SECOND AMENDMENT TO BROMFENAC LICENSE AGREEMENT

Exhibit 10.1

SECOND AMENDMENT TO BROMFENAC LICENSE AGREEMENT

This Second Amendment (the “Second Amendment”) is made this 31st day of May, 2006, by and between ISTA Pharmaceuticals, Inc., a Delaware corporation (“ISTA”), and Senju Pharmaceutical Co., Ltd., a legal entity organized and existing under the laws of Japan (“SENJU”).

WHEREAS, ISTA and SENJU are parties to that certain license agreement dated March 7, 2002, as amended by the Amendment to Bromfenac License Agreement dated August 13, 2002 (collectively called the “License Agreement”); and

WHEREAS, SENJU and ISTA desire to amend the provisions of the License Agreement and to confirm their respective obligations under the License Agreement as provided below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ISTA and SENJU hereby agree that:

1.01 “Patent Rights” or “Licensed Patent” shall mean all rights in and under U.S. Patent No. 4,910,225, U.S. Patent Application Publication No. US 2005/0239895 A1, and any continuations, continuations-in-part, divisions, re-examinations, reissues, or extensions of the foregoing, and any patents issuing from the foregoing applications or claiming priority from any of the foregoing patents or patent applications, and all rights in and under any other patents or patent applications in the Territory which are as of the Effective Date or during the term of this License Agreement owned, licensed or otherwise controlled by SENJU or its affiliates relating to the Preparation or the Compound or covering the Technical Information & Know-How or which are otherwise necessary or useful for the development and commercialization of any Preparation in the Territory, including but not limited to its registration, research, development, manufacture, use, storage, transport, importation, sale, offer for sale, promotion and distribution. However, any rights or property under this definition that become owned, licensed or otherwise controlled by SENJU or its affiliates after the effective date of the Second Amendment shall be excluded from this definition upon ISTA’s request.

1.06 “First Commercialization” shall mean the date of the first commercial sale in the Territory by ISTA or ISTA Agent of the first FDA-approved Preparation in commercial quantities to Third Party under this License Agreement. By way of clarification and for the avoidance of doubt, First Commercialization shall occur only once with respect to the first FDA-approved Preparation and shall not pertain to improvements of such Preparation or any other Preparations that may be that may be subsequently approved by the FDA and/or commercialized by ISTA in the Territory.

15.02 Upon (i) expiration of the License Agreement or (ii) earlier termination of this License Agreement if neither SENJU nor a Third Party on behalf of SENJU desires to market, sell and distribute the Preparation in the Territory after such earlier termination, SENJU will, upon the request of ISTA and in consideration of reimbursement to SENJU of all fees and cost incurred by SENJU to obtain the right to the Trademark under paragraph 15.01 above, assign and transfer said Trademark to ISTA for use by ISTA in marketing, selling and distributing of the Preparation in the Territory.

16.01 This License Agreement shall become effective as of the Effective Date and shall be in full force and effect for the longer of (i) ten (10) years after the First Commercialization or (ii) the last to expire of any issued patent in the Territory included in the Patent Rights. Upon expiration of this License Agreement, ISTA shall have a fully paid-up, royalty-free, perpetual and irrevocable non-exclusive right to use the Technical Information & Know-How in the Territory.

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IN WITNESS WHEREOF, this Second Amendment has been entered into as of the date first set forth above.

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