OSI PHARMACEUTICALS INC
EX-10.54: LICENSE, MANUFACTURING AND SUPPLY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.54
<SEQUENCE>8
<FILENAME>y18060exv10w54.txt
<DESCRIPTION>EX-10.54: LICENSE, MANUFACTURING AND SUPPLY AGREEMENT
<TEXT>
<PAGE>
                                                                   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


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            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


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            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.


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      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:


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            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
            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


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            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
            [**].


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      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.

      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          THE SPECIFICATIONS

            Schedule II         REMUNERATION AND INITIAL FORECAST

            Schedule III        SHEARWATER PATENT RIGHTS


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            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


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                  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.


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            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
                  non-disclosure 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
<PAGE>
                  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.


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<PAGE>
      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 [**];

                  (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
<PAGE>
                  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
<PAGE>
            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
<PAGE>

            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. 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
<PAGE>

            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
<PAGE>

            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. 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
<PAGE>
            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
<PAGE>
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.

      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
<PAGE>
                  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
<PAGE>
            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 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 KNOW-HOW that is less than [**]
                  dollars ($[**]).

                                                                   Page 21 of 40
<PAGE>
                  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 KNOW-HOW 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
<PAGE>
            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
<PAGE>
            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
<PAGE>
            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
<PAGE>
      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 non-disclosure 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
<PAGE>
                  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
<PAGE>
            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 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
<PAGE>
                  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
<PAGE>

         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 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
<PAGE>


                  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
<PAGE>

                           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
<PAGE>

                  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
<PAGE>

                  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 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
<PAGE>

                  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:                    For and on behalf of:
Shearwater Corporation                   Eyetech Pharmaceuticals, Inc.
Signature /s/ Stephen A. Charles         Signature /s/ Harsha Murthy
          ----------------------------             ----------------------------
Name:  Stephen A. Charles, Ph.D.         Name:  Harsha Murthy
Title:  Vice President, Corporate        Title: Vice President, Business
        Development                             Strategy & General Counsel


                                                                   Page 35 of 40
<PAGE>

                                   SCHEDULE I

                               THE SPECIFICATIONS

                                    [**][**]

<TABLE>
<CAPTION>
PROCEDURE NUMBER      TEST                             SPECIFICATION
<S>                   <C>                              <C>
[**]                  [**]                             [**]
[**]                  [**]                             [**]
[**]                  [**]                             [**]
[**]                  [**]                             [**]
[**]                  [**]                             [**]
[**]                  [**]                             [**]
[**]                  [**]                             [**]

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

                      [**]
[**]                  [**]                             [**]
[**]                  [**]                             [**]
[**]                  [**]                             [**]
</TABLE>

ALL FORMS PRESENTING THE ABOVE RESULTS MUST BE ATTACHED

                                      [**]


                                                                   Page 36 of 40
<PAGE>

                                   SCHEDULE II

                        REMUNERATION AND INITIAL FORECAST

Pursuant to Section 7.1 the following milestone payments will be payable by
EYETECH to SHEARWATER:


<TABLE>
<CAPTION>
MILESTONE                                         MILESTONE PAYMENT (US DOLLARS)
<S>                                               <C>
Within ten (10) days from the INDEPENDENT
  COUNSEL'S AFFIRMATIVE DETERMINATION                                $1,500,000
Within [**] of [**]                                                  $[**]
Within [**] of [**]                                                  $[**]
</TABLE>


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:

<TABLE>
<CAPTION>
CALENDAR QUARTER FOLLOWING THE EFFECTIVE DATE   AMOUNT OF REAGENT REQUIRED (KG)
<S>                                             <C>
1
2
3
4
5
6
7
8
</TABLE>


                                                                   Page 37 of 40
<PAGE>

Pursuant to Section 7.5.1, EYETECH will pay to SHEARWATER the following prices
for the REAGENT manufactured according to cGMP and the SPECIFICATIONS.

<TABLE>
<CAPTION>
TOTAL AMOUNT OF REAGENT PURCHASED OVER 12               PRICE PER GRAM (DOLLARS)
MONTH PERIOD (KG)
<S>                                                     <C>
Less than [**] kg                                                          $[**]

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                                           $[**]
</TABLE>


                                                                   Page 38 of 40
<PAGE>

                                  SCHEDULE III

                            SHEARWATER PATENT RIGHTS

<TABLE>
<CAPTION>
SC REFERENCE         PATENT NUMBER       PRIORITY DATE       STATUS
<S>                  <C>                 <C>                 <C>
[**]                 [**]                [**]                [**]
[**]                 [**]                [**]                [**]
[**]                 [**]                [**]                [**]
</TABLE>


                                                                   Page 39 of 40
<PAGE>

                                   SCHEDULE IV

                                  ENZON PATENTS

[**]


                                                                   Page 40 of 40
</TEXT>
</DOCUMENT>
