Bausch & Lomb Incorporated and Consolidated Subsidiaries - Page 24

                                       - 19 -                                         

          overall cost to B&L to produce a pair of sunglasses was reduced.            
               From 1982 through 1987, B&L Hong Kong leased facilities in             
          the Watt's Industrial Building in Hong Kong for its sunglass                
          assembly operations.  During the period 1983 through 1985, B&L              
          Hong Kong leased 1,200 square feet for those operations.  During            
          1986 and 1987, it increased the amount of space it leased to                
          8,000 square feet, 4,000 square feet of which was used for                  
          production and 4,000 square feet of which was used as a ware-               
          house.  B&L Hong Kong leased additional space for offices for               
          managers and other personnel involved in its sunglass assembly              
          operations.                                                                 
               In addition to assembling sunglasses, B&L Hong Kong con-               
          tinued to act as a marketing and distribution company for other             
          B&L products, including sunglasses assembled outside of Hong                
          Kong.                                                                       
          Licenses of Intangibles to B&L Ireland and to B&L Hong Kong                 
               Pursuant to license agreements, B&L Inc. granted to B&L                
          Ireland and B&L Hong Kong, respectively, nonexclusive licenses to           
          use certain technology relating to sunglass assembly.19  Pursu-             


          19  Except as stated below, the sunglass assembly operations                
          conducted by B&L Ireland and by B&L Hong Kong were substantially            
          the same.  The sunglass assembly operations conducted by B&L Inc.           
          in Rochester with respect to metals, plastics, Wings, and                   
          leathers were substantially similar to the sunglass assembly                
          operations conducted by B&L Ireland with respect to those styles            
          of sunglasses and by B&L Hong Kong with respect to those styles             
          except plastics that B&L Hong Kong did not produce.  Even at its            
                                                             (continued...)           




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