TABLE OF CONTENTS

Article No.				Title			Page
RECITALS							1
	1.			DEFINITIONS			1
	2.			GRANT			2
	3.			SUBLICENSES			2
	4.			FEES			3
	5.			ROYALTIES			3
	6.			DILIGENCE			5
	7.			PATENT FILING, PROSECUTION AND MAINTENANCE			5
	8.			PATENT INFRINGEMENT			6
	9.			PROGRESS AND ROYALTY REPORTS			7
	10.			BOOKS AND RECORDS			8
	11.			LIFE OF THE AGREEMENT			8
	12.			TERMINATION BY THE REGENTS			8
	13.			TERMINATION BY LICENSEE			8
	14.			DISPOSITION OF LICENSED PRODUCTS ON HAND UPON TERMINATION			9
	15.			PATENT MARKING			9
	16.			USE OF NAMES AND TRADEMARKS AND NONDISCLOSURE OF AGREEMENT			9
	17.			LIMITED WARRANTY			9
	18.			INDEMNIFICATION			10
	19.			NOTICES			11
	20.			ASSIGNABILITY			11
	21.			LATE PAYMENTS			11
	22.			WAIVER			11
	23.			GOVERNING LAWS			11
	24.			GOVERNMENT APPROVAL OR REGISTRATION			11
	25.			EXPORT CONTROL LAWS			12
	26.			FORCE MAJEURE			12
	27.			CONFIDENTIALITY			12
	28.			MISCELLANEOUS			13
				APPENDIX A			14

LICENSE AGREEMENT

This Agreement is made and is effective this 29^th day of November 1999, (the ?Effective Date?) between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (?The Regents?), a California corporation having its corporate offices located at 1111 Franklin Street, Oakland, California 94607-5200, acting through its offices located at Box 140607, 10945 Le Conte Avenue, Suite 1401, Los Angeles, California 90095-1406, and Foundry, LLC. (?Licensee?), having a principal place of business at 604-D Fifth Ave., Redwood City, CA 94063.

RECITALS

WHEREAS, a certain invention (the ?Invention?), generally characterized as ?Embolism Retrieval Device? (UCLA Case No. LA96-517-03/04), was made in the course of research at the University of California, Los Angeles by Dr. Pierre Gobin and Dr. J. P. Wensel and is covered by Regents? Patent Rights as defined below;

WHEREAS, Licensee and The Regents entered into a Secrecy Agreement effective August 13, 1999 and expiring on August 13, 2004 to allow Licensee to evaluate its interest in the Invention and, as a result of its evaluation, Licensee wishes to obtain certain rights from The Regents;

WHEREAS, Licensee is a ?small business firm? as defined in 15 U.S.C. ?42; and

WHEREAS, The Regents wishes that Regents? Patent Rights be developed and utilized to the fullest extent so that the benefits can be enjoyed by the general public.

The parties agree as follows:

1. DEFINITIONS

     1.1 ?Regents? Patent Rights? means The Regents interest in any of the patent applications listed in Appendix A attached to this Agreement and assigned to The Regents (UCLA Case Nos. LA96-517-03/04); any continuing applications thereof including divisions; but excluding continuations-in-part except to the (extent of claims entitled to the priority date of the parent case); any patents issuing on these applications including reissues and reexaminations; and any corresponding foreign patents or patent applications; all of which will be automatically incorporated in and added to Appendix A and made a part of this Agreement.

     1.2 ?Licensed Product? means any article, composition, apparatus, substance, chemical, or any other material covered by Regents? Patent Rights or whose manufacture, use or sale would constitute an infringement of any claim within Regents? Patent Rights, or any service, article, composition, apparatus, chemical, substance, or any other material made, used, or sold by or utilizing or practicing a Licensed Method.

     1.3 ?Licensed Method? means any process or method which is covered by Regents? Patent Rights or whose use or practice would constitute an infringement of any claim within Regents? Patent Rights.

     1.4 ?Field? means endovascular embolectomy

     1.5 ?Affiliate? means any corporation or other business entity in which Licensee owns or controls, directly or indirectly, at least 50% of the outstanding stock or other voting rights entitled to elect directors. In any country where the local law does not permit foreign equity participation of at least 50%, then ?Affiliate? means any company in which Licensee owns or controls, directly or indirectly, the maximum percentage of outstanding stock or voting rights that is permitted by local law. All references to Licensee herein shall be meant to include Affiliates.

     1.6 ?First Commercial Sale? means the first sale of any Licensed Product by Licensee or any Affiliate or Sublicensee, following approval of its marketing by the appropriate governmental agency for the country in which the sale is to be made. When governmental approval is not required, ?First Commercial Sale? means the first sale in that country.