LICENSE AGREEMENT

This LICENSE AGREEMENT (this Agreement) is made effective as of May 12th, 2006 (the Effective Date) by and between Novasys Medical, Inc., a Delaware corporation with a place of business at 39684 Eureka Drive, Newark, California 94560 (Novasys) and Curon Medical, Inc., a Delaware corporation with a place of business at 46117 Landing Parkway, Fremont, California 94538 (Curon). Novasys and Curon are each referred to herein by name or, individually, as a Party or, collectively, as Parties.

BACKGROUND

A. Curon owns or controls certain patent rights pertaining to the ablation of tissue and/or collagen denaturation of tissue in and around the gastrointestinal tract and the treatment of sphincters throughout the body.

B. Novasys is in the business of manufacturing medical devices designed to treat certain Genito-Urinary Conditions in males and females such as urinary incontinence by denaturing tissue in and around the urinary sphincter.

C. Novasys desires to obtain and Curon desires to grant a license under certain patents controlled by Curon (as defined below), all on the terms and conditions set forth herein below.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

The following capitalized terms shall have the following meanings as used in this Agreement:

1.1 Affiliate means any Person which is directly or indirectly controlling, controlled by or under common control of a Party, only for so long as such control exists. As used in this Section 1.1, control means: (i) in the case of any corporate Person, direct or indirect ownership of fifty percent (50%) or more of the stock having the right to vote for the election of directors, (ii) in the case of any non-corporate Person, direct or indirect ownership of fifty percent (50%) or more of the equity or income interest, or (iii) in the case of any Person, the direct or indirect ownership or control (by contract, operation of Law or otherwise) of the power to direct the management and policies of such Person.

1.2 Control means, as to a particular Patent, possession by the applicable Party or its Affiliate of the power and authority, whether arising by ownership, license or other authorization to grant and authorize under such Patent the right, license or sublicense, as applicable, within the scope granted in this Agreement. Controlled and Controlling have their correlative meanings.

1

1.3 Curon Patents means (i) the present and currently pending Patents Controlled by Curon as of the Effective Date, that reasonably relate to or are otherwise useful in the Novasys Field, as are listed in Schedule 1.3.1 (collectively Existing Field Patents); and (ii) any Patent Controlled by Curon that is filed after the Effective Date of this Agreement and that claims priority to at least one of the Existing Field Patents under 35 U.S.C. 120 or that claims priority to at least one of the Other Patents under 35 U.S.C. 120 and that reasonably relates to or are otherwise useful in the Novasys Field (collectively, Future Field Patents). Curon Patents shall not include any Patent Controlled by Curon under a license granted by a Third Party that is limited to an exclusive field of use outside the Novasys Field or that otherwise does not grant Curon the right to sublicense in the Novasys Field (as are listed in Schedule 1.3.2).

1.4 Excluded Field means methods and/or apparatuses not included in the Novasys Field, including, but not limited to those used for or useful in the ablation of any tissue for the purpose of treating: (a) dyspepsia; (b) fecal incontinence; (c) gastroesophageal reflux disease; (d) gastroparesis; (e) hemorrhoids; (f) hiatal hernia; (g) obesity; (h) any sphincter dysfunction in the Gastro-Intestinal tract; (i) Barretts Esophagus; or (j) the ablation of vascular tissue.

1.5 Intellectual Property Rights means present patents, rights of inventorship, copyrights, rights of authorship, inventions, all applications, registrations and renewals in connection with any of the above, know-how, trade secrets, and all other intellectual and industrial property rights.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC