
<PAGE>   1
                                  EXHIBIT 10.2


  Agreement between Registrant and CIBA Vision Corporation dated July 10, 1997
                (with certain confidential information deleted).



                                       18
<PAGE>   2
CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 200.83
AND 240.24b-2. * INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST THAT IS FILED SEPARATELY WITH THE COMMISSION.



                                    AGREEMENT

                                     Between
                           ISIS PHARMACEUTICALS, INC.
                                       and
                             CIBA VISION CORPORATION



                                                                   JULY 10, 1997



                                       19
<PAGE>   3
                                    AGREEMENT


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                         PAGE NO.
-------                                                                         --------

<S>                                                                             <C>
1.    Definitions....................................................................2
2.    Grant of Rights................................................................7
3.    Product Development and Regulatory Approvals...................................9
4.    Payments......................................................................12
5.    Marketing.....................................................................14
6.    Supply........................................................................16
7.    Forecast/Orders/Invoices......................................................17
8.    Isis' Supply Price to CV......................................................19
9.    Quality ......................................................................24
10.   Release of Product............................................................28
11.   Labeling and Packaging........................................................29
12.   Second Source and Supply Failure..............................................29
13.   Manufacturing and Product Warranty............................................32
14.   Post-Marketing Regulatory Matters.............................................32
15.   Patents.......................................................................35
16.   Infringement of Patent Rights.................................................36
17.   Third Party Rights............................................................39
18.   Patent Term Extension.........................................................41
19.   License Agreements............................................................41
20.   Warranties....................................................................42
21.   Compliance with Law...........................................................43
22.   Indemnification...............................................................43
23.   Scientific Publications.......................................................45
24.   Proprietary Information and Announcements.....................................46
25.   Term and Termination..........................................................47
26.   Force Majeure.................................................................49
27.   Miscellaneous.................................................................50
</TABLE>



                                       20
<PAGE>   4
                                    AGREEMENT



     THIS AGREEMENT made effective as of July 10, 1997, by and between Isis
Pharmaceuticals, Inc., a Delaware corporation having its principal offices at
2292 Faraday Avenue, Carlsbad, California 92008 ("Isis") and CIBA Vision
Corporation, a Delaware corporation having its principal offices at 11460 Johns
Creek Parkway, Duluth, Georgia 30097 ("CV").

     WHEREAS, Isis is developing an ophthalmic product containing fomivirsen
sodium, and has the rights to certain related compounds; and

     WHEREAS, CV desires to obtain, and Isis is willing to grant to CV, the
exclusive worldwide right to market, sell and distribute such product and
certain rights with respect to the related compounds, subject to and in
accordance with the terms and conditions hereinafter set forth; and

     WHEREAS, CV desires to obtain a supply of such product from Isis.

     NOW THEREFORE, in consideration of the mutual covenants and obligations set
forth herein, the parties hereto agree as follows:



                                       21
<PAGE>   5
1.   Definitions

     The following terms as used in this Agreement will have the meanings set
     forth in this Section:

     1.1  "API" means the active pharmaceutical ingredient of the Product (as
          defined herein).

     1.2  "Affiliate" will mean any person or entity that directly or indirectly
          controls or is controlled by or is under common control of a party to
          this Agreement. For purposes of this Agreement, "control" will be
          presumed where, directly or indirectly, a person or entity owns at
          least 50% of the common stock or voting ownership interests of the
          entity in question. For purposes of this Agreement, any reference to a
          party or to any Affiliate of a party will also include its employees,
          officers, agents and consultants.

     1.3  "Agreement Period" will mean the period referred to in Section 25.1
          hereof, and any mutually agreed upon extensions thereto.

     1.4  "Effective Date" will mean the date first above written.

     1.5  "European Approval" or "European Registration" will mean the approval
          of the Product (as hereinafter defined) for marketing by the European
          Commission 



                                       22
<PAGE>   6
          ("EC"), or if the parties agree to seek approval through the mutual
          recognition process, then: (i) for purposes of Section 4 hereof,
          European Approval will mean approval by the Ministry of Health in
          Germany, France, or the UK; and (ii) for purposes of Section 3 hereof,
          European Approval will mean approval by the applicable governmental
          authority in Germany, France, the UK, Spain, Italy, the Netherlands
          and Portugal.

     1.6  "FDCA" will mean the Federal Food, Drug and Cosmetics Act and all
          regulations and rules promulgated thereunder.

     1.7  "FDA" will mean the United States Food and Drug Administration, and
          any successor entity thereto.

     1.8  "Fill Facility" will mean the pharmaceutical production facility of [
          * ] located in [ * ], or, if another production site is used, the
          facility where the API is processed into Product and filled into
          vials.

     1.9  "IND" will be the Investigational New Drug application, as defined by
          the FDCA, covering the Product.

     1.10 "GMPs" will mean current good manufacturing practices as defined from
          time to

                                               *CONFIDENTIAL TREATMENT REQUESTED



                                       23
<PAGE>   7
          time in regulations promulgated under the FDCA or any successor laws
          or regulations governing the manufacture of the Product.

     1.11 "Know-How" will mean any technology, formulae, trade secrets,
          technical data, pre-clinical and clinical data, and any other
          information or experience owned, controlled or possessed by Isis
          relating to, or useful in connection with, the development,
          manufacture, use or sale of the Product as well as any improvements or
          modifications to the Know-How developed by or for Isis during the
          Agreement Period.

     1.12 "Net Average Sales Price" or "NASP" will mean [ * ].

     1.13 "1984 Act" will mean the United States Drug Price Competition and
          Patent Term Restoration Act of 1984 (as amended), including 21 USC
          355, 35 USC 155-156, 35 USC 271 and applicable regulations promulgated
          thereunder.

                                               *CONFIDENTIAL TREATMENT REQUESTED



                                       24
<PAGE>   8
     1.14 "Non-Commercial Product" will mean Product ordered by CV for use as
          samples, in clinical trials, and for compassionate use, for which
          Product CV does not receive any compensation.

     1.15 "Patents" will mean (i) United States Patent No. [ * ] and U.S. Patent
          No. [ * ]; (ii) any patents claiming priority to [ * ]; and (iii) any
          continuations, continuations-in-part, divisions, reexaminations,
          re-issues, extensions, or foreign equivalents of (i) or (ii) hereof,
          as of the Effective Date or arising during the Agreement Period. The
          foregoing definition is limited to claims of the Patents that read on
          the Product or on a method of using the Product.

     1.16 "NDA" will mean the New Drug Application, as defined by the FDCA,
          covering the Product.

     1.17 "Planned Indication" will be the indication for the Product for which
          FDA approval and European Approval is currently being sought, namely
          the treatment of "cytomegalovirus-related ("CMV") retinitis in
          patients with AIDS", without any proviso that the Product be used only
          after one or more other therapies have been utilized. 

                                               *CONFIDENTIAL TREATMENT REQUESTED



                                       25
<PAGE>   9
     1.18 "Product" will mean any ophthalmic product containing fomivirsen
          sodium (formerly known as the compound ISIS 2922) as an API.

     1.19 "Project Team" will mean the Isis team responsible for overseeing the
          clinical development of the Product.

     1.20 "Specifications" will mean the master formula, test methods/protocols,
          and other data and requirements used to manufacture, test, measure
          stability and store the Product, copies of which Specifications are
          attached as Exhibit A and which may be amended from time to time by
          the parties in accordance with the terms of this Agreement, or as
          required by the FDA.

     1.21 "Territory" will mean all the countries in the world.

     1.22 "Third Party Distributors" will mean any person or entity with whom CV
          or a CV Affiliate contracts to be responsible, in place of CV or such
          Affiliate, for the registration, marketing, selling and distribution
          of the Product.



                                       26
<PAGE>   10
2.   Grant of Rights.

     2.1  Product Rights. Isis hereby grants to CV the exclusive worldwide right
          to market, sell and distribute the Product, and CV accepts such rights
          subject to the terms and conditions set forth herein.

     2.2  Patent License. Subject to the terms and conditions of this Agreement
          and during the Agreement Period, Isis hereby grants to CV a worldwide,
          royalty-free, exclusive license under the Patents to make, have made,
          use and sell the Product and practice the Know-How, but only insofar
          as necessary to allow CV to take advantage of the provisions of
          Sections 12 and 16 hereof (the "License"). This License does not
          include the right to sublicense, unless necessary for the foregoing
          purpose. For any country in which CV has transferred its rights to the
          Product to Isis pursuant to Section 5.4, this License will then revert
          to Isis for such country.

     2.3  Option for ISIS 13312. Isis hereby grants to CV an option to acquire
          an exclusive worldwide license to manufacture, have manufactured, use,
          distribute and sell ISIS 13312 on the following basic terms and
          conditions:

          (a)  The option must be exercised by [ * ], whichever

                                               *CONFIDENTIAL TREATMENT REQUESTED



                                       27
<PAGE>   11
               is later. Isis will have given CV access to all information
               related to such compound during the period between the execution
               of this Agreement and the completion of such initial clinical
               trial as may be reasonably necessary for CV to review in order to
               decide whether to exercise the option.

          (b)  If CV elects to exercise the option, the parties will negotiate
               in good faith for a period of at least three months, if
               necessary, to conclude a definitive agreement which will include
               provisions, inter alia, for [ * ], but will not include [ * ],
               except that CV's share of such [ * ]. If the parties cannot reach
               a good-faith agreement based on the foregoing within three
               months, Isis will thereafter be entitled to negotiate and enter
               into such an agreement with a third party, but not on terms more
               favorable to the third party than those last offered to CV.

     2.4  Right of First Offer to Other Compounds. Isis hereby grants to CV a
          right of first offer to acquire the exclusive worldwide license (to
          the extent Isis has the right to grant such license) or right to
          manufacture, have manufactured, market, distribute and sell any
          antisense compound other than ISIS 13312 for the treatment of CMV
          retinitis, on terms to be negotiated in good faith by the parties.
          Isis will keep CV informed about the status of development of, and any
          significant information

                                               *CONFIDENTIAL TREATMENT REQUESTED



                                       28
<PAGE>   12
          relating to, such related compounds. CV may notify Isis of its
          interest in acquiring rights to any of such compounds by written
          notice within ninety (90) days after written notice by Isis that such
          compound has been identified by Isis for development and for the
          initiation of pre-IND toxicology studies. The parties will thereafter
          negotiate in good faith for a period of at least three months, if
          necessary, to conclude a definitive exclusive distribution or license
          agreement with respect to such compound. If the parties cannot reach a
          good-faith agreement within three months, Isis will thereafter be
          entitled to negotiate and enter into such an agreement with a third
          party, but not on terms more favorable to the third party than those
          last offered by CV.

3.   Product Development and Regulatory Approvals

     3.1  U.S. and Europe. Isis will diligently pursue completion of the
          clinical development of the Product for the Planned Indication,
          including obtaining FDA approval of the NDA and European Approval.
          Isis will bear the cost of all studies and user fees required to
          obtain such approvals, including any studies required to be performed
          post-approval by the applicable regulatory agency as a condition of
          initial approval, and including the cost of fulfilling any obligations
          to provide post-study drugs to study participants; provided that, if
          mutual recognition approval is sought in Europe, Isis' financial
          responsibility with respect to filing and user fees will be limited to
          the cost of a central EC filing at the time of submission in the first
          country. Clinical studies will be conducted in accordance with the
          protocols 



                                       29
<PAGE>   13
          therefor and all applicable rules and regulations. CV will be kept
          informed of the status of the development, and will be invited to
          participate in all Project Team meetings. Isis will provide CV with
          all information concerning communications with the FDA or the relevant
          European regulatory agency, including, but not limited to, copies of
          correspondence, minutes of meetings, and teleconference reports. Isis
          will invite CV to participate in all meetings with the FDA and the
          European Regulatory authorities. While Isis will bear the primary
          responsibility for preparing and making the submissions for regulatory
          approvals in the United States and Europe, CV will (i) provide input
          into the regulatory strategy and (ii) will review drafts of all
          regulatory submissions as such drafts are prepared. Specifically, CV
          will have two weeks from receipt of a draft submission section to
          comment thereon, except that ,with respect to the clinical trials
          section, CV agrees to review the draft of such section on-site at
          Isis' facility simultaneously with Isis' review thereof. The parties
          will endeavor to come to mutual agreement on the final submission. If
          Isis and CV are unable to reach agreement, Isis will make the final
          determination with respect to any such issues. In the event the
          parties agree that it is desirable or required that the application
          for European Approval be submitted and held in CV's name, the parties
          will cooperate to do so.

     3.2  Registration Outside U.S. and Europe. CV will make commercially
          reasonable efforts, at its expense, to obtain regulatory approval to
          market the Product in jurisdictions other than the United States and
          Europe. Isis will reasonably cooperate and provide CV with all
          Know-How, copies of regulatory submissions, 



                                       30
<PAGE>   14
          and other information necessary to assist CV in obtaining such
          approval; provided, any additional studies required will be conducted
          at CV's expense. CV will reimburse Isis for any out-of-pocket expenses
          related to Isis' assistance in obtaining such regulatory approvals.

     3.3  Phase IV Studies and Supplemental Indications. CV will be responsible
          for conducting and bearing the cost of any studies or filings
          following regulatory approval in the United States and Europe for the
          Product for the Planned Indication, except for studies required to be
          performed post-approval in order to obtain the initial approval. In
          addition, CV will be responsible for the conduct and cost of
          additional studies required to support expanded labeling outside the
          indication or dosage administration instructions in the initial
          approved prescribing information. Isis will assist CV as reasonably
          requested in performing such studies, and CV will pay Isis'
          out-of-pocket expenses for such assistance. CV will be responsible for
          the cost of any change in presentation or packaging of the Product.

     3.4  Site Approval. As part of obtaining regulatory approval to market the
          Product in the U.S. and in Europe, Isis will simultaneously be
          responsible for obtaining approval of its facility and the Fill
          Facility for the production of the Product for marketing. CV will have
          the option, but not the obligation, to participate in such site
          approval process at CV's expense.



                                       31
<PAGE>   15
     3.5  Launch Promotional Materials. CV will consult with Isis during CV's
          preparation of the launch promotional materials for the Product. CV
          will make the final determination as to any issues regarding such
          materials. Six weeks prior to the anticipated FDA approval of the
          registration of the Product, Isis will submit such materials to the
          FDA for approval. CV will have provided such materials to Isis at
          least two weeks prior to such FDA submission.

     3.6  Transfer of Registrations. Within ten (10) days of obtaining U.S.
          and/or European Approval, Isis will request transfer of such
          registrations to CV including the IND and its European equivalents
          (unless, with respect to Europe, the registrations were submitted in
          CV's name). After transfer, CV will be responsible, and will bear the
          cost of, maintaining the registrations for the Product in the U.S. and
          Europe during the Agreement Period in compliance with all applicable
          laws, rules and regulations.

4.   Payments

     4.1  Payments. In consideration of the rights granted in Section 2 hereof,
          CV will pay Isis:



                                       32
<PAGE>   16
          (a)  Within ten (10) days of signing this Agreement, a non-refundable
               payment of [ * ] in consideration of the patent license granted
               in Section 2.2 and the Option for a license granted in Section
               2.3 hereof (all "dollars" in this Agreement are U.S. dollars).

          (b)  [ * ] within ten (10) days of [ * ].

          (c)  [ * ] within ten (10) days of [ * ].

          (d)  [ * ] within ten (10) days of [ * ].

     4.2  Termination Option.

          (a)  In the event Isis has not obtained such approval of the NDA in
               the United States by at least [ * ], then CV may, at its option,
               terminate the Agreement by giving written notice to Isis no later
               than [ * ]. In the event of such termination: (i) Isis will repay
               to CV [ * ]; (ii) Isis will refund to CV any payments CV has made
               to Isis for Product ordered; and (iii) CV will return to Isis any
               inventory of Product which it has at the time of termination.

                                               *CONFIDENTIAL TREATMENT REQUESTED



                                       33
<PAGE>   17
          (b)  If European Approval is not obtained by [ * ], then CV may, at
               its option terminate the Agreement with respect to Europe by
               giving written notice to Isis no later than [ * ]. In the event
               of such termination, Isis will refund any payments CV has made to
               Isis for Product ordered for Europe, unless such Product is
               reasonably saleable elsewhere, and CV will return to Isis any
               such Product which it has at the time of termination.

          (c)  If the Agreement terminates pursuant to Section 4.2(a), then all
               of CV's rights under this Agreement will revert to Isis pursuant
               to Section 25.6 hereof. If the Agreement terminates with respect
               to Europe pursuant to Section 4.2(b), then CV's rights under this
               Agreement for Europe will revert to Isis pursuant to Section 25.6
               hereof.

5.   Marketing

     5.1  CV Responsibilities. CV and its Affiliates will use commercially
          reasonable efforts to market, distribute and sell the Product
          worldwide, provided that, on a country-by-country basis, the Product
          has been granted a commercially reasonable regulatory approval (i.e.,
          reasonable labeling or reasonable price in jurisdictions where price
          is set by regulatory authority). CV will provide Isis with a copy of
          its

                                               *CONFIDENTIAL TREATMENT REQUESTED



                                       34
<PAGE>   18
          proposed marketing plans for the Product. Isis will be entitled to
          provide input to the marketing plans and the parties will endeavor to
          reach mutual agreement on such plans. If CV and Isis are unable to
          reach agreement, CV will make the final determination with respect to
          any marketing plan issues.

     5.2  Compliance with Marketing Regulations. CV will comply with all
          applicable laws, rules and regulations with respect to its promotion
          of the Product. CV will provide Isis with post-launch promotional
          materials containing substantially new material for Isis' review and
          comment prior to finalizing such materials. CV will provide Isis with
          copies of all other promotional materials for the Product in North
          America and Europe. CV will also insure that any and all Third Party
          Distributors in North America and Europe comply with the material
          provisions of this Agreement, as well as with all applicable laws,
          rules and regulations with respect to the promotion of the Product,
          including but not limited to all applicable import/export laws and the
          U.S. Foreign Corrupt Practices Act. CV will also insure that all Third
          Party Distributors in North America and Europe have implemented a
          sales tracking system which could be relied upon in the unlikely event
          of a Product recall or need for patient notification.

     5.3  Trademarks. The Product will be marketed by CV under a trademark
          chosen, owned and maintained by CV (the "Trademark"); provided such
          Trademark will be one to which Isis has no reasonable objection. If
          Isis has already registered a 



                                       35
<PAGE>   19
          trademark for the Product, or has submitted a trademark for the
          Product to the FDA, Isis will assign such trademark to CV at CV's
          request.

     5.4  Return of Rights. For any country in which CV, an Affiliate or Third
          Party Distributor: (i) fails to use commercially reasonable efforts to
          obtain regulatory approval; (ii) ceases to market the Product; (iii)
          fails to commercially reasonably market the Product where it has
          obtained a commercially reasonable regulatory approval; or (iv)
          substantially fails to market the Product in accordance with a
          commercially reasonable marketing plan, and the events in (i), (ii)
          (iii) and (iv) continue for a period of eighteen months if such events
          are due to a force majeure, then for such countries, CV will transfer
          the rights granted to it in Section 2 hereof and any applicable
          Product registration, filing and Know-How to Isis, and the parties
          will negotiate in good faith with respect to the transfer of the
          Trademark in such country.

6.   Supply

     6.1  During the Agreement Period, Isis will manufacture, or have
          manufactured, and supply to CV, subject to the terms and conditions
          hereinafter set forth, such amounts of bulk filled vials of the
          Product as CV may order, including performing the stability and
          release testing of the Product. (CV will be responsible for the
          labeling and packaging of the Product.) CV will be required to
          purchase its requirements of the Product from Isis during the
          Agreement Period, so long as Isis 



                                       36
<PAGE>   20
          is able to supply such Product to CV in compliance with the terms and
          conditions set forth herein.

7.   Forecasts/Orders/Invoices

     7.1  API. Isis will manufacture and test the API for the Product in
          accordance with the Specifications therefor and all applicable laws,
          rules and regulations, including current GMPs. Isis will maintain an
          inventory of API equal to the greater of 0.25 kg or the amount
          necessary to supply the next nine months of forecasted Product sales
          as set forth in the rolling forecast submitted to Isis pursuant to
          Section 7.2 hereof.

     7.2  Rolling Forecast. Beginning in January, 1998, on or before the tenth
          day of each month during the Agreement Period, CV will provide Isis,
          with a copy to the Fill Facility, with a written eighteen month
          rolling forecast of the quantities of Product which CV expects to
          purchase during each of the next eighteen months. The forecast will be
          non-binding and for planning purposes only.

     7.3  Purchase Orders. For deliveries to be made in 1998 and 1999, CV will
          provide Isis with purchase orders ("PO") at least nine (9) months in
          advance of the delivery



                                       37
<PAGE>   21
          date set forth on the PO. Thereafter, orders will be placed six (6)
          months in advance of their requested delivery date. Orders will be for
          [ * ]; provided CV may, at its option, order [ * ] at an additional
          cost of [ * ] for the first two [ * ], and an additional [ * ] for any
          further [ * ]. Orders of [ * ] will be placed no more than twice in
          one calendar year. If demand exceeds expectations, Isis will make
          reasonable commercial efforts to supply additional Product within
          shorter lead times. All POs will set forth the quantity and delivery
          date. Within ten (10) days of receipt of a PO, Isis will return an
          acknowledgment copy of the PO either confirming the PO or stating any
          mutually agreed-upon changes to the PO.

     7.4  Payment. For orders placed during 1997, 1998 and 1999, Isis will
          invoice CV for [ * ] upon acknowledging the order pursuant to Section
          7.3 hereof. The remaining [ * ], will be invoiced simultaneously with
          such release. After January 1, 2000, CV will pay [ * ] upon placing
          the order, and the remaining [ * ], similarly adjusted, upon release
          thereof. Payment of undisputed invoiced amounts will be made within
          thirty (30) days of the date of the invoice.

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<PAGE>   22
     7.5  Launch Inventory. In the event CV obtains inventory in anticipation of
          a launch and such launch is delayed through no fault of CV, CV may
          return to Isis, for a full credit, any unsold units of such inventory
          when such units' shelf life has been reduced to eight (8) months.

8.   Isis' Supply Price to CV

     8.1  Definitions. As used in this Section:

          (a)  The "Supply Price" will mean Isis' price to CV for the Product,
               except for Non-Commercial Product, [ * ]. The Supply Price for a
               particular order will be [ * ].

          (b)  A "Delay" will be any time period equal to or exceeding one month
               in length, determined in rolling one-month intervals starting
               with the first full calendar month of delay.

          (c)  "FDA Delay" will mean a Delay in the approval of the Product past
               [ * ], but will not include a Delay caused by an Isis Delay.

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                                       39
<PAGE>   23
          (d)  "Isis Delay" will mean: (i) Isis' failure to file a complete NDA
               acceptable for filing by [ * ]; (ii) Isis' failure to timely
               respond to FDA inquiries and requests; or failure to supply
               Product for Launch in accordance with the terms of this
               Agreement, in the absence of a Force Majeure.

          (e)  "CV Delay" will mean CV's failure to Launch the Product within [
               * ] in the absence of any Isis Delay or Force Majeure.

          (f)  "Launch" will mean the date on which CV makes its first shipment
               of Product to a third party customer.

     8.2  Supply Price. The Supply Price for the [ * ] except as follows:

          (a)  If FDA approval occurs [ * ] due to an FDA Delay, then for each
               month of such FDA Delay, there will be a corresponding [ * ]
               during the last of the [ * ] during which the Supply Price will
               be [ * ] instead of [ * ] (for example, a two-month FDA Delay
               would result in the Supply Price being [ * ] for [ * ] after the
               launch, and [ * ] for the next two months.)

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                                       40
<PAGE>   24
          (b)  If there is an FDA Delay and also a CV Delay, then for each month
               of CV Delay, one month which would have been a [ * ] will be a [
               * ].

          (c)  If FDA approval occurs after [ * ], or Launch occurs after [ * ]
               due to an Isis Delay, then for each month of such Isis Delay, one
               month which would have been a [ * ] month will be a [ * ] month
               (for example, if there is an Isis Delay for one month, there will
               be [ * ] and [ * ]. If there is an FDA Delay of one month and
               Isis Delay of one month, then there will be [ * ], [ * ] and [ *
               ].

          (d)  [ * ].

     8.3  Subsequent Price. For [ * ] after the expiration of the [ * ], with
          the adjustments in Section 8.2 above, the Supply Price will be [ * ] .
          Thereafter, the Supply Price will be [ * ].

     8.4  Non-Commercial Product. Isis will provide CV, at its request as
          specified on purchase orders, with [ * ] units of Non-Commercial
          Product free of charge. The Supply Price for additional units of
          Non-Commercial Product will be [ * ]. 

                                               *CONFIDENTIAL TREATMENT REQUESTED



                                       41
<PAGE>   25
     8.5  Annual Adjustment.

          (a)  For purposes of calculating the Supply Price to be paid for the
               initial order, CV will reasonably estimate its likely NASP for
               the Launch of the Product no later than ten (10) months prior to
               the expected Launch of the Product. Such estimate of the NASP
               shall be used for purposes of calculating payments due for
               Product until the end of the calendar year during which the
               Product is launched, subject to adjustment after the end of such
               year. Within forty-five (45) days of the end of such year and
               each calendar year thereafter, CV will prepare an accounting of:
               (i) the actual Supply Price for the Product based on the actual
               NASP during such year; (ii) the number of units used as
               Non-Commercial Product during such year; and (iii) the number of
               unsaleable units returned from customers during such year. CV
               will forward such accounting to Isis together with: (i) an
               additional payment if the initial Supply Price was less than such
               actual Supply Price or an invoice to Isis if the initial Supply
               Price was greater than the actual Supply Price; and (ii) an
               invoice for the difference between [ * ] and the actual Supply
               Price for such year times the number of Non-Commercial units used
               during such year in excess of such units which were provided to
               CV free of charge pursuant to Section 8.4 hereof. Payment will be
               made in U.S. dollars. At the same time, Isis will grant CV a
               credit

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                                       42
<PAGE>   26
               for the unsaleable returns, to be applied to CV's next order, for
               up to one per cent of the total units sold during such year. The
               credit for each unit shall be equal to the actual Supply Price
               for such year less [ * ]. For each calendar year after the first
               year during which Product is sold, the Supply Price for the
               Product will be the actual Supply Price for the preceding
               calendar year, subject to adjustment on the same basis as the
               first initial Supply Price was adjusted under this Section 8.5.

     8.6  Audits. CV will permit Isis, at Isis' expense, to have its books and
          records reflecting its calculation of: (i) the NASP for the Product;
          (ii) the number of units used as Non-Commercial Product; and (iii)
          unsaleable returns, examined by an independent certified public
          accountant retained by Isis and reasonably acceptable to CV during
          regular business hours, on reasonable advance notice. Such independent
          accountant will keep confidential any information obtained during such
          examination and will report to Isis only its opinion as to whether and
          by how much the NASP was miscalculated. If thereafter CV and Isis
          cannot agree on the appropriate NASP, they will retain a second
          independent public accountant whose decision will be binding upon both
          parties. If CV's reported actual payments due Isis for the year
          ("Reported Payments") were incorrect by more than seven (7%), then CV
          will bear the expense of such second audit, if CV's Reported Payments
          were incorrect by less than two (2%) per cent, Isis will bear the
          expenses of such second audit, otherwise the parties will share such
          audit expenses equally. 

                                               *CONFIDENTIAL TREATMENT REQUESTED



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<PAGE>   27
9.   Quality

     9.1  Compliance. The Product will be manufactured and tested by or for Isis
          in compliance with the NDA and foreign approvals, Specifications
          therefor, and all applicable federal, foreign, state and local laws,
          rules and regulations.

     9.2  Testing. For each batch of Product manufactured, retention and
          stability samples will be drawn as required by the NDA and applicable
          laws and regulations. Isis will conduct, or have conducted, such other
          quality assurance tests and functions as may be required by the
          Specifications or applicable laws or regulations. Isis will retain, or
          will cause the Fill Facility to retain, all batch records for a period
          of one year after the expiration date of the applicable batch. CV will
          have access to all production and testing records related to the
          Product after release or rejection by Isis, including copies thereof,
          and any lot samples within seventy-two (72) hours of its request
          therefor. Isis will notify CV immediately of any media or sterility
          failures or problems related to the Product. Isis will provide CV with
          copies of annual stability data, stability reports and interim
          stability data. CV reserves the right to inspect and test any and all
          Product and batch records for Product shipped to CV hereunder. If CV
          rejects Product based on CV's own testing or inspection and the
          parties cannot agree on the disposition of such Product, they will
          retain a mutually agreeable third party to test such Product and will
          share the cost therefor. The decision of such party will be binding.



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<PAGE>   28
     9.3  Inspections. CV and its authorized representatives will have the right
          to inspect the production and quality assurance facilities where the
          API and the Product are produced, as well as the records related to
          such production, during normal business hours with reasonable advance
          notice. Isis will promptly notify CV of any governmental inspection of
          the facility, and, if possible, permit CV representatives to be
          present at the inspection, and will provide CV with copies of any FDA
          483 or any similar reports related to the Product, the Fill Facility
          or the Isis facility where the active ingredient is produced.

     9.4  Production Problems. Isis will promptly notify CV of any problems or
          unusual production situations which have the potential to adversely
          affect the production of the Product or its timely delivery to CV and
          will allow CV to participate in the resolution of any such problem or
          production situation.

     9.5  Changes to Manufacturing Process and Specifications. As used in this
          Section 9.5, "Product Process" will mean the manufacturing process by
          which the API is made into finished Product and filled into vials, and
          "API Process" will mean the manufacturing process for producing bulk
          API. Either party may request changes to the manufacturing process or
          to the Specifications.



                                       45
<PAGE>   29
          (a)  Before Approval. Prior to FDA approval, Isis will not make any
               substantive changes to the Product Process or to Specifications
               until CV has had five business days from receipt of notification
               in writing thereof from Isis to object to such change. If CV
               fails to respond within such time period, CV will be deemed to
               have acquiesced to such change and Isis may proceed with the
               implementation of such change. In the event that CV does timely
               object to the change and the parties cannot reach mutual
               agreement, Isis will make the final determination as to such
               change. Non-substantive changes to the Specifications or to the
               Product Process, and changes to the API Process, may be
               implemented by Isis upon sending written notice to CV.

          (b)  After Approval. After FDA approval, no substantive change to the
               Product Process or to the Specifications will be implemented by
               either party, whether requested by a party or requested or
               required by a governmental agency until the other party has had
               at least five business days from notice of such proposed change
               to object to the change or state that it believes prior FDA
               approval is required. If such party fails to respond within such
               time period, it will be deemed to have acquiesced to the change
               without FDA prior approval and the party responsible for the
               implementation of such change may proceed with such
               implementation. CV shall make the final determination after
               discussion by the parties, as to whether to go forward with any
               such change and as to whether to seek 



                                       46
<PAGE>   30
               prior FDA approval. With respect to substantive changes to the
               API Process, Isis will give CV at least five business days prior
               written notice of such change so that CV can make a
               determination, after consultation with Isis, as to whether prior
               FDA approval should be sought for such change. Isis will make the
               final determination as to whether or not to make any change in
               the API Process itself. Non-substantive changes to the Product
               Process, the API Process or to Specifications may be implemented
               by either party (where applicable) upon sending written notice of
               such change to the other party.

     9.6  Costs of Changes. The cost associated with any changes made to the
          manufacturing process or the Specifications which are requested by
          Isis or required by any governmental agency in the U.S. or Europe will
          be borne by Isis. With respect to changes required by any governmental
          agency outside of the U.S. and Europe, the parties will mutually agree
          on how to respond to such requirement and on the allocation of the
          cost thereof. The costs associated with any change to the
          Specifications which are requested by CV will be borne by CV.

     9.7  FDA Prior Approval. In the event Isis treats as non-substantive a
          change for which CV should have obtained FDA prior approval, and CV
          suffers damages or costs arising therefrom, Isis will indemnify CV for
          such losses and costs. In the event CV decides not to seek FDA prior
          approval for a change, and the FDA later 



                                       47
<PAGE>   31
          disagrees with that decision, CV will indemnify Isis from any damages
          or costs Isis sustains arising therefrom.

     9.8  Alternative Fill Facility. In the event the parties agree to utilize a
          Fill Facility other than [ * ], the parties will share equally the
          cost and the benefits of moving to such new Fill Facility.

10.  Release of Product

     10.1 Upon determination by Isis that the Product meets the Specifications
          therefor, Isis will notify CV by facsimile that Product is ready for
          release, along with a Certificate of Analysis and the Certificate of
          Release. Any objections by CV to the release of Product will be made
          within three (3) business days of receipt of the certificate of
          analysis and certificate of release, unless CV decides to test or
          inspect the batch records for such Product, in which case CV will make
          any objections within two (2) business days of receiving copies of the
          batch records or the results of the tests. If Isis disagrees with CV,
          the issue will be resolved by a third party in the same manner as set
          forth in Section 9.2 hereof.

                                               *CONFIDENTIAL TREATMENT REQUESTED



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<PAGE>   32
11.  Labeling and Packaging

     11.1 Artwork Approval. CV will supply Isis with the artwork for the initial
          labeling and packaging of the Product in sufficient time to allow Isis
          to have ten (10) business days to review and comment on the artwork
          prior to its submission to the FDA. Isis will submit the initial
          labeling and packaging to the FDA and other governmental agencies, as
          necessary, for approval. All necessary translations of the labeling
          and packaging will be the sole responsibility of CV.

     11.2 Changes. The parties will cooperate and consult with each other with
          respect to any future labeling or packaging changes whether requested
          by one of the parties or by the FDA, but, as between the parties, CV
          will have the final responsibility for the decisions with respect to
          labeling and packaging. CV will bear the cost of any such changes,
          except that Isis will bear the cost of changes requested by Isis.

12.  Second Source and Supply Failure

     12.1 Optional Second Source. Upon mutual agreement, the parties will
          cooperate to qualify a second source to produce the API (if possible)
          and the finished Product, and will share equally the costs and
          benefits thereof. If Isis does not agree to qualify a second source,
          then CV may do so at its own expense and Isis will 



                                       49
<PAGE>   33
          provide CV with all manufacturing processes and Know-How with respect
          to production of the Product.

     12.2 Lost Profits Credit. In the event the Product is on backorder (CV
          cannot fill customers' orders) for a period of at least two months due
          to Isis' failure to supply Product in accordance with Section 7 hereof
          for reasons other than a Force Majeure, and provided CV had maintained
          at least three months' inventory prior to such supply failure, CV will
          be entitled to a credit for lost profits for such unfilled orders,
          which credit will be applied against future orders.

     12.3 Supply Failure/Second Source.

          (a)  Intentional Failure. In the event Isis, or any successor to Isis,
               intentionally ceases to supply API or Product in breach of this
               Agreement, Isis will: (i) transfer its reserves of active
               ingredient to CV; (ii) acknowledge CV's license to the Patents
               and Know-How granted under Section 2.2 hereof; and (iii) assist
               CV in obtaining an NIH license required for the production of the
               API, all at Isis' cost, in order that CV will be able to qualify
               a second source for the production of the API and/or the Product.
               Thereafter, CV shall pay to Isis a royalty equal to the amount [
               * ], or Isis will pay CV the amount [ * ]; provided CV has

                                               *CONFIDENTIAL TREATMENT REQUESTED



                                       50
<PAGE>   34
               made reasonable commercial efforts to obtain a competitive third
               party supply price. Isis will be responsible for the costs of
               qualifying such second source or sources.

          (b)  Unintentional Failure. In the event Isis ceases to supply API or
               Product by reason of its own negligence or a Force Majeure, Isis
               and CV will share the costs and benefits of qualifying a second
               source, and Isis will continue to supply Product to CV pursuant
               to this Agreement.

     12.4 Supply Failure/Second Source Not Available.

          (a)  Intentional Failure. In the event Isis intentionally ceases to
               supply the Product and the parties are unable, after good faith
               efforts, to secure a source for the Product within eighteen (18)
               months after such supply failure, then CV may terminate this
               Agreement and Isis will refund the payments made under Sections
               4(b) through (d) less the amount of net profits, calculated in
               accordance with CV's standard accounting practices, earned by CV
               up to the time that CV is unable to obtain Product from Isis (the
               "Break-Even Amount").

          (b)  Unintentional Failure. If no second source can be secured after
               good faith efforts in such eighteen (18) months, and the failure
               to supply is due to a Force Majeure or Isis' negligence, or the
               Product is withdrawn from the 



                                       51
<PAGE>   35
               market through no fault of Isis, then CV may terminate this
               Agreement and Isis will refund one-half the Break-Even Amount to
               CV.

          (c)  Termination. In the event of termination under this Section 12.4,
               CV will transfer all Product registrations to Isis, and the
               rights granted to CV under this Agreement will revert to Isis.

13.  Manufacturing and Product Warranty

     13.1 With respect to Product supplied to CV hereunder, Isis hereby warrants
          that the Product: (i) will have been manufactured in accordance and
          will be in compliance with the Specifications therefor and with all
          applicable requirements of the FDCA, similar foreign laws and
          regulations promulgated thereunder including, but not limited to,
          current GMPs, continuing compliance with stability requirements and
          any other applicable federal, foreign, state or local laws, rules or
          regulations; (ii) will not be adulterated or misbranded within the
          meaning of the FDCA or any applicable similar state, foreign or local
          laws in which the definition of adulteration or misbranding is
          substantially the same as in the FDCA; and (iii) will have at least
          twenty-one (21) months shelf-life remaining.

14.  Post-Marketing Regulatory Matters



                                       52
<PAGE>   36
     14.1 Maintenance of Registrations. Isis will maintain the Product's
          registrations until such registrations are officially held by CV.
          Thereafter, CV will be responsible for maintaining such registrations.

     14.2 Adverse Drug Reactions. ("ADRs"). CV will be responsible for the
          timely completion and submission of all ADR reports to the FDA and for
          communications with all ADR complainants. Isis will summarize and
          forward to CV any adverse reaction reports ("ADR") received by Isis
          within five (5) business days of receipt; provided Isis will forward
          any such complaints which involve death or life-threatening incidents
          to CV within twenty-four (24) hours of receipt. CV will investigate
          all ADRs; provided, Isis will be responsible for all analytical
          testing of Product required by the investigation.

     14.3 Technical Complaints. Physical or technical complaints relating to the
          Product which are received by CV or Isis will be investigated by Isis.
          CV will forward any Product sample to Isis for testing. Isis will
          promptly inform CV of any such test results. CV will be responsible
          for communicating with all such complainants and for all FDA
          notification and contact with respect to such complaints, but will
          keep Isis informed of such FDA contacts.

     14.4 Field Alerts. The parties will exchange any information received by
          either party which may meet Field Alert Report criteria (21 CFR
          314.81b1). Wherever possible the parties will discuss the necessity of
          filing a field alert report and collaborate in the submission thereof.
          CV will forward a copy of any such report 



                                       53
<PAGE>   37
          to Isis and the parties will continue to discuss follow-up action on
          such field alert report after submission.

     14.5 Product Recalls. The parties will immediately contact each other in
          the event that either party has any reason to believe that a recall of
          Product may be necessary. CV will, in consultation with Isis, resolve
          any issues with respect to the recall of any such Product including
          without limitation, the necessity of declaring the recall, the manner
          in which the recall should be conducted and the duration of the
          recall. Isis and CV will cooperate fully with respect to any such
          recall.

     14.6 Other Information. Isis will cooperate and provide timely information
          to CV in order for CV to comply with any other regulatory
          requirements. With respect to annual reports, Isis will provide the
          required information to CV by the anniversary date of FDA approval
          each year.

     14.7 Information Exchange. All information exchanged by the parties under
          this Section 14 will be forwarded to:


               For CV in U.S.:     Lawrence D. Mandt
                                   Director, Regulatory & Medical Affairs
                                   CIBA Vision Corporation
                                   11460 Johns Creek Parkway
                                   Duluth, Georgia  30155


               For CV in Europe and rest of world:
                                   Richard Bergstrom
                                   Head, Central Drug Regulatory Affairs
                                   CIBA Vision, A.G. Hettlingen
                                   10 Grenstrasse
                                   Buelach, SWITZERLAND



                                       54
<PAGE>   38
               For Isis:           Mark W. Lotz
                                   Executive Director, Regulatory Affairs
                                   Isis Pharmaceuticals, Inc.
                                   2292 Faraday Avenue
                                   Carlsbad, California 92008

15.  Patents

     15.1 Prosecution and Maintenance.

          (a)  Isis will undertake, diligently pursue, and bear all costs of the
               prosecution and maintenance of U.S. Patent No. [ * ] and the
               foreign equivalents thereof in the countries listed on Exhibit B
               hereto, and U.S. Patent No. [ * ] in the U.S. Isis will keep CV
               fully and timely informed with respect to the course and conduct
               of patent application prosecution matters related to such
               Patents. CV will have the right but not the obligation to consult
               with Isis regarding such prosecution.

          (b)  With respect to all Patents other than the U.S. Patents and the
               foreign equivalents [ * ] referred to in 15.1 (a) above, Isis
               will not terminate prosecution or maintenance of any Patent or
               claim which reads on the Product, or on a method of using the
               Product, without first giving CV forty-five (45) days prior
               written notice of its intention to do so. If CV

                                               *CONFIDENTIAL TREATMENT REQUESTED



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<PAGE>   39
               does not wish Isis to terminate such Patent or claim, Isis will,
               at its option, transfer and assign such Patent or Patent
               application to CV, or allow CV to reimburse Isis for the cost of
               the further prosecution and maintenance of such Patent or Patent
               application.

     15.2 Additional Filings. CV will have the right to request that Isis file,
          prosecute and maintain patents in jurisdictions other than those
          listed on Exhibit B. Upon CV's request, Isis will file, prosecute, and
          maintain such patents provided CV will be consulted with respect to
          the preparation and filing of such patents and will share the expenses
          therefor with CV paying [ * ] and Isis paying [ * ]. As used in this
          subsection, expenses will include outside consultant fees (i.e.,
          legal) translation fees, and filing fees but will not include the
          internal costs of Isis or CV. Each party will bear its own internal
          costs with respect to the filing of the patents in such additional
          jurisdictions.

16.  Infringement of Patent Rights

     16.1 Notification. If either party will become aware of any infringement or
          threatened infringement of any Patents, including that contained in a
          notice provided under the 1984 Act by a party filing an ANDA or Paper
          NDA for this Product, or an equivalent action in any other country,
          then the party having such knowledge will

                                               *CONFIDENTIAL TREATMENT REQUESTED



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<PAGE>   40
          give notice to the other within ten (10) days of becoming aware of
          such infringement or threatened infringement.

     16.2 Action by Isis. Isis will have the right, but not the obligation, to
          take such action as it deems appropriate, whether by action, suit,
          proceeding or otherwise, at its own expense to prevent or eliminate
          the infringement of the Patents by others in the countries listed on
          Exhibit B and to collect damages. CV agrees to cooperate with Isis in
          any reasonable manner including, but not limited to, being named as a
          co-plaintiff in an action brought by Isis. Isis agrees to pay all
          reasonable out-of-pocket expense incurred by CV in the prosecution of
          any such action, suit or proceeding for infringement.

     16.3 Action by CV. In the event that Isis does not take action for patent
          infringement to prevent or eliminate the infringement of Patents
          within one hundred twenty (120) days of receipt of notice of the
          infringement or threatened infringement thereof (or within thirty (30)
          days in the event such infringement is by Notice Under the 1984 Act),
          then within said one hundred twenty (120) days (or within said thirty
          (30) days if such infringement is under the 1984 Act) CV may, at its
          option, give notice to Isis that unless Isis undertakes such action,
          CV will commence an action to terminate such infringement. If Isis
          fails to take such action within said one hundred twenty (120) days
          (or said thirty (30) days in the event such infringement is by Notice
          Under the 1984 Act) then Isis will grant CV an exclusive license to
          the applicable Patents so that CV will be able to take such 



                                       57
<PAGE>   41
          action as it deems appropriate against any infringer of same. Such
          action by CV may be undertaken in the name of Isis, if necessary, and
          Isis agrees to cooperate with CV, and execute any necessary documents
          relating to such action.

     16.4 Apportionment of Damages and Expenses. Any damages recovered by the
          party bringing the action for patent infringement will be used first
          to compensate that party for its out-of-pocket expenses in the
          prosecution of any such action, suit or proceeding for infringement.
          Any remaining damages recovered by that party will be apportioned
          between CV and Isis in proportion to the damage incurred by each party
          as a result of the infringement [ * ]. With respect to an action
          brought under the 1984 Act, the parties will share the expenses
          equally, except that if CV brings such an action after Isis has
          declined to do so, and CV loses such action, CV will bear [ * ] of the
          expenses and Isis will bear [ * ].

     16.5 Invalidity. In the event the claims reading on the Product contained
          in the Patents are declared invalid or unenforceable by a judgment,
          decree or decision of a court, tribunal or other authority of
          competent jurisdiction such that patent protection in the U.S. or
          Europe is thereby vitiated and a competitive product enters the
          market, the applicable Supply Price of the Product set forth in
          Section 8 hereof shall be reduced as follows: 

                                               *CONFIDENTIAL TREATMENT REQUESTED



                                       58
<PAGE>   42
          (a)  If patent protection in both the U.S. and Europe is vitiated
               within the first seven years after Launch (as defined in Section
               8) of the Product, the Supply Price shall be reduced by [ * ]
               until the end of the third year after Launch, by [ * ] for the
               fourth and fifth year and by [ * ] for the sixth and seventh
               year. Thereafter, there will be no Supply Price reduction under
               this Section 16.5.

          (b)  If patent protection is vitiated only in the U.S., then the
               provisions of subsection (a) above will apply except that the
               Supply Price reduction will be [ * ].

          (c)  If patent protection is vitiated only in Europe, then the
               provisions of subsection (a) above will apply except that the
               Supply Price reduction will be [ * ].

17.  Third Party Rights

     17.1 Notification. If either party will become aware of any action, or
          suit, or threat of action or suit, by a third party alleging that the
          manufacture, use or sale or offer for sale of the Product or the
          practice of Know-How infringes a patent, or violates any other
          proprietary rights of any third party, the party aware will promptly
          notify the other party of the same and fully disclose the basis
          therefor.

                                               *CONFIDENTIAL TREATMENT REQUESTED



                                       59
<PAGE>   43
     17.2 Isis Obligations. Isis agrees to use diligent efforts to defend any
          such action. Isis agrees to cooperate and consult with CV during the
          course of such defense and to keep CV fully informed with respect to
          all significant aspects of such action. CV agrees to assist Isis by
          providing information in the possession and control of CV and to
          provide such fact witnesses as may be reasonably necessary to such
          defense.

     17.3 Third Party License. If, by the terms of any settlement or if by a
          judgment, decree or decision of a court, tribunal or other authority
          of competent jurisdiction, CV is required to obtain a license from a
          third party in order to market, sell and distribute Product
          (hereinafter "Third Party License") and/or to compensate or pay
          damages to such third party and/or pay royalties under such a license,
          then, (i) in the US and Europe, Isis will pay all such damages or
          royalties, and (ii) in the rest of the world, the parties will share [
          * ] the payment of such damages or royalties in the country to which
          such settlement, judgment, decree or decision directly relates, so
          long as the reason for such settlement, etc. does not arise from (i)
          CV's failure to appropriately acquire regulatory approval in such
          jurisdiction or from (ii) any other action or inaction on the part of
          CV, its Affiliates or Third Party Distributor in such jurisdiction.

     17.4 Injunction. If, by the terms of any settlement or of a judgment,
          decree or decision of a court, tribunal or other authority of
          competent jurisdiction, CV is enjoined

                                               *CONFIDENTIAL TREATMENT REQUESTED



                                       60
<PAGE>   44
          entirely from selling the Product in the U.S. and Europe, Isis will
          immediately reimburse CV for one-half of the amounts paid to Isis
          under Section 4 hereof, less net profits already earned by CV from
          sales of the Product. In addition, Isis will indemnify CV for any
          direct or consequential damages and costs that are payable as the
          result of any such settlement or judgment.

18.  Patent Term Extension

     18.1 Within sixty (60) days after approval of an NDA for the Product, and
          at CV's request, Isis will file and prosecute, at its own cost and
          expense, an application for an extension of the Patent. Isis will also
          file any similar applications in Europe. CV will also list the
          appropriate Patents in the "Orange Book".

19.  License Agreements

     19.1 Isis will maintain its license from [ * ] for so long as such license
          is required to manufacture, use or sell the Product. Isis will
          maintain its license agreement with [ * ] so long as such license is
          required to manufacture, use or sell the Product. Isis will be
          responsible for paying all royalties owed to [ * ] or any other third
          party in connection with the manufacture, use or sale of the Product.

                                               *CONFIDENTIAL TREATMENT REQUESTED



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<PAGE>   45
20.  Warranties

     20.1 Isis Warranties. In addition to the Warranty set forth in Section 13
          hereof, Isis warrants and represents that: (a) it is the owner of the
          Patents and Know-How and has the right to grant the rights granted to
          CV under Section 2 hereof free and clear of any encumbrance; (b) it
          has not assigned or conveyed any interest in the Patents or Know-How
          which may be inconsistent with the rights granted to CV hereunder; (c)
          to the best of its knowledge and after a diligent search, the practice
          of the Patents and Know-How in the United States and Europe does not
          infringe any rights of third parties; (d) it is not aware of any third
          party infringing the Patents in the Territory; (e) it has prosecuted
          all patent applications within the Patents in good faith and has no
          reason to believe any patent included in the Patents would be invalid
          or would be held to be unenforceable by a court of competent
          jurisdiction; and (f) it is a corporation duly incorporated and in
          good standing in its state of incorporation and has all requisite
          power to enter into and perform this Agreement, and, upon execution by
          the parties hereto, this Agreement will constitute a valid and
          legally-binding obligation of Isis enforceable in accordance with its
          terms.

     20.2 CV Warranties. CV warrants and represents that it is a corporation
          duly incorporated and in good standing in its state of incorporation
          and has all requisite power to enter into and perform this Agreement,
          and, upon execution by the 



                                       62
<PAGE>   46
          parties hereto, this Agreement will constitute a valid and legally
          binding obligation of CV, enforceable in accordance with its terms.

21.  Compliance with Law

     The parties, their Affiliates, and Third Party Distributors will at all
     times comply with any and all applicable federal, foreign, state and local
     laws and regulations with respect to their obligations and activities under
     this Agreement. In the event a governmental agency forces the cessation of
     the manufacture or distribution of the Product due to any actual or alleged
     violation or acts of non-compliance with laws or regulations by Isis, Isis
     will use its best efforts to resume operations as soon as possible. It is
     expressly understood that such governmental action will not be considered
     an event of force majeure under Section 26 hereof.

22.  Indemnification

     22.1 Isis to CV. Isis will indemnify and hold harmless CV, its Affiliates
          and their officers, agents and employees against any claim, loss,
          damage, penalty, assessment, or expense including reasonable
          attorneys' fees and the cost of any recall ("Claim") arising directly
          or indirectly from any breach of any of Isis' warranties under
          Sections 13 or 20 hereof, or breach of the other obligations or
          covenants under this Agreement, or for any governmental action taken
          as a result of any such breach.



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     22.2 CV to Isis. CV will indemnify and hold harmless Isis, its Affiliates
          and their officers, directors, agents and employees against any Claim
          arising directly or indirectly from (a) any breach by CV, its
          Affiliates, or Third Party Distributors of (i) the warranty under
          Section 20 hereof or (ii) the other obligations or covenants under
          this Agreement, or (b) any negligence, omission, or intentional
          wrongdoing by CV, its Affiliates or Third Party Distributors in
          connection with the sale and distribution of the Product, or (c) for
          any governmental action taken as a result of any such breach or any
          such act of negligence, omission or intentional wrongdoing.

     22.3 Procedure. In the event that an indemnified party receives notice of,
          or becomes aware of, a Claim in respect of which indemnity may be
          sought hereunder, and the indemnified party intends to seek indemnity
          hereunder, the indemnified party will promptly provide the
          indemnifying party with notice of such Claim and the intention to seek
          indemnity. The indemnifying party will have the right, at its option
          and its own expense, to be represented by counsel of its own choice
          and to defend against, negotiate, settle or otherwise deal with any
          such Claim, provided that the indemnifying party will not enter into
          any settlement or compromise of any such Claim which could lead to
          liability or create any financial or other obligation on the part of
          the indemnified party without the indemnified party's prior written
          consent. The indemnified party may participate in the defense of any
          Claim with counsel of its own choice and at its own expense. The
          parties agree to cooperate fully with each other in connection with
          the defense, negotiation or settlement of 



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          any such Claims. In the event that the indemnifying party does not
          undertake the defense, compromise or settlement of a Claim the
          indemnified party will have the right to control the defense or
          settlement of such Claim with counsel of its choosing provided,
          however, that the indemnified party will not settle or compromise any
          such claim without the indemnifying party's prior written consent,
          which consent will not be unreasonably withheld.

23.  Scientific Publications.

     23.1 Submission and Approval. Any scientific publication or presentation by
          either party with respect to the Product, including publications
          relating to clinical studies, will be approved by the other party
          prior to publication or presentation, such approval not to be
          unreasonably delayed or withheld. Due regard will be given to each
          party's legitimate interests, i.e., protection of confidential
          information, commercialization of the Product, etc. Any proposed
          publications which are to make public any findings, data or results of
          the studies relating to the Product will be provided to the other
          party at least thirty (30) days prior to submission for publication
          for the other party's approval, except that abstracts may be provided
          seven (7) days prior to submission for publication.

     23.2 Patent Considerations. If a party, in its reasonable judgment, needs
          additional time to seek patent or other appropriate protection (the
          "Patenting Party") for any of the information to be published or
          presented by the other party (the "Publishing 



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          Party"), the Patenting Party will promptly notify the Publishing Party
          of such need in writing, and the Publishing Party will defer such
          publication or presentation until such time as the Publishing Party is
          notified by the Patenting Party that such patent or other appropriate
          protection has been applied for.

24.  Proprietary Information and Announcements

     24.1 "Proprietary Information." As used herein, "Proprietary Information"
          will mean all technical, sales or other confidential business
          information, including the Know-How, related to the subject matter of
          this Agreement disclosed by one party to the other at any time prior
          to or during the Agreement Period and identified as confidential,
          together with all records generated or maintained Isis relating to
          Product produced for CV. Proprietary Information will not include
          information which, as demonstrated by competent evidence: (i) was
          known to the receiving party prior to the disclosure; (ii) was
          generally available to the public at the time of disclosure or becomes
          available to the public after disclosure other than through any act or
          omission of the receiving party in breach of this Agreement; (iii)
          becomes known to the receiving party as the result of disclosure from
          a third party under no obligation of secrecy to the other party; or
          (iv) is required to be disclosed by law or pursuant to the disclosure
          requirements of a governmental agency, provided that the party ordered
          to disclose the Proprietary Information notifies the party which owns
          or supplied the Proprietary Information sought to be disclosed



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          pursuant to such request, requirement or order in sufficient time to
          allow the owner/supplying party to oppose such request, requirement or
          order.

     24.2 Confidentiality Obligations. During the Agreement Period and for a
          period of five (5) years after the expiration or earlier termination
          of this Agreement, neither party will: (i) disclose, publish or make
          available any Proprietary Information disclosed to it by the other
          party: (a) to any third party, except to Affiliates which will be
          bound by the same obligation of confidentiality; or (b) to any
          employees who do not need to know or have access to such Proprietary
          Information; or (ii) sell, transfer or otherwise use, except for the
          purposes herein, any such Proprietary Information. After expiration or
          earlier termination of this Agreement, each party will return the
          Proprietary Information of the other party and will destroy all copies
          thereof, other than records which must be retained as a matter of law.

     24.3 Publicity. During the Agreement Period, neither party will make any
          press release or other public announcement relating to this Agreement,
          or otherwise disclose the terms of this Agreement to any third party
          other than an Affiliate, without the prior written consent of the
          other party except as required by a court of competent jurisdiction or
          pursuant to the disclosure requirements of a governmental agency.

25.  Term and Termination

     25.1 Agreement Period. The term of this Agreement will commence as of the
          Effective Date and will expire fifteen (15) years thereafter, unless
          previously terminated and notwithstanding any suspension due to a
          force majeure event under Section 26 hereof. If, at the time of such
          expiration, CV is continuing to make commercially 



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          reasonable efforts to market the Product, it may extend the Agreement
          for an additional five years, on six months' prior written notice,
          unless Isis has a reasonable objection thereto.

     25.2 Material Breach. This Agreement may by canceled by either party upon
          written notice in the event the other party fails to perform a
          material obligation under this Agreement within thirty (30) days after
          receiving notice of such failure. If the nature of the failure is such
          that it cannot be cured within the thirty-day period, no termination
          will occur provided the defaulting party will have commenced to cure
          such breach within thirty days and thereafter diligently proceeds to
          effect and complete such cure within ninety (90) days from the date of
          the original notice.

     25.3 CV's Option. This Agreement may be terminated by CV pursuant to the
          provisions of Section 4.2 hereof.

     25.4 Bankruptcy. Either party may terminate this Agreement upon written
          notice in the event that the other party will file for protection in
          bankruptcy or will be adjudicated as bankrupt or will make an
          assignment for the benefit of creditors or will have a receiver,
          whether appointed by private instrument or court offices, appointed
          for its property.

     25.5 Survival. Termination or expiration of this Agreement will not relieve
          either party from the liabilities and obligations approved prior to
          the Effective Date of 



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          termination or expiration, and the provisions of Sections 13, 17, 20,
          22 and 24 hereof will survive any termination or expiration of this
          Agreement.

     25.6 Post-Termination. All rights to the Patents, Know-How, Product
          Registrations, and Isis trademarks granted to CV under this Agreement
          will revert to Isis upon expiration or termination of this Agreement.
          After the expiration or termination of this Agreement, so long as the
          termination of the Agreement is not the result of a material breach on
          the part of CV, its Affiliates and Third Party Distributors, then CV,
          its Affiliates and Third Party Distributors will have the right to
          sell all Products released for distribution before such date as well
          as the right to sell all such Products in the process of manufacture
          on such date, provided that CV will pay the applicable Supply Price
          and render reports to Isis with respect to such Product in the manner
          required hereunder.

26.  Force Majeure

     26.1 Neither party will be liable to the other for loss or damages, or,
          except as expressly provided in this Agreement, have any right to
          terminate this Agreement for any default or delay attributable to any
          cause beyond the reasonable control of that party, including but not
          limited to, an act of God, flood, fire, explosion, strike, lockout,
          earthquake, labor dispute, war, revolution, civil commotion, act of a
          public enemy, blockade, embargo, or governmental action other than one
          resulting from the act, omission or negligence of a party. In the
          event such a default or 



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          delay occurs, the party affected will notify the other party and will
          exercise diligent efforts to resume performance of its obligations as
          soon as possible.

27.  Miscellaneous

     27.1 No Waiver. Failure of either party to insist upon strict observance of
          or compliance with any of the terms of this Agreement in one or more
          instances will not be deemed to be a waiver of its right to insist
          upon such observance or compliance with those or other terms of this
          Agreement with respect to subsequent breaches of any of the terms of
          this Agreement.

     27.2 Notices. All notices and demands required or permitted hereunder will
          be in writing and given by certified or registered mail, postage
          prepaid or by a nationally recognized express mail service, or hand
          delivered at the following addresses:

               If to CV:     CIBA Vision Corporation, U.S. Ophthalmics
                             11460 Johns Creek Parkway
                             Duluth, Georgia 30155 
                                  Attn: President

                                  cc:   General Counsel
                                        CIBA Vision Corporation
                                        11460 Johns Creek Parkway
                                        Duluth, Georgia 30155

               If to Isis:   Isis Pharmaceuticals, Inc.
                             2292 Faraday Avenue
                             Carlsbad, California 92008
                                  Attn: President

                                  cc:   General Counsel
                                        Isis Pharmaceuticals, Inc.
                                        2292 Faraday Avenue
                                        Carlsbad, California 92008



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          or to such other address as to which either party may notify the
          other. Notice will be deemed to be effective three (3) days after
          mailing, or upon receipt if hand delivered or sent by express mail
          service.

     27.3 Assignment. This Agreement will be binding upon and inure to the
          benefit of the parties, their successors and permitted assigns.
          Neither party may assign this Agreement without the prior written
          consent of the non-assigning party, which consent will not be
          unreasonably withheld.

     27.4 Governing Law. This Agreement is governed by the laws of the State of
          New York that are applicable to contracts negotiated, executed and
          performed within that state.

     27.5 Severability. In the event any one or more of the provisions of this
          Agreement should for any reason be held by any court of authority
          having jurisdiction over either the parties or this Agreement to be
          invalid, illegal or unenforceable, such provision or provisions will
          be validly reformed so as to nearly approximate the intent of the
          parties as possible or, if unreformable, will be divisible and deleted
          in such jurisdiction; otherwise, this Agreement will continue in full
          force effect.

     27.6 Independent Contractors. Nothing in this Agreement is intended or will
          be deemed to constitute a partnership, agency, employer-employee or
          joint venture relationship between the parties. All activities by the
          parties hereunder will be 



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          performed by them as independent contractors. Neither party will incur
          any debts or make any commitments for the other party, except to the
          extent specifically provided herein.

     27.7 Entire Agreement/Modification. The terms of this Agreement represent
          the entire agreement of the parties with respect to the subject matter
          herein and will not be modified or supplemented except in a written
          document duly executed by the parties, which document will state that
          it is an amendment of modification to this Agreement. This Agreement
          will prevail in the event of any inconsistencies between it and the
          terms of any purchase order, acknowledgment, invoice or other form
          utilized by the parties.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives as of the day and year indicated below.

CIBA VISION CORPORATION                ISIS PHARMACEUTICALS, INC.


By: Stephen M. Martin                  By: B. Lynne Parshall
Title: President                       Title: Executive Vice President
Date: July 10, 1997                    Date: July 10, 1997



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                   Attachment for Ciba Vision - Isis Agreement
                                    Exhibit A

                     [*CONFIDENTIAL TREATMENT REQUESTED FOR
                          ENTIRE CONTENTS OF EXHIBIT A]



                                       73
<PAGE>   57
                                    Exhibit B

                     [*CONFIDENTIAL TREATMENT REQUESTED FOR
                          ENTIRE CONTENTS OF EXHIBIT B]



                                       74
