regulatory Documents; (b) pre-clinical and clinical development protocols, data, and reports; (c) manufacturing development technical reports; (d) toxicology reports; and (e) such other information and data specifically identified in Exhibit B attached hereto. "Product Inventory" shall mean the NX1838 and Product inventory, in bulk or finished form, which Gilead Controls as of the Effective Date, as identified in Exhibit C attached hereto. "Reasonable Diligence" shall mean commercially reasonable efforts to develop, obtain Regulatory Approval, and/or commercialize, as applicable, a Product in a country in the Territory, consistent with accepted business practices and legal requirements, and comparable to efforts in the pharmaceutical industry applicable to development, obtaining of Regulatory Approval for, or commercialization of human pharmaceutical products at an equivalent stage of development and similar market potential, profit potential and strategic value in view of

conditions then prevailing. "Regulatory Approval" shall mean (a) in the United States, approval by the FDA of an NDA, or equivalent application, for marketing approval and satisfaction of any related applicable FDA registration and notification requirements (if any) and (b) in any country other than the United States, all approvals (including any required marketing, pricing and reimbursement approvals) by the Regulatory Authority in such country of a single application or set of applications comparable to an NDA, enabling legal sale of a product in such country. "Regulatory Authority" shall mean the FDA in the United States or the equivalent governmental agency having jurisdiction in any other country in the Territory. "Regulatory Documents" shall mean the (a) United States investigational new drug application (the "IND") #56503 (dated July 12, 1998), and all amendments and annual reports to same; (b) any pediatric data package or other exclusivity extensions relating to Products; and (c) any other regulatory filings with Regulatory Authorities relating to the Product. "Royalty Term" shall mean, with respect to each country in which Product is sold, the period of time equal to the longer of (i) ten (10) years from the date of First Commercial Sale of the Product in such country, or (ii) the expiration of the last-to-expire Licensed Patent in such country that claims the manufacture, use, and or sale of such Product as such activities are carried out pursuant to this Agreement. "Territory" shall mean the world, unless the License terminates with respect to a country pursuant to Section 6.7, in which case the Territory shall exclude any country in which the License has so terminated. "Third Party" shall mean a Person other than EyeTech, Gilead or their Affiliates. "Transferred Assets" shall mean the Product Inventory and the Product Data Package. 6.

SECTION 2 GRANT OF LICENSES AND TRANSFER AND DELIVERY OF TRANSFERRED ASSETS AND MANUFACTURING INFORMATION 2.1 Grant of License. Subject to the terms and conditions of this Agreement, during the term of this Agreement, Gilead hereby grants to EyeTech an exclusive license under the Licensed Patents and Know How to make, have made, use, sell, offer to sell, import and export the Product within the Field throughout the Territory, with a right to sublicense to its Affiliates or (subject to Section 2.4) to any other Person. 2.2 Transferred Assets. As of the Effective Date, Gilead hereby assigns, transfers and conveys to EyeTech all of Gilead's right, title and interest in and to the Transferred Assets (subject to Section 4.5(c)), and EyeTech hereby accepts such assignment, transfer and conveyance. On or before the Delivery Date, Gilead shall have delivered to EyeTech all of the Transferred Assets and the Manufacturing Information. EyeTech shall have up to ten (10) days after such delivery to inventory the delivered Transferred Assets and Manufacturing Information and to give notice to Gilead of any Transferred Assets and Manufacturing Information that were not so delivered. If Gilead receives notice or otherwise learns after the Delivery Date that it has failed to deliver any Transferred Assets or Manufacturing Information to EyeTech, Gilead shall provide to EyeTech any such Transferred Assets or Manufacturing Information no later than five (5) Business Days after receipt of such notice or knowledge (or within such longer time as is mutually agreed by EyeTech and Gilead). The clinical data portion of the Product Data Package shall be provided to EyeTech in computer-readable format, where available, and otherwise in printed format. Gilead shall be under no obligation to convert to electronic format any portion of the Product Data Package that currently is available only in printed format. In the event that EyeTech is unwilling or unable to assume physical possession of the Transferred Assets and Manufacturing Information by the Effective Date, Gilead shall be entitled to charge EyeTech a reasonable fee for storage of the Transferred Assets and Manufacturing Information beyond the Effective Date. Gilead shall ship the Transferred Assets to EyeTech F.O.B. to EyeTech's designated facilities. For a period of 90 days following the receipt by EyeTech of the Transferred Assets and Manufacturing Information, Gilead personnel shall be reasonably available during Gilead's normal business hours to respond to technical inquiries of EyeTech regarding Products as is reasonably requested

by EyeTech. EyeTech acknowledges that Gilead makes no representations or warranties with respect to the Transferred Assets or Manufacturing Information (other than as expressly set forth in Section 5 below) and that it accepts such Transferred Assets and Manufacturing Information "as is." 2.3 Negative Covenant of EyeTech. EyeTech shall not use or practice Licensed Patents or Know-How outside the Field or outside the Territory or for any other purpose except activities that it conducts in compliance with this Agreement. 2.4 Sublicenses. EyeTech shall have the right to sublicense the licenses granted to it by Gilead under this Agreement without the consent of Gilead; provided that (i) prompt notice and a copy of such sublicense shall be given by EyeTech to Gilead pursuant to Section 8.2 of this Agreement; (ii) EyeTech shall remain obligated at all times under this Agreement without regard to whether it has sublicensed its rights or whether EyeTech's sublicensee has performed; (iii) 7.

such sublicense shall name Gilead as a third party beneficiary of such sublicense; and (iv) any such sublicenses granted by EyeTech shall contain provisions providing for its termination or assignment to Gilead, at the option of Gilead, of EyeTech's interest therein upon termination of this Agreement, and shall further contain provisions which obligate such sublicensee to comply with such terms, conditions, agreements and obligations that are consistent with the terms, conditions, agreements and obligations to which EyeTech is subject under this Agreement. 2.5 Gilead Right of First Negotiation. Except as otherwise provided in this Section 2.5, Gilead shall have a right of first negotiation with respect obtaining all rights with respect to any Product which is, or which can reasonably be expected to be, [**] (a "Reversion Product") as follows: Eyetech shall notify Gilead in writing if Eyetech intends to seek, negotiate, or solicit offers to license a Third Party to commercialize the Reversion Product for the treatment or prevention [**] (the "Reversion Field") and a specific territory (the "Reversion Territory"), prior to contacting any such potential Third Party licensees. Such written notice shall include sufficient detailed technical information concerning the Reversion Product as Gilead may reasonably require to evaluate its interest in such Reversion Product. Within thirty (30) days after receiving Eyetech's notice as to the Reversion Product, Gilead shall notify Eyetech whether it is interested in negotiating with Eyetech the terms under which Gilead shall obtain a license from Eyetech to research, develop and commercialize Reversion Products as described herein. If Gilead provides such notice, the Parties shall negotiate exclusively and in good faith for a period of up to ninety (90) days after Eyetech receives Gilead's notice of interest (the "Negotiation Period") the terms of an agreement pursuant to which Eyetech will grant to Gilead and its Affiliates an exclusive, royalty-bearing, sublicensable license, under all Eyetech Know-How and Eyetech Patents relating to such Reversion Product, to research, develop, make, have made, use, import, offer for sale, sell and otherwise commercialize such Reversion Product within the Reversion Field within the Reversion Territory, and which agreement shall include commercially reasonable provisions for transfer of or access to relevant regulatory filings and technology to Gilead. Neither Gilead nor Eyetech shall have any obligation to actually enter into a license agreement with respect to such Reversion Product. If either Gilead does not respond to Eyetech's notice of intent to license the Reversion Product within thirty (30) days after Gilead's receipt thereof, or Gilead and Eyetech fail to agree upon the terms of a license under rights to the Reversion Product during the Negotiation Period, Eyetech shall be free to commercialize such Reversion Product by itself or through its Affiliates or Third Parties without further obligation to Gilead. SECTION 3 PAYMENTS AND DELIVERIES In consideration of the exclusive license granted herein and the transfer of ownership of the Transferred Assets, EyeTech shall pay the following amounts to Gilead: 3.1 Initial Payments and Deliveries. (a) On Monday, April 3, 2000, EyeTech shall pay to Gilead the sum of seven million United States Dollars (US$7,000,000) by Federal Reserve electronic wire transfer in immediately available funds to an account designated by Gilead. Such amount shall be non-refundable and non-creditable, and shall not be subject to any

counterclaim or set-off. 8.

(b) On or before the Effective Date, EyeTech and Gilead Sciences shall enter into a Warrant Agreement (the "Warrant Agreement") mutually satisfactory to both Parties pursuant to which EyeTech shall issue to Gilead Sciences a warrant to purchase EyeTech Series B Preferred Stock. (c) On or before the Delivery Date, Gilead shall deliver to EyeTech (i) all of the Transferred Assets pursuant to Section 2.2 of this Agreement; (ii) all of the Manufacturing Information pursuant to Section 2.2 of this Agreement; and (iii) a schedule ("Schedule of Transferred Assets and Manufacturing Information") setting forth each of the Transferred Assets and Manufacturing Information being delivered to EyeTech at such time. (d) Within ten (10) days of delivery of the Transferred Assets and the Manufacturing Information and of the Schedule of Transferred Assets and Manufacturing Information pursuant to Section 3.1(c) above, EyeTech shall inventory the delivered Transferred Assets and Manufacturing Information pursuant to Section 2.2 and shall either (i) deliver to Gilead a receipt acknowledging the receipt of each of the Transferred Assets and the Manufacturing Information set forth on the Schedule of Transferred Assets and Manufacturing Information or (ii) notify Gilead of any Transferred Assets or Manufacturing Information that Gilead did not deliver. If Gilead receives notice or otherwise learns after the Delivery Date that it has failed to deliver any Transferred Assets or Manufacturing Information to EyeTech, Gilead shall provide to EyeTech any such Transferred Assets or Manufacturing Information no later than five (5) Business Days after receipt of such notice or knowledge (or within such longer time as is mutually agreed by EyeTech and Gilead). Within ten (10) days of Gilead delivering such missing items to EyeTech following notice given by EyeTech pursuant to clause (ii) of this Section 3.1(d), EyeTech shall deliver the receipt described in clause (i) of this Section 3.1(d). 3.2 Milestone Payments. Within five (5) Business Days of EyeTech and/or its Affiliates or sublicensees achieving the first occurrence of each of the milestone events listed below with respect to any Product, EyeTech shall notify Gilead of such achievement and the date thereof, and within thirty (30) days of the date of such achievement, pay the one-time non-refundable fees specified below to Gilead by Federal Reserve electronic wire transfer in immediately available funds to an account designated by Gilead; provided, however, that in no event shall the following fees be payable more than once with respect to Products for any particular geographical area or Milestone:
Milestone -----------------------------------First [**] with respect to a Product First [**] with respect to a Product First [**] with respect to a Product First [**] with respect to a Product First [**] with respect to a Product First [**] with respect to a Product Fee ----$[**] $[**] $[**] $[**] $[**] $[**]

9.

3.3 Royalties. (a) Royalty on Products. EyeTech shall pay Gilead a royalty payment on Net Sales of Products that are made or sold during the Royalty Term and that are sold by EyeTech, its Affiliates or sublicensees (the "Royalty") according to the following rates, as adjusted in accordance with Sections 3.3(b) below: (i) [**] percent ([**]%) of Net Sales in the United States for the first [**] million dollars ($[**]) in Net Sales in

the United States in a given Calendar Year; (ii) [**] percent ([**]%) of Net Sales in the United States for the next [**] dollars ($[**]), up to and including, [**] dollars ($[**]) in Net Sales during the same Calendar Year; (iii) [**] percent ([**]%) of Net Sales in the United States in excess of [**] dollars ($[**]) during the same Calendar Year; and (iv) [**] percent [**]%) of Net Sales outside the United States in the same Calendar Year. By way of example, if, in the year 2005, EyeTech Net Sales in the United States were equal to [**] dollars ($[**]), and [**] dollars ($[**]) outside the United States, then the Royalty payable to Gilead hereunder would equal [**] dollars ($[**]), calculated in the following manner:
AMOUNT OF NET SALES ---------------------------First $[**] (United States) Next $[**] (United States) Next $[**] (United States) $[**] (outside United States) ---------------------------Total Royalty ROYALTY RATE -----------[**]% [**]% [**]% [**]% ROYALTY ------$ [**] $ [**] $ [**] $ [**] -----$ [**]

By way of further example, if, through the second Calendar Quarter in the year 2005, EyeTech Net Sales in the United States were equal to [**] dollars ($[**]), and [**] dollars ($[**]) outside the United States, then the Royalty payable to Gilead hereunder after such Calendar Quarter would equal [**] dollars ($[**]), calculated in the following manner:
AMOUNT OF NET SALES First $[**] (United States) Next $[**] (United States) $[**] (outside United States) ---------------------------Total Royalty ROYALTY RATE -----------[**]% [**]% [**]% ROYALTY ------$ [**] $ [**] $ [**] -----$ [**]

10.

(b) Offset. Notwithstanding the forgoing, on a country by country and Product by Product basis, EyeTech may credit against Net Sales [**] percent ([**]%) of any royalties it must pay to any Third Party on any Product: (1) pursuant to any licenses necessary to practice the License; or (2) resulting from any litigation (including settlement thereof) under Section 6.16; provided, however, for purposes of this Section 3.3(b) that the applicable royalty rates used for calculation of Royalties payable to Gilead shall not be reduced to less than [**] percent ([**]%) of the royalty rates(s) otherwise applicable pursuant to Section 3.3(a). 3.4 Payment; Report. All Royalties payable to Gilead under this Agreement shall be paid in U.S. dollars within sixty (60) days of the end of each Calendar Quarter or as otherwise specifically provided herein by Federal Reserve electronic wire transfer in immediately available funds to an account designated by Gilead. At the time of payment of Royalties, EyeTech shall send to Gilead a statement with respect to the applicable Calendar Quarter, country by country and Product by Product, for EyeTech, its Affiliates and sublicensees, of the amount of aggregate worldwide gross sales and Net Sales, the amount of gross sales during such Calendar Quarter, an itemized calculation of Net Sales showing deductions provided for in the definition of Net Sales and in Section 3.3(b), and, on a cumulative basis for the current Calendar Year, the amount of Royalties or other payments due on such sales. 3.5 Exchange Rate; Manner and Place of Payment. (a) All payments due hereunder from time to time shall be paid in U.S. Dollars. For purposes of computing such

payments, the Net Sales of Product in countries other than the United States shall be converted into U.S. Dollars as computed using the average monthly rate of exchange at the time for such currencies as the rate applicable to the transfer of funds arising from payments as published in the Wall Street Journal (New York edition). The currency conversion system used by EyeTech shall be subject to audit by Gilead as described in Section 3.6 and, if not determined to be a system reflecting the fair market value of the currencies in question, shall be modified as necessary to effect currency conversion at fair market value. (b) Notwithstanding the provisions of Section 3.5(a), if by reason of any restrictive exchange laws or regulations, EyeTech shall be unable to convert to U.S. Dollars the amount, determined as above, equivalent to the amount due by EyeTech hereunder, then EyeTech shall so notify Gilead promptly and provide an explanation of the circumstances. In such event, EyeTech shall make all such payments or the balance thereof due hereunder and which is not paid in foreign currency as provided below, in U.S. Dollars as soon as reasonably possible after and to the extent that such restrictive exchange laws or regulations are lifted so as to permit EyeTech to pay amounts due under this Section 3.5 in U.S. Dollars. EyeTech shall promptly notify Gilead if such restrictions are so lifted. At its option Gilead shall meanwhile have the right to request the payment (to it or to its nominee), and, upon request, EyeTech shall pay or cause to be paid amounts due (or such portions thereof as are specified by Gilead) in the currency of any other country designated by Gilead and legally available to EyeTech under the then-existing laws of regulations. Any payments shall be payable to Gilead by wire transfer at such bank in the United States as Gilead Sciences shall specify from time to time. Not less than one (1) Business Day prior to such wire transfer, the remitting party shall telefax the receiving party advising it of the amount and of the payment to be made. 11.

3.6 Audits. EyeTech and its Affiliates and sublicensees shall keep full and accurate books and records relating to the financial performance of the Product. During the term of this Agreement plus four (4) years after termination or expiration of this Agreement, Gilead shall have the right, during regular business hours and upon reasonable advance notice, to have such books and records audited by an independent certified accountant so as to verify the accuracy of the information previously reported to Gilead. Such information shall be deemed to be Proprietary Information of EyeTech and, as such, subject to confidentiality obligations pursuant to Section 6.3. The independent certified account shall keep confidential any Proprietary Information obtained during such audit and shall report to Gilead only the amounts of Royalties due and payable. The cost of such audit shall be borne by Gilead; however, in the event such audit reveals that the Royalties to Gilead constitute an underpayment of five percent (5%) or more from that revealed by the audit to be actually owed, the cost of the audit shall be borne by EyeTech. EyeTech shall include in all sublicenses granted as permitted under Section 2.4 an audit provision substantially similar to the foregoing requiring the sublicensee to keep full and accurate books and records relating to the Product and granting Gilead the right to audit the accuracy of the information reported by the sublicensee in connection therewith on the same terms as apply to an audit of EyeTech's records hereunder. The terms of this Section 3.6 shall survive any termination or expiration or termination of this Agreement for a period of four (4) years. 3.7 Withholding Taxes. Any and all taxes levied on account of royalty payments paid or owed from a country in which provision is made in the law or by regulation for withholding will be deducted from royalty payments paid Gilead hereunder. EyeTech shall cooperate with Gilead to claim exemption from such deductions or withholdings under any double taxation or similar agreement in force from time to time. 3.8 Sublicensee Obligations. In the event EyeTech sublicenses its right to sell a Product, such sublicense shall include an obligation for the sublicensee to account for and report its Net Sales of Products and provide that Gilead shall have audit rights therefor pursuant to this Section 3 on the same basis as if such sales were Net Sales of Products by EyeTech, and EyeTech shall pay royalty payments to Gilead as if the Net Sales of the sublicensee were Net Sales of EyeTech. 3.9 Late Payments. Any amounts not paid by EyeTech when due under this Agreement shall be subject to interest from and including the date payment is due through and including the date upon which Gilead has collected immediately available funds in an account designated by Gilead at a rate equal to the sum of two percent (2%) plus the prime rate of interest quoted in the Money Rates section of The Wall Street Journal, calculated daily on the basis of a 360-day year, or similar reputable data source. No special notice by Gilead to

EyeTech of such interest due shall be required. 3.10 Compulsory License. If either Party learns that a Third Party has obtained a Compulsory License in any country in the Territory, such Party shall promptly notify the other Party of such occurrence. If the royalty rate payable by the grantee of the Compulsory License is less than the royalty rates applicable in such country set forth in Section 3.3 of this Agreement, then the applicable royalty rates set forth in Section 3.3 of this Agreement shall be reduced to the lower royalty rates applicable in such country pursuant to such Compulsory License for so long 12.

as sales of a Competitive Product are made by any Third Party pursuant to the Compulsory License. SECTION 4 TERM OF AGREEMENT; TERMINATION 4.1 Term. The term of this Agreement shall commence upon the Effective Date and, unless sooner terminated as provided in this Section 4, expire on the expiration of all Royalty Terms for all Products. 4.2 Licenses upon Expiration. In the event that the Agreement expires as set forth in Section 4.1 above without early termination, the License shall automatically become, at EyeTech's election made at least 90 days prior to such expiration, either (i) an exclusive, irrevocable, royalty-bearing license, subject to the surviving provisions of the Agreement, to use and/or sublicense the use of Know How to make, have made, use, import, have imported, offer for sale, sell, and have sold Product(s) in the Field in the Territory as it exists at the time of such expiration, subject to payment by EyeTech to Gilead of a royalty equal to [**] percent ([**]%) of Net Sales of Products made pursuant to the license under this Section 4.2(i) after the expiration of this Agreement, or (ii) a non-exclusive, irrevocable, royalty-free, paid-up license, subject to the surviving provisions of this Agreement, to use and/or sublicense the use of Know How to make, have made, use, import, have imported, offer for sale, sell, and have sold Product(s) in the Field in the Territory as it exists at the time of such expiration. 4.3 Termination for Breach. Each Party shall have the right to terminate this Agreement and its obligations hereunder for material breach by the other Party, which breach remains uncured for sixty (60) days after written notice is provided to the breaching Party, or in the case of an obligation to pay royalty payments or other amounts owing under this Agreement, which breach remains uncured for thirty (30) days after written notice to the breaching Party; provided, however, that non-payment of any royalty amounts or other payments owing under this Agreement, for which the non-paying Party reasonably disputes the obligation or amounts not paid, shall not be deemed a breach of an obligation to pay royalty payments or other amounts owing under this Agreement, provided that the non-paying Party has paid all such amounts not in reasonable dispute. 4.4 Termination in Event of Patent Challenge. Gilead shall have the right to terminate this Agreement if EyeTech challenges the validity of the Licensed Patents within any country in the Territory, effective thirty (30) days after EyeTech's receipt of written notice of such termination by Gilead. 4.5 Reversion of Product Rights. (a) Termination of Agreement. In the event that this Agreement is terminated pursuant to Sections 4.3 or 4.4 above, other than for Gilead's material breach of this Agreement, the License shall terminate immediately upon such termination. (b) Loss of License Rights in Country. In the event that EyeTech permanently loses its right to use and sell Products in any country other than by reason of any 13.

action or failure to act on the part of Gilead or any party acting on behalf of Gilead, the License shall terminate with respect to such country.

(c) Transfer of Rights. With respect to any and all countries in which EyeTech's license rights are terminated pursuant to Sections 4.5(a), 4.5(b), or 6.7(b): (i) such country(ies) shall automatically be removed from the Territory; (ii) EyeTech hereby grants to Gilead an exclusive, freely sublicensable license under the EyeTech Rights, which license shall be royalty-free and paid-up, subject to Section 4.5(d), to make, have made, use, import, offer for sale, sell and otherwise research, develop and commercialize formulations of the NX1838 in such countries, and Gilead covenants not to practice such license until the actual termination of EyeTech's license rights as to such countries pursuant to Sections 4.5(a) or (b); (iii) EyeTech shall assign all of its right, title and interest in and to, and shall cooperate in the transfer of all of, the following related to Products to the extent that EyeTech Controlled such during the term of this Agreement: (A) INDs and Regulatory Approvals, (B) all preclinical and clinical development protocols, data, and reports and other information and data (with any clinical data to be in computer-readable format, where available, and otherwise in printed format, with no obligation of EyeTech to convert to electronic format any portion of such clinical data that currently is available only in printed format), (C) manufacturing development technical reports, (D) toxicology reports, and (E) such other information and data specifically identified in Exhibit B or of such type (the preceding (A), (B), (C), (D) and (E) constituting the "Updated Product Data Package"), (iv) EyeTech shall deliver to Gilead copies of all information, records and data that it Controls that are reasonably necessary for the research, development and commercialization of Products, including without limitation all clinical data relating to Products, forward to Gilead samples of all chemical and biological materials acquired, made, cloned, synthesized, first discovered or collected as a result of research development or commercialization of Products and reasonable necessary to continue the research, development and commercialization of Products, and take such other actions and execute such other instruments, assignments and documents as may be necessary to effect the transfer of rights and materials hereunder to Gilead; and (v) EyeTech shall provide assistance reasonably requested by Gilead for a period of ninety (90) days following the date of notice of termination to facilitate the exercise of the license granted to Gilead in Section 4.5 (c)(ii). (d) Royalties. Any license granted to Gilead pursuant to Section 4.5(c) shall be subject to payment of a royalty to EyeTech on a country-by-country basis at a rate equal to: (i) if such license is granted after initiation of Pivotal Clinical Trials for a Product applicable to such country, [**] percent ([**]%) of Gilead's net sales of Products in such country, or (ii) if such license is granted on or after the first Regulatory Approval of Product in such country, [**] percent ([**]%) of Gilead's net sales of Products in such country. 4.6 Accrued Rights and Obligations; Survival. Termination or expiration of this Agreement for any reason shall be without prejudice to any rights which shall have accrued to the benefit of either Party prior to such termination or expiration, including damages arising from any breach hereunder. The following provisions of this Agreement shall survive the expiration or termination of this Agreement: Sections 2.3, 4.2, 4.6, 5, 6.3, 6.4, 6.5, 6.9, 6.11(a), 6.12, 6.18, 7, 8. The following provisions of this Agreement shall survive the expiration of this Agreement to the extent that the license granted to EyeTech pursuant to Section 4.2 is in effect: Sections 3.4 through 3.9, 4.3, 4.5, 6.2, 6.7(d), 6.7(f), 6.8, 6.11(b), 6.11(c), 6.11(d), 6.13, 6.16 and 6.17(a). 14.

SECTION 5 REPRESENTATIONS AND WARRANTIES 5.1 Corporate Existence and Power. As of the Effective Date, each Party represents and warrants to the other that it (a) is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated, and (b) has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses granted hereunder. 5.2 Authority and Binding Agreement. As of the Effective Date, each Party represents and warrants to the other that it (a) has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder, (b) has taken all necessary corporate action on its part required to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder, and (c) the Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party and is enforceable against it in accordance with its terms.

5.3 Title. As of the Effective Date, each Party represents and warrants to the other that it has sufficient legal and/or beneficial title under its intellectual property rights necessary to perform activities contemplated under this Agreement and to grant the licenses contained in this Agreement and other ownership rights conveyed pursuant to this Agreement 5.4 No Conflict. Each Party represents and warrants to the other that it has not entered, and will not enter, into any agreement with any Third Party which is in conflict with the rights granted to the other Party under this Agreement, and has not taken and will not take any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or adversely affect the rights granted to the other Party under this Agreement. 5.5 No Approvals or Consents Required. Each Party represents and warrants to the other that all necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in order to enter into this Agreement have been obtained. 5.6 Patents. Gilead represents and warrants to EyeTech that in Exhibit D, Gilead has in good faith supplied a complete list of all Patents it Controls as of the Effective Date, that, but for the grant of the License, would be infringed by the manufacture, use or sale of Products in the Field. If EyeTech reasonably determines that any Patent Controlled by Gilead or any Affiliate of Gilead as of the Effective Date should be added to Exhibit D because EyeTech's manufacture, use or sale of Products would infringe such Patent, then there shall be no deemed breach of Gilead's representations and warranties in this Section 5.6 until after the parties negotiate in good faith regarding the addition of any such Patent to Exhibit D without any additional financial obligation and are unable to reach agreement on such addition of such Patent. 5.7 No Conflict. Each Party represents and warrants to the other that the execution and delivery of the Agreement by such Party and the performance of such Party's obligations 15.

hereunder (a) do not conflict with or violate any requirement of applicable law or regulation or any provision of articles of incorporation or bylaws of such Party in any material way, and (b) do not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation or court or administrative order by which such Party is bound. 5.8 Regulatory Documents. Gilead represents and warrants to EyeTech that: (a) Gilead has furnished EyeTech with access to a complete copy of the United States Regulatory Documents for the Product, including all material amendments and supplements thereto; (b) the Regulatory Documents have been accepted by, and Gilead has received no notice that the Regulatory Documents are not in good standing with, the relevant Regulatory Authorities; (c) to its knowledge, Gilead has filed with the relevant Regulatory Authorities all required notices, supplemental applications and annual or other reports, including adverse experience reports, with respect to the Regulatory Documents which are material; (d) Gilead has received no written notice of any regulatory action by the relevant Regulatory Authorities which may reasonably be expected to have a material adverse effect on the ability of a Party to obtain Regulatory Approval for Products based upon the Regulatory Documents. 5.9 Manufacturing Information. Gilead represents and warrants that, it has delivered or shall by the Delivery Date deliver to EyeTech all of the Transferred Assets and the Manufacturing Information. 5.10 Product Quality. Gilead hereby represents and warrants that all Product Inventory that is provided to EyeTech pursuant to the terms of this Agreement has been manufactured in compliance with all laws, rules and regulations (including without limitation, all applicable IND applications) applicable to the conduct of Gilead's Phase I clinical trial for a Product.

5.11 Implied Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5, GILEAD MAKES NO REPRESENTATION OR WARRANTY AS TO THE PATENTS, LICENSED PATENTS, KNOW-HOW, THE TRANSFERRED ASSETS, PRODUCTS, ITS INVENTORY OF PRODUCTS OR NX1838, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR OTHERWISE, AND GILEAD SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES. Without limiting the foregoing, EyeTech acknowledges that it has not and is not relying upon any implied warranty, including without limitation implied warranties of merchantability, fitness for a particular purpose, non-infringement of third party rights, or upon any representation or warranty whatsoever as to the prospects (financial, regulatory or otherwise), or the validity or likelihood of success, of any Product after the Effective Date. 16.

SECTION 6 ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES 6.1 Governmental Filings. Gilead and EyeTech each agree to prepare and file whatever filings, requests or applications are required to be filed with any governmental authority in connection with this Agreement and to cooperate with one another as reasonably necessary to accomplish the foregoing. Without limiting the generality of the foregoing, prior to, or within five (5) Business Days following, the assignment, transfer and conveyance by Gilead to EyeTech of the Transferred Assets pursuant to Section 2.2, Gilead shall have submitted to the relevant Regulatory Authorities the information required of a former owner of regulatory filings with respect to the Product, and EyeTech shall submit to the relevant Regulatory Authorities the information required of a new owner of regulatory filings with respect to the Product. 6.2 Compliance with Law. EyeTech shall comply with all supranational, national, federal, state, provincial and other local laws and regulations applicable to EyeTech's manufacture, use, development, marketing and sale of the Product. Without limiting the generality of the foregoing sentence, EyeTech shall not promote the Product in any manner in conflict with any applicable laws or regulations. 6.3 Proprietary Information; Exceptions. Each Party will maintain all Proprietary Information received by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information to any Third Party or use any such Proprietary Information for any purposes other than those necessary or permitted for performance under this Agreement. In particular, EyeTech shall not use any Know How for the manufacture or sale of any product other than a Product in the Field. Each Party may use such Proprietary Information only to the extent required to accomplish the purposes of this Agreement. Proprietary Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Proprietary Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Proprietary Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party will obtain prior agreement, from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 6.3. Each Party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of such Proprietary Information, but no less than reasonable care. Each Party will notify the other within two (2) Business Days upon discovery of any unauthorized use or disclosure of the Proprietary Information. Proprietary Information shall not include any information which, as shown by competent proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors in breach hereof, generally known or available; 17.

(b) is known by the receiving Party at the time of receiving such information, as evidenced by its contemporaneous written records; (c) is hereafter furnished to the receiving Party by a Third Party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving Party without any breach of this Agreement, as shown by independent, contemporaneous, written records; or (e) is the subject of a prior, express, written permission to disclose provided by the disclosing Party. Notwithstanding any other provision of this Section 6.3, (i) the Parties agree that they shall issue a press release in the form attached hereto as Exhibit F, and (ii) either Party may disclose such terms to bona fide potential corporate partners, to the extent required or contemplated by this Agreement, and to financial underwriters and other Third Parties with a need to know such information, provided that all such disclosures shall be made only to such Third Parties under an obligation of confidentiality and appropriately limited use. 6.4 Authorized Disclosure. Notwithstanding any other provision of this Agreement, each Party may disclose Proprietary Information if such disclosure: (a) is in response to a valid order of a court or other governmental body of the United States or a foreign country, or any political subdivision thereof; provided, however, that the receiving Party shall first have given notice to the other Party hereto and shall have made a reasonable effort to obtain a protective order requiring that the Proprietary Information so disclosed be used only for the purposes for which the order was issued; (b) is otherwise required by governmental law, rule or regulation, including without limitation rules or regulations of the U.S. Securities and Exchange Commission, or by rules of the National Association of Securities Dealers; or (c) is otherwise necessary to file or prosecute patent applications, prosecute or defend litigation or comply with applicable governmental regulations or otherwise establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary. Under no circumstances will EyeTech disclose publicly proprietary features of Gilead manufacturing technology for NX1838; provided, however, that Gilead shall cooperate with EyeTech to disclose such information to the extent required to provide EyeTech with reasonable protection from liability by reason of this prohibition on disclosure. 6.5 Return of Proprietary Information. In the event that the License terminates or expires, EyeTech shall promptly return all Proprietary Information received by it from Gilead. 6.6 Expenses. Gilead and EyeTech shall each bear their own direct and indirect expenses incurred in connection with the negotiation and preparation of this Agreement and, except as set forth in this Agreement, the performance of the obligations contemplated hereby. 18.

6.7 Efforts. (a) EyeTech shall use Reasonable Diligence to develop, obtain Regulatory Approval for, and commercialize Product(s) in the Territory and shall be solely responsible for all related development, regulatory and commercialization efforts and costs; provided, however, with respect to countries in the Territory that are not Major Countries (such countries, "Non-Major Countries"), EyeTech shall have the right to determine, on a country by country basis using its reasonable discretion not to pursue Regulatory Approval in such Non-Major Country because commercialization of the Product is not economically feasible for EyeTech. EyeTech shall provide Gilead with written notice of all decisions by EyeTech to not pursue development, Regulatory Approval or commercialization in a country in the Territory for a Product in the Field for any reason within thirty (30) days

of such decision. (b) In the event EyeTech or its sublicensees fail to undertake Reasonable Diligence in developing, obtaining Regulatory Approval of, and/or commercializing Products in one or more Major Countries in the Territory, such failure shall (i) automatically cause the License to terminate with respect to such Major Country(ies) and have the consequences set forth in Section 4.5(c) with respect to any such Major Country(ies); and (ii) shall entitle Gilead to terminate this Agreement for material breach under Section 4.3 if there have been such failures of diligence applying to four (4) or more Major Countries, with the consequences set forth in Section 4.5(c); provided in each case that EyeTech (or its sublicensee) does not cure such failure within ninety (90) days of written notice from Gilead specifying its belief that such failure has occurred and the reasons therefor. Gilead shall not be entitled to exercise the foregoing termination rights if EyeTech reasonably disputes Gilead's contention that EyeTech has failed in such Reasonable Diligence until after the Parties have first completed dispute resolution procedures pursuant to Section 8.9. (c) EyeTech's Responsibilities. EyeTech shall be responsible, at its sole expense, for all development of, regulatory activities relating to, and commercialization of Products in the Territory beginning on the Effective Date, including performing clinical development of Products within the Territory using standard pharmaceutical industry practices, and making all regulatory filings necessary to obtain Regulatory Approvals of Products in the Territory. Within thirty (30) days of the Effective Date, EyeTech shall provide to Gilead a formal clinical development plan for Products in the Field in the Territory (the "Development Plan"), pursuant to which EyeTech will carry out development of Products under this Agreement, which shall be reasonably satisfactory to Gilead. The Development Plan shall be subject to amendment by EyeTech from time to time, with notice and copy of such amended Development Plan to Gilead; provided, however, (i) Gilead shall have the right to review such proposed amendment prior to its adoption; (ii) EyeTech shall in good faith consider any reasonable comments and considerations raised by Gilead within five (5) Business Days of Gilead's receipt of such proposed amendment; and (iii) such proposed amendment is consistent with EyeTech's obligations of Reasonable Diligence pursuant to Sections 6.7(a) and (b). (d) Regulatory Filings and Matters. EyeTech will file such regulatory filings as may be necessary to obtain Regulatory Approvals of Products within the Territory. EyeTech will be responsible for all communications with all supranational, regional, federal, state, provincial or other local regulatory agencies, department, bureaus and other governmental 19.

authorities with jurisdiction over Regulatory Approvals in connection with such filings. EyeTech will keep Gilead informed of the status of such filings in each country, and will provide Gilead with at least sixty (60) days advance notice of the final submission of an application for Regulatory Approval in any country of the Territory. EyeTech will promptly advise Gilead each time that it obtains Regulatory Approval of Products in a country of the Territory. EyeTech shall be responsible for the reporting of adverse events related to the use of Products marketed by EyeTech, its Affiliates or sublicensees in the Territory. (e) Reporting; Meetings. Prior to February 1, May 1, August 1 and November 1 of each Calendar Year, EyeTech will submit to Gilead, written reports summarizing the status and progress of the clinical development, marketing and commercialization efforts for each Product in sufficient detail so as to allow Gilead to monitor EyeTech's compliance with Section 6.7(a). During March and September of each Calendar Year, senior executive and scientific personnel of EyeTech will meet with Gilead representatives to report on the status of development and commercialization of Products and to consult as to modifications in the development plan referenced in Section 6.7(c). 6.8 Pricing. EyeTech shall determine, in its sole discretion, the pricing, discounting policy and other commercial terms relating solely to Products. EyeTech agrees that EyeTech, its Affiliates and its sublicensees shall not subject the selling price of Products to abnormal discounts taken against Products in order to achieve sales of other products. 6.9 Export Control. This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States of America or other countries which may be imposed upon or

related to Gilead or EyeTech from time to time. Each Party agrees that it will not export, directly or indirectly, any technical information acquired from the other Party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity. 6.10 Inability to Develop or Commercialize. EyeTech represents that it has, and covenants that it will maintain adequate resources and expertise to fulfill its obligations under this Agreement. During the term of this Agreement, EyeTech shall provide such information that Gilead may request that is reasonably necessary for Gilead to verify that EyeTech has adequate resources and expertise to fulfill its obligations under this Section 6.10. 20.

6.11 Compliance with Laws; Cooperation; Maintenance of Original Documents. (a) Each Party shall carry out its activities pursuant to this Agreement in compliance with all applicable supranational, national, state, provincial and local laws, rules, regulations and guidances. (b) Gilead and EyeTech each agree to use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or proper to make effective the transactions contemplated by this Agreement, including such actions as may be reasonably necessary to obtain approvals and consents of governmental Persons and other Persons (including, without limitation, all applicable drug listing and notifications to the relevant Regulatory Authority identifying EyeTech as the licensee of the Product), in each case as reasonably necessary to allow EyeTech to develop, obtain Regulatory Approvals for, and commercialize Products as provided in this Agreement; provided that no Party shall be required in connection with such activities to (1) make any payment (other than as expressly required pursuant to this Agreement), or (2) assume any other material obligation not otherwise required to be assumed by this Agreement. (c) For so long as EyeTech, its Affiliates or sublicensees is making, using or selling Products, Gilead shall store and maintain all original Manufacturing Information in a secure location in accordance with practices customary for Gilead and the pharmaceutical industry for regulatory documents and in compliance with applicable laws and regulations, and, upon proper notice from a Regulatory Authority of competent jurisdiction over Products, shall make such Manufacturing Information reasonably available to such Regulatory Authority. (d) EyeTech shall store and maintain all original Updated Product Data Package in a secure location in accordance with practices customary for EyeTech and the pharmaceutical industry for regulatory documents and in compliance with applicable laws and regulations. 6.12 Cooperation. If either Party shall become engaged in or participate in any investigation, claim, litigation or other proceeding with any Third Party, including any proceeding before a Regulatory Authority, relating in any way to the Product or any of the Licensed Patents the other Party shall cooperate in all reasonable respects with such Party in connection therewith, including, without limitation, using its reasonable efforts to make available to the other Party such Party's employees who may be helpful with respect to such investigation, claim, litigation or other proceeding, provided that, for purposes of this provision, reasonable efforts to make available any employee shall be deemed to mean providing a Party with reasonable access to any such employee at no cost for a period of time not to exceed 24 hours (e.g., three 8-hour Business Days). Thereafter, any such employee shall be made available for such time and upon such terms and conditions (including, but not limited to, compensation) as the Parties may mutually agree. 6.13 Exclusive Rights. The licenses granted under this Agreement to EyeTech are exclusive, and no Person, including without limitation Gilead, shall have any right with respect to such licenses during the term of this Agreement, except as otherwise permitted under this Agreement. Except as otherwise permitted by this Agreement, Gilead shall refrain from granting 21.

any right to any Third Party relating to NX1838, the Licensed Patents or the Transferred Assets that would, in any manner, violate the terms of or conflict with the rights granted to EyeTech pursuant to this Agreement. 6.14 Patent Prosecution and Maintenance. (a) Prosecution of Patents. Licensed Patents shall be prosecuted and maintained in the Territory by Gilead using diligent efforts, at Gilead's expense, except as otherwise provided in this Section 6.14(a). If Gilead reasonably determines that it has no material or commercially useful application for a Licensed Patent, then EyeTech shall have the right to have Gilead prosecute and maintain such Licensed Patents or file for such patent term extension therefor at EyeTech's sole expense. EyeTech shall bear all reasonable costs of any inter partes patent proceeding, including without limitation oppositions, interferences or contested re-examinations, which proceeding shall be conducted under the control of Gilead. (b) EyeTech shall assist Gilead in obtaining patent extensions and supplementary protection certificates, and provide such other assistance as reasonably requested by Gilead in connection with the prosecution and maintenance of the Licensed Patents in any part of the Territory at EyeTech's sole expense. 6.15 Infringement of Licensed Patents. (a) Notice. Each Party shall promptly notify the other in writing of any alleged infringement by Third Parties of any Licensed Patent within the Territory and provide any information available to that Party relating to such alleged infringement or misappropriation. EyeTech shall have no rights with respect to any infringement of Licensed Patents that occurs outside of the Field and/or outside the Territory except the right to receive notice pursuant to this Section 6.15(a). (b) Enforcement of Licensed Patents against Competitive Products. If any Licensed Patent is infringed by a Third Party in connection with the manufacture, use, sale, offer for sale or import of a Competitive Product within the Field and within the Territory ("Competitive Product Infringement"), EyeTech shall have the primary right, but not the obligation, to initiate, prosecute and control any action with respect to such infringement in the Territory, by counsel of its own choice, to secure the cessation of the infringement or to enter suit against the infringer. Gilead shall have the right to participate in any such action with respect to the Licensed Patents and to be represented by counsel of its own choice. If EyeTech fails to bring an action or proceeding to enforce a Licensed Patent within a period of one hundred twenty (120) days after having knowledge of infringement of such Licensed Patent, then Gilead shall have the right to bring and control any such action by counsel of its own choice, and EyeTech shall have the right to participate in such action and be represented by counsel of its own choice. If a Party brings any such action or proceeding under this Section 6.15(b), the other Party agrees to be joined as a party plaintiff and to give the first Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit under this Section 6.15(b) (including the internal costs and expenses specifically attributable to such suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor of the Parties, and any remaining damages shall be treated as Net Sales of 22.

EyeTech in its Territory if EyeTech controlled the action or allocated between the parties in accordance with their economic interest in the profitability of Products if Gilead controlled the action. No settlement or consent judgment or other voluntary final disposition of a suit under this Section 6.15(b) relating to a Licensed Patent may be entered into without the consent of Gilead, not to be unreasonably withheld. (c) Enforcement of Licensed Patents against Non-Competitive Products. With respect to any infringement of Licensed Patents within the Field and within the Territory that is not a Competitive Product Infringement, Gilead shall have the primary right, but not the obligation, to initiate, prosecute and control any action with respect to such infringement, by counsel of its own choice, to secure the cessation of the infringement or to enter suit against the infringer and shall be the "Lead Party" and EyeTech shall be the "Secondary Party". The Secondary Party shall have the right to participate in any such action with respect to its Patents and to be represented by counsel of its own choice. If the Lead Party fails to bring an action or proceeding to enforce a Licensed Patent within a period of one hundred twenty

(120) days after having knowledge of infringement of such Licensed Patent, then the Secondary Party shall have the right to bring and control any such action by counsel of its own choice, and the Lead Party shall have the right to participate in such action and be represented by counsel of its own choice. If a Party brings any such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the first Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit under this Section 6.15(c) (including the internal costs and expenses specifically attributable to such suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor of the Parties, and any remaining damages shall be paid to Gilead if Gilead controlled the action, or paid to each Party in proportion to their expenditures in such action, if EyeTech controlled the action. No settlement or consent judgment or other voluntary final disposition of a suit under this Section 6.15(c) relating to a Licensed Patent may be entered into without the consent of Gilead, not to be unreasonably withheld. 6.16 Infringement of Third Party's Rights. (a) If the practice of the Licensed Patents through the manufacture, use or sale of Products by EyeTech, its Affiliates or sublicensees results in a claim for patent infringement against EyeTech, its Affiliates or sublicensees, the Party to this Agreement first having notice of that claim shall promptly notify the other Party in writing. The notice shall set forth the facts of the claim in reasonable detail. (b) If a Third Party asserts that a patent or other right owned by or licensed to it is infringed by the practice of the Licensed Patents through the manufacture, use or sale of Products by EyeTech, its Affiliates or sublicensees pursuant to the License, EyeTech may attempt to resolve the problem raised by the asserted infringement. The matter shall be deemed resolved if EyeTech obtains: (a) a license permitting EyeTech to manufacture, use and sell Products in that country on a royalty-free or royalty-bearing basis; (b) a statement or representation from the Third Party that: (1) no action will be taken against EyeTech, its Affiliates or its sublicensees, or (2) that the patent or other right is not infringed by the manufacture, use or sale of Products by EyeTech, its Affiliates or its sublicensees; or (c) a final judgment by a court of competent jurisdiction from which no appeal has or can be taken that the 23.

Third Party's patent(s) alleged to be infringed is invalid, or the Third Party's patent(s) or other right(s) are unenforceable or not infringed by the manufacture, use or sale of Products by EyeTech, its Affiliates or sublicensees. EyeTech shall have the primary right to defend any such claim. Gilead shall have the right, but not the obligation, to participate in any such suit at its sole option and at its own expense. Each Party shall reasonably cooperate with the Party conducting the defense of the claim. Neither Party shall enter into any settlement that affects the other Party's rights or interests without such other Party's prior written consent, not to be unreasonably withheld. If EyeTech makes a payment to any Third Party in the course of defending or settling any claim brought by a Third Party pursuant to this Section 6.16, EyeTech shall be entitled to offset a percentage of all such amounts against royalties due to Gilead hereunder as provided in Section 3.3(b). 6.17 Manufacturing. (a) EyeTech shall be solely responsible for the manufacture of Product following the Effective Date, including without limitation for clinical trials and commercialization. (b) The Parties shall enter into an agreement dated as of the Effective Date (the "Manufacturing Agreement") obligating the Parties to enter into a clinical supply agreement providing for the fill and finish of sufficient quantities of Product Inventory to complete a Phase Ib trial investigating the use of NX1838 for the treatment of agerelated macular degeneration. 6.18 Use of Names, Logos or Symbols. No Party hereto shall use the name, trademarks, logos, physical likeness, employee names or owner symbol of the other Party hereto for any purpose, including, without limitation, in connection with any private or public securities placements, without the prior written consent of the affected Party, such consent not to be unreasonably withheld or delayed so long as such use of name is limited to objective statements of fact, rather than for endorsement purposes. Nothing contained herein shall be construed as granting either Party any rights or license to use any of the other Party's trademarks or trade names without

separate, express written permission of the owner of such trademark or trade name. SECTION 7 INDEMNIFICATION 7.1 Indemnification. (a) Gilead shall indemnify, defend and hold EyeTech (and its directors, officers, employees, consultants, Affiliates and sublicensees) (each, an "EyeTech Indemnitee") harmless from and against any and all Damages incurred or suffered by an EyeTech Indemnitee as a result of Third Party claims, actions or proceedings (collectively, "EyeTech Claims") to the extent such EyeTech Claims are a consequence of: (1) the breach or alleged breach of any representation or warranty by Gilead hereunder, or 24.

(2) the negligence or misconduct of Gilead in connection with its activities under this Agreement; except to the extent such EyeTech Claims are a consequence any of the items in Sections 7.1(b)(1), (2) or (3). (b) EyeTech shall indemnify, defend and hold Gilead (and its directors, officers, employees, consultants and Affiliates) (each, a "Gilead Indemnitee") harmless from and against any and all Damages incurred or suffered by a Gilead Indemnitee as a result of Third Party claims, actions or proceedings (collectively, "Gilead Claims") to the extent such Gilead Claims are a consequence of: (1) the breach or alleged breach of any representation or warranty by EyeTech hereunder; (2) the negligence or willful misconduct of EyeTech in connection with its activities under this Agreement; (3) the possession, research, development, manufacture, use, offer for sale, sale, administration, storage or transport of NX1838 or Products by EyeTech or its Affiliates or sublicensees; except to the extent such Gilead Claims are a consequence any of the items in Sections 7.1(a)(1) or (2). 7.2 Mechanics. If a Party or its Affiliate has a right to be indemnified under this Section 7 (the "Indemnified Party"), such Party or Affiliate (i) shall give prompt notice of such EyeTech Claim or Gilead Claim, as the case may be (as applicable, a "Claim"), to the other Party (the "Indemnifying Party") and (ii) subject to Sections 6.15 and 6.16 of this Agreement, will have the first right to defend any Claims for which it is entitled to indemnification from the other Party under Section 7.1, with the cooperation and at the expense of such other Party, provided that it will not settle any such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnified Party is defending a Claim, the Indemnifying Party shall have the right to be present in person or through counsel at substantive legal proceedings. In the event that the Parties cannot agree as to the application of Section 7.1 to any Damages or Claim, the Parties may conduct separate defenses of such claim. Each Party further reserves the right to claim indemnity from the other in accordance with Section 7.1 upon resolution of the underlying claim. 7.3 Insurance Coverage. Each Party represents and warrants that it is covered and will continue to be covered by a comprehensive general liability insurance program which covers all of each Party's activities and obligations hereunder in accordance with reasonable pharmaceutical industry standards. Each Party will provide the other Party with written notice at least fifteen (15) days prior to any cancellation or material change in such insurance program. Each Party will maintain such insurance program, or other program with comparable coverage, beyond the expiration or termination of this Agreement during the period in which any Product is being commercially distributed or sold, and for a commercially reasonable period thereafter. 25.

7.4 Indemnification Payment Adjustments. The amount of any Damages for which indemnification is provided

7.4 Indemnification Payment Adjustments. The amount of any Damages for which indemnification is provided under this Section 7 shall be reduced to take account of any net tax benefit and shall be increased to take account of any net tax detriment arising from the incurrence or payment of any such Damages or from the receipt of any such indemnification payment and shall be reduced by the insurance proceeds received and any other amount recovered, if any, by the Indemnified Party with respect to any Damages; provided, however, that an Indemnified Party shall not be subject to an obligation to pursue an insurance claim relating to any Damages for which indemnification is sought hereunder. If any Indemnified Party shall have received any payment pursuant to this Section 7 with respect to any Damages and shall subsequently have received insurance proceeds or other amounts with respect to such Damages, then such Indemnified Party shall pay to the Indemnifying Party an amount equal to the difference (if any) between (1) the sum of the amount of those insurance proceeds or other amounts received and the amount of the payment by such Indemnifying Party pursuant to this Section 7 with respect to such Damages and (2) the amount necessary to fully and completely indemnify and hold harmless such Indemnified Party from and against such Damages; provided, however, in no event will such Indemnified Party have any obligation pursuant to this sentence to pay to such Indemnifying Party an amount greater than the amount of the payment by such Indemnifying Party pursuant to this Section 7 with respect to such Damages. 7.5 Indemnification Payment. Upon the final determination of liability and the amount of the indemnification payment under this Section 7, the appropriate Party shall pay to the other in immediately available funds, within thirty (30) Business Days after such determination, the amount of any claim for indemnification made hereunder. 7.6 Survival. The provisions of this Section 7 shall survive any termination of this Agreement with respect to actions of the Parties during the term of the Agreement or the term of any license to EyeTech, whichever occurs later. Each Indemnified Party's rights under this Section 7 shall not be deemed to have been waived or otherwise affected by such Indemnified Party's waiver of the breach of any representation, warranty, agreement or covenant contained in or made pursuant to this Agreement, unless such waiver expressly and in writing also waives any or all of the Indemnified Party's right under Section 7. SECTION 8 MISCELLANEOUS 8.1 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns; provided, however, that neither Gilead nor EyeTech may assign any of its rights, duties or obligations hereunder without the prior written consent of the other, which consent may be withheld in the other's sole discretion, except that no prior written consent shall be required in the event that a Third Party acquires substantially all of the assets or outstanding shares of, or merges with, EyeTech or Gilead, as the case may be. No assignment of this Agreement or of any rights hereunder shall relieve the assigning Party of any of its obligations or liability hereunder. Any attempted assignment not in compliance with this Section 8.1 shall be of no force or effect. 8.2 Notices. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, 26.

prepaid telex, cable, telegram or facsimile and confirmed in writing, or mailed first class, postage prepaid, by registered or certified mail, return receipt requested (mailed notices and notices sent by telex, cable or telegram shall be deemed to have been given on the date received) as follows: If to Gilead, as follows: Gilead Sciences, Inc. 333 Lakeside Drive, Foster City, CA 94404 Facsimile: (650) 522-5488 Attn: Chief Executive Officer With a copy to: Gilead Sciences, Inc. 333 Lakeside Drive, Foster City, CA 94404 Facsimile: (650) 522-5537 Attn: General Counsel

If to EyeTech, as follows: EyeTech Pharmaceuticals, Inc. 300 East 42nd Street Third Floor New York, N.Y. 10017 Facsimile: (212) 8838883 Attn: Chief Executive Officer With a copy to: Duval & Stachenfeld LLP 300 East 42nd Street Third Floor New York, N.Y. 10017 Facsimile: (212) 8838883 Attn: Harsha Murthy or in any case to such other address or addresses as hereafter shall be furnished as provided in this Section 8.2 by any Party hereto to the other Party. 8.3 Waiver; Remedies. Any term or provision of this Agreement may be waived at any time by the Party entitled to the benefit thereof by a written instrument executed by such Party. No delay on the part of Gilead or EyeTech in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either Gilead or EyeTech of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege 27.

hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 8.4 Survival of Representations. Each of the representations and warranties made in this Agreement shall survive the expiration or termination of this Agreement only with respect to activities conducted or events occurring prior to the expiration or termination of the Agreement. 8.5 Entire Agreement. This Agreement, together with all exhibits hereto and the Warrant Agreement and the Manufacturing Agreement, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings of the Parties relating thereto. 8.6 Amendment. This Agreement may be modified or amended only by written agreement of the Parties hereto. 8.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute a single instrument. 8.8 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California, excluding its choice of law rules, except for the application of the Federal Arbitration Act pursuant to Section 8.9(c)(ii). 8.9 Dispute Resolution. (a) The Parties recognize that disputes as to certain matters may from time to time arise during the term of this Agreement which relate to either party's rights and/or obligations hereunder or thereunder. It is the objective of the Parties to establish procedures to facilitate the resolution of disputes arising under this Agreement in an expedient manner by mutual cooperation and without resort to litigation. To accomplish this objective, the Parties agree to follow the procedures set forth in this Section 8.9 if and when a dispute arises under this Agreement. In the event of disputes between the Parties, a Party seeking to resolve such dispute will, by written notice to the other Party, have such dispute referred to their respective executive officers designated below or their successors, for attempted resolution by good faith negotiations within fourteen (14) days after such notice is received. Said designated officers are as follows: For EyeTech: Chief Executive Officer For Gilead: Chief Executive Officer In the event the designated executive officers are not able to resolve such dispute, either party may at any time after the 14 day period invoke the provisions of Section 8.9(b) hereinafter.

(b) Following settlement efforts pursuant to Section 8.9(a), any dispute, controversy or claim arising out of or relating to the validity, construction, enforceability or performance of this Agreement, including disputes relating to alleged breach or to termination of this Agreement under Section 4, other than disputes which are expressly prohibited herein from 28.

being resolved by this mechanism, shall be settled by binding Alternative Dispute Resolution ("ADR") in the manner described below: (i) If a party intends to begin an ADR to resolve a dispute, such party shall provide written notice (the "ADR Request") to counsel for the other party informing such other party of such intention and the issues to be resolved. From the date of the ADR Request and until such time as any matter has been finally settled by ADR, the running of the time periods contained in Section 4.3 as to which party must cure a breach of this Agreement shall be suspended as to the subject matter of the dispute. (ii) Within ten (10) business days after the receipt of the ADR Request, the other party may, by written notice to the counsel for the party initiating ADR, add additional issues to be resolved. (iii) Disputes regarding the scope, validity and enforceability of Patents shall not be subject to this Section 8.9, except for Section 8.9(a), and shall be submitted to a court of competent jurisdiction. (c) The ADR shall be conducted pursuant to Comprehensive Rules for Commercial, Real Estate and Construction Disputes then in effect, except that notwithstanding those rules, the following provisions shall apply to the ADR hereunder: (i) The arbitration shall be conducted by a panel of three arbitrators (the "Panel"). The Panel shall be selected from a pool of retired independent federal judges to be presented to the Parties by JAMS. (ii) The time periods set forth in the JAMS rules shall be followed, unless a party can demonstrate to the Panel that the complexity of the issues or other reasons warrant the extension of one or more of the time tables. In such case, the Panel may extend such time tables, but in no event shall the time tables being extended so that the ADR proceeding extends more than 18 months from its beginning to the Award. In regard to such time tables, the Parties (i) acknowledge that the issues that may arise in any dispute involving this Agreement may involve a number of complex matters and (ii) confirm their intention that each party will have the opportunity to conduct complete discovery with respect to all material issues involved in a dispute within the framework provided above. Within such time frames, each party shall have the right to conduct discovery in accordance with the Federal Rules of Civil Procedure. The Panel shall not award punitive damages to either party and the Parties shall be deemed to have waived any right to such damages. The Panel shall, in rendering its decision, apply the substantive law of the State of California, without regard to its conflict of laws provisions, except that the interpretation of and enforcement of this Section 8.9(c)(ii) shall be governed by the Federal Arbitration Act. The Panel shall apply the Federal Rules of Evidence to the hearing. The proceeding shall take place in San Francisco, San Mateo or Santa Clara Counties, California. The fees of the Panels and JAMS shall be paid by the losing Party which shall be designated by the Panel. If the Panel is unable to designate a losing party, it shall so state and the fees shall be split equally between the Parties. 29.

(iii) The Panel is empowered to award any remedy allowed by law, including money damages, multiple damages, prejudgment interest and attorneys' fee, and to grant final, complete, interim, or interlocutory relief, including injunctive relief but excluding punitive damages. (iv) Except as set forth in Section 8.9(c)(ii), above, each party shall bear its own legal fees. The Panel shall assess its costs, fees and expenses against the party losing the ADR unless it believes that neither party is the clear loser,

in which case the Panel shall divide such fees, costs and expenses according to the Panel's sole discretion. (v) The ADR proceeding shall be confidential and the Panel shall issue appropriate protective orders to safeguard each party's Proprietary Information. Except as required by law, no party shall make (or instruct the Panel to make) any public announcement with respect to the proceedings or decision of the Panel without prior written consent of each other party. The existence of any dispute submitted to ADR, and the award, shall be kept in confidence by the Parties and the Panel, except as required in connection with the enforcement of such award or as otherwise required by applicable law. (d) The Parties agree that judgment on any arbitral award issued pursuant to this Section 8.9 shall be entered in the United States District Court for the Northern District of California or, in the event such court does not have subject matter jurisdiction over the dispute in question, such judgment shall be entered in the Superior Court of the State of California, in the County of San Mateo, and each Party agrees to the co-exclusive personal jurisdiction of such courts for the purpose of entry of such a judgment. 8.10 Captions. All section titles or captions contained in this Agreement, in any Exhibit referred to herein and the table of contents, if any, to this Agreement are for convenience only, shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of this Agreement. 8.11 No Third Party Rights or Obligations. Except as expressly provided in Section 7, no provision of this Agreement shall be deemed or construed in any way to result in the creation of any rights or obligation in any Person not a Party to this Agreement. 8.12 Severability. If any provision of this Agreement is found or declared to be invalid or unenforceable by any court or other competent authority having jurisdiction, such finding or declaration shall not invalidate any other provision hereof, and this Agreement shall thereafter continue in full force and effect. In the event any such provision is so declared invalid or unenforceable, the Parties shall negotiate an alternative provision that closely approximates the Parties' intent, to the extent allowable under law. 8.13 Attachments. All Exhibits and other attachments to this Agreement are by this reference incorporated herein and made a part of this Agreement. 8.14 Disclaimer of Agency. This Agreement shall not constitute any Party the legal representative or agent of another, nor shall any Party have the right or authority to assume, create, or incur any Third Party liability or obligation of any kind, express or implied, against or in the name of or on behalf of another except as expressly set forth in this Agreement. 30.

8.15 Interpretation. This Agreement has been jointly prepared by the Parties and their respective legal counsel and shall not be strictly construed against either Party. 8.16 Force Majeure. Each of the Parties hereto shall be excused from the performance of its obligations hereunder (except the payment of money) in the event such performance is prevented by force majeure, provided that the non-performing Party promptly provides notice of the prevention to the other Party. Such excuse shall be continued so long as the condition constituting force majeure continues and the non-performing Party makes and continues to make reasonable efforts to remove or overcome the condition. For the purposes of this Agreement, force majeure shall mean any act of God, fire, casualty, flood, war, earthquake, strike, failure of public utilities, any act, exercise, assertion or requirement of governmental authority, accident, epidemic, destruction of facilities, or such other similar occurrences beyond the control of the Party whose performance is affected. 8.17 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY OR ITS RESPECTIVE AFFILIATES AND PERMITTED SUBLICENSEES BE LIABLE FOR SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, EXCEPT TO THE EXTENT SUCH PARTY MAY BE REQUIRED TO INDEMNIFY THE OTHER PARTY FROM SUCH DAMAGES CLAIMED BY THIRD PARTIES UNDER SECTION 7.

8.18 No Assumption of Obligations. Except as expressly provided in this Agreement: (i) neither Party is assuming any of the other Party's responsibilities, duties (including, without limitation, compliance with all applicable laws and regulations), obligations (including payment obligations), claims, Damages, liabilities, burdens and problems of any nature whatsoever (collectively, "Obligations"), whether by operation of law or otherwise, and (ii) without limiting the foregoing, EyeTech is not assuming any of Gilead's Obligations with respect to Transferred Assets. 31.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.
GILEAD SCIENCES, INC. By: /s/Mark L. Perry --------------------------------Mark L. Perry Senior Vice President, Operations NEXSTAR PHARMACEUTICALS, INC. By: /s/Mark L. Perry --------------------------------Mark L. Perry Chief Financial Officer EYETECH PHARMACEUTICALS, INC. By: /s/David Guyer ------------------------------David Guyer Chief Executive Officer

32.

EXHIBIT A NX1838 The compound NX1838, is [**] A-1.

EXHIBIT B PRODUCT DATA PACKAGE INFORMATION AND DATA Regulatory IND Pre-IND submissions IND correspondence IND supplements Clinical Case Report Forms by site 1838 Project Files Investigator Files by Site Manufacturing (API) Synthesis Batch Records Accompanying Analytical Data Records of Failed Lots

Manufacturing (DP) Master Production Records Bills of Materials Assay methods Finished Product Specifications B-1.

EXHIBIT C PRODUCT INVENTORY NX1838 PHYSICAL COUNT SHEET DATE: 03/23/00 COUNTED BY: Felicia Yu, Judy Liou
Expiration Date --------------NX1838 Lots LOT# 131901E LOT# 141901E LOT# 251901E Ingredients 1106510911 1106510911 1100500911 1100600911 1200110911 1645080911 3MGS IN 100 MICROLITERS 4MGS IN 100 MICROLITERS 3MGS IN 200 MICROLITERS 2/29/00 04/13/99 7/14/99 Physical Count -------------16 50 149

NX 1838 APTAMER NX 1838 APTAMER SODIUM PHOSP MONOBASIC SODIUM PHOSP DIBASIC SODIUMCHLORIDI SYRINGES

LOT# LOT# LOT# LOT# 0.9% 1 ML

97000690 98000122 97000299 97000649 INJECTION W/NEEDLE

10/14/99 10/28/99 7/3/02 12/18/02 5/31/00 03/01

792.8 5441 11527.1 11435 20 1100

Other clinical batches 101804E 1/2 MG DOSE EXPIRE 10/99 111803E 1 MG DOSE EXPIRE 10/99 201901E 1.5 MG PER SYRINGES EXPIRE 07/00 211901E 2.5 MG PER SYRINGES EXPIRE 06/00 151805E 91599400000 EXPIRE 03/99 121802E 91299400000 EXPIRE 05/99

10/99 10/99 7/00 6/00 3/99 5/99

12 12 21 25 3 2

C-1.

EXHIBIT D LICENSED PATENTS
[**] [**]

D-1.

"[AMENDMENT NO. 1]" TO LICENSING AGREEMENT THIS AMENDMENT NO. 1 (the "Amendment") is entered into as of the 9th day of May, 2000, by and among GILEAD SCIENCES, INC., a Delaware corporation, NEXSTAR PHARMACEUTICALS, INC., a Delaware corporation (these two parties collectively referred to herein as "Gilead") and EYETECH PHARMACEUTICALS, INC., a Delaware corporation (hereinafter "EyeTech"), to amend the Licensing Agreement made effective as of March 31, 2000 (the "Agreement") by and among Gilead and EyeTech,

Agreement made effective as of March 31, 2000 (the "Agreement") by and among Gilead and EyeTech, whereby Gilead licensed EyeTech to further clinically develop and commercialize Gilead's proprietary compound NX 1838. Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Agreement. RECITALS WHEREAS, the Parties desire to amend the Agreement to define the term "Proprietary Information" which was employed but not defined in the Licensing Agreement, and to set the term of survival for the confidentiality, nondisclosure and nonuse obligations pertaining to such Proprietary Information. NOW, THEREFORE, in consideration of the foregoing and the covenants and promises contained in this Amendment, and the Parties hereby amend the Agreement as follows: 1. Section 1.1 is hereby amended to insert the following defined term and definition immediately following the definition for Product Inventory: "Proprietary Information" shall mean, subject to Section 6.3 of the Agreement, any Know-How, patent applications or other confidential information of a Party disclosed by such Party to another Party in the course of negotiating or performing under this Agreement or any other written agreement between the Parties entered into on or prior to May 9, 2000. Proprietary Information shall be deemed to include the terms of this Agreement and the terms of any other written agreement between the Parties entered into on or prior to May 9, 2000. 2. Section 6.3 is hereby amended to add the following new paragraph to the end of such section: The obligations of confidentiality, nondisclosure and nonuse contained in this Section 6.3 shall survive any expiration or termination of this Agreement for a period of five (5) years. 3. The Agreement, as amended by this Amendment, shall remain in full force and effect according to its terms. 4. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. 5. This Amendment shall be effective as of the date first written above. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment effective as of the date first written above.
GILEAD SCIENCES, INC. By: /s/ Mark L. Perry --------------------------------Name: Mark L. Perry EYETECH PHARMACEUTICALS, INC. By: /s/ David Guyer ---------------------------------Name: David Guyer

Title: Senior Vice President, Operations

Title: Chief Executive Officer

NEXSTAR PHARMACEUTICALS, INC.
By: /s/ Mark L. Perry --------------------------------Name: Mark L. Perry

Title: Chief Financial Officer

"[AMENDMENT NO. 2]" TO LICENSING AGREEMENT THIS AMENDMENT NO. 2 ("the Second Amendment") is entered into as of December 4, 2001, by and between EyeTech Pharmaceuticals, Inc. a Delaware corporation ("EyeTech") and Gilead Sciences, Inc., a Delaware corporation ("Gilead"), to amend that certain Licensing Agreement dated as of March 31, 2000, as amended by Amendment No. 1 to Licensing Agreement dated as of May 9, 2000 (the "Agreement") by and between EyeTech and Gilead (as successor in interest to NeXstar Pharmaceuticals, Inc.). Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Agreement. WHEREAS, EyeTech desires to obtain access to notebooks of Gilead relating or potentially relating to the compound NX1838; WHEREAS, Gilead is willing to provide such access to EyeTech personnel if the information in such notebooks is kept confidential by EyeTech and its personnel under the terms of the Agreement; WHEREAS, in support of EyeTech's activities under the Agreement, Gilead would like to provide to EyeTech, and EyeTech would like to receive from Gilead, certain of Gilead's inventory of VEGF aptamer and potentially a reference standard possessed by Gilead, as determine by Gilead ("Materials"). NOW, THEREFOR, in consideration of the foregoing and the covenants herein, EyeTech and Gilead hereby agree, and the Agreement is hereby amended, as follows: 1. All information learned, received, extracted or copied by EyeTech from notebooks or other documents or records of Gilead, or excerpts thereof, that Gilead provides or makes available to EyeTech after the date hereof shall be deemed to be Proprietary Information of Gilead and subject to provisions in the Agreement pertaining to Proprietary Information of Gilead. 2. Nothing in this Second Amendment shall be construed as creating any obligation of Gilead to provide or make available to EyeTech any notebooks or other documents or records of Gilead, or excerpts thereof, beyond any such obligation of Gilead currently existing under the Agreement. 3. Gilead will deliver the materials to EyeTech within fifteen (15) days after the date hereof. 4. EyeTech shall not and shall not permit any person or entity to (a) administer any Materials to humans under any circumstances; or (b) administer any Materials to animals except in compliance with U.S. National Institutes of Health guidelines and all other applicable laws, rules, and regulations. 5. Nothing in this Amendment shall be construed to grant either Party any right or license beyond those set forth in the Agreement. 6. GILEAD PROVIDES THE MATERIALS "AS IS", WITH NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, EXCLUSIVITY, OR FITNESS FOR A PARTICULAR PURPOSE. 7. Solely for purposes of Section 7.1(b) of the Agreement, the Materials will deemed to included within NX1838. 8. The Agreement, as amended by this Second Amendment, shall remain in full force and effect according to its terms. 9. This Second Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. 10. This Second Amendment shall be effective as of the date first written above. IN WITNESS WHEREOF, the parties hereto have duty executed this Second Amendment effective as of the date first written above. EYETECH PHARMACEUTICALS, INC. GILEAD SCIENCES, INC.

By:

/s/ Harsha Murthy ---------------------Harsha Murthy

By:

/s/ Nicole Onetto ------------------------Nicole Onetto

Name:

Name:

Title: V.P. - Business Development & General Counsel 1

Title: SVP Medical Affairs

AMENDMENT NO. 3 TO LICENSING AGREEMENT This Amendment No. 3 to Licensing Agreement (the "Third Amendment") amends, effective August, 2002, the LICENSING AGREEMENT, itself effective as of March 30, 2002 and previously amended first as of May 9, 2000 and second as of December 4, 2001 (as so twice amended, the "Agreement") originally by and among GILEAD SCIENCES, INC., a Delaware corporation with its principal office located at 333 Lakeside Drive, Foster City, CA 94404 ("Gilead"), and its wholly-owned subsidiary, NEXSTAR PHARMACEUTICALS, INC., a Delaware corporation, on the one hand, and EYETECH PHARMACEUTICALS, INC., a Delaware corporation with its principal office as of the date hereof located at 500 Seventh Avenue, 18th Floor, New York, New York 10018 ("EyeTech"), on the other hand, and currently between Gilead and EyeTech. All capitalized terms used herein and not otherwise defined shall have the meanings given in the Agreement. All references to "Sections" and "Articles" are to sections and articles of the Agreement unless otherwise specified below. The Parties hereby amend the Agreement as follows: 1. The definition of Net Sales is deleted in its entirety and replaced with the following: "`Net Sales' shall mean, with respect to the Product, the gross amount billed or invoiced by EyeTech, its Affiliates or sublicensees to Third Parties for Products and Combination Products (defined below), less the following deductions to the extent included in such billed or invoiced or credited amounts: (a) trade, quantity and cash discounts allowed, but expressly excluding discounts or allowances offered as part of a package of products that includes a Product sold by EyeTech, its Affiliates or sublicensees; (b) refunds, chargebacks and any other allowances which effectively reduce the net selling price; (c) actual product returns, credits and allowances allowed to customers; (d) rebates actually paid or credited to any governmental agency (or branch thereof) or to any Third Party payor, administrator or contractee; (e) discounts mandated by, or granted to meet the requirements of, applicable state, provincial or federal law, wholesaler, including required chargebacks and retroactive price reductions; (f) transportation, freight, postage charges and other charges such as insurance, relating thereto, in each case included as a specific line item on an invoice to such Third Parties; and (g) taxes, excises or other governmental charges upon or measured by the production, sale, transportation, delivery or use of goods, in each case included as a specific line item on an invoice to such Third Parties. 2.

If any such sales to Third Parties are made in transactions that are not at arm's length between the buyer and the seller, then the gross amount to be included in the calculation of Net Sales shall be the amount that would have been invoiced had the transaction been conducted at arm's length. Such amount that would have been invoiced

shall be determined, wherever possible, by reference to the average selling price of the relevant Product in arm'slength transactions in the relevant country. If EyeTech, its Affiliate or sublicensee sells a Product in unfinished form to a Third Party for resale, then the gross amount to be included in the calculation of Net Sales arising from such sale shall be the amount invoiced by the Third Party upon resale, in lieu of the amount invoiced by EyeTech, its Affiliates or sublicensee when selling the Product in unfinished form. Otherwise, where EyeTech, its Affiliate or sublicensee sells a Product in finished form to a Third Party that does not require a sublicense under the Licensed Patents for further resale (a distributor) (each such Third Party hereinafter a "Distributor"), the amount to be included in the calculation of Net Sales shall be the price invoiced from EyeTech or its Affiliate or sublicensee to the Third Party, not the amount invoiced by the Third Party upon resale. If, in addition to or in lieu of a transfer price paid for quantities of Product supplied, any Distributor provides consideration to EyeTech, its Affiliate or sublicensee in connection with any Product or the Distributor's rights or relationship with EyeTech, its Affiliate or sublicensee in relation thereto, then such consideration shall be included in the calculation of Net Sales in the calendar quarter in which it becomes due to EyeTech or its Affiliate or sublicensee (as applicable). Notwithstanding the foregoing, amounts received by EyeTech, or its Affiliates or sublicensees, for the sale of Products among EyeTech and its Affiliates or sublicensees for resale shall not be included in the computation of Net Sales hereunder. Net Sales shall be determined from books and records maintained in accordance with GAAP, consistently applied throughout the organization and across all products of the entity whose sales of Product are giving rise to Net Sales. If any Product (i) contains or is sold with a therapeutically active ingredient other than NX1838 (such therapeutically active ingredient an "Other Active"), regardless of whether they are coformulated or physically packaged together, or (ii) is sold with a mechanical or pharmacological delivery system for the delivery of such Product (such system, a "Delivery System), (such a Product including and together with the Other Active or Delivery System, a "Combination Product") then Net Sales from the Combination Product shall be determined by multiplying the Net Sales of the Combination Product (as determined without reference to the calculations of this paragraph) by the fraction A/(A+B), where A is the average sale price of a Product of the same formulation and dosage when not sold as part of a Combination Product, and B is the average sale price of the Other Active or Delivery System when sold separately, or, only if the value of B cannot be determined, where A+B is the average sales price of the Combination Product. If A and B can be determined, in no event will the sales price of the Combination Product be less than the sum of A and B. If both A and B, and A+B, cannot be determined, then C/(C+D) shall be substituted for A/(A+B) in such calculation, where C is EyeTech's cost of goods of the Product and D is EyeTech's cost of goods for the Other Active or Delivery System, determined in accordance with the method of accounting normally employed by EyeTech in computing cost of goods sold (which must be in accordance with GAAP consistently applied throughout EyeTech), provided, however, that the minimum value of 3.

such fraction as used in the calculation of Net Sales shall be 0.9. All average prices, for purposes of this paragraph, shall be determined on a country-by-country and product-by-product basis. For clarity and without limiting the generality of the foregoing, the inclusion of PEG (polyethylene gylcol) in a Product, because PEG is not a therapeutically active molecule, will not in itself be deemed to result in a Combination Product for purposes of the foregoing paragraph." 2. The phrase "with a right to sublicense to its Affiliates or (subject to Section 2.4) to any other Person" in Section 2.1 is deleted and replaced with the following: "with a right (subject to Section 2.4) to sublicense to its Affiliates or to any other Person." 3. In Section 2.5, the phrase "EyeTech Know-How and EyeTech Patents" in the nineteenth (19th) line is deleted

and replaced with the following: "EyeTech Rights." 4. The following words are included in the sentence that is the text of Section 2.3, at the end of the sentence: "within the scope of the license granted EyeTech in Section 2.1." 5. Section 3.3(b) is deleted in its entirety and replaced with the following: "Offset. Notwithstanding the foregoing, on a country-by-country and Product-by-Product basis, EyeTech may credit against Royalties otherwise due hereunder on Net Sales of such Product in such country [**] percent in any calendar quarter ([**]%) of any royalties it must pay to any Third Party on sales of such Product in such country in such calendar quarter: (1) pursuant to any licenses necessary to practice the License; or (2) resulting from any litigation (including settlement thereof) under Section 6.16; provided, however, for purposes of this Section 3.3(b) that the applicable royalty rates used for calculation of Royalties payable to Gilead shall not be reduced to less than [**]percent ([**]%) of the royalty rate(s) otherwise applicable pursuant to Section 3.3(a)." 6. The following is inserted between the first and second sentences of Section 3.7: "EyeTech shall promptly remit any amounts so withheld to the appropriate governmental authority and provide Gilead with written evidence of such payment." 7. Section 4.6 is deleted in its entirety and replaced with the following: "Accrued Rights and Obligations; Survival. Termination or expiration of this Agreement for any reason shall be without prejudice to any rights which shall have accrued to the benefit of either Party prior to such termination or expiration, including damages arising from any breach hereunder. The following provisions of this Agreement shall survive any expiration or termination of this Agreement: Sections 2.3, 3.6, 4.2, 4.6, 5, 6.3, 6.4, 6.5, 6.9, 6.11(a), 6.12, 6.18, 7, and 8. In addition, the following provisions of this Agreement shall survive the expiration of this Agreement to the extent that the license granted to EyeTech pursuant to Section 4.2 is in effect: Sections 3.4 through 3.9, 4.3, 4.5, 6.2, 6.7(c)-(e), 6.8, 6.9, 6.11(b), 6.11(c), 6.11(d), 6.13, 6.16 and 6.17(a)." 8. The last sentence of Section 6.13 is deleted in its entirety and changed to read as follows: "Except as otherwise permitted by this Agreement or required by law, Gilead shall refrain from granting any right to any Third Party relating to NX1838, the Licensed Patents or the 4.

Transferred Assets that would, in any manner, violate the terms of or conflict with the rights granted to EyeTech pursuant to this Agreement. 9. The phrase "distribution," is inserted immediately prior to "administration" in the second (2nd) line of Section 7.1(b)(3). 10. Section 8.2, "Notices" is changed to show EyeTech's address as follows: EyeTech Pharmaceuticals, Inc., 500 Seventh Avenue, 18th Floor, New York, New York 10018, Facsimile: 212-997-9251, attn: Chief Executive Officer. 11. The Agreement, as amended by this Third Amendment, remains in full force and effect according to its terms. 12. Article 18 shall apply to this Third Amendment as if set forth herein in its entirety. IN WITNESS WHEREOF, the Parties have caused this Third Amendment to be duly executed and delivered as of the day and year first above written.
GILEAD SCIENCES, INC. By: /s/Gregg Alton EYETECH PHARMACEUTICALS, INC. By: /s/David Guyer

--------------------------------------Name: Gregg Alton Title: Vice President and General Counsel NEXSTAR PHARMACEUTICALS, INC. By: ___________________________________ Name: _________________________________ Title: ________________________________ 5.

-------------------------------David Guyer Chief Executive Officer

EXHIBIT 10.54 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, 35806, U.S.A. ("SHEARWATER"); and 2. Eyetech Pharmaceuticals, Inc., 666 Fifth Avenue, 35th Floor, New York, New York, 10103, U.S.A. ("EYETECH"). WHEREAS 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 Page 1 of 40 TERRITORY, and SHEARWATER desires to grant such license to EYETECH under the terms and conditions specified herein.

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 the REAGENT in accordance with the SPECIFICATIONS and all applicable governmental regulations, including, without limitation, U.S. Food and Drug Administration regulations, and consistent with EYETECH'S requirements. G. EYETECH desires SHEARWATER to manufacture and supply bulk quantities of the REAGENT to EYETECH for the sole purpose of permitting EYETECH to make, use and sell the PRODUCT, and SHEARWATER agrees to undertake the manufacture and supply of the REAGENT specified under this AGREEMENT in accordance with all of the terms and conditions specified below. AGREEMENT 1. Definitions 1.1. "ACTIVE MOLECULE" shall mean any molecule that has not been conjugated to polyethylene glycol, and that has potential or actual preventive or therapeutic activity. 1.2. "AFFILIATE" shall mean, with respect to any PERSON, any other PERSON which controls, is controlled by, or is under common control with, such PERSON. A PERSON shall be regarded as in control of another PERSON if it owns, or controls, at least fifty percent (50%) of the voting stock or other ownership interest of the other PERSON, or if it possesses the power to direct or cause the direction of the management and policies of the other PERSON by any means whatsoever. 1.3. "BEST EFFORTS" shall mean that EYETECH shall act in a manner reasonably calculated to obtain MARKETING AUTHORIZATION and commercialize and market the PRODUCT, but shall not be required to: (a) act in a manner inconsistent with EYETECH'S overall business strategy; (b) take action which Page 2 of 40 results in a materially adverse change to this AGREEMENT; (c) act in a manner contrary to its normal commercial practices; or (d) commence any litigation. 1.4. "BIOLOGICS LICENSE APPLICATION" shall mean a Biologics License Application, as defined in the U.S. Federal Food, Drug, and Cosmetics Act, as amended, and the regulations promulgated thereunder, and any corresponding supranational, foreign or domestic MARKETING AUTHORIZATION application, registration or certification, necessary or useful to market the PRODUCT in the TERRITORY. 1.5. "CONTROLLED" shall mean the ability to grant a license or sublicense as contemplated herein without violating the terms of any agreement or other arrangement with any THIRD PARTY. 1.6. "DOLLARS" shall mean U.S. dollars. 1.7. "EMEA" shall mean the European Medicines Evaluation Agency, and any successor agency thereto, having the administrative authority to regulate the marketing of human pharmaceutical products or biological therapeutic products, delivery systems and devices in the European Union. 1.8. "ENZON PATENTS" shall mean (a) all patent applications owned or CONTROLLED by Enzon, Inc. ("ENZON") or its AFFILIATES that [**]) all patents owned or CONTROLLED by ENZON or the ENZON AFFILIATES that [**]). For clarity, excluded from ENZON PATENTS are patents and patent applications [**]. Further excluded from ENZON PATENTS are [**]. The ENZON PATENTS include those listed on Schedule IV. 1.9. "EYE001" shall mean EYETECH'S lead compound as of the EFFECTIVE DATE, known to EYETECH as "EYE001," an anti-VEGF aptamer.

1.10. "FDA" shall mean the U.S. Food and Drug Administration, and any successor agency thereto, having the administrative authority to regulate the marketing of human pharmaceutical products or biological therapeutic products, delivery systems and devices in the United States. Page 3 of 40 1.11. "FIRST COMMERCIAL SALE" shall mean, with respect to any PRODUCT, the first sale for use or consumption by the general public of such PRODUCT. A transfer of the PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEES (a) solely for research and development purposes and for the purpose of directly enabling EYETECH, its AFFILIATES and its permitted SUBLICENSEES to research and develop PRODUCTS under this AGREEMENT and (b) prior to EYETECH'S receipt of MARKETING AUTHORIZATION from the FDA (or from the governing health authority of any other country) for use of such PRODUCT in humans, shall not be considered a FIRST COMMERCIAL SALE, except in the case of (b) to the extent such PRODUCT is purchased for sale to a THIRD PARTY end user after such Marketing Authorization is obtained. 1.12. "GOOD MANUFACTURING PRACTICES" or "GMP" shall mean the current good manufacturing practices required by the FDA and set forth in the Food, Drug and Cosmetics Act or FDA regulations, policies or guidelines in effect at a particular time for the manufacturing and testing of pharmaceutical materials. 1.13. "ICH" shall mean the International Conference on Harmonization. 1.14. "LAW" means any local, state or federal rule, regulation, statute or law in any jurisdiction relevant to the activities undertaken pursuant to this AGREEMENT or applicable to either of the parties with respect to any matters set forth herein. 1.15. "LICENSED TECHNOLOGY" shall mean, collectively, the SHEARWATER PATENT RIGHTS and the SHEARWATER KNOW-HOW. 1.16. "MARKETING AUTHORIZATION" shall mean such governmental approval for the marketing of the PRODUCT in a country or countries in the TERRITORY as is necessary to enable EYETECH, its AFFILIATES, or its SUBLICENSEES to sell and distribute lawfully the PRODUCT to such countries in the TERRITORY. 1.17. "NET INVOICED SALES" means the actual amount invoiced for PRODUCT sold less (a) [**]; (b) [**]; (c) [**]; (d) [**], (to the extent separately stated on the invoice and billed to the purchaser); (e) [**] the PRODUCT to the extent identified specifically on the invoice, (f) [**] , provided that where the PRODUCT is: Page 4 of 40 1.17.1. sold by EYETECH [**]; or 1.17.2. sold to any AFFILIATE of EYETECH; the NET INVOICED SALES amount of each such PRODUCT shall be [**]. For sales made by SUBLICENSEES of EYETECH, the NET INVOICED SALES amount shall be [**] the PRODUCT, which shall also be subject to Sections 1.17.1 and 1.17.2. 1.18. "NET SALES" shall mean the aggregate of the NET INVOICED SALES of all PRODUCT sold by EYETECH, its AFFILIATES and SUBLICENSEES. 1.19. "PEG" shall mean poly (ethylene glycol). 1.20. "PEGYLATION", with a correlative meaning for "PEGYLATED", shall mean [**] bonding of polyethylene glycol [**] with or to other materials, including but not limited to proteins, peptides, biomolecules, small molecules, therapeutic agents, diagnostic agents, imaging agents, implanted devices, and equipment. "PEGYLATION" shall include the synthesis, derivatization, characterization, and modification of

equipment. "PEGYLATION" shall include the synthesis, derivatization, characterization, and modification of polyethylene glycol for such purposes, together with the synthesis, derivatization, characterization, and modification of the raw materials and intermediates for the manufacture of the REAGENT or PRODUCT by means of [**] bonding, and all methods of making and using each and all of the foregoing. For clarity, PEGYLATION shall [**]. 1.21. "PERSON" shall mean an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, governmental authority, or any other form of entity not specifically listed herein. 1.22. "PRODUCT" shall mean a product produced by linking EYE001 to the REAGENT. 1.23. "REAGENT" shall mean [**]. 1.24. "ROYALTY TERM" shall mean, with respect to each PRODUCT in each country in the TERRITORY, the period of time equal to the longer of (a) [**] years from Page 5 of 40 the date of the FIRST COMMERCIAL SALE of such PRODUCT in such country, or (b) if the manufacture, use or sale of such PRODUCT in such country is covered in whole or in part by a VALID PATENT CLAIM, the term for which such VALID PATENT CLAIM remains in effect. 1.25. "SHEARWATER CORE TECHNOLOGY" shall mean technology relating to the [**], including, without limitation, the SHEARWATER KNOW-HOW and the SHEARWATER PATENT RIGHTS. 1.26. "SHEARWATER KNOW-HOW" shall mean (a) all technical, scientific and other know-how, information, trade secrets, knowledge, technology, ideas, concepts, formulae, procedures, methods, processes, protocols, techniques, materials and results of experimentation and testing, including samples, data, results and other materials, (whether or not patented or patentable) in written, electronic or any other form, in which SHEARWATER has an ownership or licensable interest; and (b) which are necessary or useful for EYETECH to make, use, develop, sell or seek MARKETING AUTHORIZATION to market a PRODUCT, or otherwise necessary or useful to practice the licenses granted under this AGREEMENT. 1.27. "SHEARWATER PATENT RIGHTS" shall mean all of the legal rights conferred upon SHEARWATER under the patents and patent applications listed in Schedule III in the TERRITORY and all provisionals, converted provisionals, non-provisional U.S. applications, continuations, divisionals, continuations-in-part, or substitutes thereof and all patents issuing therefrom or reexamination, reissues or extensions of said patents and all foreign counterparts of said applications and patents, and which are necessary or useful to produce and sell the PRODUCT. Schedule III sets forth the status of the patents included in the SHEARWATER PATENT RIGHTS as of the time this AGREEMENT is executed. Schedule III may be updated from time to time to list any other patents or patent applications which become included in the SHEARWATER PATENT RIGHTS. 1.28. "SHEARWATER'S MANUFACTURING COST" shall mean the sum of the following costs incurred by SHEARWATER, [**] to the REAGENT sold to EYETECH by SHEARWATER, and to other services performed by SHEARWATER for EYETECH: [**] relating to the [**], including, without limitation, [**] related to the [**] pursuant to Section 4, and the [**]. Page 6 of 40 1.29. "SPECIFICATIONS" shall mean the specifications of the REAGENT set forth in Schedule I hereto. The SPECIFICATIONS and test methods listed in Schedule I may be modified at any time but only by the mutual agreement of both parties as set forth in Section 5.3. Any such modification to the SPECIFICATIONS shall be rendered into writing and appended at Schedule I.

rendered into writing and appended at Schedule I. 1.30. "SUBLICENSEE" shall mean any PERSON, including AFFILIATES, to which EYETECH grants a sublicense to develop, make, have made, use, import, export, offer for sale and sell the PRODUCT. SUBLICENSEE shall not include distributors or other parties to which EYETECH sells the PRODUCT in the ordinary course of business, or manufacturers or contract synthesis facilities which produce the active molecule in EYE001 for EYETECH. 1.31. "TERRITORY" shall mean the world. 1.32. "THIRD PARTY" shall mean any party other than SHEARWATER, EYETECH and their respective AFFILIATES. 1.33. "VALID PATENT CLAIM" shall mean either (a) a claim of an issued and unexpired patent included within the SHEARWATER PATENT RIGHTS or ENZON PATENTS which has not been held unenforceable, unpatentable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through reexamination, reissue, disclaimer or otherwise, or (b) a claim of a pending patent application included within the SHEARWATER PATENT RIGHTS or ENZON PATENTS, which claim has not been abandoned or finally disallowed without the possibility of appeal or refiling of such application. 1.34. The following schedules are attached hereto and incorporated in and are deemed to be an integral part of this AGREEMENT:
Schedule I Schedule II Schedule III THE SPECIFICATIONS REMUNERATION AND INITIAL FORECAST SHEARWATER PATENT RIGHTS

Page 7 of 40

Schedule IV

ENZON PATENTS

2. Representations and Warranties 2.1. By Both Parties. Each party represents and warrants to the other that: (a) it has the full right and power to enter into and perform this AGREEMENT; (b) this AGREEMENT constitutes its legal, valid and binding obligation; (c) to the best of its knowledge, there are no agreements or arrangements between such party and any THIRD PARTY which could prevent it from, or conflict with such party's carrying out all of its obligations hereunder, including (without limitation), in the case of SHEARWATER, its grant to EYETECH of the licenses described in Section 3.1 below; (d) to the best of its knowledge, it has sufficient legal and/or beneficial title under its intellectual property rights necessary for the purposes contemplated under this AGREEMENT and to grant the licenses contained in this AGREEMENT; (e) to the best of its knowledge, it is not aware of any material communications alleging that it has violated or, by conducting its obligations as currently proposed under this AGREEMENT, it would violate any of the intellectual property rights of any THIRD PARTY; and (f) all of its employees, officers and consultants have executed agreements requiring assignment to the party of all inventions made during the course of and as a result of their association with such party and obligating the individual to maintain as confidential the CONFIDENTIAL INFORMATION of such party, as set forth in Section 9 herein. 2.2. By SHEARWATER. In addition to the representations and warranties set forth in Section 5.2, SHEARWATER represents and warrants to EYETECH that: 2.2.1. As of the EFFECTIVE DATE, SHEARWATER is not aware of: (A) any existing claims or litigation brought by a THIRD PARTY under any THIRD PARTY patent, trade secret or other THIRD PARTY proprietary right in respect of SHEARWATER'S exploitation of the LICENSED TECHNOLOGY;

(B) any basis upon which practice of the inventions described in the SHEARWATER PATENT RIGHTS or KNOW-HOW would infringe on the rights of THIRD PARTIES; or Page 8 of 40 2.2.2. any licenses or restrictions other than those included herein on its or its licensees' ability to practice the LICENSED TECHNOLOGY. 2.2.3. SHEARWATER has made or will make available to EYETECH all material technical information in its possession of which it is aware that is pertinent to the development, manufacture, commercialization or use of the PRODUCT, and useful or necessary to enable EYETECH to exercise its rights under this AGREEMENT. 2.2.4. SHEARWATER shall comply with all applicable present and future LAWS applicable to the transportation, storage, use handling and disposal of hazardous materials. SHEARWATER has and will maintain during the term of this AGREEMENT all government permits, including without limitation health, safety and environmental permits necessary for the conduct of the activities that SHEARWATER undertakes pursuant to this AGREEMENT. 2.3. By EYETECH. EYETECH warrants to SHEARWATER that it will use its BEST EFFORTS to seek MARKETING AUTHORIZATION, and develop, commercialize and market the PRODUCT by [**]. If EYETECH believes that it cannot, within the exercise of reasonable business judgment, commercialize the PRODUCT in one or more countries in the TERRITORY by [**], then EYETECH may request from SHEARWATER an extension of time, and the parties shall negotiate in good faith to determine a time extension that is mutually acceptable. In the event that EYETECH does not use BEST EFFORTS in this regard, the licenses granted to EYETECH in Section 3.1 [**]. In the event that the licenses granted to EYETECH in Section 3.1 [**] of the TERRITORY as provided for herein above, EYETECH'S obligations to pay milestones and royalties to SHEARWATER, as provided for in this AGREEMENT, shall continue. Notwithstanding the foregoing, in the event EYETECH does not use at least reasonable efforts to develop, seek MARKETING AUTHORIZATION, commercialize and market the PRODUCT in [**] in the TERRITORY by [**] or such later date as mutually agreed to by the parties, it shall be deemed a material breach of this AGREEMENT by EYETECH and SHEARWATER may terminate this AGREEMENT under Section 11.4. Page 9 of 40 2.4. Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT OR WITH RESPECT TO ITS PERFORMANCE HEREUNDER, EXCEPT WHERE SUCH DAMAGES WERE CAUSED BY NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY. Notwithstanding the foregoing, each party shall be liable to the other for special, indirect, incidental, consequential, punitive or exemplary damages arising out a breach of the nondisclosure and non-use obligations under Section 9. Nothing in this Section 2.4 is intended to limit either party's obligations under Section 10. 2.5. EXCEPT AS SET FORTH IN THIS AGREEMENT, SHEARWATER AND EYETECH DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 3. Grant of Licenses 3.1. Grant. (A) Subject to the terms and conditions of this AGREEMENT, SHEARWATER hereby grants to EYETECH, for the term of this AGREEMENT, an exclusive license (with the right to grant sublicenses as set forth in Section 3.2 below) under the LICENSED TECHNOLOGY to develop, make, have made, use, import, offer for sale and sell the PRODUCT in the TERRITORY.

(B) Subject to the terms and conditions of this AGREEMENT, SHEARWATER shall grant to EYETECH, until the last-to-expire VALID PATENT CLAIM of ENZON PATENTS, a sole license (with the right to grant sublicenses as set forth in Section 3.2 below) under those rights SHEARWATER has to the ENZON PATENTS, solely to develop, make, have made, use, import, offer for sale and sell in the TERRITORY that version of the PRODUCT that [**]. Such license shall be subject to the retained rights of ENZON and the ENZON AFFILIATES to practice all the Page 10 of 40 inventions described and claimed in the ENZON PATENTS for the conduct of research and development (such purposes not including in connection with human clinical trials) of pharmaceutical products that it is developing either itself, with its AFFILIATE, or in conjunction with a THIRD PARTY. (C) Subject to the terms and conditions of this AGREEMENT, SHEARWATER shall grant to EYETECH, for the sole purpose of, and with respect to and only with respect to, the manufacture, use, sale, offer for sale, and importation in the TERRITORY of that version of the PRODUCT that [**], a non-exclusive license under those rights SHEARWATER has: (I) to patents or patent applications (other than the ENZON PATENTS) owned or CONTROLLED by ENZON or the ENZON AFFILIATES; and (II) all patent claims owned or CONTROLLED by ENZON or the ENZON AFFILIATES that (x) are not within the ENZON PATENTS or the PATENTS in subclause (i) above; (y) [**]; and (z) claim the composition, manufacture, or use of that version of [**]. The license granted under this Section 3.1(c) excludes [**]. The license granted under this Section 3.1(c) shall remain in effect on a country-by-country basis until the longer of (1) the [**] anniversary of the FIRST COMMERCIAL SALE of the PRODUCT in a particular country, or (2) the expiration of the last-to-expire VALID PATENT CLAIM of the ENZON PATENTS claiming the composition, manufacture, or use of such PRODUCT in such country. 3.2. Sublicenses. EYETECH shall have the right to grant sublicenses under the licenses in Section 3.1 above to any THIRD PARTY or AFFILIATE, provided that, under each sublicense, each SUBLICENSEE shall be subject to terms and conditions that are consistent with the terms and conditions of this AGREEMENT as applicable; provided, however, that [**] this AGREEMENT. Page 11 of 40 3.3. ENZON Patent Rights. 3.3.1. EYETECH agrees and acknowledges that the availability of the licenses to be granted under Sections 3.1 (b) and 3.1(c) are subject to the following condition precedent: EYETECH must [**] with the [**]PRODUCT: [**] in the PRODUCT[**] and the [**] to be [**] to be used to [**] of the [**], to the extent known[**], to the extent known[**] PRODUCT with [**]; so that [**] the PRODUCT and that such license [**]. In the event that [**] product [**] as the PRODUCT and that the [**], the licenses under Sections 3.1(b) and 3.1(c) shall be [**]. If, at anytime during the term of this AGREEMENT, EYETECH wishes to make, use, import, export, offer for sale and sell in the TERRITORY [**] EYETECH shall [**] of the PRODUCT, [**] of PRODUCT based on those terms provided in this AGREEMENT. 3.3.2. EYETECH agrees and acknowledges that any such licenses to be granted under Sections 3.1(b) and 3.1 (c) are subject to the following limitations and conditions: (A) Such licenses shall [**]; (B) Such licenses shall [**];

(B) Such licenses shall [**]; (C) Such licenses shall [**] the PRODUCT (D) [**]Such licenses shall [**] a product with the [**] (E) Such licenses shall [**] the PRODUCT [**]; (F) Such licenses shall [**] the PRODUCT [**]; (G) EYETECH shall [**] for such PRODUCT, [**]; (H) [**]EYETECH shall [**]; (I) Subject to any prior termination, such licenses shall [**]; and (J) Such licenses shall [**]. 3.4. SHEARWATER Covenant. SHEARWATER covenants that, during the term of this AGREEMENT, and subject to the terms of this AGREEMENT, it will not grant Page 12 of 40 any THIRD PARTY a license under the LICENSED TECHNOLOGY or its rights under the ENZON PATENTS to, and shall not itself, make, have made, use, sell or have sold the PRODUCT in the TERRITORY. Furthermore, SHEARWATER covenants that, during the term of this AGREEMENT, it will not enter into any agreement with a THIRD PARTY in which it licenses the LICENSED TECHNOLOGY to such THIRD PARTY for use in making, using, selling or importing products which [**]. Notwithstanding the foregoing, the parties understand and agree that any agreement existing as of the EFFECTIVE DATE between SHEARWATER and a THIRD PARTY, under which SHEARWATER grants a license, a license option or other rights under SHEARWATER'S LICENSED TECHNOLOGY, is not subject to the foregoing indication limitation. 3.5. EYETECH Covenant. 3.5.1. EYETECH hereby covenants that it will refrain from judicially challenging the validity or enforceability of any ENZON PATENTS and will contractually restrict its SUBLICENSEES from similarly challenging the validity or enforceability of the ENZON PATENTS. In the event EYETECH or its SUBLICENSEES so challenge the ENZON PATENTS: (a) EYETECH shall pay for all attorney's fees, costs of suit, and other out-of-pocket expenses incurred by ENZON and/or SHEARWATER in resisting or opposing such challenge in the event that such challenge is not successful; and (b) EYETECH'S and its SUBLICENSEES' sublicense rights to such ENZON PATENTS shall terminate. 3.5.2. EYETECH hereby covenants that it will refrain from judicially challenging the validity or enforceability of any SHEARWATER PATENT RIGHTS and will contractually restrict its SUBLICENSEES from similarly challenging the validity or enforceability of the SHEARWATER PATENT RIGHTS. In the event EYETECH or its SUBLICENSEES so challenge the SHEARWATER PATENT RIGHTS: (a) EYETECH shall pay for all attorney's fees, costs of suit, and other out-of-pocket expenses incurred by SHEARWATER in resisting or opposing such challenge in the event that such challenge is not successful; and (b) EYETECH'S and its SUBLICENSEES' sublicense rights to such SHEARWATER PATENT RIGHTS shall terminate. 4. Manufacture and Supply of the Reagent 4.1. Exclusivity. SHEARWATER will manufacture and supply one hundred percent (100%) of EYETECH'S, its AFFILIATES' and SUBLICENSEES' purchase requirements of the REAGENT for the manufacturing of the PRODUCT.

Page 13 of 40 EYETECH, its AFFILIATES and SUBLICENSEES will purchase the REAGENT exclusively from SHEARWATER for the manufacture of the PRODUCT, subject to Sections 4.7 and 4.8. 4.2. Audit. During the term of this AGREEMENT, SHEARWATER shall supply the REAGENT for use in manufacturing PRODUCT exclusively to EYETECH, its AFFILIATES and SUBLICENSEES. Upon reasonable advance notice, EYETECH shall grant to SHEARWATER reasonable access to EYETECH'S books and records during normal business hours for the purpose of verifying EYETECH'S compliance with the purchase requirement in Section 4.1 above. 4.3. Minimum Purchases and Rolling Forecast. As soon as practicable after the EFFECTIVE DATE the parties shall mutually agree upon the contents of Schedule II which shall set forth the minimum purchase requirements of EYETECH for the REAGENT for the [**] calendar quarters immediately following the EFFECTIVE DATE. EYETECH shall, at least thirty (30) days prior to the commencement of the [**] each successive calendar quarter following the EFFECTIVE DATE, furnish SHEARWATER with a rolling forecast of its requirements of the REAGENT during the forthcoming [**] calendar quarters, with the required quantities for the first [**] calendar quarters to be a binding order for supply of the REAGENT and the forecast for the remaining [**]) calendar quarters to be an estimate only. Notwithstanding the foregoing, (i) SHEARWATER shall only be bound to supply up to [**] percent ([**]%) of the initial forecast for any calendar quarter. In the event that EYETECH'S forecast exceeds [**] percent ([**]%) of the initial forecast for any calendar quarter, then the parties will meet in good faith to discuss how SHEARWATER can meet the revised forecast, and (ii) in no event shall EYETECH purchase less than [**] percent ([**]%) of the initial forecast for any calendar quarter. 4.4. Purchase Orders. EYETECH will order the REAGENT from SHEARWATER by means of a standard EYETECH purchase order and SHEARWATER shall ship or cause the REAGENT to be shipped pursuant to its standard shipping documents; provided, however, that all terms and conditions respecting any orders of REAGENT other than quantity and delivery dates shall be governed exclusively by the terms of this AGREEMENT. Such EYETECH purchase order Page 14 of 40 shall specify the quantity and delivery date of the REAGENT. However, in case of inconsistency between the purchase order or the standard shipping documents and the terms and conditions of this AGREEMENT, the terms and conditions of this AGREEMENT or any modification of this AGREEMENT agreed to in writing by the parties shall govern as to matters dealt with in this AGREEMENT, any such inconsistent terms in such purchase order or shipping documents are hereby expressly rejected. EYETECH shall, at least thirty (30) days prior to the commencement of the third and each successive calendar quarter following the EFFECTIVE DATE, provide SHEARWATER with a written purchase order for such calendar quarter. Any such purchase order shall be sent to the attention of SHEARWATER'S Sales Manager. 4.5. Fulfillment. To the extent that any orders for REAGENT do not exceed [**] percent ([**]%) of EYETECH'S forecast for a respective calendar quarter, and to the extent forecasts and purchase orders are submitted as provided hereunder, SHEARWATER shall commence fulfilling these orders no later than: (a) [**] of the date an order is placed; or (b) any other mutually agreed upon delivery date. If SHEARWATER determines that it cannot commence fulfilling an order by the later of [**] of the date an order is placed or any other agreed upon delivery date, then SHEARWATER will promptly notify EYETECH in writing within [**] hours of such determination. To the extent that such order for REAGENT does not exceed [**] percent ([**]%) of EYETECH'S forecast for a respective calendar quarter, and to the extent that such purchase order is submitted as provided hereunder, the provisions of Section 4.7 apply. 4.6. Payment of Invoices. SHEARWATER shall send invoices to EYETECH for the REAGENT shipped to EYETECH no earlier than the date on which the REAGENT is placed aboard the carrier at the point of shipment from the place of manufacture or storage owned or controlled by SHEARWATER. All shipments of REAGENT will be delivered to EYETECH at the address first set forth above. All risk of loss or damage to REAGENT shall transfer upon delivery to such destination. All invoices will be in DOLLARS, payable to SHEARWATER, at the address provided above or such other address as SHEARWATER may from time to time advise EYETECH.

address provided above or such other address as SHEARWATER may from time to time advise EYETECH. Payment will be due thirty (30) days from receipt of invoice unless acceptance is delayed pursuant to Sections 6.2, 6.3 and 6.4, in Page 15 of 40 which case they shall be due as provided thereunder. Amounts past due shall bear interest at the rate of one and a quarter percent (1.25%) per month, compounded daily, or the maximum rate allowed under law, whichever is less. 4.7. Failure to Supply. Subject to Section 15.1, if SHEARWATER cannot supply at least seventy-five percent (75%) of the amount of the REAGENT consistent with and at the times specified by Sections 4.3 and 4.4 and does not cure the deficiency within ninety (90) days after EYETECH so notifies SHEARWATER in writing that a portion of the REAGENT due for delivery has not been delivered, after using all reasonable efforts, then SHEARWATER will be considered as being unable to manufacture and sell to EYETECH the REAGENT under this AGREEMENT ("FAILURE"). In the case of a FAILURE for any reason, SHEARWATER shall, subject to this Section 4.7, immediately work with EYETECH and grant to one THIRD PARTY contract manufacturer (the "CONTRACT MANUFACTURER" such CONTRACT MANUFACTURER being subject to approval by EYETECH, such approval to not be unreasonably withheld) a personal, non-assignable, non-exclusive right and license under the LICENSED TECHNOLOGY to make the amount of REAGENT, for the sole purpose of EYETECH producing the PRODUCT, in accordance with EYETECH'S order for the relevant calendar quarter as well as during the following three (3) calendar quarters or such longer period if required to fully address the FAILURE in accordance with Section 4.8. Such FAILURE by SHEARWATER to supply EYETECH with the REAGENT will not be taken as a refusal by SHEARWATER to supply EYETECH with the REAGENT for subsequent calendar quarters unless SHEARWATER so indicates. With respect to such subsequent calendar quarters, if SHEARWATER has demonstrated that it has the ability to supply all of EYETECH'S REAGENT requirements hereunder, EYETECH will resume purchases of the REAGENT from SHEARWATER in the manner provided for by this AGREEMENT. Payments made by EYETECH to the CONTRACT MANUFACTURER for REAGENT supplied during a FAILURE shall be recognized by SHEARWATER, and SHEARWATER shall not seek payment for such supply. Notwithstanding the foregoing, all of EYETECH'S milestone and royalty obligations shall remain in effect during the period of any FAILURE. If SHEARWATER, for any reason, shall on two (2) separate occasions FAIL under this Section 4.7 to supply EYETECH with the REAGENT, EYETECH shall thereafter be allowed to purchase from the CONTRACT MANUFACTURER all of its future requirements of the REAGENT without regard to SHEARWATER'S willingness and ability to supply EYETECH with its requirements of the REAGENT. 4.8. Technology Transfer. In the event that SHEARWATER grants to the CONTRACT MANUFACTURER, as contemplated in Section 4.7, a personal, non-assignable, non-exclusive right and license under the LICENSED Page 16 of 40 TECHNOLOGY to make, have made and use the REAGENT for the sole purpose of manufacturing for EYETECH the PRODUCT, SHEARWATER shall, at its expense, transfer sufficient of its technology, including required SHEARWATER KNOW-HOW and training of personnel, to enable the CONTRACT MANUFACTURER to manufacture the REAGENT for the sole purpose of EYETECH producing the PRODUCT. Such CONTRACT MANUFACTURER shall be bound to treat all such SHEARWATER KNOW-HOW as SHEARWATER CONFIDENTIAL INFORMATION, subject to the obligations of Section 9. 4.9. Intellectual Property. Any and all rights to any improvement, modification, application or invention discovered, conceived or reduced to practice by either party or both (or by such CONTRACT MANUFACTURER, EYETECH, its AFFILIATES or its SUBLICENSEES ) in the course of the manufacture of the PRODUCT (but not EYE001 alone) and which relate to SHEARWATER CORE TECHNOLOGY shall be solely owned by SHEARWATER ("CORE TECHNOLOGY INVENTIONS"). EYETECH, its CONTRACT MANUFACTURER, AFFILIATES and SUBLICENSEES shall each assign to SHEARWATER all of its interests in such CORE TECHNOLOGY INVENTIONS and in all intellectual property rights therein.

all of its interests in such CORE TECHNOLOGY INVENTIONS and in all intellectual property rights therein. Such CORE TECHNOLOGY INVENTIONS shall be included in the LICENSED TECHNOLOGY and subject to the license granted to EYETECH pursuant to this AGREEMENT. SHEARWATER shall be responsible, at its sole expense and discretion, and with the cooperation of EYETECH, for the filing, prosecution and maintenance of foreign and domestic patent applications and patents covering such CORE TECHNOLOGY INVENTIONS. Any and all rights to any inventions discovered, conceived or reduced to practice by either party or both in the course of the manufacture of PRODUCTS (but not EYE001 alone) which relate solely to EYE001 and that are not SHEARWATER CORE TECHNOLOGY or CORE TECHNOLOGY INVENTIONS, shall belong solely to EYETECH ("EYETECH INVENTIONS"). SHEARWATER shall assign to EYETECH all of its interests in such EYETECH INVENTIONS and in all intellectual property rights therein. EYETECH shall be responsible, at its sole expense and discretion, and with the cooperation of SHEARWATER if requested by EYETECH, for the filing, prosecution and maintenance of foreign and domestic patent applications and patents covering such EYETECH INVENTIONS. Except as otherwise provided in this Section, all inventions made solely by employees of a party during the course of the manufacture of PRODUCTS shall be the property of such party. Further, also except as otherwise provided in this Section, if employees of SHEARWATER and EYETECH jointly develop any invention during the manufacture of PRODUCT ("JOINT INVENTION"), SHEARWATER and Page 17 of 40 EYETECH shall each own an undivided one-half (1/2) interest, without a duty of accounting to the other party, in and to such JOINT INVENTION. With respect to patent applications on a JOINT INVENTION, the parties shall determine which party shall be responsible for filing, prosecuting, maintaining and defending patent applications and patents on behalf of both parties, based on a good faith determination of the relative contributions of the parties to the invention and the relative level of interest of the parties in the invention. 5. Specifications, GMP and Manufacturing Process 5.1. Specifications. The quality of the REAGENT is defined in the SPECIFICATIONS as per Schedule I attached hereto. 5.2. Warranty. SHEARWATER warrants that the REAGENT will be manufactured in compliance with the current GMP requirements of the FDA and the ICH. SHEARWATER warrants that the REAGENT will, upon delivery to the carrier, be in conformity with said SPECIFICATIONS. Except as provided in Sections 2.1 and 2.2, SHEARWATER provides no other warranties, express or implied, regarding the REAGENT and disclaims all other express and implied warranties, including the implied warranties of merchantability and fitness for a particular purpose. SHEARWATER'S liability for breach of the foregoing warranty shall be limited to the actions and procedures required in Sections 4.7 and 4.8 above and Section 6 below. 5.3. Modifications. Any modifications of the SPECIFICATIONS will require reasonable prior written approval of EYETECH and SHEARWATER. Each party may propose a change to the SPECIFICATIONS to the other party for evaluation considering the relative costs, benefits and technical ability to make such change. EYETECH shall bear any and all costs of developing and implementing revised SPECIFICATIONS. Page 18 of 40 6. Quality and Complaints 6.1. Analysis. Promptly after arrival of a shipment of the REAGENT at EYETECH, EYETECH shall analyze the REAGENT using methods approved by both parties according to the analytical procedures in Schedule I. 6.2. Complaints. Any complaints by EYETECH that a shipment of the REAGENT does not comply with the requirements of Section 5.1 or Section 5.2 shall be delivered to SHEARWATER in writing at the latest within [**] days after arrival of the shipment of the REAGENT and shall include full details of such complaint including supporting data for purposes of consideration and verification by SHEARWATER. If no such written complaint is received by SHEARWATER within the above [**] day period, EYETECH will be deemed to have accepted the applicable shipment of REAGENT, which shall conclusively be presumed to be without defect and to meet all SPECIFICATIONS and warranties hereunder.

SPECIFICATIONS and warranties hereunder. 6.3. Complaints Procedure. If SHEARWATER receives a complaint under Section 6.2 the following procedures shall apply: 6.3.1. Within [**] days from the date on which such details of EYETECH'S complaint are received by SHEARWATER, or if such quantity is not then available, as soon as SHEARWATER has the necessary quantities available, provided it is not later than [**] days after SHEARWATER'S receipt of the details of EYETECH'S complaint, SHEARWATER shall supply EYETECH the replacement quantity of the REAGENT that was allegedly missing or defective from the original shipment. 6.3.2. If the alleged defect concerns the quality of the REAGENT delivered and SHEARWATER accepts the details submitted by EYETECH as to the non-compliance of the REAGENT, the replacement material described in Section 6.3.1 will be provided to EYETECH at no additional cost. 6.3.3. If the alleged defect concerns the quality of the REAGENT delivered and SHEARWATER, acting reasonably and in good faith, does not accept the details submitted by EYETECH, then within [**] days from the date on which the details of EYETECH'S complaint are received by Page 19 of 40 SHEARWATER, SHEARWATER and EYETECH will agree upon and appoint an independent scientific and technical expert to review EYETECH'S details supporting its complaint of non-compliance. EYETECH shall not unreasonably withhold acceptance of the independent scientific and technical expert. The findings of the expert shall be final and conclusively binding on the parties as to whether the REAGENT complies with the requirements of Sections 5.1 and 5.2 as to defects in quality. If the analysis of the expert does not confirm EYETECH'S complaint, EYETECH shall be obligated to pay for any replacement quantities shipped by SHEARWATER. If the expert holds that the REAGENT does not meet requirements of Sections 5.1 and 5.2, all the fees of the expert and the laboratory shall be paid by SHEARWATER and EYETECH shall have no obligation to pay for the quantities of defective REAGENT, but shall be responsible for payment of replacement quantities which are in conformance with Sections 5.1 and 5.2 within [**] days after EYETECH'S receipt of such replacement shipment. On the other hand, if the expert does not confirm EYETECH'S complaint, all of the fees of the laboratory and the expert will be paid by EYETECH, EYETECH shall be obligated to pay for any replacement quantities shipped by SHEARWATER in addition to the original quantities shipped, and EYETECH shall be considered to have finally and completely accepted such allegedly defective shipment of the REAGENT. 6.4. Compliance. SHEARWATER warrants that it will perform regular self-inspections in order to assure compliance with GMP requirements and submit to inspections by EYETECH and/or regulatory authorities such as the FDA. Upon thirty (30) days prior written notice, EYETECH shall have the right once in each twelve (12) month period and at reasonable hours to audit the quality systems of SHEARWATER. Such audits shall be performed to verify, among other things: (1) the quality of the facilities providing the REAGENT; (2) the general controls and security practices and procedures at any facility or part of a facility used by SHEARWATER to provide the REAGENT; and (3) SHEARWATER'S compliance with all applicable laws. In addition, EYETECH will have the option to designate an independent THIRD PARTY, subject to confidentiality obligations to Page 20 of 40 SHEARWATER, to verify that all proprietary manufacturing operations and associated technologies relating to the manufacture of the REAGENT are in compliance with GMP and all other equivalent governmental requirements in the TERRITORY. If SHEARWATER becomes aware that any shipment of the REAGENT to EYETECH does not meet all of the requirements of Section 5.1 and Section 5.2, SHEARWATER will promptly notify EYETECH. 7. Remuneration 7.1. Milestone Payments. The parties hereto agree that in partial consideration for the rights acquired by

7.1. Milestone Payments. The parties hereto agree that in partial consideration for the rights acquired by EYETECH under this AGREEMENT, EYETECH will pay to SHEARWATER milestone payments in accordance with and at the times set out in Schedule II herein. Such payments shall be in addition to any royalty or other payments due under this AGREEMENT. The payment of the milestone due upon the grant of MARKETING AUTHORIZATION shall be [**] [**] DOLLARS ($[**]) [**] due SHEARWATER under Section 7.2.1 [**] DOLLARS ($[**]) amount equal to [**] the amount due to SHEARWATER[**] a royalty on NET SALES of PRODUCT under Section 7.2.1, [**] DOLLARS ($[**]) [**]. 7.2. Royalties. In partial consideration for the licenses granted to EYETECH herein, during the ROYALTY TERM, EYETECH shall pay the following royalties: 7.2.1. SHEARWATER. EYETECH shall pay a royalty to SHEARWATER in an amount equal to [**] percent ([**]%) of the portion of annual NET SALES of all PRODUCT sold in each country in the TERRITORY in which the manufacture, use or sale of such PRODUCT is covered by a VALID PATENT CLAIM that is less than [**] DOLLARS ($[**]), and in an amount equal to [**] percent ([**]%) of the portion of annual NET SALES of all PRODUCT sold in each country in the TERRITORY in which the manufacture, use or sale of such PRODUCT is covered by a VALID PATENT CLAIM that is equal to or greater than [**] DOLLARS ($[**]). EYETECH shall pay a royalty to SHEARWATER in an amount equal to [**] percent ([**]%) of the portion of annual NET SALES of all PRODUCT sold in each country in the TERRITORY in which the manufacture, use or sale of such PRODUCT is not covered by a VALID PATENT CLAIM, but uses SHEARWATER KNOWHOW that is less than [**] dollars ($[**]). Page 21 of 40 EYETECH shall pay a royalty to SHEARWATER in an amount equal to [**] percent ([**]%) of the portion of annual NET SALES of all PRODUCT sold in each country in the TERRITORY in which the manufacture, use or sale of such PRODUCT is not covered by a VALID PATENT CLAIM, but uses SHEARWATER KNOWHOW that is equal to or more than [**] dollars ($[**]). 7.3. Accrual of Royalties. No royalties shall be payable on a PRODUCT distributed to THIRD PARTIES solely for marketing and advertising purposes or as a sample for testing or evaluation purposes. No royalties shall be payable on sales among EYETECH, its AFFILIATES and its SUBLICENSEES, but royalties shall be payable on subsequent sales by EYETECH, its AFFILIATES or its SUBLICENSEES to a THIRD PARTY. No multiple royalty shall be payable on a PRODUCT because the manufacture, use or sale of such PRODUCT is covered by more than one SHEARWATER PATENT RIGHT or ENZON PATENT or is subject to both SHEARWATER KNOW-HOW and a VALID PATENT CLAIM. 7.4. Third Party Royalties. If EYETECH, its AFFILIATES or its SUBLICENSEES are required to pay royalties to any THIRD PARTY because the manufacture, use or sale of the PRODUCT infringes any patent rights of such THIRD PARTY in any country of the TERRITORY (but only with respect to the use or the manufacture of the REAGENT or use of the REAGENT or LICENSED TECHNOLOGY in the manufacture of the PRODUCT), EYETECH, its AFFILIATES or its SUBLICENSEES may deduct from royalties thereafter due with respect to the NET INVOICED SALES of such PRODUCT in such country, an amount equal to up to [**] percent ([**]%) of the royalties or such other fees paid to such THIRD PARTY, subject to the limitation in the immediately following sentence. In no event shall the royalties due on the NET INVOICED SALES of the PRODUCT on account of any reduction pursuant to this Section 7.4 be reduced by means of such deductions by more than [**] percent ([**]%) of the royalties which otherwise would have been due SHEARWATER hereunder on the NET INVOICED SALES of the PRODUCT. 7.5. Manufacturing and Supply of the REAGENT. Page 22 of 40 7.5.1. In addition, EYETECH shall pay to SHEARWATER for the supply of the REAGENT complying with the SPECIFICATIONS and GMP the prices in DOLLARS per unit of REAGENT set forth in Schedule II.

7.5.2. The DOLLARS per unit prices provided for in Section 7.5.1 shall remain in full force and effect for a period ending [**] years after the EFFECTIVE DATE of the AGREEMENT. Thereafter, the price at which EYETECH purchases the REAGENT from SHEARWATER may be increased by SHEARWATER in each succeeding [**] period in accordance with [**]. 7.5.3. If based on EYETECH'S projected forecast of the REAGENT, SHEARWATER determines that improvement to or expansion of its manufacturing capabilities are required, then SHEARWATER shall provide written notification thereof within [**] days of receipt of any EYETECH forecast. EYETECH and SHEARWATER shall agree on the scope of the work required and shall prepare an estimated budget for the SHEARWATER MANUFACTURING COSTS attributed to such work before any work is performed, for which EYETECH must pay SHEARWATER hereunder. EYETECH agrees to pay all SHEARWATER'S MANUFACTURING COSTS of [**] SHEARWATER [**] including, but not limited to, [**] including, but not limited to, [**] for any particular use. In the event that any governmental or regulatory agency requests information regarding the REAGENT or requires that any further work or testing be performed on the current GMP manufacturing process of the REAGENT, such information shall be obtained, or such work shall be done, at the expense of EYETECH, as provided herein. 8. Royalty Reports and Accounting 8.1. Reports, Exchange Rates. EYETECH shall notify SHEARWATER in writing promptly upon the FIRST COMMERCIAL SALE of a PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEES. During the portion of the term of this AGREEMENT following the FIRST COMMERCIAL SALE of a PRODUCT, EYETECH shall furnish to SHEARWATER a quarterly written report showing in reasonably specific detail, on a country by country basis: (a) the gross sales of each PRODUCT sold by EYETECH, its AFFILIATES and its SUBLICENSEES Page 23 of 40 during the reporting period and the amounts deducted therefrom to determine NET INVOICED SALES from such gross sales; (b) the royalties payable in DOLLARS, if any, which shall have accrued hereunder based upon the NET INVOICED SALES of each PRODUCT; (c) the withholding taxes, if any, required by LAW to be deducted in respect of such sales; (d) the date of the FIRST COMMERCIAL SALE of each PRODUCT in each country during the reporting period; and (e) the exchange rates used in determining the amount of DOLLARS. With respect to sales of PRODUCTS invoiced in DOLLARS, the gross sales, NET INVOICED SALES, and royalties payable shall be expressed in DOLLARS. With respect to sales of PRODUCTS invoiced in a currency other than DOLLARS, the gross sales, NET INVOICED SALES and royalties payable shall be expressed in the domestic currency of the party making the sale together with the DOLLAR equivalent of the royalty payable. The DOLLAR equivalent shall be calculated using the average exchange rate (local currency per DOLLAR) published in The Wall Street Journal, Western Edition, under the heading "Currency Trading", on the last business day of each month during the applicable calendar quarter. Reports shall be due on the thirtieth (30th) day following the close of each quarter. EYETECH, its AFFILIATES and its SUBLICENSEES shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and NET INVOICED SALES of each PRODUCT and to enable the royalties payable hereunder to be determined. 8.2. Audits. 8.2.1. Upon at least ten (10) business days of the written request of SHEARWATER, and not more than once in each calendar year, EYETECH shall permit an independent certified public accounting firm of nationally recognized standing, selected by SHEARWATER and reasonably acceptable to EYETECH, at SHEARWATER'S expense, to have access during normal business hours to such of the records of EYETECH as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to each party whether the NET INVOICED SALES or NET SALES are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to SHEARWATER. Page 24 of 40

8.2.2. If such accounting firm concludes that additional royalties were owed during such period, EYETECH shall pay the additional royalties within thirty (30) days of the date SHEARWATER delivers to EYETECH such accounting firm's written report so concluding. The fees charged by such accounting firm shall be paid by SHEARWATER; provided however, that if the audit discloses that the royalties payable by EYETECH for the audited period are more than one hundred five percent (105%) of the royalties actually paid for such period, then EYETECH shall pay the reasonable fees and expenses charged by such accounting firm. 8.2.3. EYETECH shall include in each sublicense granted by it pursuant to this AGREEMENT a provision requiring the SUBLICENSEE to make reports to EYETECH, to keep and maintain records of sales made and deductions taken pursuant to such sublicense, and to grant access to such records by SHEARWATER'S independent accountant to the same extent required of EYETECH under this AGREEMENT. Upon the expiration of [**] months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon SHEARWATER and EYETECH, its AFFILIATES and SUBLICENSEES. 8.3. Payment Terms. Royalties shown to have accrued by each royalty report provided for under Section 8.2 above shall be due and payable on the date such royalty report is due. Payment of royalties in whole or in part may be made in advance of such due date. 8.4. Payment Method. Except as provided for in this Section 8.4, all royalty payments by EYETECH under this AGREEMENT shall be paid in DOLLARS, and all such payments shall be originated from a United States bank located in the United States and made by bank wire transfer in immediately available funds to such account as SHEARWATER shall designate before such payment is due. Upon the election of SHEARWATER made in writing not less than thirty (30) days prior to any payment date, EYETECH shall pay all royalties owing to SHEARWATER hereunder in the currency in which such royalties accrued, without conversion into DOLLARS. Page 25 of 40 8.5. Exchange Control. If at any time legal restrictions prevent the prompt remittance of part or all royalties with respect to any country of the TERRITORY where the PRODUCT is sold, payment shall be made through such lawful means or methods as SHEARWATER reasonably shall determine. 9. Confidentiality 9.1. Confidential Information. During the term of this AGREEMENT, and for a period of ten (10) years following the expiration or earlier termination hereof, each party shall maintain in confidence all information of the other party (including samples) disclosed by the other party and identified as, or acknowledged to be, confidential (the "CONFIDENTIAL INFORMATION"), and shall not use, disclose or grant the use of the CONFIDENTIAL INFORMATION except as permitted under this AGREEMENT or necessary to perform its obligations hereunder, except on a need-to-know basis to those directors, officers, AFFILIATES, employees, permitted SUBLICENSEES, permitted assignees and agents, the CONTRACT MANUFACTURER, INDEPENDENT COUNSEL, consultants, lawyers, bankers, clinical investigators or contractors, to the extent such disclosure is reasonably necessary in connection with such party's activities as expressly authorized by this AGREEMENT. Each party shall advise the foregoing who have access to the CONFIDENTIAL INFORMATION of the other party of its confidential and proprietary nature, and shall impose on the foregoing the duties of non-use and nondisclosure as stated in the Section 9.1. SHEARWATER KNOW-HOW is hereby deemed to be SHEARWATER CONFIDENTIAL INFORMATION. Each party shall notify the other promptly upon discovery of any unauthorized use or disclosure of the other party's CONFIDENTIAL INFORMATION. 9.2. Permitted Disclosures. 9.2.1. The non-disclosure obligations contained in Section 9.1 shall not apply to the extent that any receiving party (the "RECIPIENT") is required (a) to disclose information by LAW, order, or regulation of a government agency or a court of competent jurisdiction, or by the rules of a securities exchange; (b) to disclose information to a patent office for the purposes of filing a patent on RECIPIENT'S method or invention; (c) to disclose information to any governmental agency for purposes of obtaining

Page 26 of 40 approval to test or market a PRODUCT, provided in either case that the RECIPIENT shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof. 9.2.2. The non-disclosure and non-use obligations contained in Section 9.1 shall not apply to the extent that the RECIPIENT can demonstrate that (a) the disclosed information was public knowledge at the time of such disclosure to the RECIPIENT, or thereafter became public knowledge, other than as a result of action or omission of the RECIPIENT in violation hereof; (b) the disclosed information was rightfully known by the RECIPIENT without the obligation of confidentiality (as shown by its written records) prior to the date of disclosure to the RECIPIENT by the other party hereunder; (c) the disclosed information was disclosed to the RECIPIENT on an unrestricted basis from a source unrelated to any party to this AGREEMENT and not under a duty of confidentiality to the other party; or (d) the disclosed information was independently developed by the RECIPIENT (as shown by its written records) without use of CONFIDENTIAL INFORMATION disclosed by the other party. 9.3. Return of Confidential Information. Within ten (10) days following a request from either party or upon the expiration or termination of this AGREEMENT by either party, for any reason, each party shall deliver to the other party or, at the other party's election, destroy any and all CONFIDENTIAL INFORMATION, together with any and all copies thereof, provided that each party may keep one copy of such CONFIDENTIAL INFORMATION for purposes of complying with its contractual obligations under this AGREEMENT. 9.4. Terms of this Agreement. Except as otherwise provided in Section 9.2 above and subject to either party's reporting obligations under applicable state and federal LAWS, (a) SHEARWATER and EYETECH shall not disclose any terms or conditions of this AGREEMENT to any THIRD PARTY without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, and (b) SHEARWATER and EYETECH shall not use the other party's name in publicity materials without the prior written consent of the other party, Page 27 of 40 such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, SHEARWATER and EYETECH shall prepare and issue a joint press release reasonably acceptable to both parties announcing the relationship created under this AGREEMENT. 9.5. Publication. After an AFFIRMATIVE DETERMINATION by the INDEPENDENT COUNSEL pursuant to Section 3.3.1. it may be to the mutual interest of the parties to publish articles relating to data generated or analyzed as a part of this AGREEMENT. Neither party shall submit for written or oral publication or presentation any manuscript, abstract, writing, printed material or the like which includes data or any other CONFIDENTIAL INFORMATION of the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that valid commercial reasons may exist for withholding such consent. Nothing contained herein shall be construed as precluding either party from making, in its discretion, any disclosures of information of any type which relate to the safety, efficacy, toxicology, or pharmacokinetic characteristics of the PRODUCT to the extent that either party may be required by LAW to make disclosures of such information. 9.6. Data. Any data which arises from testing of the PRODUCT by EYETECH, its AFFILIATES or its SUBLICENSEES which is reasonably necessary for SHEARWATER to monitor the quality and/or performance of the REAGENT, including, without limitation, the results of animal studies, toxicological testing and human clinical trials, shall be deemed CONFIDENTIAL INFORMATION and shall be shared with SHEARWATER, within a reasonable time of EYETECH receiving or deriving such data. 10. Indemnification 10.1. Indemnity. 10.1.1. By SHEARWATER. SHEARWATER shall defend, indemnify and hold EYETECH, EYETECH'S

10.1.1. By SHEARWATER. SHEARWATER shall defend, indemnify and hold EYETECH, EYETECH'S AFFILIATES, and EYETECH'S directors, officers, employees and agents harmless from and against all claims, actions, losses, liabilities, damages and expenses (including reasonable attorney's fees and costs) resulting from all claims, demands, actions and other proceedings by any THIRD PARTY to the extent arising from (a) the Page 28 of 40 breach of any representation, warranty or covenant of SHEARWATER under this AGREEMENT or (b) the negligence, recklessness or willful misconduct of SHEARWATER in the performance of its obligations and its permitted activities under this AGREEMENT. 10.1.2. By EYETECH. EYETECH shall defend, indemnify and hold SHEARWATER, SHEARWATER'S AFFILIATES, and SHEARWATER'S officers, employees and agents harmless from and against all losses, liabilities, damages and expenses (including reasonable attorney's fees and costs) resulting from all claims, demands, actions and other proceedings by any THIRD PARTY to the extent arising from (a) the breach of any representation, warranty or covenant of EYETECH under this AGREEMENT, (b) the research, development, manufacturing, commercialization or marketing of the PRODUCT (without regard to culpable conduct), or (c) the negligence, recklessness or willful misconduct of EYETECH or its AFFILIATES or SUBLICENSEES in the performance of its or their obligations and its or their permitted activities under this AGREEMENT. 10.2. Indemnification Procedures. A party seeking indemnification under this Section 10 (the "INDEMNIFIED PARTY") shall give prompt notice of the claim to the other party (the "INDEMNIFYING PARTY") and, provided that the INDEMNIFYING PARTY is not contesting the indemnity obligation, shall permit the INDEMNIFYING PARTY to control any litigation relating to such claim and disposition of any such claim, provided that the INDEMNIFYING PARTY shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to the parties being indemnified under this Section 10, and the INDEMNIFYING PARTY shall not settle or otherwise resolve any claim without prior notice to the INDEMNIFIED PARTY and the consent of the INDEMNIFIED PARTY, if such settlement involves any remedy other than the payment of money by the INDEMNIFYING PARTY. The INDEMNIFIED PARTY shall cooperate with the INDEMNIFYING PARTY in its defense of any claim for which indemnification is sought under this Section 10. Page 29 of 40 10.3. Insurance. EYETECH, at its own expense, shall maintain comprehensive general liability insurance, including product liability insurance, against claims regarding the research, development, manufacture, commercialization or marketing of the PRODUCT under this AGREEMENT in the minimum amount of one million DOLLARS ($1,000,000) per occurrence, and five million DOLLARS ($5,000,000) in the aggregate, with SHEARWATER named as an additional insured, such policies shall include a provision that coverage will not be terminated unless SHEARWATER has been given at least thirty (30) days written notice. EYETECH shall maintain such insurance for so long as it continues to research, develop, manufacture, commercialize, or market the PRODUCT, and shall from time to time provide copies of certificates of such insurance to SHEARWATER upon its request. 11. Term and Termination 11.1. Expiration. This AGREEMENT comes into effect on the EFFECTIVE DATE and will remain in force until the last to expire of any VALID PATENT CLAIM included in the SHEARWATER PATENT RIGHTS or ENZON PATENTS (such date, the "INITIAL TERM DATE"). 11.2. Renewal of Term. At least one hundred twenty (120) days before the expiration of the INITIAL TERM DATE under Section 11.1, the parties shall discuss in good faith whether and on what terms to extend the term of this AGREEMENT. 11.3. Termination by EYETECH. EYETECH shall have the right to terminate this AGREEMENT in the following circumstances: 11.3.1. If the MARKETING AUTHORIZATION for the PRODUCT is withdrawn or suspended by the

11.3.1. If the MARKETING AUTHORIZATION for the PRODUCT is withdrawn or suspended by the regulatory authorities (the FDA and the EMEA) in both the major markets (both the United States and Europe) of the TERRITORY; 11.3.2. If scientific or medical findings, which clearly indicate serious hazards associated with the PRODUCT, prohibit further marketing of the PRODUCT; 11.3.3. If significant changes in competitiveness seriously inhibit the effective marketing of the PRODUCT; or Page 30 of 40 11.3.4. In the event EYETECH is unable to market the PRODUCT in the TERRITORY due to valid patent infringement claims of THIRD PARTIES. 11.4. Termination for Cause. Each party shall have the right to terminate this AGREEMENT for failure to comply with the material terms of this AGREEMENT by the other party, provided such failure to comply is not corrected by the failing party within twenty (20) days of written notice of any failure to make timely payment of royalties or any other amount, when due hereunder, or within ninety (90) days of receipt of written notice of any other failure from the non-failing party. The right of either party to terminate this AGREEMENT as provided herein above shall not be affected in any way by such party's waiver of or failure to take actions with respect to any previous default. 11.5. Bankruptcy. In case of the filing of a voluntary petition for bankruptcy, the failure to cause an involuntary petition in bankruptcy to be dismissed within sixty (60) days after the filing thereof, suspension of payment, assignment for the benefit of creditors, voluntary liquidation or otherwise of one party then the other party shall be entitled to terminate this AGREEMENT by giving thirty (30) days written notice. 11.6. Effect of Termination. 11.6.1. The provisions of Sections 2, 3.5, 4.9, 5.2, 9 and 10 shall survive termination of this AGREEMENT for any reason whatsoever. 11.6.2. In the event of termination of this AGREEMENT by EYETECH pursuant to Section 11.2, EYETECH shall continue to be obligated to purchase REAGENT pursuant to any issued purchase orders. If EYETECH terminates this AGREEMENT prior to the end of the first [**] quarters after the EFFECTIVE DATE, it shall be obligated to purchase the minimum quantities specified for such first [**] quarters pursuant to Section 4.3. 11.6.3. If EYETECH terminates this AGREEMENT pursuant to Section 11.4, the following shall occur so long as EYETECH continues to develop, make, have made, use, import, offer for sale or sell the PRODUCT: (a) the licenses granted pursuant to Section 3.1 shall survive such termination, Page 31 of 40 subject to the terms and conditions of the CROSS-LICENSE AGREEMENT; and (b) EYETECH shall continue to pay SHEARWATER royalties and milestones payments and make reporting obligations pursuant to Sections 7 and 8. During the period in which EYETECH is obligated to pay SHEARWATER royalties for use of the REAGENT, the SHEARWATER covenant of Section 3.4 shall survive. In addition, EYETECH shall pay SHEARWATER other payments which have accrued hereunder prior to such termination. 11.6.4. In the event this AGREEMENT is terminated by either party for any other reason, all licenses granted to EYETECH in Section 3.1 shall immediately terminate. Termination of this AGREEMENT by either party shall not terminate EYETECH'S obligation to pay all milestone payments, royalties, and other payments which shall have accrued hereunder prior to such termination. 12. Assignment

12.1. Unless otherwise expressly permitted hereunder, except as part of the sale of the entire business to which this AGREEMENT relates, a merger, consolidation, reorganization or other combination with or into another PERSON, or the transfer or assignment to an AFFILIATE, pursuant to which the surviving entity or assignee assumes the assigning or merging parties obligations hereunder, neither party may assign any of its rights or delegate any of its duties under this AGREEMENT unless the other party has given specific written approval thereto, with such approval not to be unreasonably withheld. Any purported assignment not in accordance with this Section 12.1 shall be void and of no effect. 12.2. This AGREEMENT shall not only be binding upon each party signatory hereto but also to its successors by consolidation, combination, acquisition or merger, and assignees. 13. Notices 13.1. Any notice or document required or permitted hereunder shall be deemed to have been served properly if personally delivered, delivered by facsimile transmission, or mailed by registered or certified United States mail, postage Page 32 of 40 prepaid and properly addressed, to the respective party to whom such notice relates at the applicable address set forth in the caption of this AGREEMENT or at such alternate address as shall be specified by notice given in the manner herein provided. Facsimile transmission shall be deemed received on the first business day following a confirmed transmission, and a mailed notice or document shall be deemed received on the fourth (4th) business day following the date of posting. 14. Re-negotiation 14.1. In the event the CROSS-LICENSE AGREEMENT terminates or expires while this AGREEMENT is still in effect, the parties agree to meet to discuss in good faith any resulting changes to be made in the terms of this AGREEMENT, including but not limited to, financial terms. 15. Miscellaneous 15.1. Force Majeure. Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this AGREEMENT for failure or delay in fulfilling or performing any term of this AGREEMENT to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected party including but not limited to fire, floods, embargoes, war, acts of war (whether war is declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or other party; provided, however, that the foregoing shall not be applied to excuse or delay any royalty or other payment obligation of either party under this AGREEMENT. When such circumstances arise, the parties shall discuss what, if any modification of the terms of this AGREEMENT may be required to arrive at an equitable solution. 15.2. Severability. All the terms and provisions of this AGREEMENT are distinct and severable, and if any term or provision is held unenforceable, illegal or void in whole or in part by any court, regulatory authority or other competent authority it shall to that extent be deemed not to form part of this AGREEMENT, and the enforceability, legality and validity of the remainder of this AGREEMENT will not Page 33 of 40 be affected, provided that, in any case where as a result of the operation of this Section 15.2 the rights or obligations of a party are materially altered to the detriment of that party, that party may terminate this AGREEMENT within thirty (30) days from the date of the relevant decision of the relevant court, regulatory authority or other competent authority. 15.3. Variation. This AGREEMENT may not be released, discharged, supplemented, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorized officer or representative of

modified in any manner except by an instrument in writing signed by a duly authorized officer or representative of each of the parties hereto. 15.4. Forbearance and Waiver. No waiver by a party in respect of any breach will operate as a waiver in respect of any subsequent breach. No failure or delay by a party in exercising any right or remedy will operate as a waiver thereof, nor will any single or partial exercise or waiver of any right or remedy prejudice its further exercise or the exercise of any other right or remedy. 15.5. Counterparts. This AGREEMENT may be executed in more than one counterpart, each of which constitutes an original and all of which together shall constitute one enforceable agreement. 15.6. No Partnership. The relationship of the parties is that of independent contractors and this AGREEMENT will not operate so as to create a partnership or joint venture of any kind between the parties. 15.7. Construction. The parties have participated jointly in the negotiation and drafting of this AGREEMENT. In the event that an ambiguity or question of intent or interpretation arises, this AGREEMENT shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this AGREEMENT. 15.8. Entire Agreement. This AGREEMENT constitutes the entire understanding between the parties and supersedes any prior understanding and agreements between and among them respecting the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between the parties relating to the subject matter of this AGREEMENT which are Page 34 of 40 not fully expressed in this AGREEMENT. This AGREEMENT shall be binding upon, and inure to the benefit of, the parties and their respective successors and assigns. 15.9. Governing Law. This AGREEMENT shall be governed by and construed in accordance with the LAWS of the State of California, U.S.A., without regard to its choice of law rules. IN WITNESS WHEREOF, the parties hereto have caused their authorized representatives to execute this AGREEMENT by signing below: SIGNED:
For and on behalf of: Shearwater Corporation Signature /s/ Stephen A. Charles ---------------------------Name: Stephen A. Charles, Ph.D. Title: Vice President, Corporate Development For and on behalf of: Eyetech Pharmaceuticals, Inc. Signature /s/ Harsha Murthy ---------------------------Name: Harsha Murthy Title: Vice President, Business Strategy & General Counsel

Page 35 of 40 SCHEDULE I THE SPECIFICATIONS [**][**]
PROCEDURE NUMBER [**] [**] [**] [**] [**] TEST [**] [**] [**] [**] [**] SPECIFICATION [**] [**] [**] [**] [**]

[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]

[**] [**] [**]

[**] [**] [**]

[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]

[**] [**] [**] [**] [**] [**] [**]

[**] [**] [**]

[**] [**] [**]

ALL FORMS PRESENTING THE ABOVE RESULTS MUST BE ATTACHED [**] Page 36 of 40 SCHEDULE II REMUNERATION AND INITIAL FORECAST Pursuant to Section 7.1 the following milestone payments will be payable by EYETECH to SHEARWATER:
MILESTONE Within ten (10) days from the INDEPENDENT COUNSEL'S AFFIRMATIVE DETERMINATION Within [**] of [**] Within [**] of [**] MILESTONE PAYMENT (US DOLLARS) $1,500,000 $[**] $[**]

The above payments shall be made only upon the first time achieved for the PRODUCT. Pursuant to Section 4.3, EYETECH shall purchase the following amounts of REAGENT from SHEARWATER:
CALENDAR QUARTER FOLLOWING THE EFFECTIVE DATE 1 2 3 4 5 6 7 8 AMOUNT OF REAGENT REQUIRED (KG)

Page 37 of 40 Pursuant to Section 7.5.1, EYETECH will pay to SHEARWATER the following prices for the REAGENT manufactured according to cGMP and the SPECIFICATIONS.
TOTAL AMOUNT OF REAGENT PURCHASED OVER 12 MONTH PERIOD (KG) Less than [**] kg PRICE PER GRAM (DOLLARS) $[**]

Equal to or greater than [**] kg and less than [**] kg Equal to or greater than [**] kg and less than [**] kg Equal to or greater than [**] kg

$[**] $[**] $[**]

Page 38 of 40 SCHEDULE III SHEARWATER PATENT RIGHTS
SC REFERENCE [**] [**] [**] PATENT NUMBER [**] [**] [**] PRIORITY DATE [**] [**] [**] STATUS [**] [**] [**]

Page 39 of 40 SCHEDULE IV ENZON PATENTS [**] Page 40 of 40 EXHIBIT NO. 10.55 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. EYETECH PHARMACEUTICALS 500 Seventh Avenue 18(th) Floor New York, New York 10018 August 29, 2003 Raylo Chemicals Inc. 8045 Argyll Road Edmonton, Alberta Canada Attn: Matt Colomb Greg Klak Robin Nicol Gentlemen: This Letter of Understanding ("LOU") is agreed to and accepted by and between Eyetech Pharmaceuticals, Inc., a Delaware corporation ("Eyetech") and Raylo Chemicals, Inc., a company organized and existing under the laws of Canada ("Raylo"), and sets forth the intentions, terms and conditions pursuant to which Eyetech and Raylo will undertake actions to allocate between themselves control of the technical and operational aspects of the manufacture of Eyetech's proprietary compound Macugen(TM) during the period that this LOU remains in effect. This LOU shall take effect on September 1, 2003 and remain in effect until the earlier of such time as (a) this LOU is terminated by joint agreement between Eyetech and Raylo after satisfaction of certain mutually agreed to

LOU is terminated by joint agreement between Eyetech and Raylo after satisfaction of certain mutually agreed to performance targets for the Macugen(TM) production at Raylo or (b) the parties discontinue any relationship between them whereby Raylo manufactures Eyetech's Macugen(TM) compound for Eyetech at Raylo's facility. During the period that this LOU is in effect, the parties hereto envision entering into a definitive Manufacturing and Supply Agreement (the "Proposed Agreement") setting forth certain agreements between them relating to a proposed long term manufacturing relationship whereby Raylo would manufacture the Macugen(TM) compound for Eyetech.

Eyetech and Raylo agree as follows: 1. Allocation of Responsibility and Authority for Production of Macugen(TM) - Eyetech will assume responsibility for and have full authority over all operational and technical decisions relating to the manufacture of Macugen(TM) at Raylo's facility. - Eyetech will assign a sufficient number of its own employees, not to exceed 8, (the "Eyetech Staff") to work on the Macugen(TM) production on-site at Raylo's facility at Eyetech's sole cost. - Raylo shall take all reasonable steps to facilitate Eyetech's decision-making regarding the Macugen(TM) production. - Raylo shall direct its supervisors to follow all reasonable instructions concerning the Macugen(TM) production issued by the Eyetech Staff designated to oversee such production. - Raylo shall direct its shift supervisors to report all technical problems related to the Macugen(TM) production to the Eyetech Staff as well as keeping Raylo management informed. - Raylo will maintain full responsibility for cGMP compliance, safety and all administrative matters, including batch records and other production documentation related to the production of Macugen(TM). - Eyetech will assist Raylo in establishing the inventory control and raw material tracking system for the Macugen (TM) production unit, but Raylo will be responsible for the implementation of such system. - Eyetech will execute a confidentiality agreement covering all its employees which will prohibit the disclosure of any information obtained by Eyetech or its employees concerning proprietary information belonging to Raylo and/or Raylo's customers. - Eyetech shall have the right to designate staff that will have access at all times to the Macugen(TM) production area and the office area assigned to Eyetech. - A joint committee consisting of 2 Raylo and 2 Eyetech personnel will be established to handle HR, scheduling and other non-process related issues as they arise; this committee will meet weekly. 2. Dedication of Production Areas and Raylo Support at Raylo's Facility - Eyetech will pay Raylo for all Macugen(TM) batches manufactured at its facility, including rejected batches for the term of this agreement. Payment will be made as follows: - Monthly rate of $[**] US, invoiced in Canadian dollars at an exchange rate to be agreed between Raylo and Eyetech - This rate covers resources equivalent to what have been employed to date on this project, and changes in scope (i.e. additional staff) will have to be negotiated independently

- This rate will be fixed for the first six months of the project, starting September 1, 2003. If the current plan (i.e.

- This rate will be fixed for the first six months of the project, starting September 1, 2003. If the current plan (i.e. Eyetech operational control) is to be extended at this point, the rate will be reviewed and revised if necessary - Variable charges (non-key raw materials and consumables) associated with manufacturing will be charged separately, and are expected to be approximately $[**] US per batch. This figure can be confirmed and reviewed as necessary. - In terms of batch 8P, which will not be progressed, it is proposed that Raylo invoice Eyetech for $[**] US for this batch, with the understanding that there will be no reimbursement for Eyetech supplied raw materials that were utilized in this run. - In exchange for the considerations given above no later than by September 5, 2003 Raylo will dedicate exclusively to Macugen(TM) production, and give Eyetech Staff full access to the following production areas: 1. One Synthesis Suite 2. One Purification Suite 3. One Lyophilization Suite - Eyetech will have certain process equipment dedicated to Macugen and will be used solely for Macugen production. - Eyetech will be responsible for maintenance of an inventory of spare parts and any upgrades for equipment used in the production of Macugen(TM). 3. Quality Control - Operators will be trained to run the in-process Macugen(TM) assays. Additional equipment to perform the inprocess Macugen (TM) assays may be purchased and installed at Eyetech's expense, if agreed by Raylo and Eyetech 4. Quality Assurance - Eyetech Staff will assume responsibility for streamlining batch records including review of batch records and "clean up" of the batch record process. - Eyetech will make recommendations to Raylo as to new systems/processes and will work with Raylo to see if they can be implemented in Raylo systems. - Raylo personnel shall provide QA oversight, batch record review, and Macugen related documentation to Eyetech upon Eyetech's request. Neither Party shall make any press release or other public presentation or disclosure with respect to this LOU nor the transactions contemplated hereby without the prior written consent and approval of the other Party, except to the extent required under applicable law or regulation or under the rules of any stock exchange or NASDAQ.

If the foregoing terms are acceptable, please sign both originals of this LOU below, return to us one fully-signed original to acknowledge your agreement to and acceptance of this LOU, and retain one fully-signed original for your files. We look forward to the execution of this LOU and the continuation of our relationship with regard to Macugen (TM). Very truly yours,

EYETECH PHARMACEUTICALS, INC.
By: /s/ Chuck Williams --------------------------------Name: Chuck Williams Title: Senior VP, Manufacturing

ACCEPTED AND AGREED: RAYLO CHECMICALS, INC.
By: /s/Robin H. Nicol -----------------Name: Robin H. Nicol Title: Manager, Research, Development and Oligo Unit

ADDENDUM TO LOU DATED AS OF SEPTEMBER 1, 2003 Raylo Chemicals, Inc ("Raylo") and Eyetech Pharmaceuticals, Inc. ("Eyetech") hereby agree to add the provisions set forth below to their Letter of Understanding effective dated as of September 1, 2003 (the "LOU"). This Addendum shall be effective as of November 1, 2003. 1. Additional Space In addition to the exclusively dedicated production areas at the Raylo listed in the LOU Clause 2., Raylo will dedicate exclusively to the Macugen(TM) production for a period not to exceed 180 days the following production areas: 1. One Synthesis Suite 2. One Purification Suite 3. One Area currently used for Glass Washing 2. Additional Payment In addition to the monthly rate payable by Eyetech to Raylo, Eyetech shall pay to Raylo for the Additional Space listed under clause 1 of this Addendum $ [**] CDN per month. 3. Currency Rate For the monthly payments of the $ [**]US under the LOU, which as of the Effective date of this addendum will be paid in the amount of $ [**]CDN. For any other payments denominated in US. Dollars it is agreed that Eyetech will pay Raylo, at Raylo's option, in US. Dollars or at the exchange rate reported in the Wall Street Journal Eastern Edition on the date the payment becomes due. 4. Outstanding Payments An outstanding amount of $ [**]US invoiced to Eyetech by Raylo shall be paid to Raylo before the end of calendar year 2003. 5. Renewal Option Eyetech shall have the option to renew the LOU for an additional term of 180 days, but not beyond completion of the process validation.

[SIGNATURE NEXT PAGE]

Accepted by: Raylo Chemicals, Inc. /s/ T. Matthew Colomb --------------------------------Signature T. Matthew Colomb --------------------------------Printed Name President --------------------------------------------Title

Accepted by: Eyetech Pharmaceuticals, Inc. /s/ Paul G. Chaney ------------------------------Signature Paul G. Chaney ------------------------------Printed Name C.O.O. ------------------------------Title

EXHIBIT 10.56 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. MANUFACTURING AND SUPPLY AGREEMENT This MANUFACTURING AND SUPPLY AGREEMENT (the "Agreement") dated as of November 11, 2003 (the "Effective Date") is made by and between Raylo Chemicals Inc., a Canadian corporation ("Raylo") and Eyetech Pharmaceuticals, Inc., a Delaware corporation ("Eyetech"). RECITALS WHEREAS, Eyetech develops and commercializes new drugs to reduce and prevent serious vision loss caused by eye disease and to develop new technologies to safely deliver drugs to the back of the eye; WHEREAS, Raylo is a contract manufacturer of chemical compounds for human drugs; WHEREAS, Raylo and Eyetech wish to enter into an agreement describing the terms and conditions upon which Raylo will manufacture and supply to Eyetech, and Eyetech will purchase from Raylo, the active pharmaceutical ingredient in Eyetech's Macugen(TM) product; WHEREAS, Raylo and Eyetech wish to set forth certain license terms pursuant to which Raylo will license and sublicense its intellectual property to permit Eyetech to manufacture for itself or have manufactured by a third party manufacturer the same product; WHEREAS, Raylo and Eyetech are parties to a certain Letter of Understanding dated September 1, 2003 (the "LOU") that, during the effectiveness of such LOU, will supersede and/or modify certain terms of this Agreement; and WHEREAS, Raylo and Eyetech are parties to a certain Quality Agreement dated November 11, 2003 (the "Quality Agreement"), which sets forth certain agreements of the Parties regarding quality control and quality assurance; NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, covenants and agreements hereinafter set forth the parties hereto agree as follows:

1. DEFINITIONS

1.1 "15mM Process" shall mean the process for manufacturing API established, validated and documented through the 15mM Process Validation Procedures. 1.2 "15mM Process Validation Procedures" shall mean the procedures for validation of the 15mM Process set forth in the Quality Agreement. 1.3 "Affiliate" shall mean, with respect to a Party, any Person that controls, is controlled by, or is under common control with such Party. For purposes of this Section 1.3, "control" shall refer to (a) in the case of a Person that is a corporate entity, direct or indirect ownership of fifty percent (50%) or more of the stock or shares having the right to vote for the election of directors of such Person and (b) in the case of a Person that is an entity, but is not a corporate entity, the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise. 1.4 "Agreement" shall mean this Manufacturing and Supply Agreement between Raylo and Eyetech together with the recitals and all exhibits, schedules and attachments hereto. 1.5 "Amgen License Fee" shall mean a fee in the amount of US$[**] payable by Eyetech to Raylo upon exercise by Eyetech of its option to license the Amgen Patents in accordance with Section 2.3(a). 1.6 "Amgen Patents" shall mean U.S. Patent No. 4,762,779 and Canadian Patent No. 1,303,526 and all Patent Rights based on such patents, and all counterparts of any of the foregoing in any country. 1.7 "API" shall mean active pharmaceutical ingredient bulk drug substance manufactured for use in the Eyetech Product, as described in the Specifications. 1.8 "Applicable Legal Requirements" shall mean: (a) any and all federal, national, supranational, state and local laws, regulations, ordinances, orders and requirements applicable to the activities under this Agreement; and (b) any other specifications, guidelines, procedures and directives mutually agreed to by the Parties, applicable to the API or Eyetech Product, or activities under this Agreement, including, without limitation, cGMP. 1.9 "Batch" shall mean a batch of API resulting from the 15mM Process. 1.10 "[**]" shall mean [**]. 1.11 "Binding Order" shall have the meaning set forth in Section 3.2(b) hereof. 1.12 "Business Day" shall mean a day on which banks are open for business in both New York, New York and Edmonton, Alberta. 2 1.13 "Certificates" means, with respect to the API, all necessary certificates of analysis and/or certificates of compliance. 1.14 "CFR" shall mean the United States Code of Federal Regulations. 1.15 "cGMP" shall mean applicable current Good Manufacturing Practices as described, without limitation, in ICHQ7A as specified in the Quality Agreement. 1.16 "Confidential Information" shall mean all Know How or other information (whether or not patentable) regarding a Party's technology, products, business information or objectives, and all biological materials of a Party. Notwithstanding the foregoing, Confidential Information shall not include Know-How or other information that: (a) was known or used by the receiving Party or its Affiliates prior to its date of disclosure to the receiving Party; or

(b) either before or after the date of the disclosure to the receiving Party is lawfully disclosed to the receiving Party or its Affiliates by sources other than the disclosing Party rightfully in possession of such Know-How or other information and not bound by confidentiality obligations to the disclosing Party; or (c) either before or after the date of the disclosure to the receiving Party or its Affiliates is or becomes published or otherwise is or becomes part of the public domain through no breach hereof on the part of the receiving Party or its Affiliates; or (d) is independently developed by or for the receiving Party or its Affiliates without reference to or reliance upon the Confidential Information of the disclosing Party as demonstrated by written records. 1.17 "Delivery" and all variations of this term means the delivery to Eyetech of API, FCA (Incoterms 2000) the Facility, together with all applicable Certificates, that meets the Specifications and has been manufactured in accordance with cGMP. 1.18 "Dollars" or "$" shall mean Canadian Dollars unless expressly provided otherwise. 1.19 "Effective Date" shall have the meaning set forth in the introduction hereto. 1.20 "Eyetech Intellectual Property" shall mean all Eyetech Know-How and Eyetech Patent Rights. 1.21 "Eyetech Know-How" shall mean any Know-How that (a) either (i) is in Eyetech's and/or its Affiliates' possession on the Effective Date or (ii) Eyetech and/or its Affiliates develop or acquire during the Term and (b) is owned or controlled by, or licensed to, Eyetech and/or its Affiliates and to which Eyetech and/or its Affiliates have 3 the right to grant licenses or sublicenses without violating the terms of any agreement with a third party. 1.22 "Eyetech Materials" shall mean the raw materials to be supplied to Raylo by Eyetech pursuant to Section 3.3 hereof. A list of all Eyetech Materials is attached hereto as Exhibit B. 1.23 "Eyetech Patent Rights" shall mean Patent Rights that (a) cover Eyetech Know-How and (b) are owned or controlled by, or licensed to, Eyetech and/or its Affiliates and to which Eyetech and/or its Affiliates have the right to grant licenses or sublicenses without violating the terms of any agreement with a third party. 1.24 "Eyetech Product" shall mean Eyetech's product named "Macugen(TM)" delivered by intravitreal injection. 1.25 "Facility" shall mean Raylo's facility at 1021 Hayter Road, Edmonton, Alberta, Canada or such other manufacturing facility of Raylo or its Affiliates as may be approved by Eyetech. 1.26 "FD&C Act" shall mean the United States Federal Food, Drug, and Cosmetic Act, as amended, and the regulations promulgated thereunder. 1.27 "FDA" shall mean the United States Food and Drug Administration. 1.28 "Forecast" shall have the meaning set forth in Section 3.2(a) hereof. 1.29 "Improvement" shall mean any upgrade, new version, adaptation, change, redesign, improvement, derivative work, modification or development of or to the API, the Specifications, or the method or process of manufacture, production or use of the API, conceived or reduced to practice, or otherwise created, in the course of the Parties' activities pursuant to this Agreement. 1.30 "Initial Term" shall have the meaning set forth in Section 9.1. 1.31 "Know-How" shall mean all information, inventions, discoveries, copyrights, trade secrets, data or materials, whether proprietary or not, and all Improvements.

1.32 "LOU" shall have the meaning set forth in the recitals hereto. 1.33 "LOU Termination Date" shall mean the date that the interim provisions of the LOU relating to the processing of API at the Facility and responsibility for rejected Batches shall, by agreement of the Parties in accordance with Section 4.1(c), terminate. 1.34 "Material Safety Data Sheet" means the material safety data sheet used to comply with the United States Occupational Safety and Health Administration's Hazard Communication Standard, 29 CFR Section 1910.120, as amended from time to time. 4 1.35 "Minimums" shall mean the percentages of Eyetech's requirements for API used in the Eyetech Product set forth on Exhibit C hereto. 1.36 "mM" shall mean one-thousandth of a Mole. 1.37 "Negotiated Per Gram Cost" shall mean the cost per gram of API to be paid by Eyetech to Raylo set forth on Exhibit D, as adjusted from time to time in accordance with Section 4.2. 1.38 "PAI" shall mean a pre-approval inspection of the Facility to demonstrate the requirements of Section 505 of the FD&C Act are met with regard to the methods used in, and the facilities and controls used for, the manufacture and processing of a drug. 1.39 "Parties" shall mean Raylo and Eyetech together and "Party" shall mean either Raylo or Eyetech individually. 1.40 "Patent Rights" shall mean all patents and patent applications (including any continuations and continuationsin-part of any such patent applications, and any divisionals, provisionals or substitute applications with respect to any such patent applications), any patent issued with respect to any such patent applications, any reissue, reexamination, renewal or extension (including any supplemental patent certificate) of any such patent, and any confirmation patent or registration patent or patent of addition based on any such patent, and all counterparts of any of the foregoing in any country. 1.41 "Person" shall mean any natural person or any corporation, company, partnership, joint venture, firm or other entity, including without limitation a Party. 1.42 "Quality Agreement" shall have the meaning set forth in the recitals hereto. 1.43 "Raw Materials" means ingredients, additives, purification resins, and reagents, and any other components or in-process materials as defined in 21 CFR Section 210.3, which are purchased by Raylo for use in the manufacture of the API, but not including the Eyetech Materials. 1.44 "Raylo Intellectual Property" shall mean all Raylo Know-How and Raylo Patent Rights. 1.45 "Raylo Know-How" shall mean any Know-How that (a) either (i) is in Raylo's and/or its Affiliates' possession on the Effective Date or (ii) Raylo and/or its Affiliates develop or acquire during the Term and (b) is owned or controlled by, or licensed to, Raylo and/or its Affiliates and to which Raylo and/or its Affiliates have the right to grant licenses or sublicenses without violating the terms of any agreement with a third party. 1.46 "Raylo Patent Rights" shall mean Patent Rights that (a) cover Raylo Know-How and (b) are owned or controlled by, or licensed to, Raylo and/or its Affiliates 5 and to which Raylo and/or its Affiliates have the right to grant licenses or sublicenses without violating the terms of any agreement with a third party.

1.47 "Services" shall have the meaning set forth in Section 3.6. 1.48 "Specifications" shall mean the initial specifications for the API set forth on Exhibit A hereto, and any subsequent changes or modifications to the initial specifications as determined by Eyetech from time to time. 1.49 "Term" shall mean the Initial Term as it may be extended pursuant to Section 9.1 hereof. 1.50 "Validation Batches" shall mean Batches of API submitted by Raylo to Eyetech for validation of the 15mM Process pursuant to the Quality Agreement. 2. VALIDATION; REGULATORY COMPLIANCE; LICENSES 2.1 Validation. Validation of the 15mM Process shall be conducted as set forth in the Quality Agreement. All post-validation changes to the 15mM Process shall require the prior written approval of Eyetech. 2.2 Regulatory Compliance and Records. (a) Regulatory Inspections and Notices. Raylo is responsible for passing any required PAI in connection with Eyetech's application for regulatory approval of the Eyetech Product. Eyetech shall provide a third party consultant, at its cost, to advise Raylo on what steps are necessary for Raylo to pass any such PAI with respect to the API in the Facility. Raylo shall provide Eyetech with a copy of all inspection results, including a copy of any inspection report and/or observations from the regulatory authority (or its designee) for any regulatory inspection; provided that Raylo may redact any third party confidential information from such inspection results if such third party confidential information is not relevant to a complete understanding of the impact of the regulatory inspection on Raylo's ability to manufacture and supply API in accordance with this Agreement. Raylo shall notify Eyetech within two (2) Business Days after receiving formal notice about the initiation of any compliance or enforcement action, investigation, inspection, review or inquiry by the FDA or other regulatory authority concerning the API, including any Form 483, recall, seizure, warning letter, or court complaint. In addition, Eyetech shall have the right to have, at Eyetech's option, up to two (2) Eyetech representatives present at the Facility for any regulatory inspection that relates to the manufacture of the API. (b) Access to Records. Eyetech shall have access to all records, documents and materials of Raylo relating to this Agreement and the manufacture of the API. Upon Eyetech's request and at Eyetech's cost, Raylo shall promptly deliver to Eyetech a single copy of any such records, documents and materials that Eyetech may request. 6 (c) Regulatory Submissions and Support. Raylo shall cooperate with Eyetech and provide Eyetech with any information in Raylo's possession that Eyetech requires in order to make submissions to regulatory authorities relating to the API and/or the Eyetech Product. Eyetech will advise Raylo from time to time of any regulatory submissions relating to the API and/or the Eyetech Product requiring responses from Raylo. Raylo shall respond to any such inquiry and provide all requested information promptly after Raylo's receipt of the inquiry, and Raylo shall provide Eyetech with notice of any inquiry from a regulatory authority within two (2) Business Days from Raylo's receipt of the inquiry. 2.3 Licenses; Covenants. (a) License Under Amgen Patents. Raylo hereby grants to Eyetech an irrevocable, perpetual, non-exclusive, worldwide, royalty-free license, with the right to grant sublicenses to Eyetech's Affiliates and to Pfizer Inc. and Pfizer Inc.'s affiliates, under the Amgen Patents, solely to make, have made, use, sell, offer for sale and import the API and Eyetech Product, effective upon written notice from Eyetech to Raylo that it is exercising its option to license the Amgen Patents and payment by Eyetech to Raylo of the Amgen License Fee. Raylo hereby agrees not to transfer or grant to any third party any rights in the Amgen Patents that would prevent or are inconsistent with the foregoing license grant to Eyetech. (b) License Under Eyetech Intellectual Property. Eyetech hereby grants to Raylo a non-exclusive, worldwide, non-sublicensable, royalty-free license under the Eyetech Intellectual Property during the Term solely to perform

Raylo's obligations under this Agreement. (c) License Under Raylo Intellectual Property. In order to ensure that Eyetech will be free to continue using, or having used, its manufacturing processes and other technology relating to the API and the Eyetech Product both during the Term and after the expiration or termination of this Agreement, Raylo hereby grants to Eyetech an irrevocable, perpetual, non-exclusive, worldwide, royalty-free license, with the right to grant sublicenses to Eyetech's Affiliates and to Pfizer Inc. and Pfizer Inc.'s Affiliates, under the Raylo Intellectual Property, solely to make, have made, use, sell, offer for sale and import the API and Eyetech Product. (d) Covenants Regarding [**]. Raylo hereby agrees (i) to [**] in full force and effect during the Term and thereafter for a period of [**], (ii) agrees not to take any action or omit to take any action, which action or omission could result in [**] and (iii) agrees to notify Eyetech within two (2) Business Days of receiving any communication from or on behalf of [**]. Upon request by Eyetech, and at Eyetech's expense or [**], Raylo shall exercise its right under Section 2.02 of the [**] that are [**] those of the [**] designated by Eyetech. 2.4 Ownership of and Licenses to Improvements. Each Party shall own all Improvements made by it or its employees. Raylo hereby grants to Eyetech an irrevocable, perpetual, exclusive, worldwide, royalty-free license, with the right to grant 7 sublicenses, to all Improvements made by Raylo and its employees, solely to make, have made, use, sell, offer for sale and import the API and Eyetech Product. Eyetech hereby grants to Raylo an irrevocable, perpetual, nonexclusive, worldwide, royalty-free license, with the right to grant sublicenses, to manufacturing method or process Improvements made by Eyetech and its employees, solely for purposes unrelated to the making, having made, using, sale, offer for sale or importation of the API or the Eyetech Product. 2.5 Upgrade to Manufacturing Process. If Eyetech requests that Raylo upgrade its manufacturing process for the API from the 15mM Process to a higher volume process (e.g., to a 100mM process), the Parties shall in good faith cooperate to make any operational changes necessary to implement such upgrade and to amend this Agreement, including without limitation the validation and pricing provisions hereof, as reasonably necessary to accommodate such necessary changes. 3. SUPPLY OF PRODUCT; EYETECH MATERIALS; SERVICES; ADVERSE EXPERIENCE REPORTING; FACILITY 3.1 Supply and Purchase of API. Raylo shall manufacture API exclusively for and sell API exclusively to Eyetech and its Affiliates and, if requested by Eyetech, to Pfizer Inc. and its affiliates, and Eyetech (together with its Affiliates, Pfizer Inc. and Pfizer Inc.'s affiliates) shall purchase from Raylo quantities of the API sufficient to meet Eyetech's Minimum obligations; provided that Eyetech shall not be obligated to purchase such Minimums from Raylo if its failure to do so is related to Raylo's failure to accept Eyetech's Binding orders or to Deliver API to Eyetech by the requested delivery dates in Eyetech's Binding Orders. If Eyetech requests that Raylo sell API to Pfizer Inc. and Pfizer Inc.'s affiliates, Eyetech hereby guarantees to Raylo payment by Pfizer Inc. and Pfizer Inc.'s affiliates for API Delivered by Raylo in accordance with written orders placed by Pfizer Inc. and Pfizer Inc.'s affiliates. 3.2 Production Planning; Forecasts. (a) Forecast. During the Term, Eyetech shall provide to Raylo, within the first month of each quarter, on a quarterly basis, a rolling forecast for orders of API with respect to the following four (4) quarters (each, a "Forecast"). Eyetech shall be obligated to purchase at least [**] of the amount of API forecast for the first quarter of any Forecast, and shall execute a binding purchase order to that effect. The forecast for the remaining three (3) quarters of any Forecast shall be non-binding. (b) Binding Orders. The binding portions of the Forecasts and Eyetech's purchase orders for quantities in excess of such binding portions shall be binding (each, a "Binding Order" and, collectively, "Binding Orders"). (c) Obligation to Supply

(1) Raylo shall (A) fill all Binding Orders, (B) Deliver API ordered thereunder, (C) use best efforts to accommodate Eyetech's requested Delivery dates, and (D) in any case Deliver such API within the quarter, for up to [**]% of Eyetech's requirements 8 forecasted for the first quarter in the most recent Forecast preceding such Binding Orders, provided that Eyetech submits purchase orders for such Binding Orders at least [**] days preceding the requested Delivery date and provided further that Eyetech acknowledges that if, despite Raylo's best efforts to accommodate Eyetech's requested Delivery dates, Raylo is unable to fully accommodate such requested Delivery dates due to [**], then Raylo shall not be in breach of its obligations pursuant to clause (C) above as long as Raylo continues to use its best efforts to Deliver the API ordered by Eyetech as close as reasonably practicable to Eyetech's requested Delivery dates. In addition, Raylo shall use best efforts to fill all Binding Orders, and Deliver API ordered thereunder by the requested Delivery date, for quantities in excess of [**]% of Eyetech's requirements forecasted for the first quarter in the most recent Forecast preceding such Binding Orders, provided that Eyetech submits purchase orders for such Binding Orders at least [**] days preceding the beginning of the quarter in which Delivery is requested. (2) If Raylo is unable to supply the API ordered by Eyetech hereunder and Raylo is unable to remedy the problem within [**] days after its initial failure to supply, then thereafter Eyetech's Minimum obligations hereunder shall no longer apply; provided that Eyetech shall in good faith discuss with Raylo alternative minimum commitments to substitute for Eyetech's Minimum obligations if Raylo's failure to supply is due to causes that Raylo eliminates and Raylo gives Eyetech assurances to Eyetech's reasonable satisfaction that Raylo will reliably satisfy any orders placed by Eyetech to meet such alternative minimum commitments. 3.3 Supply and Use of Eyetech Materials. Eyetech shall supply Raylo, at least [**] days prior to the beginning of the first binding forecast period., with Eyetech Materials in sufficient amounts and adequate quality to permit Raylo to meet its obligations above. The Parties acknowledge that failures by Eyetech to meet such Eyetech Materials supply obligations may cause increases in Raylo's costs of manufacturing API, and therefore the Parties agree to negotiate in good faith adjustments to the API purchase price as necessary to compensate Raylo for any such cost increases. Eyetech shall be responsible for shipping and delivery of Eyetech Materials to Raylo. With respect to all Eyetech Materials, Raylo shall: (a) at all times keep the Eyetech Materials secure and safe from loss, damage, theft, misuse and unauthorized access in such manner as Raylo stores its own proprietary materials of a similar nature, (b) maintain, store, and handle the Eyetech Materials according to Eyetech's specifications and current good manufacturing practice requirements (cGMP) and (c) dispose of Eyetech Materials only in connection with Raylo's responsibilities under this Agreement and otherwise follow Eyetech's instructions with regard to the handling and disposition 9 of the Eyetech Materials. Title in and to the Eyetech Materials shall at all times remain with Eyetech. 3.4 Raw Materials; Annual List from Eyetech. Raylo shall be responsible for the planning, procurement, testing, storage and release of the Raw Materials. All Raw Materials purchased by Raylo shall meet cGMP and shall conform to the specifications for such Raw Materials set forth in the Specifications. 3.5 cGMP Manufacture. Raylo will manufacture all API using the 15mM Process in accordance with cGMP, the Specifications, Applicable Legal Requirements, and all terms and conditions contained in the applicable Binding Order (to the extent such terms and conditions are not inconsistent with this Agreement), at the Facility. 3.6 Raylo Services. Raylo shall diligently carry out the following services (the "Services") in a professional and workmanlike manner: (a) Prepare, maintain and review all documents and records relating to the manufacture of API, including without limitation all production records, including master production and control records, and Batch production and control records, in each case as required by and consistent with cGMP and the Specifications.

(b) Maintain a quality control unit in compliance with the FD&C Act, including 21 CFR Section 211.22, and establish a procedure for communications and interactions with Eyetech's quality control unit with respect to the manufacture of the API. (c) Operate the Facility, including the supply of utilities, and manufacture the API in conformance with the Specifications. (d) Provide, in accordance with a sampling plan to be established by Eyetech and subject to the purchase price provisions of Section 4.1, API samples and in-process samples for analysis and Batch release by Eyetech. (e) Review requirements (if any) for modifications to the 15mM Process in order to meet the Specifications for manufacture of subsequent API and notify Eyetech of such proposed modifications. Any such modifications to the 15mM Process are subject to approval by Eyetech. (f) Issue all Certificates. 3.7 Facility. (a) Interim Cooperation at the Facility. In accordance with the LOU, the Parties have agreed that Eyetech shall have certain supervisory involvement relating to the processing of API at the Facility during an interim period that commenced prior to the Effective Date. During such interim period, which shall end on the LOU Termination Date, certain obligations of the Parties under this Agreement shall be superseded and/or modified as set forth in the LOU. 10 (b) Onsite Representative. Subsequent to the LOU Termination Date, Raylo shall permit up to four (4) Eyetech employees, consultants and/or representatives (which, at Eyetech's option, may include representatives of Pfizer Inc.) to have reasonable access to the Facility during the manufacture of the API, for the purpose of observing, reporting on, and consulting as to such manufacturing efforts, including without limitation access to the review of all batch records and documents. Raylo agrees to consider, in good faith, any suggestions that Eyetech, or its onsite consultants/representatives, may have regarding the design or operation of the Facility and shall, in all cases, promptly respond to Eyetech regarding such suggestions. 4. PAYMENT AND PRICING TERMS 4.1 API Purchase Price; Amendment of LOU. Raylo shall sell API to Eyetech for the following prices and fees: (a) Prior to LOU Termination Date. Prior to the LOU Termination Date, Eyetech shall pay Raylo the amounts set forth in the LOU. (b) After the LOU Termination Date. After the LOU Termination Date, Raylo shall sell API manufactured using the 15mM Process to Eyetech at the Negotiated Per Gram Cost as described in Exhibit D; provided that if, after the LOU Termination Date, Eyetech determines that a change in the Specifications is required, and such change increases Raylo's cost of production, the Parties shall in good faith negotiate an amendment to this Agreement to compensate Raylo for such increase to Raylo's cost of production. (c) Amendment of LOU. The Parties hereby amend the LOU to reflect that the LOU shall terminate upon the completion of validation of the 15mM Process pursuant to the Quality Agreement. 4.2 Invoices. Invoices for the purchase price for API shall be delivered to Eyetech no earlier than at the time of Delivery of such API. All properly delivered invoices shall be paid by Eyetech within [**] days after Eyetech's receipt thereof. In order to facilitate timely invoicing by Raylo, Eyetech agrees that it will use commercially reasonable efforts to provide QC reports to Raylo no later than [**] days after Raylo's delivery of samples to Eyetech for testing. 4.3 Amgen License Fee. If Eyetech exercises its option to obtain a license under the Amgen Patents as set forth in Section 2.3(a), Eyetech shall pay to Raylo [**].

4.4 [**]License Fees. Eyetech shall reimburse Raylo for any license fees and royalties paid by Raylo to [**] that are attributable to Raylo's supply of API to Eyetech hereunder. Raylo shall invoice Eyetech for such license fees and royalties after Raylo has paid them and shall include with such invoices evidence of payment. Eyetech shall pay all such invoices within [**]) days after Eyetech's receipt thereof. 11 4.5 Currency. Raylo shall invoice Eyetech, and Eyetech shall pay Raylo, all amounts hereunder in Canadian Dollars; provided that the [**], if payable, shall be invoiced and paid in United States dollars. 4.6 Taxes. All prices and charges are inclusive of all taxes, levies, imposts, duties and fees of whatever nature imposed by or under the authority of any government or public authority in respect of the Services and delivery of API shall be paid by Raylo (other than any taxes on the income of Eyetech, which shall be paid by Eyetech); provided that Eyetech shall be responsible for all taxes, levies, imposts, duties and fees imposed by or under the authority of any government or public authority in respect of the API (including any exportation from Canada or importation into any other country) after Eyetech takes title to API from Raylo. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS 5.1 Of Both Parties. Each Party warrants and represents as of the Effective Date that such Party: (1) has the corporate power and authority to enter into this Agreement; (2) is aware of no legal, contractual or other restriction, limitation or condition that might affect adversely its ability to perform hereunder; and (3) is in good standing under the laws of each jurisdiction in which it is incorporated or engages in business activities. 5.2 Of Raylo. Raylo represents, warrants and covenants to Eyetech that: (a) the Services shall be performed in accordance with this Agreement and the Quality Agreement; (b) all API provided to Eyetech under this Agreement shall meet the Specifications and shall be manufactured in accordance with cGMP; (c) unencumbered title to all API will be conveyed to Eyetech upon payment by Eyetech of any invoices relating to such API; (d) the facilities (including, without limitation, the Facility) and practices that shall be used in the performance of the Services and the manufacture of the API shall conform to all Applicable Legal Requirements; (e) to the best of Raylo's knowledge and belief, Raylo has not, does not and will not employ any individual who is debarred under Section 306 of the FD&C Act and will provide a certification that it has not, does not and will not use in any capacity the services of any person debarred under Section 306 of the FD&C Act in connection with the manufacture of the API; (f) Raylo has obtained, and shall maintain during the term of this Agreement, all required government permits, including but not limited to health, safety and environmental permits, necessary for the conduct of the Services; 12 (g) to the best of Raylo's knowledge and belief, Raylo's performance of the Services and manufacture of the API will not infringe any rights (including, without limitation, any intellectual property rights) of any third party; (h) the information provided by Raylo to Eyetech pursuant to Section 2.2 shall be a complete and accurate in all material respects; (i) Raylo shall comply with any and all environmental requirements in the performance of the Services and the manufacture of the API; (j) Raylo is the sole owner of the [**] Patents and has all rights necessary to grant Eyetech the license set forth in

Section 2.3(a); and (k) [**], as provided by Raylo to Eyetech prior to the Effective Date, remains in full force and effect as of the Effective Date. 5.3 Of Eyetech. Eyetech represents and warrants to Raylo that, to the best of Eyetech's knowledge and belief, the Eyetech Materials provided by Eyetech for use by Raylo in the manufacturing of API will not infringe or violate any valid intellectual property rights of any third party. 5.4 No Other Warranties. THE WARRANTIES CONTAINED IN THIS SECTION 5 ARE EXPRESSLY IN LIEU OF AND EXCLUDE, AND THE PARTIES HEREBY EXPRESSLY DISCLAIM AND NEGATE, ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. 6. COMPLAINTS 6.1 Complaints Regarding API. In the event Eyetech has a complaint with respect to API supplied to Eyetech, then: (a) If Eyetech's complaint concerns the quantity of such API, Eyetech shall provide Raylo written notice of its complaint and provide sufficient evidence to substantiate the short quantity. Upon receipt of such written notice and substantiating evidence, Raylo shall supply to Eyetech as promptly as practicable the said short quantity of such API. Such replacement quantity shall be provided by Raylo at no additional cost to Eyetech, assuming that Eyetech has already paid for such replacement quantity. (b) If Eyetech's complaint concerns the quality of such API (non-compliance with the warranties set forth in Section 5 hereof), Eyetech shall provide Raylo written notice of its complaint and provide sufficient analytical evidence to substantiate the impairment. Upon receipt of such written notice and substantiating evidence, the impaired amount of API shall be replaced by Raylo with an equal amount of API conforming with the Specifications, as promptly as practicable. Such replacement 13 quantity shall be provided by Raylo at no additional cost to Eyetech, assuming that Eyetech has already paid for such replacement quantity. (c) Should Raylo disagree with the substantiating evidence provided by Eyetech, Raylo shall supply the replacement quantity of API in accordance with the terms of paragraphs (a) and (b) of this Section 6.1, and then both Parties shall immediately and jointly carry out the necessary analysis to verify whether Eyetech's complaint is justified. Should said analysis confirm the validity of the complaint by Eyetech, then the matter shall be deemed conclusively resolved. Should said analysis confirm the invalidity of the complaint by Eyetech, then Raylo shall invoice Eyetech for the replacement quantity provided in accordance with the terms of this Agreement. 6.2 Recalls. If Eyetech undertakes a recall related to the API, Eyetech shall notify Raylo. Raylo shall cooperate with and provide assistance to Eyetech in connection with any such recall as reasonably requested by Eyetech. 7. INDEMNIFICATION AND INSURANCE 7.1 Indemnification. (a) By Raylo. Raylo shall indemnify, defend and hold harmless Eyetech, its Affiliates, its sublicensees and distributors and their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs or expenses whatsoever (including reasonable legal fees and disbursements) arising out of or resulting from claims, demands, or actions by third parties to the extent such liabilities, damages, losses, costs or expenses arise from:

(1) any breach of Raylo's representations, warranties and covenants set forth in Section 5; or (2) personal injury (including death) or property damage relating to or arising out of the failure by Raylo to manufacture the API in accordance with cGMP and/or the Specifications; or (3) Raylo's violation of any environmental requirements in the manufacture of API or performance of the Services. (b) By Eyetech. Eyetech shall indemnify, defend and hold harmless Raylo, its Affiliates and their subcontractors, and their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs or expenses whatsoever (including reasonable legal fees and disbursements) arising out of or resulting from claims, demands, or actions by third parties to the extent such liabilities, damages, losses, costs or expenses arise from: (1) any breach of Eyetech's representations and warranties set forth in Section 5; or 14 (2) personal injury (including death) or property damage relating to or arising out of any manufacture, use, distribution or sale of the Eyetech Product by Eyetech, its Affiliates or its sublicensees; except, in each case, to the extent that Raylo is indemnifying Eyetech in accordance with Section 7.1(a)(2) above. 7.2 Procedure for Indemnification. In the event that any person (an "Indemnified Party") entitled to indemnification under Section 7.1(a) or 7.1(b) is seeking such indemnification, such Indemnified Party shall promptly notify the indemnifying Party (the "Indemnitor") in writing of the claim (and in reasonable detail); provided, however, that failure to give such notification shall not affect the indemnification to be provided hereunder except to the extent the Indemnitor shall have been actually prejudiced as a result of such failure. The Indemnitor shall manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnified Party shall provide the Indemnitor, at the Indemnitor's cost, with reasonable assistance and relevant information to support the defense of any such claim. The Indemnitor shall not accept any settlement which imposes liability not covered by this indemnification or impose any obligation on, or otherwise adversely affect, the Indemnified Party or other Party without the prior written consent of such Indemnified Party or other Party, as applicable. Nothing contained in this Section 7.2 shall oblige the Indemnified Party to take any action or steps in its own name in defending any claim, action or proceedings; however, the Indemnified Party, at is option and expense, may review and comment on the defense of any claim through its own counsel; provided that the Indemnitor shall be responsible for the fees and costs of the Indemnified Party's counsel if: (1) the Indemnitor and the Indemnified Party shall have mutually agreed to the retention of such counsel; (2) the Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnitor; or (3) the named parties to any such proceeding (including the impleaded parties) include both the Indemnitor and the Indemnified Party, and representation of both parties by the same counsel would be inappropriate in the opinion of the Indemnified Party's counsel due to actual or potential differing interests between them; in any such case, one (1) firm of attorneys separate from the Indemnitor's counsel may be retained to represent the Indemnified Party at the Indemnitor's expense. As the Parties intend complete indemnification, all costs and expenses incurred by an Indemnified Party in connection with enforcement of Sections 7.1(a) or (b) shall also be reimbursed by the Indemnitor. 7.3 Insurance. Raylo shall obtain and maintain during the term of this Agreement: (1) comprehensive general liability insurance on a claims made basis, with coverage limits of not less than US$5 million per claim and US$20 million aggregate and (2) property insurance which includes business interruption coverage. Raylo shall name Eyetech as an additional insured on its policies. The minimum level of insurance set forth herein shall not be construed to create a limit on Raylo's liability hereunder. Within thirty (30) days after the Effective Date, Raylo shall furnish to Eyetech a certificate of insurance evidencing such coverage. Each such certificate of insurance, as well as any certificates evidencing new or modified coverages of Raylo, shall include a provision whereby thirty (30) days written notice must be received by Eyetech prior to coverage modification, and ten (10) days written notice must be received by Eyetech prior to

15 coverage cancellation, by either Raylo or the insurer. In addition, Raylo shall promptly notify Eyetech of any cancellation or modification of such insurance coverage and of any new or modified coverage. In the case of a modification or cancellation of such coverage, Raylo shall promptly provide Eyetech with a new certificate of insurance evidencing that Raylo's coverage meets the requirements in the first sentence of this Section 7.3. 8. LIMITATION OF LIABILITY; LIQUIDATED DAMAGES. 8.1 EXCEPT WITH RESPECT TO (i) RAYLO BREACHING ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 10 HEREOF, AND (ii) EYETECH'S COSTS OF PROCURING ALTERNATE SUPPLY OF API IF RAYLO FAILS TO MEET ITS OBLIGATIONS TO SUPPLY API HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE OR OTHER INDIRECT DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, ARISING OUT OF THE MANUFACTURE, SALE, SUPPLYING OR FAILURE OR DELAY IN SUPPLYING OF THE API OR EYETECH PRODUCT OR OTHERWISE ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. 8.2 NOTHING IN THIS SECTION 8 IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION OBLIGATIONS OF RAYLO UNDER THIS AGREEMENT WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 7. 9. TERMINATION. 9.1 Initial Term; Extensions. This Agreement shall take effect as of the Effective Date and shall, unless sooner terminated pursuant to this Section 9, remain in effect until November 11, 2008 (the "Initial Term"). Upon written notice from Eyetech to Raylo on or before six (6) months prior to the expiration of the Initial Term, Eyetech shall have the right to extend the term of this Agreement for a period of up to three (3) years, as determined by Eyetech in its discretion. Eyetech shall specify the number of years for such extension in the notice provided to Raylo under this Section 9.1. Upon written notice to Raylo not later than six (6) months prior to the expiration of the term as extended by Eyetech pursuant to this Section 9.1, Eyetech shall have the further right to extend of the term of this Agreement for an additional period of up to three (3) years. Eyetech shall specify the number of years for such extension in the notice provided to Raylo under this Section 9.1. 9.2 Termination by Eyetech. (a) Eyetech Product Failure. Eyetech shall have the right to terminate this Agreement immediately, upon written notice, if Eyetech elects to abandon its efforts to commercialize the Eyetech Product. 16 (b) Failure to Obtain Licenses to Third Party Patent Rights. Eyetech shall have the right to terminate this Agreement immediately, upon written notice, if Raylo has not obtained all licenses to third party Patent Rights necessary to enable Eyetech to use and offer for sale the API in, and to import the API into, the United States and any other country in which the Amgen Patents [**] are in force. (c) Nonoccurrence of the LOU Termination Date. Eyetech shall have the right to terminate this Agreement and the LOU immediately, upon written notice, if the LOU Termination Date has not occurred on or before January 1, 2005. (d) Regulatory Changes and Infractions. Eyetech shall have the right to terminate this Agreement if the (i) United Stated Food and Drug Administration imposes requirements that require a change in the Specifications that, in Eyetech's judgment, Raylo cannot accommodate to Eyetech's reasonable satisfaction or (ii) Raylo is unable to Deliver Eyetech's requirements of API due to violation of any Applicable Legal Requirements.

(e) Change in Control of Raylo. In the event that any Person (other than Raylo, any trustee or other fiduciary holding securities under an employee benefit plan of Raylo, or any corporation owned directly or indirectly by the stockholders of Raylo in substantially the same proportion as their ownership of stock of Raylo) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of Raylo representing greater than 50% of the combined voting power of Raylo's then outstanding securities (a "Change in Control"), Eyetech may terminate this Agreement upon thirty (30) days' written notice given to Raylo at any time within six (6) months after such Change in Control. (f) Competitive Pricing. In the event that at any time during the Term after December 31, 2005, a third party other than Pfizer Inc. or an affiliate of Pfizer Inc. is able to manufacture API in accordance with the Specifications and cGMP, in at least the same quantities as those manufactured by Raylo hereunder and at a cost that is less than the price for the API currently charged Eyetech by Raylo, then Raylo shall have [**] days in which to reduce its price for the API to the price to be charged Eyetech by such third party; provided that if the third party with which Eyetech proposes to enter into such lower-cost arrangement would use a higher volume or different process than a 15mM process and Raylo agrees in writing to develop a higher volume or different process in order to achieve the required cost reduction, then Raylo shall have an additional [**] days (i.e., a total of [**] days) in which to reduce its price for the API to the price to be charged Eyetech by such third party. If Raylo fails to lower its prices, Eyetech shall have the right to terminate this Agreement immediately, upon written notice; provided that orders made by Eyetech prior to such termination would be filled by Raylo, and paid for by Eyetech, in accordance with the terms of this Agreement. 9.3 Termination for Breach; Insolvency. Either Raylo or Eyetech may terminate this Agreement immediately, without prejudice to any other remedies available 17 to it at law or in equity, by notice in writing to the other upon the occurrence of any of the following events: (a) If the other Party (the "Breaching Party") materially breaches this Agreement, and such breach is not remedied within sixty (60) days after receipt by the Breaching Party of notice identifying the breach; or (b) If the other Party ceases for any reason to carry on business, dissolves, liquidates, winds up, or files or is petitioned into bankruptcy, liquidation, rehabilitation or dissolution or becomes insolvent or fails generally to pay its debts or obligations or a petition is filed seeking the appointment of or the taking possession by a receiver, custodian, trustee or similar official. 9.4 Effect of Expiration or Termination. Upon the expiration of this Agreement at the end of the Term, or upon the termination of this Agreement by either Party pursuant to this Section 9: (a) Raylo shall promptly: (i) return to Eyetech all relevant records, materials or Eyetech Confidential Information (to the extent legal or regulatory requirements permit), including, without limitation, all manufacturing records relating to the API; (ii) return to Eyetech the Eyetech Materials then in the possession or control of Raylo or its Affiliates; and (iii) discontinue all manufacture of the API; (b) Eyetech shall promptly return to Raylo all Raylo Confidential Information (to the extent legal or regulatory requirements permit); (c) The licenses granted under Section 2.3(a) and (c) shall survive termination and the licenses granted under Section 2.3(b) shall not; (d) At Eyetech's request, and at Eyetech's expense or the expense of Eyetech's designated second or alternative source manufacturer of API, Raylo shall exercise its right under Section 2.02 of the [**] to grant a license on terms [**] designated by Eyetech at any time prior to the first anniversary of the expiration or termination of this Agreement; (e) At Eyetech's request and at Eyetech's expense, Raylo shall provide Eyetech with reasonable assistance in transferring the manufacturing activities covered by this Agreement to a third party contract manufacturer; and

(f) At Eyetech's request, Raylo shall sell to Eyetech all (i) inventory of Raw Materials then in Raylo's possession, at Raylo's out-of-pocket costs incurred in the procurement of such Raw Materials, (ii) work-in-process then in Raylo's possession, at a pro rated portion of the Negotiated Per Gram Cost reflecting Raylo's out-of-pocket costs and the work performed by Raylo prior to transfer, and (iii) API then in Raylo's possession, at the Negotiated Per Gram Cost. 9.5 Survival. The expiration or prior termination of this Agreement for whatever reason shall not affect the accrued rights of either Raylo or Eyetech arising 18 under this Agreement and Sections 2.3(a), 2.3(c), 2.3(d), 6, 7, 8, 9, 10 and 11 shall survive such expiration or termination. 10. CONFIDENTIALITY 10.1 Confidential Information. Each Party agrees that all Confidential Information disclosed to it or its Affiliates by the other Party (a) shall not be used by the receiving Party or its Affiliates except in connection with the activities contemplated by this Agreement or in order to further the purposes of this Agreement and, for the avoidance of doubt, shall not be used by the receiving Party in connection with products or services other than the API or the manufacture thereof, (b) shall be maintained in confidence by the receiving Party and its Affiliates, and (c) shall not be disclosed by the receiving Party or its Affiliates to any third party who is not an Affiliate or consultant of, or an advisor to, the receiving Party or its Affiliates without the prior written consent of the disclosing Party. Notwithstanding the foregoing provisions of this Section 10.1, (x) either Party may disclose Confidential Information of the other Party if such Party is required to make such disclosure by applicable law, regulation or legal process, including without limitation by the rules or regulations of the United States Securities and Exchange Commission (the "SEC") or similar regulatory agency in a country other than the United States or of any stock exchange or Nasdaq, in which event such Party shall provide prior notice of such intended disclosure to such other Party if possible under the circumstances and shall disclose only such Confidential Information of such other Party as is required to be disclosed and (y) the Parties (and each employee, representative, or other agent of the Parties) may disclose to any and all Persons, without limitation of any kind, the United States federal tax treatment and tax structure of the transactions set forth in this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Parties relating to such tax treatment and tax structure. 10.2 Disclosures to Employees, Consultants, Advisors, Agents and Subcontractors. Each Party agrees that it and its Affiliates shall provide Confidential Information received from the other Party only to the receiving Party's respective employees, consultants, advisors, agents and subcontractors and to the employees, consultants, advisors, agents and subcontractors of the receiving Party's Affiliates, who have a need to know such Confidential Information to assist the receiving Party in fulfilling its obligations under this Agreement, provided that Eyetech and Raylo shall each remain responsible for any failure by its and its Affiliates' respective employees, consultants, advisors, agents and subcontractors to treat such information and materials as required under Section 10.1. 10.3 Term. All obligations of confidentiality imposed under Sections 10.1 and 10.2 shall expire upon the later of (a) expiration or termination of this Agreement and (b) five (5) years after the date the applicable Confidential Information is disclosed. 11. GENERAL PROVISIONS 11.1 Independent Status of Parties. Each Party shall act as an independent contractor and shall not bind nor attempt to bind the other Party to any contract, or any 19 performance of obligations outside of this Agreement. Nothing contained or done under this Agreement shall be interpreted as constituting either Party the agent, partner or joint venturer of the other in any sense of the term

whatsoever unless expressly so stated. 11.2 Subcontracting. Raylo shall have the right to wholly or partly subcontract the activities to be performed by Raylo hereunder, provided, however, that (a) said subcontractor shall be approved in advance by Eyetech, such approval not to be unreasonably withheld, and (b) Raylo shall remain fully responsible for all of its obligations hereunder. 11.3 Publicity. Neither Party shall originate any publicity, news release or other public announcement, written or oral, relating to this Agreement without the prior written approval of the other Party except as otherwise required by law. Such approval shall not be unreasonably withheld. Upon approval and launch of the Eyetech Product, Eyetech will allow Raylo to publicly announce that Raylo is a manufacturer of API for Eyetech. 11.4 Governing Law. This Agreement shall be governed by and interpreted in accordance with, and any arbitration or court action hereunder shall apply, the laws of the State of New York, excluding (i) its conflicts of laws principles, (ii) the United Nations Convention on Contracts for the International Sale of Goods, (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods (the "1974 Convention"); and (iv) the protocol amending the 1974 Convention, done at Vienna April 11, 1980. 11.5 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration as follows: (a) A Party may submit such dispute to arbitration by notifying the other Party, in writing, of such dispute. Within thirty (30) days after receipt of such notice, the Parties shall designate in writing a single arbitrator to resolve the dispute; provided, however, that if the Parties cannot agree on an arbitrator within such 30-day period, the arbitrator shall be selected by the Minneapolis, Minnesota, USA office of the American Arbitration Association (the "AAA"). The arbitrator shall be a lawyer with biotechnology and/or pharmaceutical industry legal experience, and shall not be an Affiliate, employee, consultant, officer, director or stockholder of any Party. (b) Within thirty (30) days after the designation of the arbitrator, the arbitrator and the Parties shall meet, at which time the Parties shall be required to set forth in writing all disputed issues and a proposed ruling on the merits of each such issue. (c) The arbitrator shall set a date for a hearing, which shall be no later than forty-five (45) days after the submission of written proposals pursuant to Section 11.5(b), to discuss each of the issues identified by the Parties. The Parties shall have the right to be represented by counsel. Except as provided herein, the arbitration shall be governed by the Commercial Arbitration Rules of the AAA; provided, however, that the Federal Rules of Evidence shall apply with regard to the admissibility of evidence and the arbitration shall be conducted by a single arbitrator. 20 (d) The arbitrator shall use his or her best efforts to rule on each disputed issue within thirty (30) days after the completion of the hearings described in Section 11.5(c). The determination of the arbitrator as to the resolution of any dispute shall be binding and conclusive upon all Parties. All rulings of the arbitrator shall be in writing and shall be delivered to the Parties. (e) The (i) attorneys' fees of the Parties in any arbitration, (ii) fees of the arbitrator and (iii) costs and expenses of the arbitration shall be borne by the Parties as determined by the arbitrator. (f) Any arbitration pursuant to this Section 11.5 shall be conducted in Minneapolis, Minnesota, USA. Any arbitration award may be entered in and enforced by any court of competent jurisdiction. 11.6 No Limitation. Nothing in Section 11.5 shall be construed as limiting in any way the right of a Party to seek an injunction or other equitable relief with respect to any actual or threatened breach of this Agreement or to bring an action in aid of arbitration. Should any Party seek an injunction or other equitable relief, or bring an action in aid of arbitration, then for purposes of determining whether to grant such injunction or other equitable relief, or whether to issue any order in aid of arbitration, the dispute underlying the request for such injunction or

other equitable relief, or action in aid of arbitration, may be heard by the court in which such action or proceeding is brought. 11.7 Notices. All notices, instructions and other communications hereunder or in connection herewith shall be in writing and shall be (a) delivered personally, (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent via a reputable nationwide overnight courier service, or (d) sent by facsimile transmission, in each case to an address set forth below. Any such notice, instruction or communication shall be deemed to have been delivered upon receipt if delivered by hand, three Business Days after it is sent by registered or certified mail, return receipt requested, postage prepaid, one Business Day after it is sent via a reputable nationwide overnight courier service, or when transmitted with electronic confirmation of receipt, if transmitted by facsimile with confirmed answerback (if such transmission is on a Business Day; otherwise, on the next day following such transmission).
Notices to Raylo shall be addressed to Raylo Chemicals, Inc. 8045 Argyll Road Edmonton, Alberta Canada T6C 4A9 Phone: (780) 468-6060 Fax: (780) 472-8189 Attn: Matt Colomb Eyetech Pharmaceuticals, Inc. 500 Seventh Avenue, 18th Floor New York, New York 10018

Notices to Eyetech shall be addressed to

21
Phone: (212) 997-9241 Fax: (212) 997-9251 Attn: Chief Executive Officer With a copy to: Eyetech Pharmaceuticals, Inc. 500 Seventh Avenue, 18th Floor New York, New York 10018 Phone: (212) 997-9241 Fax: (212) 997-9251 Attn: General Counsel

Either Party may change its address by giving notice to the other Party in the manner herein provided. 11.8 Entire Agreement. This Agreement, the LOU and the Quality Agreement collectively contain the full understanding of the Parties with respect to the subject matter hereof and supersede all prior understandings and writings relating thereto. No waiver, alteration or modification of any of the provisions of such agreements shall be binding unless made in writing and signed by the Parties. 11.9 Headings. The headings contained in this Agreement are for convenience of reference only and shall not be considered in construing this Agreement. 11.10 Severability. If, under applicable law or regulation, any provision of this Agreement is invalid or unenforceable, or otherwise directly or indirectly affects the validity of any other material provision(s) of this Agreement (such invalid or unenforceable provision, a "Severed Clause"), this Agreement shall endure except for the Severed Clause. The Parties shall consult one another and use reasonable efforts to agree upon a valid and enforceable provision that is a reasonable substitute for the Severed Clause in view of the intent of this Agreement. 11.11 Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either Party without the prior written consent of the other Party, except to an Affiliate of the assigning Party or to any party who acquires all or substantially all of the capital stock or assets of the assigning Party related to the transactions contemplated in this Agreement by merger, consolidation, sale of assets or otherwise, so long as such Affiliate or other party agrees in writing to be bound by the terms of this Agreement.

11.12 Performance by Affiliates. To the extent that this Agreement imposes obligations on Affiliates of a Party, such Party agrees to cause its Affiliates to perform such obligations. Either Party may use one or more of its Affiliates to perform its obligations and duties hereunder, provided that the Parties shall remain liable hereunder for the prompt payment and performance of all their respective obligations hereunder. 11.13 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their successors and permitted assigns. 22 11.14 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of such together shall constitute one and the same instrument. 23 IN WITNESS WHEREOF, the Parties hereto have caused this Manufacturing and Supply Agreement to be executed in their names by their properly and duly authorized officers or representatives as of the date first above written. RAYLO CHEMICALS, INC. EYETECH PHARMACEUTICALS, INC.
By: /s/ J. Matthew Colomb -----------------------------------Name: J. Matthew Colomb Title: President By: /s/Paul G. Chaney ----------------------------------Name: Paul G. Chaney Title: Chief Operating Officer

November 11, 2003 24
Exhibit A Specifications -------------------------------------------------------------------------------2880 ---RAYLO CHEMICALS Form No A009 Issue 6

[**]

Product/Intermediate Specification

Supercedes None

Effective Date June 18, 2002

Page 1 of 2

Test Test Method Limit

[**]
Sampling Instructions: Sample Size: Storage Conditions: Release Validity Period: [**] [**] [**] [**]

Reserve Sample: [**] Biosample Size: [**] Sample Retention Time: [**] Sample Disposal: [**]

-------------------------------------------------------------------------------APPROVED BY SIGNATURE DATE

APPROVED BY

SIGNATURE

DATE

QUALITY CONTROL GROUP [ILLEGIBLE] May 29, 2002 LABORATORY GROUP [ILLEGIBLE] May 31, 2002 MANUFACTURING GROUP [ILLEGIBLE] May 31, 2002 QUALITY ASSURANCE GROUP [ILLEGIBLE] June 18, 2002 --------------------------------------------------------------------------------

25
2880 ---RAYLO CHEMICALS Form No A009 Issue 6

[**]

Product/Intermediate Specification

Supercedes None

Effective Date June 18, 2002

Page 2 of 2

-------------------------------------------------------------------------------CHEMICAL FORMULA STRUCTURAL FORMULA

[**] PHYSICAL DATA

[**]

[**] [**]

26 Exhibit B Eyetech Materials
--------------------------------------------------------------------------------------------------------Raylo Spec Number Company Specification Name Common u/m Quantity Name --------------------------------------------------------------------------------------------------------[**]

27 Exhibit C Minimums
2004 100% 2005 100% 2006 [**]% 2007 [**]% 2008 [**]%

28

Exhibit D Negotiated Per Gram Cost Per gram pricing shall be based on the following assumptions and formula: Maximum [**]: Will be based on the [**]. [**]: Will be the [**] during the life of this agreement [**]. [**]: Will initially be the [**] [**]: Will be [**] hereunder. [**]: Will initially be [**]. [**]. However, should Eyetech [**]. [**] Raylo will [**]. [**]: Will initially be [**]. [**]: Shall be [**]: 1- In calculation of [**]. 2- In calculation for [**]. 3- In calculation of [**]. 4- In calculation of [**]. The Formula for Per Gram Cost [**] will be in $ per gram: [**] [**] 29 Exhibit D-1 Areas of Facility Dedicated to Production for Eyetech

[Floor plan of the area divided into work and office space] 30 EXHIBIT 10.57 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. LICENSE AGREEMENT This License Agreement (the "Agreement") is effective as of December 31, 2001 (the "Effective Date") between ISIS PHARMACEUTICALS, INC., a Delaware corporation having an address at 2292 Faraday Avenue, Carlsbad, CA ("Isis") and EYETECH PHARMACEUTICALS, INC., a corporation having an address at 666 Fifth Avenue, 35th Floor, New York, NY 10103 ("EyeTech"). Isis and Eyetech may be referred to herein as the "Parties," or each individually as a "party." ARTICLE 1 DEFINITIONS Capitalized terms used herein have the meaning set forth in Exhibit A. ARTICLE 2 SCOPE OF LICENSE 2.1 Grant. Subject to the terms of this Agreement and during the Term, Isis grants to EyeTech a non-exclusive license under the Licensed Patent Rights to make, have made, use and sell EYE001 worldwide. The license is sublicensable. ARTICLE 3 LICENSE FEES AND ROYALTIES 3.1 Fees and Royalties. EyeTech will pay to Isis the fees, milestones and royalties set forth in this Article 3. 3.1.1 License Fees. EyeTech will pay an initial, irrevocable and non-refundable license fee of $2,000,000 (the "License Fee") to Isis, $1,000,000 of which will be paid upon execution of this Agreement and $1,000,000 of which will be paid upon the earlier of (i) the date of the AMD Completed Patient Enrollment, or (ii) July 31, 2002.
3.1.2 to Isis: a. For the initial indication of age-related macular degeneration for EYE001: [**] For each additional therapeutic indication for EYE001: [**] Milestones. EyeTech will pay the following milestones

b.

2 3.1.3

[EXECUTION COPY]

Royalties on EYE001. EyeTech will pay Isis a royalty

of [**] on Net Sales of EYE001 when the manufacture, use or sale of EYE001 would infringe the Licensed Patent Rights. ARTICLE 4 PAYMENTS AND REPORTS

PAYMENTS AND REPORTS 4.1 Payment. Royalty payments will be due every three (3) months beginning with the first commercial sale of EYE001 (each such 3-month period a "Reporting Period") and will be paid within sixty (60) days of the close of each Reporting Period. Each royalty payment will be accompanied by a statement of the amount of Net Sales and all adjustments thereto during such Reporting Period. 4.2 Mode of Payment. EyeTech will make all payments required under this Agreement in U.S. Dollars. The payments due on the sale of EYE001 received outside the United States will be translated using exchange rates published in the Wall Street Journal on the last day of the Reporting Period in question. 4.3 Records Retention. EyeTech and its sublicensees will keep complete and accurate records pertaining to the sale of EYE001 and covering all transactions from which the Net Sales are derived for a period of thirty-six (36) months after the year in which such Net Sales were received, and in sufficient detail to permit Isis to confirm the accuracy of royalty calculations hereunder. 4.4 Audit Request. No more than once each calendar year and at the request of Isis, EyeTech will permit an independent, certified public accountant appointed by Isis and acceptable to EyeTech, at reasonable times and upon reasonable notice, to examine those records and all other material documents relating to or relevant to Net Sales in the possession or control of EyeTech, for a period of two (2) years after such royalties have accrued, as may be necessary to: (a) determine the correctness of any report or payment made under this Agreement; or (b) obtain information as to the royalties payable for any Reporting Period in the case of EyeTech's failure to report or pay pursuant to this Agreement. Said accountant will not disclose to Isis any information other than information relating to said reports, royalties, and payments and will disclose such information in a format agreed upon by the parties that will ensure that no confidential information of EyeTech is disclosed. Results of any such examination will be made available to both parties. The fees charged by the public accountant conducting the audit will be paid for by Isis, provided that, if the audit determines that the additional royalties payable by EyeTech for an audited period exceed [**] of the royalties actually paid for such period, then EyeTech will pay the fees and expenses charged by such accounting firm.

3 [EXECUTION COPY] ARTICLE 5 PATENTS, INFRINGEMENT AND ENFORCEMENT 5.1 Patent Prosecution and Maintenance. Isis will have the right and responsibility to prosecute and/or maintain the Licensed Patent Rights in any country at its own expense. If ISIS decides to discontinue the prosecution or maintenance of any Licensed Patent Right entirely or in a particular country, it will inform EyeTech thereof with sufficient time for EyeTech to assume the prosecution or maintenance of such Licensed Patent Right, and EyeTech may assume such prosecution or maintenance if such Licensed Patent Right provides a substantial competitive advantage to EyeTech with respect to EYE001 in the applicable country. If Isis has granted similar rights to third parties, EyeTech's rights under this section 5.1 will be shared equally with such third parties. ARTICLE 6 REPRESENTATIONS AND WARRANTIES 6.1 Isis Representation and Warranty. Isis warrants that it has the lawful right to grant the license made the subject of this Agreement. Except as expressly stated in this section, Isis makes no other representations of any kind or nature whatsoever. ISIS MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY OR NONINFRINGEMENT REGARDING OR WITH RESPECT TO THE LICENSED PATENTS. Without limiting the generality of the foregoing, nothing in this Agreement will be construed as (a) a warranty or representation by Isis as to validity or scope of the Licensed Patent Rights or (b) a warranty or representation that anything made, used, sold or otherwise disposed of under the license is or will be free from infringement of third party rights. 6.2 EyeTech Representations and Warranties. EyeTech represents and warrants to Isis that EyeTech has the

power and authority to execute, deliver and perform this Agreement, and this Agreement is a valid and binding obligation of EyeTech, enforceable in accordance with its terms. ARTICLE 7 INDEMNITY 7.1 EyeTech agrees to indemnify, hold harmless and defend Isis, its officers, directors, employees and agents, from and against any and all claims, suits, losses, damages, costs, fees and expenses (collectively, "Claims") resulting from or arising out of (a) the development, manufacture, storage, sale or other distribution or any other use of EYE001 by EyeTech, its affiliates, sublicensees, agents and representatives or use by end users and other third parties of EYE001; and (b) EyeTech's breach of any representation or warranty herein. 7.2 In all cases where Isis seeks indemnification from EyeTech under this Article 7, Isis will promptly notify EyeTech of receipt of any claim or lawsuit covered by

4 [EXECUTION COPY] such indemnification obligation and will cooperate fully with EyeTech in connection with the investigation and defense of such claim or lawsuit. EyeTech will have the right to control the defense, with counsel of its choice, provided that Isis will have the right to be represented by advisory counsel at its own expense. Neither party will settle or dispose of the matter in any matter that could negatively and materially affect the rights or liability of the other party without the prior written consent of such party, which will not be unreasonably withheld or delayed. ARTICLE 8 TERM AND TERMINATION 8.1 Term. This Agreement will commence as of the Effective Date and continue until the last Licensed Patent Rights expire (the "Term"). 8.2 Termination for Breach. Notwithstanding anything to the contrary herein, a party may terminate this Agreement in the event that the other party (the "Defaulting Party") materially breaches its obligations hereunder and fails to cure such breach within ninety (90) days of receipt of written notice thereof (which notice will specify the breach in reasonable detail and demand it be cured) (or, if such breach cannot be cured in such ninety (90) day period, if the Defaulting Party does not commence and diligently continue (until completed) actions to cure such default). Such termination will be without prejudice to the non-Defaulting Party's other rights under this Agreement, or any of its other rights or remedies available to it by law or in equity. 8.3 Termination by EyeTech. Notwithstanding anything contained herein to the contrary, EyeTech has the right to terminate this Agreement at any time in its sole discretion by giving ninety (90) days advance written notice to ISIS; provided, that at the time of such termination EyeTech is not conducting (and does not intend to conduct) itself in a manner that would, but for the license granted in Article 2 of this Agreement, infringe the Licensed Patent Rights. In the event of such termination by EyeTech, EyeTech will still be obligated to pay any amounts due to Isis hereunder which, but for the lapse of time, will be owed to Isis, including the unpaid portion of the License Fee. Notwithstanding Section 3.1.1 above, any unpaid portion of the License Fee will be immediately due and payable upon such termination. 8.3 Effect of Termination. Upon the termination of this Agreement for any reason, all rights licensed to EyeTech will revert to Isis. 8.4 Accrued Rights, Surviving Rights and Obligations. Termination or expiration of this Agreement for any reason will be without prejudice to any rights that will have accrued to the benefit of either party prior to such termination or expiration. Such termination or expiration will not relieve either party from obligations that are expressly indicated to survive termination or expiration of this Agreement including, without limitation, EyeTech's obligation to pay all royalties that will have accrued hereunder. Without limiting the foregoing, the parties' rights and obligations under Articles 4, 6 and 7, and section 8.3 will likewise survive termination or expiration of this Agreement.

5 [EXECUTION COPY] ARTICLE 9 MISCELLANEOUS 9.1 Relationship of the Parties. Nothing in this Agreement is intended to create, or creates, a partnership or joint venture relationship between the parties. The relationship between the parties hereunder is that of independent contractors. 9.2 Successors and Assigns. Except as otherwise provided herein, this Agreement may not be assigned by a party without the prior written consent of the other, provided, however, that either party may assign this Agreement to any successor by merger or to the purchaser of all or substantially all of its assets provided that the party will remain liable and responsible for the performance and observance of all of its duties and obligations hereunder. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective permitted successors and assigns any rights, remedies, obligations or liabilities under this Agreement. 9.3 Governing Law. This Agreement will be governed by and construed under the laws of the State of Delaware without giving effect to its conflict of laws rules. 9.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be decreed an original, but all of which together will constitute one and the same instrument. 9.5 Compliance With Laws. Both parties will comply with all applicable laws, rules and regulations pertaining to the development, testing, manufacture, marketing and import or export of EYE001 and will, as appropriate, include similar provisions in any sublicense agreements requiring sublicensees to do the same. 9.6 Notices. Unless otherwise provided, any notice required or permitted under this Agreement will be given in writing and will be deemed effectively given upon personal delivery to the party to be notified or five (5) days after upon deposit with the United States Post Office by registered or certified mail, postage prepaid or through a major courier (such as Federal Express, DHL or UPS), or sent by facsimile, and addressed to the party to be notified at the address set forth below.
To Isis: Isis Pharmaceuticals, Inc. 2292 Faraday Avenue Carlsbad, CA 92008 Attn: Executive Vice President Fax: 760-931-3861 Phone: 760-603-2707 General Counsel Fax: 760-603-3820

with copies to:

6 To EyeTech:

[EXECUTION COPY]

EyeTech Pharmaceuticals, Inc. 666 Fifth Avenue 35th Floor New York, NY 10103 Attn: Chief Executive Officer Fax: 212-582-2645 Phone: 212-582-8376 General Counsel Amendments and Waivers. Any term of this Agreement may be

with copies to: 9.7

amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Isis and EyeTech. The waiver by either of the parties of any breach of any provision hereof by the other party shall not be construed to be a

waiver of any succeeding breach of such provision or a waiver of the provision itself. 9.8 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision will be excluded from this Agreement and the balance of the Agreement will be interpreted as if such provision were so excluded and will be enforceable in accordance with its terms. 9.9 Force Majeure. No party will be deemed to be in default of this Agreement to the extent the performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, war, fire, natural disaster, accident, act of government, or any other cause beyond the reasonable control of such party, if the party affected will give prompt notice of any such event to the other party. In the event of such a force majeure event, the time for performance or cure will be extended for the period equal to the duration of such force majeure event but not in excess of six (6) months. 9.10 Entire Agreement. This Agreement is the entire agreement of the parties with respect to the subject matter hereof, and any previous agreements, discussions or understandings, whether written or oral, are hereby merged herein. 9.11 Press Release. EyeTech and Isis agree that each Party may issue a press release. The Parties will confer on such press releases, to review and comment and incorporate the other Party's reasonable comments and suggestions prior to issuance of such press release.

7 [EXECUTION COPY] IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
ISIS PHARMACEUTICALS, INC. By: /s/ B. Lynne Parshall --------------------------------Name: B. Lynne Parshall Title: Executive Vice President EYETECH PHARMACEUTICALS, INC. By: /s/David Guyer ------------------------------Name: David Guyer Title: Chief Executive Officer

8

[EXECUTION COPY]

EXHIBIT A DEFINITIONS 1. "AMD Completed Patient Enrollment" means the completion of enrollment of that number of patients in EyeTech's Pivotal Phase II/III clinical trial program that is necessary to gain Food and Drug Administration regulatory approval of EYE001 for the treatment of the wet form of age-related macular degeneration. 2. "Major Market" means Canada, any European Community member country, Japan or the United States. 3. "Manufacturing Process" means the process steps [**] set forth in master batch records for EYE001 in the version existing as of the Effective Date, including reasonable minor variants and extensions of process steps thereof. 4. "Net Sales" will mean the gross invoice price of EYE001 sold by EyeTech, its affiliates and sublicensees to a third party less the following items: (i) trade discounts, credits or allowances, (ii) credits or allowances additionally granted upon returns, rejections or recalls (except where any such recall arises out of EyeTech's or sublicensee's gross negligence, willful misconduct or fraud), (iii) freight, shipping and insurance charges, (iv) taxes, duties or other governmental tariffs (other than income taxes) and (v) government-mandated rebates. EyeTech, its affiliates or sublicensees will be treated as having sold EYE001 for an amount equal to the fair market value of EYE001 if: (a) EYE001 is used

by EyeTech, its affiliates or sublicensees without charge or provision of invoice, or (b) EYE001 is provided to a third party by EyeTech, its affiliates or sublicensees without charge or provision of invoice and used by such third party. 5. "EYE001" means EyeTech's EYE001 NX1838 non-antisense therapeutic product (or any product containing EyeTech's EYE001 NX1838 non-antisense therapeutic product for the treatment of ophthalmic conditions. EYE001 will also include any minor chemical modification to EYE001 NX1838. 6. "Patent" or "Patents" means (a) patent applications (including provisional applications and applications for certificates of invention); (b) any patents issuing from such patent applications (including certificates of invention); (c) all patents and patent applications based on, corresponding to, or claiming the priority date(s) of any of the foregoing; and (d) any substitutions, extensions (including supplemental protection certificates), registrations, confirmations, reissues, divisionals, continuations, re-examinations, renewals and foreign counterparts thereof. 7. "Licensed Patent Rights" means all Patents owned by Isis or controlled by Isis through the Term which Isis has the right to sublicense and such sublicense does not create any obligation to any third party, which claim or cover [**]. 8. "Reporting Period" has the meaning set forth in Section 4.1. 9. "Term" has the meaning set forth in Section 8.1.

EXHIBIT NO. 10.58 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. MANUFACTURING AND SUPPLY (FILL AND FINISH) AGREEMENT BETWEEN EYETECH PHARMACEUTICALS, INC. AND GILEAD SCIENCES, INC. DATED AS OF NOVEMBER 26, 2003

TABLE OF CONTENTS
1. DEFINITIONS......................................................................................... 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 Affiliate...................................................................................... Agreement...................................................................................... Annual Minimum Volume.......................................................................... API............................................................................................ Applicable Law................................................................................. Business Day................................................................................... cGMP........................................................................................... Claim or Proceeding............................................................................ Commercial Launch.............................................................................. Controlt...................................................................................... Environmental Laws............................................................................ Environmental Losses.......................................................................... Eyetech Indemnified Party..................................................................... Eyetech Product Intellectual Property......................................................... Facility......................................................................................

1.16 1.17 1.18 1.19 1.20 1.21 1.22 1.23 1.24 1.25 1.26 1.27 1.28 1.29 1.30 1.31 1.32 1.33 1.34 1.35 1.36 1.37 1.38 1.39 1.40 1.41 1.42 1.43 1.44 1.45

FDA........................................................................................... FDA Act....................................................................................... Gilead Indemnified Party...................................................................... Governmental Authority........................................................................ Hazardous Materials........................................................................... Hazardous Waste............................................................................... Information................................................................................... Initial Term.................................................................................. Inspection Period............................................................................. Intellectual Property......................................................................... Laws.......................................................................................... Losses........................................................................................ Manufacturing................................................................................. Purchase Order................................................................................ Person........................................................................................ Price......................................................................................... Product....................................................................................... Product Materials............................................................................. Product Supplement............................................................................ Product Warranty.............................................................................. Quality Agreement............................................................................. Quantitative Defects.......................................................................... Recall........................................................................................ Regulatory Approvals.......................................................................... Specifications................................................................................ Release....................................................................................... Sublicensee................................................................................... Term.......................................................................................... Territory..................................................................................... Waste.........................................................................................

2. SUPPLY REQUIREMENTS; ORDERS; SHIPMENT AND DELIVERY TERMS; REPORTS; ALTERNATIVE SUPPLY............... 2.1. Agreement to Supply...........................................................................

2
2.2. 2.3. 2.4 2.5. 2.6. 2.7. 2.8. 2.9. 2.10. Use of Facility, Equipment, Molds and Tooling................................................. Current Production Guidelines; Capacity....................................................... Forecasts and Orders.......................................................................... Standard Forms................................................................................ Procurement and Approval of Raw Materials..................................................... Supply of API................................................................................. Product Samples............................................................................... Alternative Supply............................................................................ Start Up Activities...........................................................................

3. SHIPMENT AND DELIVERY TERMS; REPORTS................................................................ 3.1. 3.2. Shipment Reports.............................................................................. Delivery/Shipping Instructions/Risk of Loss...................................................

4. PRICE; PAYMENT; PRICE ADJUSTMENTS; TAXES............................................................ 4.1. 4.2. 4.3. 4.4. 4.5. Purchase Price; Yield Adjustments............................................................. Price Adjustments............................................................................. Invoices...................................................................................... Payment....................................................................................... Taxes.........................................................................................

5. MANUFACTURING STANDARDS AND QUALITY ASSURANCE....................................................... 5.1. 5.2. 5.3. 5.3. 5.5. 5.6. 5.7. 5.8. 5.9. 5.10. 5.11. 5.12. 5.13. 5.14. 5.15. 5.16. Manufacturing Standards....................................................................... Modifications in Specifications............................................................... Pest Control.................................................................................. Storage and Handling.......................................................................... Maintenance of Facility, Equipment and Molds.................................................. Legal and Regulatory Filings and Requests..................................................... Analysis of Materials......................................................................... Quality Tests and Checks...................................................................... Non-complying Product......................................................................... Responsibility for Rejected and Non-Complying Product......................................... Disposal of Rejected and Non-Complying Product and Product Materials.......................... Maintenance and Retention of Records.......................................................... Quantitative Defects; Rejection of Product; Disposal of Rejected Shipments.................... Customer Complaints and Inquiries............................................................. Government Inspections, Seizures and Recalls.................................................. Quality Agreement.............................................................................

5.17. 5.18 5.19. 5.20. 5.21.

Manufacturing Committee....................................................................... Audits and Inspections........................................................................ Diversion Issues.............................................................................. Notice of Material Events..................................................................... Survival......................................................................................

6. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS......................................................... 6.1. 6.2. 6.1. 6.4. Representations and Warranties of Gilead...................................................... Representations and Warranties of Eyetech..................................................... No Other Waranties............................................................................ Survival......................................................................................

7. ENVIRONMENTAL REPRESENTATIONS, WARRANTIES AND COVENANTS............................................. 7.1. 7.2. 7.3. Compliance with Environmental Laws............................................................ Permits, Licenses and Authorization........................................................... Hazardous Materials and Waste.................................................................

3
7.4. 7.5. 7.6. 7.7. 7.8. Generation of Hazardous Wastes................................................................ Diversion Issues.............................................................................. Health and Safety Procedure................................................................... Training...................................................................................... Survival......................................................................................

8. OWNERSHIP; TRADEMARKS; PROPRIETARY INFORMATION...................................................... 8.1. 8.2. 8.3. 8.4. 8.5. Eyetech's Ownership of Intellectual Property; Eyetech Technology and Information.............. Ownership of Other Property................................................................... Limited Right to Use.......................................................................... License....................................................................................... Survival......................................................................................

9. INDEMNIFICATION; LIMITATIONS OF LIABILITY........................................................... 9.1. 9.2. 9.3. 9.4. 9.5. Indemnification of Eyetech.................................................................... Eyetech's Indemnification of Gilead........................................................... Assertion of Claim............................................................................ Limitation of Liability....................................................................... Survival......................................................................................

10. INSURANCE.......................................................................................... 10.1. 10.2. 10.3. Insurance.................................................................................... Coverage..................................................................................... Certificates of Insurance; Maintenance of Coverage...........................................

11. Title, Risk of Loss and Reimbursement.............................................................. 11.1. 11.2. 11.3. 12. Testing...................................................................................... Title and Risk of Loss....................................................................... Reimbursement for Loss of API; Non-Complying Product.........................................

CONFIDENTIAL INFORMATION.......................................................................... 12.1. 12.2. 12.3. 12.4. 12.5. Confidential Information..................................................................... Exceptions................................................................................... Return or Destruction........................................................................ Terms of Agreement........................................................................... Survival.....................................................................................

13. TERM, TERMINATION.................................................................................. 13.1. 13.2. 13.3. 13.4. 13.5. Initial Term; Term........................................................................... Termination by Eyetech....................................................................... Termination by Gilead........................................................................ Effect of Termination........................................................................ Return of Materials, etc. Supplied by Eyetech................................................

14. FORCE MAJEURE; COMPETING PRODUCT................................................................... 14.1. 14.2. Force Majeure................................................................................ Competing Product............................................................................

15. MISCELLANEOUS......................................................................................

15.1. 15.2. 15.3. 15.4.

Relationship of the Parties.................................................................. Successors and Assigns....................................................................... Notice....................................................................................... Entire Agreement.............................................................................

4
15.5. 15.6. 15.7. 15.8. 15.9. Severability................................................................................. Waiver....................................................................................... Headings..................................................................................... Counterparts................................................................................. Governing Law................................................................................ 41 42 42 42 42

5 MANUFACTURING AND SUPPLY AGREEMENT MANUFACTURING AND SUPPLY AGREEMENT dated as of November 26, 2003 ("Effective Date"), by EYETECH PHARMACEUTICALS, INC., a Delaware corporation having its principal office located at 500 Seventh Avenue, 18th Floor, New York, NY 10018 (hereinafter "Eyetech") and GILEAD SCIENCES, INC., a Delaware corporation having its principal place of business at 333 Lakeside Drive, Foster City, CA 94404 (hereinafter "Gilead"). WITNESSETH: WHEREAS, Eyetech desires to have Gilead manufacture and supply Eyetech with certain quantities of Product; WHEREAS, Gilead desires to manufacture and supply to Eyetech with such quantities of Product; and WHEREAS, the parties are willing to carry out the foregoing pursuant to the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of these premises and the covenants, agreements, representations and warranties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows.: SECTION 1. DEFINITIONS. As used in this Agreement, the following defined terms shall have the meanings set forth below. 1.1 "Affiliate" shall mean, with respect to any Person other than a natural person, any corporation or other business entity that either directly or indirectly, controls such Person, is controlled by such Person, or is under common control with such Person. For purposes of this definition, the term "control" means the possession of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of more than fifty percent (50%) of voting securities, by contract or otherwise. 1.2 "Agreement" shall mean this Manufacturing and Supply Agreement and all attachments hereto as the same may be amended, supplemented or otherwise modified from time to time. 1.3 "Annual Minimum Percentage" shall mean, subject to Sections 2.3(b), 2.4(f)(iii) and 2.9(b), the minimum percentage of Eyetech's total orders (on a unit basis) from all sources for Product for distribution in the Territory that are scheduled for delivery during a calendar year that Eyetech is obligated to order from Gilead, for any calendar years that such minimum percentage is set forth in the Product Supplement.

1.4 "API" shall mean the bulk active substances specified in clauses (a) and (b) of the definition of "Product", as used to Manufacture the Product.

1.5 "Applicable Laws" shall mean all Laws applicable to Manufacture of Products for the Territory by Gilead at the Facility (including ingredients, testing, storage, handling, intermediates, bulk and finished products), including without limitation cGMP and any Environmental Laws. 1.6 "Business Day" shall mean any day other than Saturday, Sunday or any day on which banks located in New York, New York are authorized or obligated to be closed. 1.7 "cGMP" shall mean all applicable current good manufacturing practices for pharmaceutical products promulgated by any Governmental Authority having jurisdiction in the form of laws, regulations, (as applicable to pharmaceutical products and ingredients) as the same may be updated, supplemented or amended from time to time, as applicable to Products. 1.8 "Claim or Proceeding" shall mean any third party claim, demand, action, suit, proceeding or arbitration including any Governmental Authority investigation. 1.9 "Commercial Launch" shall mean the first day which Eyetech, the Sublicensee, or one of their respective Affiliates makes a commercial sale of the Product following Regulatory Approval in the Territory. 1.10 "Control", "Controls" and "Controlled" mean, with respect to a particular item of information or intellectual property right, that the applicable party owns or has a license to such item or right and has the ability to grant to the other party access to and a license or sublicense (as applicable) under such item or rights as provided for herein without violating the terms of any agreement or other arrangement with any third party existing as of the Effective Date. 1.11 "Environmental Laws" shall mean all Laws whether currently in existence or hereafter promulgated, enacted, adopted or amended, relating to safety, preservation or protection of human health and the environment and/or relating to the handling, treatment, transportation or disposal of Waste including any matters related to Spills and threatened Spills of materials and substances. 1.12 "Environmental Losses" shall mean any and all fines, penalties, costs, liabilities, damages or losses incurred by Eyetech, an Affiliate of Eyetech, or the Sublicensee, or for which Eyetech, an Affiliate of Eyetech, or the Sublicensee is liable or obligated pursuant to any Environmental Laws arising out of any violation of any Environmental Laws by Gilead that occurs in the course of or results from the Manufacture of Product. 1.13 "Eyetech Indemnified Party" shall have the meaning set forth in Section 9.1. 1.14 "Eyetech Product Intellectual Property" shall mean any Intellectual Property Controlled by Eyetech that covers the Manufacture of Product by Gilead pursuant to this Agreement or that is otherwise necessary or useful for such Manufacture. 2 1.15 "Facility"" shall mean Gilead's manufacturing facilities located at 502 Covina Boulevard, San Dimas, California and (for storage only) 542 Covina Boulevard, San Dimas California, and, subject to Eyetech's prior written approval, such other facilities of Gilead used in (a) the Manufacture of Product or (b) storage of Product Materials and Product. 1.16 "FDA" shall mean the United States Food and Drug Administration or any successor agency. 1.17 "FDA Act" shall mean the United States Food, Drug and Cosmetic Act, as amended. 1.18 "Gilead Indemnified Party" shall have the meaning set forth in Section 9.2. 1.19 "Governmental Authority" shall mean any duly authorized court, tribunal, arbitrator, agency, commission, official or other instrumentality of any federal, state, province, county, city or other political subdivision, domestic or foreign.

1.20 "Hazardous Materials" shall mean any pollutant, contaminant, hazardous or toxic substance, constituent or material, including petroleum products and their derivatives, or other substances generated or utilized in the course of Manufacture, whether or not regulated under or pursuant to any Environmental Law. 1.21 "Hazardous Waste" shall mean waste arising from the Manufacture of the Product, that is defined in, or which may be determined to be hazardous waste under, any Environmental Laws. 1.22 "Information" shall have the meaning set forth in Section 12.1. 1.23 "Initial Term" shall have the meaning set forth in Section 13.1. 1.24 "Inspection Period" shall have the meaning set forth in Section 5.13(b). 1.25 "Intellectual Property" shall mean (a) any processes, trade secrets, inventions, know-how, industrial models, designs, methodologies, drawings, formulae, procedures, techniques, clinical data or technical or other information or data, manufacturing, engineering and technical drawings, and (b) registered trade marks, trade mark applications, unregistered marks, trade dress, trade names, brand names, copyrights, patents, patent applications, and any and all provisionals, divisions, continuations, continuations in part, extensions, substitutions, renewals, registrations, revalidations, reissues or additions, including supplementary certificates of protection, of or to any of the aforesaid patents and patent applications, and all foreign counterparts of any, or to any, of the aforesaid patents and patent applications. 1.26 "Laws" shall mean any law, statute, rule, regulation, ordinance or other pronouncements of any Governmental Authority having the effect of law, promulgated by any Governmental Authority having jurisdiction in the Territory. 3 1.27 "Losses" shall mean any and all damages, judgments, liabilities, fines, fees, settlements, payments, obligations, penalties, deficiencies, losses, costs and expenses (including Environmental Losses, interest, court costs, reasonable fees of attorneys, accountants and other experts and other reasonable expenses of litigation or other proceedings or of any claim, default or assessment). 1.28 "Manufacturing" shall mean the warehousing of Product Materials and API after receipt thereof, compounding, component preparation, incoming and outgoing quality control and other procedures, or any part thereof, involved in manufacturing Product from the Product Materials and API and packing such Product in accordance with the Specifications, which shall include the procedures of filling, inspecting, individual and/or bulk syringe container labeling, individual and/or bulk syringe container packaging (e.g. bagging, sealing, primary and/or secondary packaging) and shipping of individual and/or bulk syringes, and warehousing such Product in accordance with the Specifications, until delivery by Gilead in accordance with this Agreement. The terms "Manufacture", "Manufactured", "Manufacturing", in this Agreement shall have the identical meaning. 1.29 "Order" shall mean a written form submitted by Eyetech pursuant to Sections 2.4(b) and (e) and in accordance with the terms of this Agreement to Gilead authorizing the Manufacture of Product. 1.30 "Person" shall mean any natural person, entity, corporation, general partnership, limited partnership, proprietorship, other business organization, trust, union, association or Governmental Authority. 1.31 "Price" shall mean the price set forth in the relevant Product Supplement to be charged by Gilead for Product Manufactured and supplied hereunder as delivered to Eyetech. 1.32 "Product" shall mean a filled syringe intended to be used for injections directly into a patient's eye (i.e., not for use with any drug delivery system not requiring direct injections into a patient's eye) and packaged as set forth in the applicable Specifications that contains a quantity of either (a) the anti-VEGF aptamer know as "Macugen" or "EYE001", or (b) any metabolite or prodrug of such aptamer or any hydrate, conjugate, salt, ester, isomer, polymorph or analogue of any of the foregoing, either alone or in combination with one or more other therapeutically active substances, that is added to this Agreement as a "Product" pursuant to Section 2.1(b), in each of case (a) or (b) as stated in the applicable Specifications.

1.33 "Product Materials" shall mean the excipients with which API is combined to manufacture Product, syringes, plungers, packaging (e.g. bagging, sealing, primary and/or secondary packaging) and miscellaneous bulk shipping materials. 1.34 "Product Supplement" shall mean the mutually agreed Product-specific supplement attached to this Agreement as Attachment 1 that specifies requirements for Manufacture of such Product in addition to the Specifications and cGMP. Attachment 1 may be amended in writing from time to time upon written agreement of both parties, including without 4 limitation to add requirements for Manufacture, Specifications and cGMP requirements for additional Products. 1.35 "Product Warranty" shall have the meaning given such term in Section 6.1(a)(i)(B). 1.36 "Quality Agreement" shall mean those supplemental quality provisions set forth in the Quality Agreement between Gilead and Eyetech relating to the Product executed prior to or concurrently with this Agreement and incorporated herein by reference, as the same may be amended or modified from time to time as set forth therein. 1.37 "Quantitative Defects" shall mean defects in a shipment of Product such that the shipment (as delivered pursuant to Section 3.2) has less than the invoiced amount of Product for such shipment. 1.38 "Recall" shall mean a "recall", "correction" (i.e. a field or market correction) or "market withdrawal" (i.e. a withdrawal from the market not requiring notification to the FDA) and shall include any post-sale warning or mailing of information. 1.39 "Regulatory Approval" shall mean approval of a New Drug Application (or equivalent thereof) issued by the FDA as required for marketing of the Product in the Territory. 1.40 "Specifications" shall mean the specifications for the Manufacture and shipping, of the Product, including all formulae, Product Materials requirements, analytical procedures and standards of quality control and quality assurance, which are attached hereto as Exhibit A to Attachment 1, and as such Specifications may be amended, supplemented or otherwise modified by the parties in accordance with Section 5.2 hereof. 1.41 "Spill" shall mean any spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment, including the movement of Hazardous Materials through the ambient air, soil, subsurface water, groundwater, wetlands, lands or subsurface strata. 1.42 "Sublicensee" shall mean Eyetech's co-promotion partner, Pfizer Inc. and its Affiliates. 1.43 "Term" shall have the meaning set forth in Section 13.1. 1.44 "Territory" shall mean the United States of America, including its territories, possessions and Puerto Rico. 1.45 "Waste" shall mean all wastes that arise from Manufacture of Product hereunder, including Hazardous Waste. The definitions in this Section 1 shall apply equally to both the singular and plural forms of the terms defined. As used in this Agreement, (i) the words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation"; (ii) the words 5 "hereof", "herein", "hereby" and derivatives or similar words refer to this entire Agreement; (iii) all references to Sections and Attachments shall be deemed references to Sections of this Agreement and Attachments to this Agreement unless the context shall otherwise require; and (iv) whenever this Agreement refers to a number of days, such number shall refer to calendar days unless otherwise specified.

SECTION 2. SUPPLY REQUIREMENTS; ORDERS; ALTERNATIVE SUPPLY. 2.1. Agreement to Supply. (a) During the Term of this Agreement and subject to the provisions of this Agreement, including the forecasting and ordering provisions, Gilead shall Manufacture and supply, exclusively to Eyetech, quantities of the Product identified in Section 1.32 for the Territory that are covered by Orders submitted by Eyetech in accordance with the terms of this Agreement. (b) Upon mutual agreement, the parties may include additional Products under this Agreement by executing and delivering additional Product Appendices, whereupon the definition of "Product" shall be expanded to include the product(s) included in such new Product Appendix. Any such additional Product Appendices shall be governed by and made a part of this Agreement. Gilead shall Manufacture and supply, exclusively to Eyetech, quantities of such additional Products for the Territory that are covered by Orders submitted by Eyetech in accordance with the terms of this Agreement. (c) Both Gilead and Eyetech acknowledge the fact that the Product is in the developmental phase of the product life cycle and there is no certainty that the Product will be commercialized, as certain data and information will become available as the project progresses which may cause Eyetech, or the Sublicensee, to decide that the Product is not commercially viable in the United States or the FDA to decide the Product is not sufficiently safe or efficacious enough for its intended use to satisfy requirements for issuance of a Regulatory Approval therefor in the Territory. For the avoidance of doubt, nothing in this agreement obligates Eyetech to proceed with any commercial activities if Eyetech should chose not to commercialize the Product in the Territory, provided that it exercises its right to terminate this Agreement in compliance with Section 13.2(f). 2.2. Use of Facility, Equipment, Molds and Tooling. (a) All Manufacturing shall be carried out by Gilead, at its Facility utilizing equipment, molds and tooling in the manner set forth in the Specifications. (b) Eyetech will purchase and pay for the equipment to be used for Manufacture of the Product that Gilead does not currently own or lease (such equipment, which is identified in Attachment 2 hereto, together with any additional equipment so designated as set forth below in this Section 2.2(b), the "Critical Equipment"). Any such Critical Equipment will be delivered to the Facility and placed as designated by Gilead and dedicated to Manufacture of the Product, 6 provided, however, that Eyetech will retain title to the Critical Equipment. Eyetech will fund the acquisition of replacement parts necessary for the repair of the Critical Equipment and Gilead will fund and provide routine maintenance, upkeep, cleaning and requalifications of the Critical Equipment. Gilead will provide the space for the Critical Equipment rent free in Facility and will be responsible for costs associated with the operation of the space. The parties acknowledge that certain expansions to the Facility, and the acquisition of certain additional equipment, which upon such acquisition and delivery to the Facility shall be designated "Critical Equipment" for purposes of this Agreement, that are the subject of the building and equipment improvement plan and budget attached to this Agreement as Attachment 2-A will be necessary for Gilead's performance under this Agreement and that Eyetech shall fund such Facility expansions and equipment acquisitions as determined by the Manufacturing Committee in accordance with Section 5.17(d)(iii). Upon termination of this Agreement, or upon Gilead's ceasing to use the Critical Equipment for production of the Product, Gilead will cooperate reasonably with Eyetech to arrange for the prompt removal on a reasonable schedule of such Critical Equipment and to take such other steps as reasonably necessary for Eyetech to protect its ownership of the Critical Equipment (and as agreed to in that certain Master Security Agreement No. 4134080 dated July 26, 2002 among General Electric Capital Corporation, Eyetech and Gilead with respect to the Syringe Filler referred to therein). 2.3. Current Production Guidelines; Capacity. (a) The Product Supplement sets forth Eyetech's initial good faith non-binding (except as otherwise set forth in Section 2.4(i)) five (5) year forecast of its Orders for Product from Gilead on a calendar year basis (as updated

annually, the "Planning Forecast"). The first year of each Planning Forecast will include planned Orders on a unit basis and a monthly basis. During the Term, Eyetech shall update such Planning Forecast on an annual basis on or before July 1 of the first year of such Planning Forecast and shall include in each such update a forecast for an additional year commencing at the end of the existing Planning Forecast (if such additional year would fall within any portion of the Term then remaining). Subject to the terms hereof, Gilead shall devote adequate manufacturing capacity to be capable of producing and supplying Eyetech (and/or its Affiliates or designees) during a calendar year [**] percent ([**]%) of the quantity of Product stated in the Planning Forecast for such calendar year ("Order Limit"). (b) Eyetech will promptly notify Gilead of any potential increases in Eyetech's Orders for Product over the quantities stated in the Planning Forecast. If requested by Eyetech at least one (1) year in advance of the applicable calendar year, the parties will discuss in good faith any potential adjustment of manufacturing capacity at Gilead necessary to accommodate Orders for Product in a calendar year in excess of the applicable Order Limit for such calendar year. Gilead will make any capacity adjustment to accommodate such increased Orders in accordance with the parties' agreement as to the process, schedule, and appropriate compensation, investment or payment by Eyetech therefor. If the parties fail to agree on such a potential increase of Manufacturing capacity, then Eyetech's Annual Minimum Percentage obligation shall be limited to purchasing a quantity of Product that is equal to or greater than the Annual Minimum Percentage of Eyetech's Orders excluding amounts in excess of the agreed Order Limit. 7 (c) The parties acknowledge that the Commercial Launch of the Product will constitute the launch of a new pharmaceutical product in the Territory and, therefore, actual demand may vary considerably from forecasted demand. Accordingly, the parties each agree to use best efforts to cooperate with one another in a manner that enables Gilead to accommodate changing demand. 2.4. Forecasts and Orders. (a) Forecast Schedule. Eyetech shall provide Gilead with a rolling forecast schedule of demand for Product ("Forecast Schedule") for the following twelve (12) calendar months. Each Forecast Schedule shall be expressed in integer multiples of the current batch size agreed by the parties and shall be compiled and updated on or before the first day of every month. The initial Forecast Schedule is set forth in the Product Supplement. Eyetech shall also keep Gilead updated through monthly review meetings involving the relevant staff from each party as to its revised forecasts in order to enable capacity planning and other such activities to be carried out. (b) Order Quantities. The quantities of Product detailed in the first three (3) months of each Forecast Schedule will be quantities for which Eyetech shall place a firm order ("Order") that, subject to Section 2.4(f), Gilead shall accept, confirm and fulfill in accordance with this Section 2.4. The required delivery dates for each such Order shall be specified in the Order. Required delivery dates shall be no sooner than twelve (12) weeks after delivery of the first Forecast Schedule and Order including such delivery dates, unless otherwise mutually agreed in writing by the parties. (c) Non-binding Forecast. The last 9 months of the Forecast Schedule shall constitute a good faith estimate by Eyetech of its future Product requirements and does not constitute any minimum purchase requirement or any binding commitment by Eyetech to purchase such Product requirements, subject to Section 2.4(i). (d) Terms. Eyetech shall place Orders for Product in whole numbers of batches. Gilead shall Manufacture Product only in whole numbers of batches and shall have no obligation to accept or meet any Orders for Product that are for other than whole numbers of Batches. (e) Placement and Confirmation. Eyetech shall place Orders for Product by sending an Eyetech Order form to Gilead by facsimile or in any other written or electronic form. Gilead shall respond to each Order received from Eyetech within five (5) Business Days of receipt and accept or reject the Order; provided, however, that (i) Gilead shall only reject an Order for quantities covered by the binding portion of any Forecast Schedule in accordance with the limitation set forth in Section 2.4(f)(i) and (ii) if Gilead fails to respond within such time period, it shall be deemed to have accepted such Order. If Gilead receives any Eyetech Order, Planning Forecast

or Forecast Schedule after the close of business on a Business Day, then Gilead will not be deemed to have received such Order, Planning Forecast or Forecast Schedule until the start of the next Business Day. Any acceptance of an Order shall include confirmation of the delivery dates, delivery site and quantity as set out in the Order. 8 (f) Limitations. (i) If any Order covering a one month period is for a quantity greater than the quantity for such period as provided in the Forecast Schedule in which that month was the fourth month of the previous such forecast ("Forecast Quantity"), Gilead shall not be obligated to supply Eyetech with any quantities that are in excess of [**] percent ([**]%) of the Forecast Quantity, with any amounts in such Order in excess of such amount being the "Excess Amount", unless mutually agreed in writing by Gilead and Eyetech. If Eyetech submits an Order that includes an Excess Amount, then promptly after Eyetech receives Gilead's response to Eyetech's Order that includes such Excess Amount, Gilead and Eyetech shall discuss the possibility of Gilead supplying Eyetech with all or a portion of such Excess Amount. If discussion is required on the amount or timing of production and delivery, then the relevant planning personnel from both parties will agree upon and confirm any agreed amended forecast within three Business Days of Gilead's first receipt of the relevant Forecast Schedule. (ii) If any Order covering any one month period would make the total Orders for such calendar year exceed the applicable Order Limit (as defined in Section 2.3(a)), Gilead shall not be obligated so supply Eyetech with any portion of such Order that would cause such Order Limit to be exceeded. If Eyetech submits an Order that if fulfilled would cause the Order Limit to be exceeded for such calendar year, then promptly after Eyetech receives Gilead's response to such Order, Gilead and Eyetech shall discuss the possibility of Gilead supplying Eyetech with all or a portion of such Excess Amount. (iii) If Gilead rejects any Order(s) or any portion(s) of Order(s) in accordance with this Section 2.4(f), then Eyetech's Annual Minimum Percentage obligation shall be limited to purchasing a quantity of Product that is equal to or greater than the Annual Minimum Percentage of Eyetech's Orders excluding such Order(s) or portion(s) of Order(s). (g) Acceptance of Orders and Fulfillment. Subject to the terms of this Agreement, including the limitations in Section 2.4(f), Gilead shall accept, confirm and fulfill Orders submitted by Eyetech in accordance with this Section 2.4 in accordance with their terms (including without limitation with respect to quantities ordered and delivery dates specified in such Orders). Gilead shall use commercially reasonable efforts to fulfill other Orders and to satisfy any changes in quantity, delivery phasing or dates requested by Eyetech in respect of any Order accepted by Gilead, provided that Gilead shall not be required to incur any additional costs to satisfy such changes, unless the amount of such costs has been agreed upon in writing in advance between the parties, and Eyetech has agreed in writing to reimburse all such costs. (h) Order Non-Satisfaction. If Gilead becomes aware that any Order previously accepted or confirmed in accordance with Section 2.4(g) will not be satisfied as to quantity or delivery date, then Gilead shall inform Eyetech as soon as reasonably practicable and in any event within two (2) Business Days. 9 (i) Annual Minimum Percentage. Subject to Sections 2.3(b), 2.4(f)(iii) and 2.9(b), Eyetech shall order quantities of Product from Gilead in any calendar year that equal or exceed the Annual Minimum Percentage for such calendar year, if any. The quantities in any Order cancelled by Eyetech and any quantities by which any Order is reduced shall not be counted toward satisfaction of this obligation; provided that such cancellation or reduction is not due to a failure by Gilead to accept, confirm and fulfill Orders in accordance with this Section 2.4 (in which case the cancelled or reduced quantities shall be counted toward satisfaction by Eyetech of this obligation, whether or not Gilead informs Eyetech as required under Section 2.4(h)). Eyetech shall keep or cause to be kept records relating to the volume of Product ordered from Gilead and any other supplier for a period of four years after the time period to which such records relate. Gilead shall be entitled to inspect such records at least once per year. For the avoidance of doubt, Gilead hereby acknowledges that Eyetech Annual Minimum Percentage obligations do not apply to the manufacture of products other than the Product. If Eyetech fails to order quantities

obligations do not apply to the manufacture of products other than the Product. If Eyetech fails to order quantities of Product from Gilead in any calendar year that equal or exceed the Annual Minimum Percentage for such calendar year, then Eyetech acknowledges and agrees that the difference between (i) the amount Eyetech would have paid Gilead had it ordered the Annual Minimum Percentage for such calendar year and (ii) the amount Eyetech actually paid Gilead for Product for such year constitute an appropriate measure of Gilead's damages resulting from such failure and Gilead acknowledges and agrees that such damages shall constitute Gilead's sole and exclusive remedy for such failure to purchase Annual Minimum Percentages. 2.5. Standard Forms. Any Orders for Product submitted by Eyetech shall reference this Agreement. In ordering and delivering the Product, Eyetech and Gilead may employ their standard forms, but nothing in those forms shall be construed to modify, amend or supplement the terms of this Agreement and, in the case of any conflict herewith, this Agreement shall control. Any term or condition in any Order, confirmation or other document furnished by Eyetech or Gilead with respect to orders or deliveries of Product that is in any way inconsistent with the terms or conditions of this Agreement is hereby expressly rejected. 2.6. Procurement and Approval of Product Materials. Subject to Sections 5.4(c) and 2.4(f), Gilead shall order sufficient quantities of all Product Materials to enable Gilead to Manufacture, and to deliver, the Product in accordance with Orders placed by Eyetech and accepted by Gilead pursuant to Section 2.4(e). All Product Materials used in the Manufacture of the Product and the supplier(s) thereof shall have been approved in writing by Eyetech. Gilead shall issue and pay all purchase orders for such Product Materials. Gilead may not substitute or otherwise replace any Product Materials and/or any supplier thereof without the prior written consent of Eyetech. Gilead agrees to provide Eyetech, on a timely basis, all information that Eyetech may reasonably request in order to comply with internal Eyetech procedures regarding approval of a change in Product Materials and/or any supplier thereof. The costs of Product Materials and the management and procurement of such Product Materials shall be included in the Price in accordance with the terms of Section 4.1 hereof. If Eyetech designates certain suppliers, Gilead shall obtain Product Materials from such suppliers and the Price shall be 10 adjusted to account for any cost savings or increased costs resulting from obtaining Product Materials from such suppliers. 2.7 Supply of API. Gilead will not purchase API. Eyetech will supply API at its own expense on a schedule sufficient to permit Gilead to Manufacture the quantity of Product specified in the Forecast Schedule and Orders. Gilead shall not be obligated to supply Product to fulfill Orders if Eyetech does not supply Gilead with sufficient quantities of API in a timely manner. At Eyetech's election, the API may be delivered directly from Eyetech's vendor to Gilead at the vendor's or Eyetech's expense. Eyetech or its vendor shall supply Gilead with a copy of the certificate of analysis for the API no later than the date of delivery of the API to Gilead. Gilead shall provide Eyetech with monthly reports of Gilead's usage of API supplied by Eyetech, which reports shall account for all used and unused API in a manner that provides Eyetech with a reasonable basis for anticipating Gilead's needs for API for fulfillment of pending and subsequent Orders. 2.8. Product Samples. Gilead shall provide Eyetech (or any such other Person as Eyetech shall designate) with representative lot samples of each production batch of Product promptly upon request. Eyetech shall be entitled to review, upon reasonable prior written notice and during normal business hours, all manufacturing records relating to such samples including all analytical procedures and cleaning validation relating to the equipment used in connection with the Manufacture of the Product. Such Product samples shall be delivered and shipped to Eyetech (or such other Person as Eyetech shall designate) in accordance with the provisions set forth in Section 3.2 hereof, or as otherwise instructed by Eyetech. Eyetech shall pay for such samples when invoiced in accordance with Section 4.3 hereof.

2.9. Alternative Supply. (a) Nothing in this Agreement shall prevent Eyetech, the Sublicensee or any of its Affiliates from manufacturing, or engaging third parties to manufacture on their behalf, Products for the Territory, provided that Eyetech satisfies its Annual Minimum Percentage obligations pursuant to Section 2.4(i) for each Product. Gilead shall cooperate with all reasonable requests by Eyetech to assist at Eyetech's expense in the transfer qualification activities undertaken by Eyetech or any such third party, provided that Eyetech satisfies its Annual Minimum Percentage obligations for the applicable Product pursuant to Section 2.4(i). Gilead will provide such technology transfer activities at the agreed upon technical rate and mutually approved work plan. (b) Subject to the limitations set forth below in this Section 2.9(b), if (i) there is a failure by Gilead to accept Orders submitted by Eyetech in accordance with Section 2.4 in any [**] consecutive calendar quarters or a failure by Gilead to fulfill Orders accepted by Gilead in any [**] consecutive calendar quarters, such that Gilead has not delivered at least [**] percent ([**]%) of the Product quantities ordered by Eyetech during such consecutive calendar quarters within [**] days of the delivery dates specified in the relevant Orders, or (ii) Gilead gives notice 11 to Eyetech pursuant to Section 2.4(h) that clause (i) will be true, then Eyetech shall have the right reduce the Annual Minimum Percentage for the remaining term of this Agreement by up to the greater of [**] percent ([**]%) or the reasonably anticipated amount of shortfall in timely, conforming supply by Gilead, and have such quantities of Product supplied by other suppliers qualified pursuant to Section 2.9(a); provided that, if the occurrence as described in clause (i) or (ii) results primarily from events outside the reasonable control of Gilead and Gilead subsequently provides Eyetech with commercially reasonable assurances that it can resume supply of Product to Eyetech in a timely manner in compliance with this Agreement, then Eyetech's Annual Minimum Percentage obligation shall thereafter be restored to its prior level. If an occurrence as described in clause (i) or (ii) occurs, the Manufacturing Committee (as defined in Section 5.17) will use good faith efforts to resolve any such supply failures as soon as commercially practicable; provided that, Eyetech shall have the termination right set forth in Section 13.2(b) unless both (A) the occurrence as described in clause (i) or (ii) results primarily from events outside the reasonable control of Gilead and (B) Gilead subsequently provides Eyetech with commercially reasonable assurances that it can resume supply of Product to Eyetech in a timely manner in compliance with this Agreement. In addition, if the FDA imposes requirements on the Manufacture of the Product that requires Eyetech to modify the Specifications, the Manufacturing Committee will use good faith efforts to resolve any resulting issues (including costs increases resulting from such FDA-imposed requirements) that would prevent Gilead from Manufacturing the Product in accordance with this Agreement. If the Manufacturing Committee is not able to resolve such issues, Eyetech shall have the termination right set forth in Section 13.2(b). 2.10 Start Up Activities. In addition to quantities of Product ordered and supplied pursuant to Section 2.4, Eyetech will purchase and Gilead will supply Product as set forth in this Section 2.10: (a) Registration (or Clinical) Batches: The parties acknowledge that prior to the Effective Date Gilead provided Eyetech with certain batches of Product to support Product registration or for use in clinical trials (collectively, the "Registration Batches"). Each Registration Batch consists of approximately [**] units (i.e., single dose units) of Product that Gilead has tested in-process in accordance with the Specifications in the Product Supplement. Each Product in a Registration Batch consists of 0.3 mg, 1 mg or 3mg of Macugen as requested by Eyetech. To the extent that Eyetech has not already made such payments prior to the Effective Date, Eyetech will pay Gilead batch charges at $[**] (i.e., $[**] per single shift of aseptic filling) plus an additional filling charge of $[**] for each unit of Product (i.e., $[**] per single dose unit), as invoiced by Gilead. For Registration Batches packaged by Gilead, Eyetech will pay (to the extent not already paid prior to the Effective Date) Gilead an additional packaging charge of $[**] (i.e., $[**] per single shift of packaging activities) per lot. For Registration Batches tested by Gilead, Eyetech will pay (to the extent not already paid prior to the Effective Date) an additional testing batch charge of $[**] per lot. This price will be adjusted for increases due to changes to the Specifications or

changes to the Product Supplement provided to Gilead after the Effective Date. Gilead will deliver entire Registration Batches of the Product, bulk packaged only, CPT to the finished packaging site designated by Eyetech (Incoterms 2000) and will deliver 12 partial Registration Batches of the Product FCA Gilead's San Dimas facility (Incoterms 2000). Gilead will provide for storage up to 90 days following completion of production (i.e., the Batch is packaged and ready for shipment to Eyetech), with a provision for longer storage as follows:
Days over 90 days: per pallet/day per pallet/day [**] $[**] $[**] [**] $[**] $[**]

Room Temperature Storage Refrigerated Storage

(b) Process Validation Batches: Gilead will provide Eyetech with at least 3 batches (anticipated) of Product of each strength (i.e. 0.3 mg, 1 mg or 3mg of Macugen) that Eyetech has plans to commercialize, for purposes of process validation ("Process Validation Batches"). Each Process Validation Batch will consist of approximately [**] units of Product. Each Product in a Process Validation Batch will consist of 0.3 mg, 1 mg or 3mg of Macugen as requested by Eyetech. Eyetech will pay Gilead batch charges at $[**] (i.e., $102,000.00 per single shift of aseptic filling) plus an additional filling labor charge of $[**] for each unit of Product (i.e., $[**] per single dose unit), as invoiced by Gilead. For Validation Batches packaged by Gilead, Eyetech will pay Gilead an additional packaging charge of $[**] for each unit of Product (i.e., $[**] per single dose unit), as invoiced by Gilead. Also for Validation Batches packaged by Gilead, Gilead will charge for additional support services/handling requirements/materials purchasing as it relates to all aspects (except the packaging labor charge identified above) of primary (i.e., the pouch/bag/tray directly containing the filled syringe) and of secondary (i.e., product shelf cartoning) labeling and packaging materials, on a cost plus [**]% basis. For process Validation Batches tested by Gilead, Eyetech will pay an additional testing charge of $[**] per lot. This price will be adjusted for increases due to changes to the Specifications or changes to the Product Supplement provided to Gilead after the Effective Date. Gilead will deliver entire Process Validation Batches of the Product, bulk packaged only, CPT to the finished packaging site designated by Eyetech (Incoterms 2000) and will deliver partial Process Validation Batches of the Product FCA Gilead's San Dimas facility (Incoterms 2000). Gilead will provide for storage up to 90 days following completion of production (i.e. the Batch is packaged and ready for shipment to Eyetech), with a provision for longer storage as follows:
Days over 90 days: per pallet/day per pallet/day [**] $[**] $[**] [**] $[**] $[**]

Room Temperature Storage Refrigerated Storage

(c) Additional Charges: The following charges will not be included in the cost/price of the Registration or Process Validation Batches and shall be separately invoiced by Gilead, provided that Eyetech has approved such charges in advance and such charges are reasonably documented by Gilead: (i) third party contractor costs for installation of and support for Critical Equipment; (ii) travel, accommodation, and FTE costs for Gilead employees and other Gilead out of pocket expenses in support of the technology transfer to a third party, which shall be covered under the work plan as specified in Section 2.9(a), (iii) acquisition and repair of Critical 13 Equipment (iv) other unique/non-routine requirements associated with the Product, including but not limited to additional (i.e., other than the one annual Product stability lot) stability studies, costs for project start-up including process validation activities (e.g., writing, executing and approval of respective validation documents), development of expanded regulatory documentation and/or filings and the Product's technology transfer to Gilead's QC laboratory that will be provided upon request after requirements are mutually agreed upon by Gilead and Eyetech pursuant to a "work plan" as contemplated in Attachment 1. In addition, Eyetech will pay Gilead's costs incurred in accordance with Attachment 4 (as modified from time to time by mutual agreement of the parties, which shall not be unreasonably withheld) for project start-up including process validation activities and

the Product's technology transfer to Gilead's QC laboratory for Product to be ordered and supplied pursuant to Section 2.4. 2.11 Stability Work Plan. Promptly after the Effective Date, the parties shall use good faith efforts to agree upon a stability work plan, which will be incorporated into and made a part of this Agreement. The stability work plan shall include a description of services relating to stability and other tests to be performed by Gilead at Eyetech's request and additional compensation terms relating to Gilead's performance of such services. SECTION 3: SHIPMENT AND DELIVERY TERMS; REPORTS 3.1. Shipment Reports. On the date of each shipment of Product, Gilead shall submit to Eyetech, via e-mail in the manner detailed above, a report detailing the branch order number, ship date, container/trailer number and contents of each such shipment. 3.2. Delivery/Shipping Instructions/Risk of Loss. Gilead shall deliver Product and any Product samples requested by Eyetech pursuant to Section 2.8 hereof FCA (Incoterms 2000) the Facility and otherwise in accordance with this Section 3.2. With the initial shipment of Product from a specific batch, Gilead shall include a certificate of compliance and a certificate of analysis with such shipment. The Price reflects shipping terms of FCA (Incoterms 2000) from the Facility for an entire batch. Partial batch shipments will be subject to additional charges if such partial shipments are requested by Eyetech and are not due to failures by Gilead to deliver Product in accordance with accepted Orders. Gilead shall coordinate with Eyetech for the shipment of the Product with a common carrier from Gilead's Facility to Eyetech's designated facilities in accordance with shipment instructions provided by Eyetech. Eyetech will provide a list of common carriers and will pay the outbound freight delivery costs. Gilead will schedule freight pick up, load the carrier's trailer and complete documentation all in accordance with Eyetech's requirements. Gilead will communicate storage and transit requirements provided by Eyetech to selected carriers. 14 SECTION 4. PRICE; PAYMENT; PRICE ADJUSTMENTS; TAXES. 4.1. Purchase Price; Yield Adjustments. (a) Eyetech shall purchase the Product from Gilead at prices as set forth in Attachment 1. (b) After Gilead Manufactures the [**] batches of Product having the same concentration and the same process/equipment trains, the Manufacturing Committee will establish an average yield ("Average Yield") for the Manufacture of Product from API and Product Materials and, based on such Average Yield, the Manufacturing Committee will allocate savings for batch yields that are more than [**] percentage points above such Average Yield equally between the parties. 4.2 Price Adjustments. (a) Subject to Sections 2.3(b), 2.9(b), 4.1(b), 4.2(b), (c) and (d) and 5.2(b), the prices shall be fixed for the Initial Term of this Agreement. In addition to the adjustments provided for in Sections 2.3(b), 2.9(b), 4.1(b), 4.2 (b), (c) and (d) and 5.2(b), after the expiration of the Initial Term of this Agreement, Gilead may adjust the prices set forth in Attachment 1 based on and consistent with mutually acceptable industry indices. (b) Cost savings from any Improvements in Manufacturing implemented by Gilead shall be applied as of the date of implementation by Gilead and shall be [**] by the parties. (c) If the price of a Product Material increases or decreases by more than [**] percent ([**]%) during a calendar year, the parties will increase or decrease the relevant Price to reflect such increased or decreased costs.

(d) If the Product Specifications or the Product Supplement are changed during the term of this Agreement, the parties agree to negotiate in good faith an adjustment to the Price. 4.3 Invoices. Gilead shall submit invoices for all shipments of Product hereunder to Eyetech upon delivery thereof. Each invoice issued by Gilead hereunder shall specify, at a minimum, the Price in respect of the Product delivered, or, for Registration Batches and Process Validation Batches, the applicable charges; and the quantity of the Product delivered. Gilead shall also be entitled to invoice Eyetech or any such Affiliate of Eyetech in respect of all import duties and similar charges incurred by Gilead in delivering any Batch of Product, if relevant, and the cost of carriage, freight and insurance if at any time Eyetech has requested Gilead to arrange the delivery transportation . 15 4.4 Payment. Subject to Section 5.13(a), all invoices under this Agreement shall be payable by Eyetech in U.S. Dollars within forty-five (45) days of date of delivery of the Products to Eyetech's representative to which such invoice pertains. Any amounts not paid by Eyetech when due under this Agreement shall be subject to interest from and including the date payment is due up to and including the date upon which Eyetech has made a wire transfer of immediately available funds into an account designated (and notified to Eyetech) by Gilead at a rate equal to the sum of two percent (2%) plus the prime rate of interest quoted in the "Money Rates" section of the West Coast edition of The Wall Street Journal calculated daily on the basis of a 365-day year, or, if lower, the highest rate permitted under applicable law. Any amounts paid [**] or more days prior to being due shall be subject to a discount of [**] percent of the invoiced amount. 4.5 Taxes. The Prices will be exclusive of, and Eyetech will be responsible for, all tariffs, duties and use, consumption, sales, or excise taxes of any taxing authority on Product delivered by Gilead under this Agreement excluding taxes based upon the income of Gilead. If Gilead is required to pay any such tax or other similar charge, Eyetech shall promptly reimburse Gilead for payment of such amount. SECTION 5. MANUFACTURING STANDARDS AND QUALITY ASSURANCE. 5.1. Manufacturing Standards. Gilead shall Manufacture, and supply, the Product (including disposing of all Waste and other materials) strictly in accordance with the Specifications, Applicable Laws, and the Quality Agreement. Nothing in this Agreement shall obligate Gilead to take any action that would or is likely to result in a violation of any Environmental Law. 5.2. Modifications in Specifications. (a) Gilead shall not make any revisions to the Specifications without the prior written consent of Eyetech. (b) If the Specifications are proposed to be modified, the party seeking to make such modification shall notify the other party to this Agreement as far in advance as is practicable prior to the proposed effectiveness of such modification, and the parties shall jointly agree on whether and/or when to implement such modification; provided that if the parties are unable to agree on the implementation of any modification after engaging in good faith negotiations for [**] days, Eyetech shall be entitled to use third party manufacturers as provided in Section 2.9 (b). To the extent that such modification results in an increase or decrease in the cost of Manufacturing the Product, the parties shall jointly examine and mutually agree upon the consequences thereof and shall adjust the Price by the amount of such increase or decrease. Gilead shall promptly notify Eyetech of the date of implementation of any such modification. 16

5.3. Pest Control. Gilead shall Manufacture the Product, and Gilead shall store all API, Product Materials and Product, in a clean, dry area, free from insects and rodents, in a manner to prevent entry of foreign materials and contamination of Product. Pest control measures will include the adequate cleaning of the Facility, control of food and drink, protection of Product from environmental conditions that may adversely affect the quality of the Product, monitoring of flying and crawling pests and logs detailing findings and actions taken. 5.4 Storage and Handling. (a) Gilead shall store and handle all Product Materials and Product strictly in accordance with the provisions of all Applicable Laws, the Quality Agreement, and the Specifications. In addition, at any given time Gilead shall store quantities of API provided by Eyetech, provided that such quantities do not exceed quantities necessary for the Manufacture of quantities of Product covered any binding Orders then in effect plus the quantities of Product forecasted by Eyetech for the following [**] months, strictly in accordance with the provisions of all Applicable Laws, the Quality Agreement, and the Specifications. Gilead shall use API and Product Materials utilized for the Manufacture of the Product on a first in, first out basis and before the expiration date as required under Applicable Laws and the terms of the Quality Agreement. (b) For Batches of Product other than Registration Batches and Process Validation Batches, Gilead will provide storage of Product for 60 days following completion of production (i.e., the Batch is packaged and ready for shipment to Eyetech) without charge. The charge for storage after such 60 day period shall be as follows:
Days over 60 days: per pallet/day per pallet/day [**] $[**] $[**] [**] $[**] $[**]

Room Temperature Storage Refrigerated Storage

(c) The parties will mutually agree on quantities of Product Materials to be held by Gilead in inventory at its expense. At Eyetech's request, Gilead will use reasonable efforts to store additional quantities of Product Materials at Eyetech's expense. (d) Gilead shall notify Eyetech of its need to use a third party warehouse for storage of any Product, API or Product Materials beyond the periods or levels referenced in Sections 5.4(b) or (c), and any such storage at such third party warehouse shall be subject to prior written approval by Eyetech and shall be at the cost of Eyetech. Subject to the terms of any agreement between Gilead and such third party approved by Eyetech, Eyetech shall have the right to audit 17 any such third party warehouse upon reasonable prior written notice and during normal business hours. 5.5. Maintenance of Facility, Equipment and Molds. Gilead shall maintain all equipment, tooling and molds utilized in the Manufacture of Product under this Agreement in good operating condition and shall maintain its Facility and such equipment, tooling and molds in accordance with, or in a manner that shall exceed the requirements of (i) all Applicable Laws, and (ii) all requirements set forth in the Specifications and the Quality Agreement. In the event that Gilead has knowledge that it has failed to, or anticipates it will fail to, meet any of the foregoing requirements relating to the maintenance of its Facility or any equipment, tooling or molds utilized in connection herewith, or in the event that Gilead receives any notice from any Governmental Authority relating to its maintenance of, or failure to maintain, its Facility or any equipment, tooling or molds utilized in connection herewith, Gilead shall promptly contact Eyetech (or such other department or person as Eyetech may direct), provide copies of such notice to Eyetech and, if such notice relates specifically to the Product, the parties will work together in good faith to address the problem. 5.6. Legal and Regulatory Filings and Requests. Gilead shall cooperate and be diligent in making all required responses to all requests for information from, and in

making all legally required responses to, Governmental Authorities having jurisdiction in the Territory to make such requests, pertaining to Manufacture of the Product, and shall provide Eyetech with copies of all such responses. If additional work is required to prepare such information, Gilead shall cooperate with Eyetech in preparing such information at Eyetech's expense, based on agreed to hourly fees established for out-of-scope services. For the avoidance of doubt, Eyetech acknowledges that for responding to requests involving but not limited to non-routine information, development protocols and studies, or additional regulatory documentation or filings, Gilead will be compensated based on the hourly rates set forth in Attachment 1, Section 2.2. Gilead shall (a) obtain and comply with all licenses, consents and permits it is required to have pursuant to Applicable Laws, and (b) comply with all Applicable Laws. 5.7. Analysis of Materials. Prior to use in production, Gilead shall have shipments of API and Product Materials analyzed for such matters as Eyetech may require in accordance with the Specifications, Quality Agreement, attached Product Supplements and Gilead standard operating procedures, and Gilead shall ensure that all API and Product Materials conform to the Specifications as determined by such required analysis. Such analyses may be conducted by Gilead internally or by an outside laboratory retained by Gilead and reasonably approved by Eyetech. For purposes of this Agreement, such tests shall be considered routine and shall be performed at Gilead's expense. All test results are to be documented in accordance with cGMP and available for inspection at Eyetech's request upon reasonable notice during reasonable business hours. Eyetech will be responsible for the costs of replacement and disposition for all API, except to the extent that such 18 API fails to conform to Specifications due to Gilead's non-compliance with Section 5.4(a) or this Section 5.7. Gilead will be responsible for the costs of replacement and disposition of Product Materials that fail to conform to Specifications subject to the limitation set forth in Section 11.3(b). 5.8. Quality Tests and Checks. Quality tests and checks for the Product will be conducted in accordance with the Quality Agreement and the Product Supplement (Attachment 1). 5.9. Non-Complying Product. No Product shall be released for delivery and shipment by Gilead unless such Product strictly complies with the Product Warranty as is determined by any testing and analysis of Product that Gilead is required to perform under this Agreement. 5.10. Responsibility for Rejected and Non-Complying Product. Product rejected pursuant to Section 5.13(b) hereof shall be quarantined and shall be properly tagged and isolated and shall not be released without the prior written approval of Eyetech. Eyetech will promptly submit to Gilead a report specifying the bases for its rejection of such Product. Promptly after receipt of such report, Gilead will submit to Eyetech a response on the rejected Product, including the investigation and testing done and recommend either disposition or acceptance and release of the Product shipment as being in compliance with the Product Warranty. Eyetech shall review such report and notify Gilead that Eyetech disputes Gilead's conclusion, accepts Gilead's conclusion and therefore approves the recommended disposition or release of the Product, or requests additional data from Gilead. With respect to rejections pursuant to Section 5.13(b), in the event the parties do not agree on whether the Product complies with the Product Warranty, the parties shall submit samples of the non-complying Product to one (1) mutually agreed upon independent third party laboratory and such party's determinations as to whether the Product complies with the Product Warranty shall be final and binding upon the parties. The cost of such independent laboratory analysis shall be paid for by the party who is determined to be incorrect with respect to the rejected Product's compliance with the Product Warranty. If it is determined by either Eyetech's agreement or an independent third party laboratory determination, that Product rejected pursuant to Section 5.13(b) complies with the Product Warranty, then Eyetech will promptly pay Gilead's invoice therefor in accordance with its terms.

5.11. Disposal of Rejected and Non-Complying Product and Product Materials. All Product rejected pursuant to Section 5.10 and all non-conforming Product Materials not able to be used in the Manufacture of the Product pursuant to Section 5.7 shall be removed (if applicable) and disposed of by the party in possession thereof, as the case may be, in a manner consistent with Applicable Laws and as approved in advance by Eyetech (such disposal to be at a reasonable cost in the circumstances and at the expense of the party deemed to be responsible for 19 such Product pursuant to the terms of Sections 5.10 or such Product Materials pursuant to Section 5.7) and all documentation relating to such disposition shall be made available to the other party upon request. The nondisposing party, at its discretion and cost, may be present to witness the destruction of rejected or non-complying Product Materials, Product or Product in process. No rejected or non-complying Product Materials, Product or Product in process shall be sold as salvage or for any other purpose by either party or designees or agents thereof without the prior written approval of the other party. Gilead shall be responsible for ensuring that all printed packaging waste materials bearing Eyetech or Sublicensee names or logos are destroyed and shall not rely on any third party for such destruction unless Gilead personnel actually witness such destruction by the third party. 5.12. Maintenance and Retention of Records. (a) Gilead shall maintain detailed records with respect to Product Materials and API usage and Manufacturing, which records shall include production code dates, and Gilead shall maintain detailed records with respect to shipping information relating to the Product, in each case according to Gilead operating procedures and so that Product can be easily traced in case of a Recall or rejection of Product or Product Materials. Such records shall also be maintained and retained in accordance with the Quality Agreement and the Specifications. Such records shall be sufficient such that Gilead shall under normal circumstances be capable of responding to inquiries by Eyetech within one (1) Business Day of notification and shall be able to provide the production code date and the location of the Product in question. (b) Gilead shall provide to Eyetech on an annual basis a production record, including control charts, trend analysis, consumer complaints, deviations and reworks, and any other information, in each case as mutually agreed, for purposes of preparing an Annual Report as required by cGMP. 5.13. Quantitative Defects; Rejection of Product; Disposal of Rejected Shipments. (a) Rejection for Quantitative Defects. Eyetech shall notify Gilead in writing of any claim relating to Quantitative Defects in shipments of the Product within thirty (30) days following actual receipt of such shipments by Eyetech, including Eyetech's bases for concluding that any shortage in quantity is a Quantitative Defect. If Gilead disputes Eyetech's conclusion, the parties will work in good faith to determine whether such shortage was due to a Quantitative Defect. At Eyetech's request, Gilead shall, at its own expense, provide Eyetech with any missing quantities of such Product promptly after receipt of notice from Eyetech, but in no event later than forty-five (45) days following receipt of notice. Eyetech shall be obligated to pay only for actual quantities of Product delivered in the initial shipment (irrespective of the invoiced amount) in accordance with Section 4.3 hereof and shall pay for any quantities subsequently delivered by Gilead to Eyetech as replacements for missing quantities in accordance with Section 4.3 hereof and, if Eyetech has paid for quantities of Product not delivered in the initial shipment at the time that Eyetech discovers the Quantitative Defect, Gilead shall, at Eyetech's option, either reimburse Eyetech for the amount paid for such non-delivered quantities or credit such payment against Eyetech's obligations with respect to future delivered quantities. If it is determined any shortage 20 in the original shipment was not due to a Quantitative Defect, Eyetech will promptly pay unpaid amounts of the invoice therefor in accordance with this Agreement. If Gilead does not receive any notice of rejection on the basis of a Quantitative Defect within forty-five (45) days of Eyetech's receipt of the relevant shipment, Eyetech shall be deemed to have accepted such shipment of Product with respect to adequacy of Product quantities in such

deemed to have accepted such shipment of Product with respect to adequacy of Product quantities in such shipment. (b) Rejection for Product Warranty Defects. Within forty-five (45) days following receipt by Eyetech (or its designee) of any shipment of Product hereunder ("Inspection Period"), Eyetech shall have the right to give Gilead notice of rejection of any part of such shipment of Product that fails to comply with the Product Warranty; provided, however, that the only time restriction applicable to Eyetech's provision of notice of rejection of any shipments of Product where failure of Products to comply with the Product Warranty in a manner that would not reasonably have been discovered by any inspection, testing or analysis of such Product conducted by Eyetech or its designees, shall be that such notice must be provided prior to the end of the shelf life for such batch of Product. Determination as to the propriety of any rejection for non-compliance with the Product Warranty shall be made pursuant to Section 5.10. If Gilead does not receive within the Inspection Period any notice of rejection based on non-compliance with the Product Warranty, Eyetech shall be deemed to have accepted such shipment of Product with respect to compliance with the Product Warranty as may be reasonably determined by such inspection, analysis or testing; provided that nothing in this Section 5.13(b) shall limit Gilead's obligations under Section 9.1 with respect to Losses arising out of or resulting from third party claims or Gilead's gross negligence or intentional misconduct. Subject to the last sentence of Section 5.10, Eyetech shall not be obligated to pay the Price for Product rejected pursuant to this Section 5.13(b) and if Eyetech has paid for quantities of Product rejected pursuant to this Section 5.13(b) at the time Eyetech rejects such quantities, Gilead shall, in addition to reimbursing Eyetech for API in accordance with Section 11.3, at Eyetech's option either reimburse Eyetech for the amount paid for such quantities of Product rejected pursuant to this Section 5.13(b) or credit such payment against Eyetech's obligations with respect to future Orders. (c) Replacement of Product Rejected for Non-Compliance with Product Warranty. If requested by Eyetech, Gilead shall replace any Product rejected pursuant to Section 5.13(b) as soon as practicable and in no case later than forty-five (45) days following receipt of Eyetech's notice of rejection with respect thereto, and Eyetech will pay the applicable Price therefor in accordance with this Agreement. In addition to any other rights or remedies of Eyetech hereunder, Eyetech shall have the right to set off any refund relating to paid invoices for any rejected shipped Product for which it has been finally determined pursuant to Section 5.10 that such rejection was proper against invoices otherwise due or that become due to Gilead. (d) The provisions of this Section 5.13 shall survive termination or expiration of this Agreement with respect to shipments of Product Manufactured by Gilead that are delivered to or sold by Eyetech subsequent to the termination or expiration of this Agreement; provided, that (i) for any Product rejected subsequent to the termination or expiration of this Agreement, Eyetech, in lieu of having Gilead replace such rejected and/or missing quantities of Product, may elect in its sole discretion to have Gilead reimburse Eyetech for the last applicable Price for the quantity of Product to be replaced (including any reasonable applicable freight charges) by Eyetech or a 21 third party selected by Eyetech, and (ii) for any Product rejected subsequent to the termination or expiration of this Agreement, Eyetech shall permit Gilead to replace such rejected and/or missing quantities of Product unless Gilead no longer has the capabilities to do so and shall have the right to require Gilead to reimburse Eyetech for the last applicable Price for the quantity of Product to be replaced (including any reasonable applicable freight charges) by Eyetech or a third party selected by Eyetech if Gilead does not have such capabilities or if Gilead fails to replace such rejected and/or missing quantities in accordance with Section 5.13(c). 5.14. Customer Complaints and Inquiries. Eyetech or Gilead, as the case may be, shall give the other party written notice within forty-eight (48) hours of initial receipt of any information it receives regarding the safety of the Product, including any confirmed or unconfirmed information on adverse events possibly associated with the use of the Product; provided that Eyetech's obligation to provide Gilead with such notices shall be limited to information received by Eyetech that Eyetech determines relates to, or is reasonably likely to relate to, the Specifications or Gilead's Manufacturing activities under this Agreement. Eyetech or Gilead, as the case may be, shall notify the other party of any complaint or investigation relating to the Product promptly upon receipt; provided, that, all complaints concerning suspected or actual Product tampering, contamination or mix-up (e.g., wrong ingredients) shall be delivered

within twenty-four (24) hours of receipt. Gilead shall provide all assistance reasonably requested by Eyetech in investigating customer complaints regarding the Product (including testing of the Product in accordance with Eyetech's specifications) that, in Eyetech's reasonable opinion, caused by the Manufacturing of such Product. Such testing shall be at Eyetech's expense unless it is finally determined pursuant to Section 5.10 that such Product did not comply with the Product Warranty. Eyetech shall be responsible for responding to all customers' inquiries and/or complaints relating to the Product and the recordkeeping relating thereto. Gilead and Eyetech shall also comply with the requirements set forth in the Quality Agreement relating to the investigation of customer complaints. Eyetech and Gilead shall each provide the other with copies of any annual reports relating to the Product that it is required to submit to the FDA; provided that each party shall be entitled to redact from such copies confidential information that is not reasonably related to the other party's ongoing performance of its activities with respect to the Product. 5.15. Government Inspections, Seizures and Recalls. (a) If the FDA or any other Governmental Authority conducts an inspection at Gilead's Facility pertaining to the Product, seizes any Product and/or its materials, requests a Recall of any Product, or otherwise notifies Gilead of any violation or potential violation of any Applicable Law, Eyetech shall be notified immediately, and Gilead shall take actions as may be required under the Specifications or otherwise as may be commercially reasonable way to resolve the issue to both parties' reasonable satisfaction. (b) As applicable, Gilead shall promptly send any reports relating to such inspections, Recalls or violations or potential violations of Applicable Law to Eyetech. In the event that any such Governmental Authority requests, but does not seize, the Product in connection with any 22 such inspection, Gilead, as the case may be (i) shall promptly notify Eyetech of such request, (ii) if possible, shall satisfy such request only after receiving Eyetech's approval (not to be unreasonably withheld, conditioned or delayed), (iii) shall follow any reasonable procedures instructed by Eyetech in responding to such request and (iv) shall promptly send any samples of the Product requested by the authority to Eyetech. In any case, Gilead will comply with all Applicable Laws. (c) If the Product supplied by Gilead to Eyetech does not comply with the Product Warranty, other than noncompliance due to API that was non-compliant with the applicable specifications when received by Gilead in a manner that could not reasonably be detected by the required testing, Gilead shall be responsible for costs reasonably required to effect the Recall of any affected Product or other reasonably necessary corrective measures taken with respect thereto. Gilead shall be responsible for pursuing all resolutions with the applicable supplier of non-complying Product Materials. 5.16. Quality Agreement. The parties agree to be bound by the Quality Agreement. In the event there is a discrepancy between the provisions of the Quality Agreement and the provisions of this Agreement, the provisions of the Quality Agreement shall control with respect to terms governing the quality of the Product, and the provisions of this Agreement shall control with respect to all other terms; provided that nothing in the Quality Agreement shall limit Gilead's representations, warranties or obligations under this Agreement or Eyetech's right to approve changes to the Specifications, the suppliers of Product Materials or other matters set forth in this Agreement over which Eyetech has an approval right. The parties may amend the Quality Agreement as set forth therein. 5.17. Manufacturing Committee. (a) The parties and the Sublicensee shall form a committee as of the Effective Date to address Manufacturing issues relating to the Product (the "Manufacturing Committee"). Gilead, Eyetech and the Sublicensee shall each designate two (2) representatives with appropriate expertise to serve as members of the Manufacturing Committee and shall list those initial representatives Attachment 3. Either party or the Sublicensee may replace its representatives serving on the Manufacturing Committee from time to time by written notice to the other party(ies) and/or the Sublicensee specifying the prior representative(s) to be replaced and the replacement(s) therefor.

Gilead and Eyetech shall select one (1) such person each to serve as joint chairpersons of the Manufacturing Committee. The joint chairpersons of the Manufacturing Committee shall be responsible for calling meetings, preparing and circulating an agenda in advance of each meeting, and preparing and issuing minutes of each such meeting within thirty (30) days thereafter. (b) The Manufacturing Committee shall hold meetings at such times and places as it elects to do so, but in no event shall it hold meetings less frequently than once every calendar quarter. Meetings may be held by audio or video teleconference with the consent of each party, provided that at least one (1) meeting per year shall be held in person unless agreed otherwise 23 between the parties. Each party shall be responsible for all of its own expenses of participating in the Manufacturing Committee. Meetings shall be effective only if at least one (1) representative of each party is present or participating. (c) Except as otherwise expressly provided, the role of the Manufacturing Committee shall be advisory, with the goal of serving as a forum for the sharing of information and for the purpose of preventing, or informally resolving (if they are able to facilitate mutual agreement between the parties), disputes between the parties. The Manufacturing Committee shall not have any power to amend, modify or waive compliance with this Agreement. The Manufacturing Committee shall operate as to matters within its jurisdiction by consensus. (d) The Manufacturing Committee shall: (i) evaluate factors such as Manufacturing risk and Eyetech's needs for supply of Product from Gilead based on Eyetech's Planning Forecast; (ii) plan and implement appropriate and mutually agreeable changes to Gilead's Manufacturing capacity as determined pursuant to Section 2.3(b), which may include arranging for and qualifying new equipment for the Manufacture of the Product or to allocate its use of such capacity, review and discuss opportunities for the parties to identify and implement Improvements; (iii) determine how the parties will implement the building and equipment improvement plan and budget attached to this Agreement as Attachment 2-A; provided that the Manufacturing Committee shall not have the authority to require Eyetech, and Eyetech shall have no obligation, to fund any amount in excess of the total budget amount set forth in Attachment 2-A with respect to the expansions of the Facility and the acquisition of additional equipment contemplated in Section 2.2(b); (iv) review and discuss issues arising from the transfer of any Manufacturing-related technology pursuant to Section 2.9; (v) discuss and coordinate as appropriate and mutually agreed the use of Eyetech and Sublicensee expertise and resources with respect to providing support for technical and operational problem resolution and assurance of Product supply in accordance with this Agreement; (vi) discuss any performance issues (e.g., failure to supply), to enable mutually agreeable courses of action to remedy any such issues; (vii) develop and maintain a mutually agreed to set of manufacturing metrics/yield provisions; (viii) establish the Average Yield and allocate cost savings pursuant to Section 4.1(b); 24 (ix) in the event of an occurrence as described in Section 2.9, clauses (i) or (ii), use good faith efforts to resolve any such supply failure for no less than forty-five (45) days; and (x) perform such other functions as mutually agreed in writing by the parties.

(x) perform such other functions as mutually agreed in writing by the parties. 5.18. Audits and Inspections. Eyetech shall be permitted, on an annual basis, during regular business hours and on reasonable notice, to physically inspect all Facilities and Gilead shall use commercially reasonable efforts to enable Eyetech to inspect the facilities of all suppliers of Product Materials to Gilead on the same basis. Notwithstanding the foregoing, Eyetech shall have the right to conduct audits of the Facilities and, to extent that Gilead can arrange using commercially reasonable efforts, the facilities of all suppliers of Product Materials to Gilead at any time, when requested, as a reasonable response to an FDA or other regulatory agency audit notice or regulatory agency inquiry regarding a Product, an unresolved deviation in Manufacture of Product by Gilead, customer complaints or adverse events regarding a Product or any other specific FDA request . In addition, Eyetech and/or the Sublicensee shall be entitled to have up to three of their or its representatives present on a daily basis (or on such other observation schedule as the parties may agree) in the Facilities to observe Gilead's Manufacturing operations and Gilead shall provide such representative(s) with reasonable access to the Facilities for such purpose. 5.19. Diversion Issues. Gilead agrees to immediately notify Eyetech if at any time it believes that any Product has been lost or stolen from the Facility, or any quantities of Product that have been rendered unsaleable while in Gilead's possession. 5.20 Notice of Material Events. Gilead and Eyetech each hereby agrees to promptly notify the other party of any actual or anticipated events that have or may be reasonably expected to have a material effect on any Product or on Gilead's ability to Manufacture the Product in accordance with the provisions set forth herein, including any labor difficulties, strikes, shortages in materials, plant closings, interruptions in activity, interruptions or delay in API supply or availability, and the like. 5.21. Survival. The obligations of Gilead under Sections 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16 and 5.18 of this Agreement shall survive the expiration or termination of this Agreement until one (1) year after the expiration date of the last batch of Product Manufactured hereunder. 25 SECTION 6. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS 6.1. Representations and Warranties of Gilead. (a) Gilead hereby represents and warrants to Eyetech that: (i) The Product when delivered by Gilead to Eyetech under this Agreement: (A) shall be of the quality specified in, and shall conform with, the Specifications, the Quality Agreement, the Product Supplement and all Applicable Laws, and shall be Manufactured and delivered in conformity with the Specifications, the Quality Agreement, the Product Supplement and Applicable Laws (except in each preceding case to the extent that lack of quality or non-conformity is a result of Gilead's compliance with Eyetech's instructions), and shall not contain any material that while in Gilead's control has not been used, handled or stored in accordance with the Specifications, any other agreed upon quality assurance requirements of Eyetech or the supplier of such material, the Quality Agreement, the Product Supplement and cGMP (except in each preceding case to the extent that such material is introduced or used as a result of Gilead's compliance with Eyetech's instructions); and (B) shall, at the time delivered, have a remaining shelf-life of not less than [**]% of initial shelf life. (Sections (a)(i) (A) and (B) collectively, the "Product Warranty").

(ii) Gilead does not employ as of the Effective Date and will not employ during the Term of this Agreement any debarred persons pursuant to sections 306(a) and (b) of the FDA Act (21 U.S.C. 335(a) and (b)) or any comparable Law who will participate in the Manufacture of Product; (iii) The execution, delivery and performance of this Agreement by Gilead does not and will not violate any agreement or instrument to which Gilead is a party; (iv) Gilead will perform its obligations under this Agreement in accordance with Applicable Laws; and (v) Gilead will not use any information or technology which to its knowledge has been misappropriated from any third party or which to its knowledge will infringe any patents of any third party; provided however, that such representation and warranty does not cover infringement of any third party patents that necessarily results from the Manufacture, use, import, offer for sale or sale of Product or the utilization or satisfaction of the Specifications. (b) Gilead represents to Eyetech as of the Effective Date that: 26 (i) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware; (ii) it has power and authority to conduct its business as currently being conducted and as contemplated herein; and (iii) it has power and authority to make, deliver and perform its obligations under this Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. No consent of authorization of, filing with or other act by or in respect of, any Governmental Authority or any other Person is or will be required in respect of Gilead in connection with the execution, delivery, performance, validity or enforceability of this Agreement. This Agreement has been duly executed and delivered on behalf of Gilead. This Agreement constitutes the legal, valid and binding obligation of Gilead enforceable against Gilead in accordance with its terms. 6.2 Representations and Warranties of Eyetech. (a) Eyetech represents and warrants to Gilead that: (i) it has and will have sufficient right, title and interest in and to the Eyetech Product Intellectual Property to grant a license to the Eyetech Product Intellectual Property pursuant to Section 8.4 of this Agreement; (ii) it, its Affiliates, the Sublicensee and their respective sublicensees and distributors will conduct the further manufacturing, packaging, labeling, testing, use, handling, storage, transport, disposition, marketing, distribution, and commercialization of Product following delivery by Gilead under this Agreement in accordance with all Applicable Laws; (iii) it has not provided and will not provide Gilead with any information or technology that, to its knowledge has been misappropriated from any third party and, the Manufacture of Product by Gilead for supply to Eyetech in compliance with the Specifications, which to its knowledge will not infringe any patents of any third party; (iv) the execution, delivery and performance of this Agreement by Eyetech will not violate any agreement or instrument to which Eyetech is a party; and (v) Eyetech will perform its obligations under this Agreement in compliance with all applicable Laws. (b) Eyetech represents that as of the Effective Date: 27

(i) it is not subject to any legal, regulatory, contractual, or other restrictions which might enable another person or entity to claim any rights in or to the Product or any Information; and (ii) neither it nor its Affiliates nor, to its knowledge, the Sublicensee has received or is otherwise aware of any actual or threatened Claim or Proceeding, the basis of which may be that the manufacture, use, import, offer for sale or sale of Product would infringe or misappropriate any Intellectual Property of any third party except as follows: [**] (iii) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware; (iv) it has power and authority to conduct its business as currently being conducted and as contemplated herein; and (v) it has power and authority to make, deliver and perform its obligations under this Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. No consent or authorization of, filing with or other act by or in respect of, any Governmental Authority or any other Person is or will be required in respect of Eyetech in connection with the execution, delivery, performance, validity or enforceability of this Agreement; provided that Gilead acknowledges that the Product has not yet received Regulatory Approval in the Territory. This Agreement has been duly executed and delivered on behalf of Eyetech. This Agreement constitutes the legal, valid and binding obligation of Eyetech enforceable against Eyetech in accordance with its terms 6.3 No Other Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.1 AND 6.2, GILEAD AND EYETECH MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED. ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE HEREBY EXPRESSLY DISCLAIMED BY GILEAD AND EYETECH. 6.4. Survival. The provisions of this Section 6 shall survive termination or expiration of this Agreement. SECTION 7. ENVIRONMENTAL REPRESENTATIONS, WARRANTIES AND COVENANTS. 7.1. Compliance with Environmental Laws. 28 Gilead shall perform all Manufacture of Product in material compliance with all applicable Environmental Laws and shall be solely responsible for all Environmental Losses occurring as a result of its Manufacture of Product prior to delivery thereof to Eyetech. 7.2. Permits, Licenses and Authorization. Gilead shall be solely responsible for obtaining, and shall obtain, all necessary environmental or other licenses, registrations, certificates, approvals, authorizations or permits required under Environmental Law, whether original documents or modifications to existing documents, which are necessary to perform Manufacture of the Product as provided in this Agreement and shall bear all costs and expenses associated therewith. Gilead shall provide copies thereof to Eyetech upon request by Eyetech and shall operate in compliance therewith. Gilead shall provide Eyetech with immediate verbal notice, confirmed in writing within twenty-four (24) hours, upon learning of revocation or modification of such documents, or with regard to any other event or regulatory action or involvement such as an order or notice, which in any way materially impacts Gilead's ability to comply with its obligations to supply Product to Eyetech in compliance with this Agreement. 7.3. Hazardous Materials and Waste.

The generation, collection, storage, handling, transportation, movement, and Spill of all Hazardous Materials and Waste, as applicable, shall be the sole responsibility of Gilead at it sole cost and expense. 7.4. Generation of Hazardous Wastes. Without limiting other legally applicable requirements, Gilead shall prepare, execute and maintain, as the generator of Hazardous Waste, all registrations, notices, shipping documents and Hazardous Waste manifests required under Environmental Law for Hazardous Waste and in accordance therewith. 7.5. Diversion Issues. Gilead shall be responsible for developing and implementing all procedures necessary to prevent the diversion of Product from the waste stream in the course of Manufacture, including the rendering of the Product unsaleable. 7.6. Health and Safety Procedure. Gilead shall be solely responsible for implementing and maintaining health and safety procedures for the Manufacture of the Product Materials and Product as provided for herein and for any testing and handling of Hazardous Materials and Waste as provided herein. Such procedures shall comply with all applicable Environmental Laws. Other than serving in an advisory role as 29 the Product expert, Eyetech shall have no responsibility for developing, implementing or overseeing Gilead's health and safety program. 7.7. Training. Gilead shall educate and train all affected employees and contractors who participate in the Manufacture of the Product regarding the potential hazards associated with the generation and handling of the Hazardous Materials, Waste, analyzing and handling of the Product, API and Product Materials, and on the proper use of engineering controls, process equipment and appropriate personal protective equipment. Eyetech will provide to Gilead all information within its control regarding the potential or actual hazards associated with the handling of any Hazardous Material or Waste, or on the Manufacture of the Product, or on the proper use of engineering controls, process equipment and appropriate personal protective equipment. Beyond such provision of information, Eyetech shall have no responsibility for educating, training or ensuring knowledge of Gilead's employees or contractors regarding the potential or actual hazards associated with the handling of any Hazardous Material or Waste, or on the Manufacture of the Product, or on the proper use of engineering controls, process equipment and appropriate personal protective equipment. 7.8. Survival. The obligations of Gilead under this Section 7 shall survive termination or expiration of this Agreement. SECTION 8. OWNERSHIP; TRADEMARKS; PROPRIETARY INFORMATION. 8.1. Eyetech's Ownership of Intellectual Property; Eyetech Technology and Information. (a) Right, title and interest in and to any creative ideas, proprietary information, developments, inventions, or improvements or modifications to the Product or the Intellectual Property associated with the Product that are invented or otherwise developed under this Agreement by Eyetech or Gilead, or any of their respective Affiliates or agents, either jointly or severally, and whether or not patentable ("Improvements") shall be governed by this Section 8.1(a). Gilead agrees to disclose to Eyetech all Improvements developed by Gilead or its Affiliates or agents and to receive the approval of Eyetech prior to implementing any Improvements in the Manufacture of Product. (i) Eyetech shall own, and Gilead hereby assigns (or shall cause its Affiliate or agent to assign) to Eyetech, all right, title and interest in and to all Improvements that are useful solely for Manufacturing of Products, i.e. not

useful in or common to manufacturing, packaging, filling, testing or other procedures for other products, including those currently manufactured by Gilead ("Product Improvements"). (ii) All other Improvements other than Product Improvements ("Manufacturing Improvements") shall be the exclusive property of Eyetech and shall be 30 held in confidence by Gilead and assigned by Gilead (or by Gilead's Affiliate or agent) to Eyetech for Eyetech's benefit in the development and/or the operation of Manufacturing processes with respect to the Product, provided, however, that Eyetech hereby grants Gilead a nonexclusive, worldwide, paid-up, perpetual, irrevocable license under all Intellectual Property covering the Manufacturing Improvements developed by Gilead or its Affiliates or agents to use and practice such Manufacturing Improvements for the manufacture of Gilead's and third parties' products at any location, with the right to sublicense contract manufacturers for such manufacture of Gilead products, and Gilead shall have the right to disclose such Manufacturing Improvements to sublicensees under such license subject to obligations of confidentiality at least as restrictive as those of Section 12 for purposes of practicing its license rights. (b) Any trademarks, trade names, brand names, patents, slogans, logos, copyrights, trade dress, know-how and goodwill associated with the Product shall be the sole and exclusive property of Eyetech. Gilead shall not have any right or license to use any such rights at any time before, during or after the Term of this Agreement, except as necessary for the Manufacture and supply of Product for Eyetech hereunder. (c) Gilead agrees to execute all assignments and other documents and take all further actions reasonably requested by Eyetech to give effect to the provisions of this Section 8.1. 8.2. Ownership of Other Property. It is agreed that Eyetech, its Affiliates and the Sublicensee are the sole owners of any and all tools, specifications, blueprints and designs supplied or paid for by them, and Gilead shall not use, transfer, loan or publicize any of the above except as necessary for its performance under this Agreement. 8.3. Limited Right to Use. Nothing set forth in this Agreement shall be construed to grant to either party any title, right or interest in or to any Intellectual Property Controlled by the other party or any of its Affiliates or the Sublicensee, except as expressly set forth in Sections 8.1, 8.2 or 8.4. 8.4 License. Eyetech hereby grants to Gilead a non-exclusive paid-up non-transferable non-assignable license under the Eyetech Product Intellectual Property to Manufacture Product in the Territory in accordance with this Agreement, solely for supply to Eyetech. Gilead shall not practice or use the Eyetech Product Intellectual Property for any purpose other than performance of its obligations under this Agreement. 31 8.5. Survival. The provisions of Sections 8.1, 8.2, and 8.3 shall survive the expiration or termination of this Agreement. SECTION 9. INDEMNIFICATION; LIMITATIONS OF LIABILITY. 9.1. Indemnification of Eyetech. Gilead shall indemnify, defend and hold Eyetech, its Affiliates, the Sublicensee and their respective officers, directors, employees and agents (each, an "Eyetech Indemnified Party") harmless from and against any and all Losses suffered, incurred or sustained by any Eyetech Indemnified Party by reason of any Claim or Proceeding

Losses suffered, incurred or sustained by any Eyetech Indemnified Party by reason of any Claim or Proceeding to the extent arising out of or resulting from (a) a breach of Gilead's representations, warranties and covenants in Section 6.1; (b) any actual or alleged injury to Person or property or death occurring to any employees, subcontractors, agents of Gilead, or any individuals on the premises of Gilead (other than injuries due to API defects existing upon receipt by Gilead); (c) product liability arising out of or resulting from failure by Gilead to Manufacture the Product in accordance with the Specifications; or (d) any negligent act or omission on the part of any Gilead Indemnified Party. Notwithstanding the foregoing, it is understood and agreed that Gilead shall not have an obligation of defense or indemnity for Claims or Proceedings or be liable for Losses to the extent that Eyetech has an obligation of defense or indemnity for Claims or Proceedings or is liable for Losses pursuant to Section 9.2. Except with respect to Losses arising out of or resulting from third party claims or Gilead's gross negligence or intentional misconduct, in no event shall Gilead's liability under this Section 9.1 exceed $[**] per occurrence 9.2. Eyetech's Indemnification of Gilead. Eyetech shall indemnify and hold Gilead, its Affiliates and its respective officers, directors, employees and agents (each, a "Gilead Indemnified Party") harmless from and against any and all Losses suffered, incurred or sustained by any Gilead Indemnified Party by reason of any Claim or Proceeding to the extent arising out of or resulting from (a) any breach of Eyetech's representations or warranties in Section 6.2; (b) any manufacture, packaging, labeling, testing, use, handling, storage, transport, disposition, marketing, distribution, and commercialization of API (prior to receipt by Gilead) or Products (following delivery by Gilead) unless such Claim or Proceeding arises out of or results from Gilead delivering Product which does not conform with the Specifications and such failure results from Gilead's failure to deliver such Product in conformance with the Product Warranty and not from any defect in the API existing prior to receipt thereof by Gilead; (c) any actual or alleged injury to Person or property or death occurring to any employees, subcontractors, agents of Eyetech, or any individuals on the premises of Eyetech; or (d) any negligent act or omission on the part of any Eyetech Indemnified Party. Notwithstanding the foregoing, it is understood and agreed that Eyetech shall not have an obligation of defense or indemnity for Claims or Proceedings or be liable for Losses to the extent that Gilead has an obligation of defense or indemnity for Claims or Proceedings or is liable for Losses pursuant to Section 9.1. 32 9.3. Assertion of Claim. The indemnification provisions set forth in Sections 9.1 and 9.2 above are conditioned upon the party claiming indemnification (i) promptly furnishing the other party with written notice of each Claim or Proceeding by reason of which there may be a Loss for which indemnity will be claimed, (ii) permitting the indemnifying party to assume the defense and/or settlement of such Claim or Proceeding at its sole cost and expense, and (iii) cooperating at the other party's reasonable request and expense in such defense and/or settlement. The indemnified party may hire counsel of its choice at its own cost and participate in the defense. In no event shall either party institute, settle or otherwise resolve any Claim or Proceeding that involves other than payment of monetary damages without the prior written consent of the other party, not to be unreasonably withheld, delayed or conditioned. 9.4 Limitation of Liability. Except as expressly provided in this Agreement, and except for breach of confidentiality obligations, neither party shall be liable to the other party (and Gilead shall not be liable to the Sublicensee or any Affiliate of Eyetech or the Sublicensee) for lost profits or for any indirect, incidental, consequential, special, punitive or exemplary damages of the other party (or of the Sublicensee or any Affiliate of Eyetech or the Sublicensee) pursuant to or relating to this Agreement, however caused, under any theory of liability. It is expressly understood and agreed that the obligations of either party under Sections 9.1 and 9.2 of this Agreement to indemnify for Losses shall not be limited by this Section 9.4. 9.5. Survival. The provisions of this Section 9 shall survive termination or expiration of this Agreement.

SECTION 10. INSURANCE. 10.1. Insurance. Each party shall obtain and keep in force throughout the Term of this Agreement and for a period of three (3) years from the date of the last delivery of Product to Eyetech hereunder, policies of insurance from carriers reasonably acceptable to the other party providing coverage as specified in Section 10.2. Each party shall require its subcontractors (to the extent approved hereunder) or, in the case of Eyetech, its Sublicensee, other sublicensees and distributors, to provide the coverage as specified in Section 10.2, and any deficiencies in the coverage or policy limits of said subcontractors, sublicensees or distributors will be the sole responsibility of such party. The provisions of this Section 10.1 shall survive the expiration or termination of this Agreement. 10.2 Coverage. 33 Each party shall acquire and maintain at its sole cost and expense (i) Statutory Worker's Compensation Insurance and Employer's Liability Insurance; and (ii) Comprehensive General Liability Insurance, including Contract Liability, Product Liability, Bodily Injury and Property Damage Insurance (with a Broad Form Vendor's Endorsement naming the other party, its subsidiaries and affiliated companies and the officers, directors, employees and agents thereof, as well as its authorized distributors and customers, as additional insureds) with a combined single limit of not less than $[**]. Each party shall require its subcontractors, to the extent approved hereunder, and, in the case of Eyetech, its Sublicensee, to provide coverages with a combined single limit of not less than $1,000,000. 10.3. Certificates of Insurance; Maintenance of Coverage. Each party shall submit a certificate of such insurance (which shall include such information as set forth in Section 10.2) to the other party for its approval as of the Effective Date. Any failure of a party to furnish such certificate within thirty (30) days of the Effective Date shall be a material breach of this Agreement. SECTION 11. TITLE, RISK OF LOSS AND REIMBURSEMENT. 11.1. Testing. Gilead shall undertake testing of each shipment of API if required by the Specifications. If the API does not meet the specifications, Gilead will promptly inform Eyetech and Gilead shall be excused from its obligation to supply Product to Eyetech until sufficient quantities of API meeting the Specifications are delivered to Gilead. Upon such delivery of replacement API, Gilead will use commercially reasonable efforts to supply Product to Eyetech within ninety (90) days taking into account Gilead's firm plans and commitments for manufacturing its own and third parties' products at the Facility. To the extent Gilead has existing stock of API which conforms to the approved Specifications and is reasonably sufficient for Manufacture of one or more whole batches of Product, nothing in the forgoing shall relieve Gilead of its obligation to supply such batch(es) of Product deriving from such conforming API, provided, however, that Gilead shall not be in breach of this Agreement for failure to supply future batches of Product if such failure results from Eyetech's or Eyetech's vendor's failure to replenish within an appropriate time Gilead's stock of API conforming to the approved Specifications. 11.2. Title and Risk of Loss. (a) Title to the API supplied by Eyetech shall remain with Eyetech; however, risk of loss for API inventory levels agreed pursuant to Section 5.4(a) shall pass to Gilead at the time API arrives at Gilead's Facilities; provided that Gilead's liability for loss of API shall be subject to the limitation set forth in Section 11.3(b). Gilead shall not use API supplied by Eyetech for any purposes other than those related to the Manufacture of the Product for supply to Eyetech pursuant hereto. 34 (b) The risk of loss or damage to API during the storage thereof by Gilead shall be solely with Gilead for

(b) The risk of loss or damage to API during the storage thereof by Gilead shall be solely with Gilead for inventory levels thereof agreed pursuant to Section 5.4(a). In the event of such loss or damage, Gilead will purchase from Eyetech, and Eyetech will sell to Gilead any API required for replacement thereof at a price equivalent to Eyetech's replacement costs. 11.3 Reimbursement for Loss of API; Non-Complying Product. (a) Subject to Section 11.3(b), Gilead will reimburse Eyetech for Eyetech's out of pocket costs for API per batch (pro-rated over the usable portion of the batch if applicable) for any batch that does not meet Specifications prior to or as of delivery by Gilead and therefore can not be released, and Gilead will be responsible for all of Gilead's costs of Manufacture of such batch (pro-rated over the usable portion of the batch if applicable), in each case to the extent that such failure to meet Specifications was caused by: (A) a breach of this Agreement by Gilead; (B) the negligence of Gilead, or (C) willful misconduct of Gilead. (b) Gilead shall not be liable or responsible for any reimbursement of API costs or for any costs of Manufacture pursuant to Section 11.3(a) for any batch or partial batch quantity that does not meet Specifications as of delivery by Gilead in excess of [**]. Disputes between the parties as to whether all or any part of a shipment rejected by Eyetech conforms with the Product Specifications shall be resolved pursuant to Sections 5.10 and 5.13. SECTION 12. CONFIDENTIAL INFORMATION. 12.1 Confidentiality of Information. In performing the obligations under this Agreement, each party shall come in contact with certain confidential and proprietary information of the other party that should reasonably be believed by the receiving party to be confidential and proprietary to the other party ("Information"). Each party agrees that it will (and will cause each of its representatives, employees and agents to): (a) use such Information obtained from the other party hereunder only in connection with the activities to be undertaken by each party as contemplated and permitted hereunder; (b) use its commercially reasonable efforts (but in no event lesser efforts than it uses to so safeguard its own confidential and proprietary information) to restrict disclosure of such Information within its own organization to those of its Affiliates, the Sublicensee (in the case of Eyetech), employees, independent contractors, and legal and legal and financial advisors who have a reasonable need to know for purposes of enabling such party to perform its obligations under this Agreement and who are subject to binding obligations of confidentiality at least as protective as those of this Section 12; and 35 (c) not divulge to third parties, without the prior written consent of the other party, any Information obtained from the other party hereunder. 12.2 Exceptions. The confidentiality and limited use obligations of Section 12.1 shall not apply if and to the extent that: (a) the Information is known to the receiving party prior to obtaining the same from the disclosing party, as demonstrated by the receiving party's written records; (b) the Information is, at the time of disclosure, in the public domain, or comes into the public domain without any fault of the receiving party (or, where the receiving party is Eyetech, its Affiliates or the Sublicensee); (c) the Information is obtained by the receiving party from a third party who is not obligated to keep the Information confidential; (d) the Information is independently developed by the receiving party and/or by any of its Affiliates (or, where the receiving party is Eyetech, by the Sublicensee), as demonstrated by the receiving party's written records; or

(e) the Information is disclosed pursuant to court order or as otherwise required by law; provided, however, that: (i) the receiving party (A) gives the disclosing party prompt written notice of such required disclosure and (B) assists the disclosing party in its reasonable efforts to prevent or limit such disclosure; and (ii) any Information disclosed pursuant to this Section 12.2.(e) shall otherwise remain Information for the purposes of this Agreement. 12.3 Return or Destruction. Upon expiration or termination of this Agreement, each party shall return to the other party, or by mutual agreement, destroy all Information of the other party and all copies, extracts, and summaries thereof, provided that it may retain one (1) copy thereof in its legal archives solely for the purpose of ensuring compliance with its surviving obligations under this Section 12. 12.4 Terms of Agreement. Neither party shall disclose or refer to the existence or terms of this Agreement in any public statements, whether oral or written, but not limited to, annual reports or shareholder reports, statements to other customers or prospective customers or other communications, without the other party's prior written consent except to the extent that such party, in its reasonable opinion, determines that such disclosure is required by law. Nothing in this Section 12.4 shall restrict a party from disclosing this Agreement to its Affiliates or, in the case of Eyetech, to the Sublicensee. 36 12.5 Survival. The provisions of this Section 12 shall survive the termination or expiration of this Agreement for a period of five (5) years. SECTION 13. TERM; TERMINATION. 13.1. Initial Term; Term. Unless terminated in accordance with the provisions of this Agreement, the initial term (the "Initial Term") of this Agreement shall commence as of the Effective Date and shall continue until the third anniversary of the first Commercial Launch of Product. Not less than 24 months prior to the expiration of the Initial Term the parties shall discuss extending this Agreement for a further period of twelve months. Thereafter the Agreement may be extended by further twelve months periods upon mutual agreement of the parties reached not less than 24 months prior to the expiration of any such extended term. The Initial Term and all renewals thereof collectively shall be considered the "Term" of this Agreement. 13.2. Termination by Eyetech. This Agreement may be terminated by Eyetech: (a) immediately upon written notice to Gilead, upon the bankruptcy (voluntary or involuntary), insolvency or placing of the business of Gilead in the hands of a receiver; or (b) if (i) an occurrence described in Section 2.9(b) occurs, (ii) the Manufacturing Committee has used good faith efforts to resolve any such supply failure for no less than forty-five (45) days and (iii) after such forty-five (45) day period, the Manufacturing Committee shall have failed to resolve such occurrence; or (c) subject to Section 13.2(d), by Eyetech upon a material breach of this Agreement by Gilead if Gilead fails to cure such breach within thirty (30) days after receipt of written notice thereof; or (d) upon written notice to Gilead given within sixty (60) days of the relevant event, with immediate effect, if at any time during the Term, Gilead acquires, is acquired by or becomes an Affiliate of a competitor of Eyetech, where a competitor is a manufacturer, supplier and/or distributor of products competitive with the Product; or

(e) after three (3) years, upon at least six (6) months prior written notice to Gilead, in the event that the Product is the subject of a consummated transaction for the sale by Eyetech and Sublicensee to a third party of substantially all Product rights in the Territory or the Product is withdrawn from the market in the Territory by Eyetech for any reason, provided that Eyetech shall comply with Section 2.4(b); or 37 (f) upon prompt written notice to Gilead upon any commitment by Eyetech not to proceed with seeking Regulatory Approval for the Product in the Territory or with commercialization of the Product in the Territory, as evidenced by (i) formal withdrawal of all New Drug Applications (and equivalents thereof) for the Territory; (ii) termination of all commercial launch planning and preparation activities for the Territory; (iii) withdrawal of the Product from the market in the Territory, or (iv) any other action by Eyetech that reasonably and clearly evidences such a commitment; or (g) upon the events giving rise to a right of termination pursuant to Section 14.1. 13.3 Termination by Gilead. This Agreement may be terminated by Gilead: (a) upon a material breach of this Agreement by Eyetech if Eyetech fails to cure such breach within thirty (30) days after receipt of written notice thereof; or (b) upon the events giving rise to a right of termination pursuant to Section 14.1. 13.4. Effect of Termination. (a) Expiration or termination of this Agreement shall not affect rights and obligations of the parties that accrue prior thereto, including that termination of this Agreement shall not affect any obligation to pay money due hereunder, indemnify, or maintain confidentiality, which either party hereto may have incurred during the Term hereof. Termination pursuant to this Section 13 shall be in addition to, and not in place of, a party's other rights and causes of action which were in existence prior to such termination. (b) Within a reasonable time after Eyetech gives notice of termination pursuant to the provisions of Sections 13.2 (b), (c), (d), (e) or (f), Eyetech agrees to have good faith discussions with Gilead regarding mitigation of unrecoverable losses resulting from amounts paid toward the purchase price of any product acquired specifically for Manufacture of Product. (c) Unless this Agreement has terminated pursuant to Sections 13.2(d) or 13.3(b), Gilead will fulfill all Orders outstanding as of the effective date of expiration or termination of this Agreement in accordance with the terms of this Agreement. If this Agreement terminates pursuant to Sections 13.2(d) or 13.3(e), (i) Gilead shall be relieved from any obligation to supply any Order for Product having a delivery date after the effective date of termination; (ii) Gilead shall use commercially reasonable efforts to reallocate its personnel, equipment and resources to other projects but to the extent it does not achieve such reallocation, Eyetech shall be liable for the costs thereof; and (iii) Eyetech shall pay Gilead for any Orders placed by Eyetech that have delivery dates after the effective date of termination a percentage of the Price appropriate to fairly compensate Gilead for lost profits on any such Orders. 13.5. Return of Materials, etc. Supplied by Eyetech. 38 (a) Upon the effective date of expiration or termination of this Agreement for any reason whatsoever, Gilead shall promptly deliver to Eyetech all Product Materials, bulk packaging materials and labels, and equipment provided by, or purchased on behalf of, Eyetech. Eyetech will promptly reimburse Gilead for Gilead's out-of-pocket costs

for any such items purchased by Gilead for use in Manufacture of Product. Gilead will remove all such equipment from the Facility and have such equipment on its dock ready for Eyetech to transport. Gilead shall maintain ownership of all other equipment utilized in connection herewith. All delivery, removal and transportation costs incurred in connection with this Section 13.5 shall be borne by Eyetech. (b) Upon the effective date of expiration or termination of this Agreement for any reason whatsoever, Gilead shall also deliver to Eyetech all Product Manufactured hereunder and in its control and shall invoice Eyetech in accordance with the terms of Section 4.3. Any Product quarantined and at the time of expiration or termination of this Agreement shall be disposed of or destroyed in accordance with Eyetech's instructions. Subsequent to the expiration or termination of this Agreement, the parties shall continue to be responsible for rejected and noncomplying Product and Product Materials in accordance with the terms of Sections 5.9 and 5.10. SECTION 14. FORCE MAJEURE; COMPETING PRODUCT. 14.1. Force Majeure. Performance under this Agreement (other than payments required to be made by any party) shall be excused to the extent prevented or delayed by fire, flood, explosion, widespread product tampering by third parties, governmental acts or regulations, war, any act of God, or by any other similar circumstances of any character reasonably beyond the control of the party so excused. The party affected shall promptly notify in writing the non-affected party or parties of the event of force majeure and the probable duration of the delay. Any delay caused by an event of force majeure shall toll the term of this Agreement, which shall be extended by the length thereof. In the event a force majeure prevents performance by either party for more than three (3) months, either party shall have the right to terminate this Agreement (in its entirety). 14.2. Competing Products. Gilead hereby agrees that during the Term of this Agreement and for a period of [**] years following the termination or expiration of this Agreement, it shall not manufacture, supply or otherwise distribute for itself or a third party, without the prior written approval of Eyetech, any product or products identical or similar to the Product, i.e. aptamers of similar composition for indications for which the Product is approved or developed. In no event shall Gilead manufacture, supply or otherwise distribute for itself or a third party a copy or "knock-off" of the Product so as to infringe or misappropriate Eyetech's or the Sublicensee's Intellectual Property. 39 SECTION 15. MISCELLANEOUS. 15.1. Relationship of the Parties. The parties shall be deemed independent contractors with respect to the terms and provisions of this Agreement and shall not in any respect act as an agent or employee of the other party. All persons employed by Gilead in connection with the manufacture and supply of the Product to Eyetech shall be employees, agents or contractors of Gilead. Under no circumstances shall employees or agents of Gilead be deemed to be employees or agents of Eyetech. 15.2. Successors and Assigns; Subcontracting. Except for assignment of this Agreement in whole to an Affiliate, or by Eyetech to the Sublicensee, upon written notice to the other party, neither party shall, without the prior written consent of the other party (which consent shall not be reasonably withheld or delayed), delegate, transfer, convey, assign or pledge any of its rights or obligations under this Agreement to any other Person. Gilead shall not subcontract any obligation or duty owed under this Agreement without the prior written consent of Eyetech. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and subject to the terms of this Section 15.2, its respective successors, legal representatives and permitted assigns. Any assignment or subcontract in contravention of this Section 15.2 shall be ineffective and considered null and void.

15.3. Notice. All notices, requests, demands or other communications to or upon the parties hereto shall be in writing and, unless otherwise specified herein, deemed to have been given or made (a) five (5) business days after being deposited in the mails, registered mail or certified, return receipt requested, postage prepaid; (b) one (1) business day after being sent by bonded courier for next business day delivery; (c) upon facsimile transmission, the receipt of which is confirmed electronically or telephonically; or (d) when personally delivered, in each case addressed to the appropriate party at the following address: IF TO EYETECH: Eyetech Pharmaceuticals, Inc. 500 Seventh Avenue, 18th Floor New York, New York 10018 Attention: Chief Executive Officer Facsimile No.: (212) 997-9251 with a copy to: Hale and Dorr LLP 60 State Street 40 Boston, Massachusetts 02109 Attention: David E. Redlick, Esq. Facsimile No: (617) 526-5000 IF TO GILEAD: Gilead Sciences, Inc. 650 Cliffside Drive San Dimas, CA 91773 Attention: Tony Caracciolo, Sr. VP, Manufacturing Telephone: (909) 394-4024 Facsimile No: (909) 599-8716 with a copy to: Gilead Sciences, Inc. 333 Lakeside Drive Foster City, CA 94404 Attention: Gregg H. Alton, VP and General Counsel Facsimile No: (650) 522-5537 The above addresses for receipt of notice may be changed by any party by notice, given as provided herein. 15.4. Entire Agreement. This Agreement, including all Attachments attached hereto and made a part hereof contain the entire understanding of the parties, superseding in all respects any and all prior oral or written agreements or understandings pertaining to the subject matter hereof. This Agreement may be amended or modified only by written agreement executed by the parties hereto. 15.5. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable Law (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its

severance therefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision that achieves the original intent of the parties reflected in the illegal, invalid or unenforceable provision as best as may be possible. 41 15.6. Waiver. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party or parties waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. Except as expressly stated herein, all remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative. 15.7. Headings. Headings in this Agreement are included for ease of reference only and have no legal effect. 15.8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 15.9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflict of law principles thereof. 42 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and to be effective as of the Effective Date. EYETECH PHARMACEUTICALS, INC.
By: /s/ Paul Chaney -------------------------Name: Paul Chaney Title: Chief Operating Officer

GILEAD SCIENCES, INC.
By: /s/ Mark L. Perry -------------------------Name: Mark L. Perry Title: Executive Vice President, Operations

43 Attachment 1 Product Supplement Macugen

1. Product Description; Strength/Pack; Item Number
Macugen Macugen 0.3mg 1.0mg To Be Determined (TBD) TBD

2.

Product Price Appendix

2.1 STANDARD SERVICES/TOLL MANUFACTURING ACTIVITIES (BATCH CHARGES): (a) For Less Than [**] Units (but less than [**] Batches) Delivered in a Calendar Year:
Batch Charge Per-Unit Filling Charge Per Unit Packaging Charge $[**] $[**] $[**]

Batch Charge is the toll manufacturing fee applicable to the semi-automatic syringe filling from a single shift aseptic filling operation (to be between approximately 10,000 and 20,000 syringes). The Per-Unit Charges shall be applied to each unit of Product delivered from a single batch (i.e., The "Unit Charges" = Number of syringes delivered multiplied by the "Per-Unit Charges") For each Batch manufactured GILEAD shall invoice EYETECH the sum of the Batch Charge plus the Unit Charges. The Batch Charge price set forth above is applicable to no fewer than [**] up to [**] Batches delivered in a calendar year. (b) For Greater Than [**] Units (but less than [**] Batches) Delivered in a Calendar Year:
Batch Charge Per-Unit Filling Charge Per Unit Packaging Charge $[**] $[**] $[**]

Batch Charge is the toll manufacturing fee applicable to the semi-automatic syringe filling from a single shift aseptic filling operation for one Batch which the Parties estimate will be between approximately 10,000 and 20,000 syringes but the exact size of which will be determined during equipment qualification and validation. The Per-Unit Charges shall be applied to each unit of Product delivered from a single batch (i.e., The "Unit Charges" = Number of syringes delivered multiplied by the "Per-Unit Charges") For each batch manufactured GILEAD shall invoice EYETECH the sum of the Batch Charge plus the Unit Charges. The Batch Charge price set forth above is applicable to no fewer than [**] and up to [**] batches delivered in a calendar year. (c) For Greater Than [**] Batches (but less than [**] Batches) Delivered in a Calendar Year:
Batch Charge Per-Unit Filling Charge Per Unit Packaging Charge $[**] $[**] $[**]

Batch Charge is the toll manufacturing fee applicable to the semi-automatic syringe filling from a single shift aseptic filling operation (to be between approximately 10,000 and 20,000 syringes).

The Per-Unit Charges shall be applied to each unit of Product delivered from a single batch (i.e., The "Unit Charges" = Number of syringes delivered multiplied by the "Per-Unit Charges") For each batch manufactured GILEAD shall invoice EYETECH the sum of the Batch Charge plus the Unit Charges. (d) For greater than [**] Batches (but less than [**] Batches) Delivered in a Calendar Year:
Batch Charge Per-Unit Filling Charge Per Unit Packaging Charge $[**] $[**] $[**]

Batch Charge is the toll manufacturing fee applicable to the semi-automatic syringe filling from a single shift aseptic filling operation (to be between approximately 10,000 and 20,000 syringes). The Per-Unit Charges shall be applied to each unit of Product delivered from a single batch (i.e., The "Unit Charges" = Number of syringes delivered multiplied by the "Per-Unit Charges") (e) For greater than [**] Batches delivered in a Calendar Year:

Batch Charge Per-Unit Filling Charge Per Unit Packaging Charge

$[**] $[**] $[**]

Batch Charge is the toll manufacturing fee applicable to the semi-automatic syringe filling from a single shift aseptic filling operation (to be between approximately 10,000 and 20,000 syringes). The Per-Unit Charges shall be applied to each unit of Product delivered from a single batch (i.e., The "Unit Charges" = Number of syringes delivered multiplied by the "Per-Unit Charges") For each batch manufactured GILEAD shall invoice EYETECH the sum of the Batch Charge plus the Unit Charges. All of these Batch/Unit charges and related assumptions are based on GILEAD's experience with EYETECH's Product to date and Critical Equipment/discussions with Eyetech to date. GILEAD reserves the right to make reasonable pricing adjustment, per Section 5.2 (b) of the Manufacturing and Supply Agreement if needed to accommodate Product Specification changes or changes to the Product Supplement. GILEAD charges for additional support services/handling requirements (i.e., above and beyond the Standard Services/Toll Manufacturing Activities in Section 4, hereinbelow) including, but not limited to validation and tech transfer efforts for the Product shall be ordered by EYETECH as set forth in Section 2.2 of this Attachment. GILEAD charges for additional support services/handling requirements/materials purchasing as it relates to all aspects (except for the labor component identified as the "Per Unit Packaging Charge", hereinabove) of primary (i.e., the pouch/bag/tray directly containing the Product syringe) and secondary (any respective product cartoning) labeling and packaging materials, on a cost plus [**]% basis. NOTE: These charges (hereinabove) are expressly conditional upon Eyetech continuing to make additional capital investments in additional Critical Equipment in accordance with Section 2.2(b) to facilitate the Manufacture of the PRODUCT at GILEAD's Facility. 2.2 MINIMUM LABOR PRICING FOR SUPPORT SERVICES PERFORMED OUTSIDE THE "STANDARD SERVICES/TOLL MANUFACTURING ACTIVITIES" (HOURLY RATE): In the event of unique/non-routine requirements associated with the Product, cost estimates for Regulatory,

Validation, Tech Transfer, additional (i.e., other than the one annual Product stability lot) stability studies and other services will be provided upon request after requirements (i.e., a work plan) are mutually agreed upon by GILEAD and EYETECH. Costs for such services will

be procured by EYETECH by separate Purchase Order and will be based upon a time/rate basis using following scale (on a per hour basis for the 2003 Calendar Year): Hourly Rates:
Project Support Services (Clerical, General Administrative) Technician/Specialist Engineer/Manager/Scientist Director/Sr. Engineer/Sr. Scientist/Sr. Regulatory Vice President/Legal $[**] $[**] $[**] $[**] $[**]

After December 31, 2003, GILEAD may make adjustments to these Hourly Rates as GILEAD requires. Such adjustments to these Hourly Rate will be clearly indicated as part of any quotation GILEAD makes for a mutually agreed upon work plan. 3. Initial Planning Forecast and Annual Minimum Percentages: Eyetech's initial (5) Five Year Planning Forecast of Orders for Product from Gilead on a calendar year basis:
Through Q4/2004 [**] syringes 2005 [**] 2006 [**] 2007 [**] 2008 [**]

Annual Minimum Percentages:
--------------------------------------------------------------Through Launch 1st Commercial 2nd Commercial 3rd Commercial Year Year Year --------------------------------------------------------------100% 100% [**]% [**]% ---------------------------------------------------------------

4. Description of Work That Constitutes The "STANDARD SERVICES/TOLL MANUFACTURING ACTIVITIES" To Be Performed By Gilead: Gilead shall manufacture Product for Eyetech from the active drug substance (API) as supplied by Eyetech. The Becton Dickinson syringe and stoppers components and other required starting materials shall be procured by Gilead and included in Product cost. Eyetech will approve the master production and control documents (i.e., Gilead's Master Production Records [MPR] and Specifications [SPC]) for compounding, component preparation, aseptic filling, visual inspection of unlabeled filled syringes, individual and/or bulk syringe container labeling/encoding, individual and/or bulk syringe container

packaging (e.g., bagging, sealing as primary and/or secondary [product shelf cartooning] packaging), shipping of individual and/or bulk syringes, and warehousing such Product in accordance with the Specifications that will be followed by GILEAD in the manufacture and testing of the Product and that constitute Exhibit A of this Attachment. Eyetech will provide released API at Gilead's Facility at least two weeks prior to commencement of Product manufacturing. Each will have a release certificate provided to Gilead by Eyetech. API shall be tested by Gilead using Gilead's approved procedures to confirm their identity.

Gilead will supply approved sodium phosphate monobasic monohydrate, sodium phosphate dibasic heptahydrate, sodium chloride, sodium hydroxide, hydrochloric acid, nitrogen, and Water for Injection. Gilead will perform quality control tests on these materials and release for use per approved Gilead procedures. Gilead's QC will perform lot specific in-process tests and lot specific testing to release specifications per approved Gilead procedures in Exhibit A of this Attachment. Gilead will additionally perform quality control tests to stability specifications on one lot per year (i.e., the annual stability lot) per approved Gilead procedures in Exhibit A of this Attachment. 5. Purchase Order/Invoicing Contacts: 5.1. Orders to be directed to Gilead via fax at (909) 599-8716, Attention: Gilead Purchasing - Purchasing at (909) 599-8716. 5.2. Invoices to be directed to Eyetech via fax at (212) 997-9251, Attn: Vice President - Finance via fax at (212) 997-9251.

Attachment 1 - Product Supplement - Macugen (continued) EXHIBIT A - Master production Records, Bill Of Materials, Analytical Methods and Specifications that constitute Standard Services (unless otherwise noted):
EFFECTIVE TITLE DATE -----------------------------------------------------------------------------------NUMBER REVISION

[**]

Attachment 2 Critical Equipment
Equipment Model No. Manufacturer Description S/N -----------------------------------------------------------------------

[**]

Attachment 2-A Building and Equipment Improvement Plan and Budget We understand that the cap on this budget will be $[**], though the parties agree that much less may actually be required depending on Eyetech's requirements.

Attachment 3 Initial Manufacturing Committee Membership Gilead and Eyetech initially designate the following two (2) representatives to serve as members of the Manufacturing Committee: For Eyetech: Chuck WilliamsSenior VP Manufacturing Telephone: 973 539 6009 (x229) Facsimile: 973 539 2665 Donald HodgsonDirector Manufacturing Telephone: 714 992 4889 Facsimile No: 714 526 1495 For Gilead: Tony Caracciolo, Sr. VP, Manufacturing Telephone: (909) 394-4024 Facsimile No: (909) 599-8716 Peter Durfee, Sr. Director Manufacturing/Engineering Telephone: (909) 394-4022 Facsimile No: (909) 599-1875 2 Attachment 4 Work Plan for Technology Transfer GILEAD WILL FOLLOW ITS RELATED SOP NO. 877, "LABORATORY TECHNOLOGY TRANSFER OF ANALYTICAL METHODS", TO TRANSFER THE RESPECTIVE MACUGEN TEST METHODS TO THE GILEAD QUALITY CONTROL (QC) LABORATORIES IN SAN DIMAS. SUCH A TYPICAL INTER-LABORATORY TECHNOLOGY TRANSFER OF VALIDATED METHODS REQUIRES MULTIPLE ASSAY PERFORMANCE ON THREE PRODUCT LOTS.

THE EYETECH METHODS TO BE TRANSFERRED ARE LISTED ON PAGE TWO OF THIS ATTACHMENT 4. GILEAD WILL PERFORM THIS EFFORT ON A TIME AND MATERIAL BASIS NOT TO EXCEED (NTE) [**] HOURS, BREAKOUT ESTIMATES FOR WORK TO BE PERFORMED BY GILEAD IN SAN DIMAS ARE AS FOLLOWS: GILEAD QC LABORATORY ESTIMATES:
CHEMISTRY TESTING MICROBIOLOGY TESTING ADDITIONAL REPORTS AND DOCUMENTATION PREPARATION QC HOURS SUB-TOTAL: GILEAD PPC LABORATORY ESTIMATES: CHEMISTRY TESTING MICROBIOLOGY TESTING (EXCLUDES STERILITY) ADDITIONAL REPORTS AND DOCUMENTATION PREPARATION PPC HOURS SUB-TOTAL: GILEAD QA SUPPORT ESTIMATES: PPC HOURS SUB-TOTAL: TOTAL PROJECT NTE HOURS: [**] [**] [**] [**] HOURS HOURS HOURS HOURS [**] [**] [**] [**] HOURS HOURS HOURS HOURS

[**] HOURS [**] HOURS [**] HOURS

COSTS FOR THESE SERVICES WILL BE PROCURED BY EYETECH BY SEPARATE PURCHASE ORDER AND WILL BE BASED UPON A TIME/RATE BASIS USING FOLLOWING SCALE (ON A PER HOUR BASIS FOR THE 2003 CALENDAR YEAR) OF HOURLY RATES:
PROJECT SUPPORT SERVICES (CLERICAL, GENERAL ADMINISTRATIVE) TECHNICIAN/SPECIALIST ENGINEER/MANAGER/SCIENTIST DIRECTOR/SR. ENGINEER/SR. SCIENTIST/SR. REGULATORY VICE PRESIDENT/LEGAL $[**] $[**] $[**] $[**] $[**]

2

NOTE: These estimates are based upon GILEAD'S experiences to date, method complexity and GILEAD'S related procedures. GILEAD reserves the right to revise these estimates after obtaining a copy of the formal Tech Transfer Protocol under development by Dr. Scypinski at Eyetech. ] 2 Eyetech Method List API
Test Appearance Water PH & Solution Clairity UV Abs RP PBA SEC AE MTD # AN-TMD-1011 AN-TMD-1007 AN-TMD-1010 AN-TMD-1018 MTD 283(Gilead mtd) AN-TMD-1009 AN-TMD-1002 AN-TMD-1001

AE Base composition*

AN-TMD-1001 AN-TMD-1004

* Is not required for ICH stability DRUG PRODUCT
Test Appearance Evaluation of Visible Particles Appearance of 2(degree) Delivered Volume pH Osmolality Viscosity AE SEC UV Abs PBA Endotoxins MTD # AN-TMD-1012 AN-TMD-1020 AN-TMD-1021 AN-TMD-1008 AN-TMD-1013 AN-TMD-1015 TBD AN-TMD-1001 AN-TMD-1002 AN-TMD-1018 AN-TMD-1009 AN-TMD-1006

2 EXHIBIT 10.59 SUMMARY OF INTERIM RETAINER FEE FOR NON-EMPLOYEE DIRECTORS On March 15, 2006, our Compensation Committee of the Board of Directors approved an interim retainer fee to cover service by non-employee directors on the Board (including on any Board committees) for the interim period from March 16, 2006 to June 14, 2006. The purpose of such action is to compensate board members for service during the interim period between March 16, 2006 and the 2006 Annual Meeting of Stockholders, such service of which would otherwise not have been compensated as a result in the change of our fiscal year end. The interim retainer fee is an amount equal to each director's current annual retainer fee, pro-rated for the interim period as set forth below: Chairman of the Board: Interim retainer of $37,500, half of which must be taken as OSI Common Stock with three-month transfer restriction. Balance to be taken in cash or stock at director's option. Chairman of the Audit Committee: Interim retainer of $22,500, half of which must be taken as OSI Common Stock with three-month transfer restriction. Balance to be taken in cash or stock at director's option. Audit Committee Member: Interim retainer of $18,750, half of which must be taken as OSI Common Stock with three-month transfer restriction. Balance to be taken in cash or stock at director's option. Other Committee Member: Interim retainer of $15,625, half of which must be taken as OSI Common Stock with three-month transfer restriction. Balance to be taken in cash or stock at director's option. Consistent with the terms of our Amended and Restated Stock Incentive Plan, one-half of of each non-employee director's interim retainer is payable in the form of an award of restricted OSI common stock, and the remainder is paid in cash on a monthly basis, unless the director elects to receive additional shares of OSI common stock. The grant of restricted stock will be made on March 16, 2006 and will vest in three equal installments on April 16, 2006, May 16, 2006 and June 14, 2006.

EXHIBIT 21 SUBSIDIARIES OF THE COMPANY

(OSI) Eyetech, Inc., organized under the laws of Delaware. OSI Pharmaceuticals (UK) Limited, organized under the laws of the United Kingdom. Prosidion Limited, organized under the laws of the United Kingdom.

EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors OSI Pharmaceuticals, Inc.: We consent to the incorporation by reference in the registration statements on Form S-8 (No. 333-129749, No. 333-91118, No. 333-65072, No. 333-42274, No. 333-39509, No. 333-06861, No. 33-64713, No. 3338443) and on Form S-3 (333-124279) of OSI Pharmaceuticals, Inc. and subsidiaries of our reports dated March 13, 2006, relating to (i) the consolidated balance sheets of OSI Pharmaceuticals, Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders' equity and cash flows, for the year ended December 31, 2005, for the three months ended December 31, 2004, and for each of the two fiscal years in the period ended September 30, 2004, and (ii) management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2005, and the effectiveness of internal control over financial reporting as of December 31, 2005, which reports appear in the December 31, 2005 Annual Report on Form 10-K of OSI Pharmaceuticals, Inc. Our report described in (ii) above contains an explanatory paragraph relating to the exclusion of internal control over financial reporting associated with one entity acquired during 2005 from management's assessment and our assessment of the effectiveness of internal control over financial reporting of OSI Pharmaceuticals, Inc. as of December 31, 2005. As discussed in note 1(b) to the consolidated financial statements, the Company adopted EITF 00-21 "Revenue Arrangements with Multiple Deliverables" in fiscal 2004. As discussed in notes 1(j) and 8 to the consolidated financial statements, the Company fully adopted the provisions of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" in fiscal 2003.
March 15, 2006 /s/ KPMG LLP

  

EXHIBIT 31.1  CERTIFICATION       I, Colin Goddard, Ph.D. certify that:        1. I have reviewed this annual report on Form  10-K of OSI Pharmaceuticals, Inc.;       2. Based on my knowledge, this report does not contain any untrue statement of a material fact  or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;       3. Based on my knowledge, the financial statements, and other financial information included in  this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;       4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act

  

EXHIBIT 31.1  CERTIFICATION       I, Colin Goddard, Ph.D. certify that:        1. I have reviewed this annual report on Form  10-K of OSI Pharmaceuticals, Inc.;       2. Based on my knowledge, this report does not contain any untrue statement of a material fact  or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;       3. Based on my knowledge, the financial statements, and other financial information included in  this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;       4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules  13a-15(f) and 15(d)-15(f)) for the registrant and have:          a) designed such disclosure controls and procedures, or caused such disclosure controls  and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  

         b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  

         c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 
  

         d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and       5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):          a) all significant deficiencies and material weaknesses in the design or operation of internal  control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 
  

         b) any fraud, whether or not material, that involves management or other employees who  have a significant role in the registrant’s internal control over financial reporting. Date: March 16, 2006    
  
   

/s/COLIN GODDARD, Ph.D.  Colin Goddard, Ph.D.  Chief Executive Officer 135

     

  

EXHIBIT 31.2  CERTIFICATION

  

EXHIBIT 31.2  CERTIFICATION       I, Michael G. Atieh, certify that:        1. I have reviewed this annual report on Form  10-K of OSI Pharmaceuticals, Inc.;       2. Based on my knowledge, this report does not contain any untrue statement of a material fact  or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;       3. Based on my knowledge, the financial statements, and other financial information included in  this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;       4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules  13a-15(f) and 15(d)-15(f)) for the registrant and have:          a) designed such disclosure controls and procedures, or caused such disclosure controls  and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  

         b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  

         c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 
  

         d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and       5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):          a) all significant deficiencies and material weaknesses in the design or operation of internal  control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 
  

         b) any fraud, whether or not material, that involves management or other employees who  have a significant role in the registrant’s internal control over financial reporting. Date: March 16, 2006             
  

 

 

/s/MICHAEL G. ATIEH Michael G. Atieh Executive Vice President and Chief Financial Officer 136

  

EXHIBIT 32.1  OSI PHARMACEUTICALS, INC.

  

EXHIBIT 32.1  OSI PHARMACEUTICALS, INC. CERTIFICATION PURSUANT TO 18 U.S.C. § 1350,  AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of OSI Pharmaceuticals, Inc. (the “Company”) on Form   10-K for the year ended December 31, 2005 as filed with the Securities and Exchange  Commission on the date hereof (the “Report”), I, Colin Goddard, Ph.D., Chief Executive Officer of  the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934; and  (2) The information contained in the Report fairly presents, in all material respects, the financial  condition and result of operations of the Company.          Date: March 16, 2006 
  

 

 

/s/COLIN GODDARD, Ph.D.  Colin Goddard, Ph.D.  Chief Executive Officer

137
  

EXHIBIT 32.2  OSI PHARMACEUTICALS, INC. CERTIFICATION PURSUANT TO 18 U.S.C. § 1350,  AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of OSI Pharmaceuticals, Inc. (the “Company”) on Form   10-K for the year ended December 31, 2005 as filed with the Securities and Exchange  Commission on the date hereof (the “Report”), I, Michael G. Atieh, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934; and  (2) The information contained in the Report fairly presents, in all material respects, the financial  condition and result of operations of the Company.             Date: March 16, 2006 
  

 

 

/s/MICHAEL G. ATIEH Michael G. Atieh Executive Vice President and Chief Financial Officer

138

  

EXHIBIT 32.2  OSI PHARMACEUTICALS, INC. CERTIFICATION PURSUANT TO 18 U.S.C. § 1350,  AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of OSI Pharmaceuticals, Inc. (the “Company”) on Form   10-K for the year ended December 31, 2005 as filed with the Securities and Exchange  Commission on the date hereof (the “Report”), I, Michael G. Atieh, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934; and  (2) The information contained in the Report fairly presents, in all material respects, the financial  condition and result of operations of the Company.             Date: March 16, 2006 
  

 

 

/s/MICHAEL G. ATIEH Michael G. Atieh Executive Vice President and Chief Financial Officer

138