Preview | License Agreement |

LICENSE AGREEMENT

This License Agreement (this ?Agreement?) is made as of Dec 6, 1999 by and between Biocoat, Incorporated (?Biocoat?), a Pennsylvania corporation with its principal place of business at 455 Pennsylvania Ave., Fort Washington, PA 19034 and Concentric Medical Inc., (?Licensee?), a Delaware corporation with its principal place of business at 2585 Leghorn Street, Mountain View, CA 94043.

WHEREAS, Biocoat owns patent rights and is licensed under patent rights of others with the right to sublicense, and possesses know-how and technical information relating to lubricious hydrophilic coatings, for application to medical devices, such as catheters and guidewires, and

WHEREAS, Licensee desires to obtain a license from Biocoat under such patent rights and to have access to Biocoat know-how and technical information to enable Licensee to apply such coatings, to be furnished by Biocoat, to certain products and Biocoat is agreeable to granting such a license pursuant to the terms of this Agreement,

NOW, THEREFORE, in consideration of the terms, conditions and covenants set forth below, the parties hereby agree as follows:

1.0 Definitions. For purposes of this Agreement, the following definitions shall apply:

1.1 ?Affiliate? means, with respect to any party, its

respective direct or indirect ultimate parent company, if any, and any company, firm or other entity more than fifty percent (50%) of whose issued and voting capital or share participation is owned or controlled, directly or indirectly, by such party or by its parent company, but only for so long as such ownership or control shall continue.

1.2 ?Product? means any of the products described in Schedule A, which is attached to and made part of this Agreement. Licensee reserves the right to add and/or modify Schedule A for newly developed products, subject to approval by Biocoat, which approval will not be withheld unless the change conflicts with contractual obligations to a third party.

1.3 ?Net Sales? means the net billings of Licensee and its Affiliates from sales of Licensed Products to unaffiliated (i.e., other than Affiliate) third parties, after deducting normal and customary cash and trade discounts, returns, allowances and commissions to agents, and any excise, sales or use or other similar taxes.

1.4 ?Field? means all actual or potential applications in the human vascular system.

1.5 ?Medical Device Company? means a company which manufactures and markets finished medical devices as that term is defined in the Current Good Manufacturing Practice regulation of the Food and Drug Administration.

1.6 ?Patents? means the patents and patent application described in Schedule B, which is attached to and made a part of this Agreement.

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1.7 ?Technology? means any process for applying a coating of hyaluronan to medical devices utilizing any adhesive layer consisting of acrylic copolymers.

1.8 ?Proprietary Information? means all know-how, trade secrets, inventions, data, technology, and information, owned, acquired, developed or controlled by, or licensed to, Biocoat relating to the Patents or the Technology which is used or useful with respect to Licensed Products, including the composition and process for producing the acrylic copolymers.

1.9 ?Licensed Product? means any Product indicated for use in the Field which is processed with a coating of hyaluronan using the Patents or the Proprietary Information.

1.10 ?Territory? means all countries of the world.

2.0 Grant.

2.1 Subject to the terms of this Agreement, Biocoat hereby grants to Licensee non-exclusive licenses in the Territory under the Patents and the Proprietary Information, to make, have made, use and sell Licensed Products with respect to those Products identified in Schedule A. The foregoing non-exclusive license does not include the right to grant sublicenses.

2.2 Biocoat hereby retains the right to develop coatings for, supply coatings to, and enter into coatings license and supply agreements with third parties so long as such agreements do not conflict with the rights of Licensee pursuant to this Agreement.

2.3 Biocoat hereby grants to Licensee a fully paid,

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