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SPYGLASS OPHTHALMICS
UNIVERSITY COLORADO MEDICINE
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement is made between SpyGlass Ophthalmics, Inc. (hereinafter referred to as “SpyGlass”) and University Physicians, Inc., d/b/a University of Colorado Medicine (“CU Medicine”), with a business address of 13199 E. Montview Boulevard, Aurora, CO 80045, a Colorado non-profit corporation established by the Board of Regents of the University of Colorado to serve as the fiscal and business agent for the University of Colorado School of Medicine (“SOM”) and its faculty members, including Malik Kahook, M.D. (“Consultant”).
WHEREAS, the University of Colorado has established CU Medicine to serve as the business and fiscal agent of SOM.
WHEREAS, SpyGlass has need for professional services as described below and desires to secure the professional services of Consultant who is a SOM faculty member and employee.
WHEREAS, CU Medicine is willing to contract on behalf of SOM for the provision of such services by Consultant for SpyGlass.
WHEREAS, CU Medicine is an independent non-profit organization that serves as the centralized business and contracting agent for SOM, and all full-time employees of SOM, including Consultant, have assigned rights to any income earned from professional services to CU Medicine. Income from such services is billed and collected by CU Medicine and then disbursed to SOM in accordance with CU Medicine policies and procedures. CU Medicine performs centralized business and administrative functions on behalf of SOM and in no manner engages in the practice of medicine itself. The parties acknowledge and agree that CU Medicine is authorized to bill for and collect from SpyGlass the fees arising from this Agreement for the services performed by Consultant.
NOW, THEREFORE, it is mutually agreed as follows:
I. SERVICES
The services to be provided to SpyGlass are as follows:
a. Advice and hands on wet labs with development of novel intraocular lenses and ancillary tools associated with technology owned by the Regents of the University of Colorado, a body corporate, on behalf of the University of Colorado Denver at the Anschutz Medical Campus (“University”) and subject to an option agreement and/or exclusive license agreement between SpyGlass and University (collectively, a “License Agreement”), and
b. Advice on development, market potential, and clinical testing of technology developed or acquired by SpyGlass independently from University, and unrelated to technology subject to a License Agreement.
The services to be provided under this Agreement shall be performed by Consultant. Consultant shall perform the services in a competent and professional manner and SpyGlass shall pay CU Medicine for the services in accordance with the terms and conditions set forth in this Agreement.
II. PERIOD OF PERFORMANCE
This Agreement shall be effective from February 1, 2019, through January 31, 2020, unless sooner terminated. Either party hereto may terminate this Agreement at any time by giving not less than 30 days advance written notice to the other party. Upon early termination of this Agreement, SpyGlass shall pay CU Medicine for all services rendered through the effective date of termination.
This Agreement may be extended, renewed or otherwise amended at any time by the mutual written consent of the parties hereto.
III. COMPENSATION
SpyGlass agrees to pay CU Medicine for the services performed pursuant to this Agreement, as set forth below. The parties agree that CU Medicine is authorized to bill for and collect fees for all services performed pursuant to this Agreement.
$16,667 per month.
CU Medicine will submit invoices to SpyGlass, which will be due and payable within thirty days. SpyGlass agrees that if services are provided prior to the effective date of this Agreement, SpyGlass will compensate CU Medicine in accordance with the above stated payment rates.
Invoices should be addressed to:
SpyGlass Ophthalmics
Glenn Sussman
26431 Crown Valley Parkway, Suite 250
Mission Viejo, CA 92691
[***]
P: [***]
Payments shall be payable to “University of Colorado Medicine” at:
University of Colorado Medicine
Finance Department
P.O. Box 110247
Aurora, CO 80042-0247
[***]
Commercial Reasonableness/Fair Market Value/Non-Inducement
The parties represent and warrant that the fee payable under this Agreement was determined by the parties through good faith and arms’ length bargaining, constitutes fair market value for the Services, and has not been determined in a manner that takes into account the volume or value of any business between the parties. Consultant is not required to use or recommend SpyGlass products, and the parties represent and warrant that the fee is not intended to reward Consultant for the use or recommendation of such products or to induce Consultant to use or recommend use of such company products. The parties agree that Consultant is under no obligation to solicit, refer, or solicit referrals of patients for any SpyGlass business. Consultant will not receive any benefit of any kind for making any referrals nor suffer any detriment for not making such referrals. The parties further agree that no amount paid hereunder is intended to be, nor shall be construed as, an inducement or payment for referral of or recommending referral of patients for any SpyGlass business by Consultant. In addition, the fees charged hereunder do not include any discount, rebate, kickback, or other reduction in charge, and the fees charged hereunder are not intended to be, nor shall they be construed as, an inducement or payment for referral, or recommendation of referral, of business between the parties. The sole purpose of the fee payable to CU Medicine hereunder is to pay fair market value for the Services provided by Consultant to SpyGlass.
IV. INDEPENDENT CONTRACTOR
All services hereunder shall be provided as an independent contractor. Nothing in this Agreement shall be interpreted or construed to create a relationship of employment, partnership, or joint venture between CU Medicine and SpyGlass. SOM shall be solely responsible for the payment of all payroll and other applicable taxes for its employee and for the payment and provision of any applicable employment benefits for its employee, including workers compensation coverage.
V. APPLICABLE LAW
This contract is expressly made subject to all laws and regulations of the United States and the State of Colorado. Contractual provisions required by such laws and regulations, but not having been set out herein, are hereby incorporated by this reference as though expressly set out in full.
VI. CONFIDENTIAL INFORMATION
CU Medicine agrees that any information or material disclosed by SpyGlass under this Agreement concerning SpyGlass and reasonably identified by SpyGlass as confidential will not be disclosed to any other person or entity or used in any manner except in connection with performing the services under this Agreement. CU Medicine, upon request, will promptly return to SpyGlass all materials and documents containing confidential information that have been so furnished by SpyGlass.
The foregoing shall not apply to information that is or becomes otherwise publicly available, is acquired from a third party with no confidentiality obligations to SpyGlass, is independently developed without reference to such information, or is required to be disclosed by law, regulation, or the order of a court or other competent legal authority.
VII. INTELLECTUAL PROPERTY
a. SpyGlass acknowledges that Consultant is an employee of the University of Colorado Denver and is subject to University policies concerning consulting, conflicts of interest, and intellectual property (“CU Policies”). The University maintains any and all rights in and to any discoveries in which the University has an interest that are created by its employees, as determined by CU Policies, as may be amended from time to time; including but not limited to:
Regents Policy 5.J. https://www.cu.edu/regents/policy-5j-intellectual-property-policy-discoveries-and-patents-their-protection-and Administrative Policy Statement 1013 https://www.cu.edu/ope/aps/1013.
b. SpyGlass Technology Developed or Acquired Independently from University
i. In order for discussions between Consultant and SpyGlass to be meaningful and productive, it is imperative that SpyGlass be able to discuss its research, development and marketing objectives, concepts, plans, initiatives, programs, projects and other activities with Consultant as openly and freely as possible. Equally important is that SpyGlass be able to use information shared by Consultant during such discussions. In furtherance of these key objectives, University, hereby grants to SpyGlass a non-exclusive, royalty-free, fully paid-up license to use for any purpose any ideas, inventions, designs, improvements, and discoveries that are not related to the technology that is subject to a License Agreement and that may be shared with SpyGlass, or made, by Consultant in the course of Consultant’s services hereunder, without any further obligation to CU Medicine or University. To the extent that Consultant makes an invention that may be patentable in the performance of the services under this Agreement that is not related to the technology that is subject to a License Agreement (each such an invention a “SpyGlass Invention”) and Consultant is determined to be the sole or a joint inventor of the SpyGlass Invention, Consultant and University, agree to assign and hereby do assign to SpyGlass all of his/her/its rights in and to the SpyGlass Invention (herein referred to as the “SpyGlass Invention Rights”), and Consultant shall cooperate with SpyGlass as reasonably necessary in the filing of appropriate patent applications directed to the SpyGlass Invention, at the sole discretion and expense of SpyGlass.
ii. SpyGlass Inventions do not include any inventions made by Consultant that arise directly from Consultant’s (i) performance of duties required by a University grant or contract; (ii) substantial use of University resources; (iii) use of sponsored program funds supplied or administered by University, or (iv) activities
related to, inventions derived from, or improvements made to, University technologies subject to a License Agreement either currently in effect or that come into effect in the future.
iii. SpyGlass Inventions do not include any invention that Consultant, CU Medicine or University demonstrates, by Consultant’s written records, was developed independently of this Agreement. In the event that Consultant elects to share information with SpyGlass in the course of providing services hereunder that relates to an independently developed discovery, Consultant shall notify SpyGlass in writing regarding the existence of such independently developed discovery and the existence of any associated patent application or issued patent prior to disclosing to SpyGlass any material non-public details thereof. SpyGlass may elect not to receive Consultant’s information relating to such an independently developed discovery.
c. University Technology
To the extent that Consultant separately or together with SpyGlass generates any ideas, inventions, discoveries, designs improvements, or other intellectual property related to or derived from technology that is the subject of a License Agreement in the performance of the services under this Agreement (“New University IP”), Consultant will assign his rights in such New University IP to the University under the CU Policies. University or Consultant and SpyGlass shall each disclose to SpyGlass or University, respectively, any New University IP developed or co-developed by it within thirty (30) days of its becoming aware of the New University IP. SpyGlass shall treat a disclosure of New University IP as confidential information of University and shall not disclose the New University IP to any third parties without the consent of University. The New University IP will be added to the relevant License Agreement by a written amendment executed by both SpyGlass and University according to the terms of the relevant License Agreement, which amendment shall include diligence terms appropriate to the New University IP.
VIII. MISCELLANEOUS PROVISIONS
Amendments
This Agreement may be amended only by written agreement signed by each of the parties hereto. This Agreement shall be binding upon, and shall inure to the benefit of the respective parties hereto and shall not be assigned without the consent of all parties hereto.
Force majeure
No liability hereunder shall result to either party by reason of delay in performance caused by force majeure — that is circumstances beyond the reasonable control of the party, including, without limitation, acts of God, fire, flood, war, civil unrest, or shortage of or inability to obtain materials and equipment.
Severability
In the event that any clause or provision of this Agreement (or the application of such clause or provision to a particular set of circumstances) is declared by a court or other competent authority to be invalid, illegal, or unenforceable, such holding or declaration shall not in any way effect the validity or enforceability of any other clause or provision of this Agreement.
Entire Agreement
This Agreement, including its exhibits, if any, sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written communications or understandings between the parties as to the subject matter of this Agreement and may not be changed, modified, or discharged, in whole or in part, except by a writing signed by both parties.
IX. NOTICES
Any notice required to be given pursuant to the terms and provisions hereof shall be in writing and shall be sent by certified mail, return receipt requested;
| | | | | |
| to Company: | SpyGlass Ophthalmics Glenn Sussman 26431 Crown Valley Parkway, Suite 250 Mission Viejo, CA 92691 |
| |
| to CU Medicine: | Gail Albertson, Chief Operating Officer University of Colorado Medicine P.O. Box 111719 Aurora, CO 80042-1719 - street address - 13199 East Montview Boulevard Aurora, CO 80045 |
X. SIGNATURE AUTHORITY
By signing this Agreement, CU Medicine is acting on behalf of SOM in CU Medicine’s capacity as SOM’ s designated business and fiscal agent. All services to be performed pursuant to this Agreement will be carried out by Consultant as a SOM employee/faculty member, who at all times will be subject to and covered by SOM administrative policies and all applicable Colorado state law and regulation governing public employees of the state of Colorado and its component units and departments, including the University of Colorado and the University of Colorado School of Medicine.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.
SPYGLASS OPHTHALMICS
| | | | | | | | | | | | | | |
| /s/ Glenn Sussman | | 2/21/2019 | |
| Glenn Sussman | | Date | |
| CEO | | | |
UNIVERSITY OF COLORADO MEDICINE
| | | | | | | | | | | | | | |
| /s/ Jane Schumaker | | 2/19/2019 | |
| Jane Schumaker | | Date | |
| Executive Director | | | |
| Senior Associate Dean for Finance and Administration | | | |
| University of Colorado School of Medicine | | | |
Solely with respect to its agreement in Section VII and without becoming a party to this Agreement:
THE REGENTS OF THE UNIVERSITY OF COLORADO, A BODY CORPORATE, ON BEHALF OF THE UNIVERSITY OF COLORADO DENVER AT THE ANSCHUTZ MEDICAL CAMPUS
| | | | | | | | | | | | | | |
| /s/ Kimberly Muller | | 2/15/2019 | |
| Kimberly Muller | | Date | |
| Managing Director, CU Innovation | | | |
AMENDMENT
This is an amendment, effective 7/1/19, to the Agreement dated 2/1/19 between SpyGlass Ophthalmics, Inc. and University Physicians, Inc., d/b/a University of Colorado Medicine (CU Medicine), for the services of Dr. Malik Kahook.
The parties hereby agree as follows:
1. The rate of compensation shall be $20,834 per month.
All other terms and conditions of the Agreement remain unchanged.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.
SPYGLASS OPHTHALMICS, INC
| | | | | | | | | | | | | | |
| /s/ Glenn Sussman | | July 22, 2019 | |
| Glenn Sussman | | Date | |
| CEO | | | |
UNIVERSITY OF COLORADO MEDICINE
| | | | | | | | | | | | | | |
| /s/ Jane Schumaker | | July 22, 2019 | |
| Jane Schumaker | | Date | |
| Executive Director | | | |
| Senior Associate Dean for Finance and Administration | | | |
| University of Colorado School of Medicine | | | |
AMENDMENT
This is a 2nd amendment, effective April 1, 2020, to the Agreement dated February 1, 2019, between SpyGlass Ophthalmics and University Physicians, Inc., d/b/a University of Colorado Medicine (CU Medicine), for the services of Malik Kahook, M.D.
The parties hereby agree as follows:
1. The term of the Agreement is extended until March 31, 2021.
2. The rate of compensation shall be $21,450 per month.
All other terms and conditions of the Agreement remain unchanged.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.
SPYGLASS OPHTHALMICS
| | | | | | | | | | | | | | |
| /s/ Glenn Sussman | | 4/23/2020 | |
| Glenn Sussman | | Date | |
| SpyGlass Ophthalmics | | | |
UNIVERSITY OF COLORADO MEDICINE
| | | | | | | | | | | | | | |
| /s/ Brian T. Smith | | April 22, 2020 | |
| Brian T. Smith | | Date | |
| Executive Director | | | |
| Senior Associate Dean for Finance and Administration | | | |
| University of Colorado School of Medicine | | | |
26431 Crown Valley Parkway, Suite 250
Mission Viejo, CA 92691
AMENDMENT
This is a 3rd amendment, effective March 1, 2020, to the Agreement dated February 1, 2019, between SpyGlass Ophthalmics and University Physicians, Inc., d/b/a University of Colorado Medicine (“CU Medicine”), for the services of Malik Kahook, M.D.
The parties hereby agree as follows:
1. The term of the Agreement is extended until February 28, 2022.
2. The rate of compensation shall be $23,333.33 per month, beginning March 1, 2021.
All other terms and conditions of the Agreement remain unchanged.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.
SPYGLASS OPHTHALMICS
| | | | | | | | | | | | | | |
| /s/ Glenn Sussman | | March 15, 2021 | |
| Glenn Sussman | | Date | |
| SpyGlass Ophthalmics | | | |
UNIVERSITY OF COLORADO MEDICINE
| | | | | | | | | | | | | | |
| /s/ Brian T. Smith | | March 12, 2021 | |
| Brian T. Smith | | Date | |
| Executive Director | | | |
| Senior Associate Dean for Finance and Administration | | | |
| University of Colorado School of Medicine | | | |
| | | | | | | | | | | |
| 27081 Aliso Creek Rd, | Suite 125 | |
Aliso Viejo, CA 92656
AMENDMENT #4
This is a 4th amendment, effective March 1, 2022, to the Agreement dated February 1, 2019, between SpyGlass Pharma (formally SpyGlass Ophthalmics) and University Physicians, Inc., d/b/a University of Colorado Medicine (CU Medicine), for the services of Malik Kahook, M.D.
The parties hereby agree as follows:
1. The term of the Agreement is extended until February 28, 2023.
2. The rate of compensation shall be $23,333.33 per month.
All other terms and conditions of the Agreement remain unchanged.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.
SPYGLASS OPHTHALMICS
| | | | | | | | | | | | | | |
| /s/ Patrick Mooney | | 3/21/2022 | 5:21 PM PDT | |
| Patrick Mooney | | Date | |
| SpyGlass Pharma | | | |
UNIVERSITY OF COLORADO MEDICINE
| | | | | | | | | | | | | | |
| /s/ Brian T. Smith | | 3/21/2022 | 6:00 PM MDT | |
| Brian T. Smith | | Date | |
| Executive Director, CU Medicine | | | |
| Senior Associate Dean for Finance and Administration, | | | |
| University of Colorado School of Medicine | | | |
27081 Aliso Creek Rd, Suite 125
Aliso Viejo, CA 92656
AMENDMENT
This is a 5th amendment, effective March 1, 2023, to the Agreement dated February 1, 2019, between SpyGlass Pharma (formally SpyGlass Ophthalmics) and University Physicians, Inc., d/b/a University of Colorado Medicine (CU Medicine), for the services of Malik Kahook, M.D.
The parties hereby agree as follows:
1. The term of the Agreement is extended until February 29, 2024.
2. The rate of compensation shall be $23,333.33 per month.
All other terms and conditions of the Agreement remain unchanged.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.
SPYGLASS OPHTHALMICS
| | | | | | | | | | | | | | |
| /s/ Patrick Mooney | | 3/10/2023 | 3:14 PM PST | |
| Patrick Mooney | | Date | |
| SpyGlass Pharma | | | |
UNIVERSITY OF COLORADO MEDICINE
| | | | | | | | | | | | | | |
| /s/ Brian T. Smith | | 3/10/2023 | 8:53 PM MST | |
| Brian T. Smith | | Date | |
| Executive Director, CU Medicine | | | |
| Senior Associate Dean for Finance and Administration, | | | |
| University of Colorado School of Medicine | | | |
27061 Aliso Creek Rd, Suite 100
Aliso Viejo, CA 92656
AMENDMENT
This is a 6th amendment, effective March 1, 2024, to the Agreement dated February 1, 2019, between SpyGlass Pharma (formally SpyGlass Ophthalmics) and University Physicians, Inc., d/b/a University of Colorado Medicine (CU Medicine), for the services of Malik Kahook, M.D.
The parties hereby agree as follows:
1. The term of the Agreement is extended until February 28, 2025.
2. The rate of compensation shall be $24,150.00 per month.
All other terms and conditions of the Agreement remain unchanged.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.
SPYGLASS OPHTHALMICS
| | | | | | | | | | | | | | |
| /s/ Patrick Mooney | | 4/15/2024 | 10:44 AM PDT | |
| Patrick Mooney | | Date | |
| SpyGlass Pharma | | | |
UNIVERSITY OF COLORADO MEDICINE
| | | | | | | | | | | | | | |
| /s/ Brian T. Smith | | 4/15/2024 | 8:30 CEST | |
| Brian T. Smith | | Date | |
| Executive Director, CU Medicine | | | |
| Senior Associate Dean for Finance and Administration, | | | |
| University of Colorado School of Medicine | | | |
27061 Aliso Creek Rd, Suite 100
Aliso Viejo, CA 92656
AMENDMENT
This is a 7th amendment, effective March 1, 2025, to the Agreement dated February 1, 2019, between SpyGlass Pharma (formally SpyGlass Ophthalmics) and University Physicians, Inc., d/b/a University of Colorado Medicine (CU Medicine), for the services of Malik Kahook, M.D.
The parties hereby agree as follows:
1. The term of the Agreement is extended until February 28, 2026.
2. The rate of compensation shall be $24,995.00 per month.
All other terms and conditions of the Agreement remain unchanged.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.
SPYGLASS OPHTHALMICS
| | | | | | | | | | | | | | |
| /s/ Patrick Mooney | | 3/27/2025 | 5:40 PDT | |
| Patrick Mooney | | Date | |
| SpyGlass Pharma | | | |
UNIVERSITY OF COLORADO MEDICINE
| | | | | | | | | | | | | | |
| /s/ Brian T. Smith | | 3/25/2025 | 3:00 PM MDT | |
| Brian T. Smith | | Date | |
| Executive Director, CU Medicine | | | |
| Senior Associate Dean for Finance and Administration, | | | |
| University of Colorado School of Medicine | | | |
27061 Aliso Creek Rd, Suite 100
Aliso Viejo, CA 92656
AMENDMENT
This is an 8th amendment, effective December 2, 2025, to the Agreement dated February 1, 2019, between SpyGlass Pharma (formally SpyGlass Ophthalmics) and University Physicians, Inc., d/b/a University of Colorado Medicine (CU Medicine), for the services of Malik Kahook, M.D.
The parties hereby agree as follows:
1.The term of the Agreement will auto-renew on February 28th of each year.
All other terms and conditions of the Agreement remain unchanged.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.
SPYGLASS PHARMA
| | | | | | | | |
/s/ Patrick Mooney | | 12/4/2025 |
| Patrick Mooney | | Date |
| SpyGlass Pharma | | |
UNIVERSITY OF COLORADO MEDICINE
| | | | | | | | |
/s/ Brian T. Smith | | 12/4/2025 |
| Brian T. Smith | | Date |
| Executive Director, CU Medicine | | |
| Senior Associate Dean for Finance and Administration, | | |
| University of Colorado School of Medicine | | |
