ASSIGNMENT AND LICENSE AGREEMENT

This ASSIGNMENT AND LICENSE AGREEMENT (this Agreement) is made effective as of March 16, 2006 (the Effective Date) by and between BRRX Medical, Inc., a Delaware corporation with a place of business at 540 Oakmead Parkway, Sunnyvale, California 94085 (BRRX) and Curon Medical, Inc., a Delaware corporation with a place of business at 46117 Landing Parkway, Fremont, California 94538 (Curon). BRRX 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 in and around the gastrointestinal tract.

B. BRRX is in the business of manufacturing medical devices designed to treat certain gastrointestinal disorders or conditions by ablating tissue in and around the gastrointestinal tract.

C. BRRX desires to obtain and Curon desires to grant an assignment of the Assigned Patents (as defined below) and a license under the Licensed Patents (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:

1.1 206 Patent means United States Patent No. 6,872,206, corresponding European Patent Application No. 05077167.4, and any other foreign counterpart that may be filed having claims limited to the BRRX Field, and any reissue, reexamination or extension thereof.

1.2 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 1.2, 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.

1.3 Assigned Patents means the 206 Patent and any and all New 206 Patents.

1.4 BRRX Field means methods and/or apparatuses for (i) the ablation of any tissue where such ablation commences at the mucosal surface of the tissue (including, but not limited to, epithelium, lamina propria, muscularis mucosae, submucosa, muscularis propria, adventitia, Barretts esophagus, squamous epithelium, columnar epithelium, neoplastic tissue, vascular tissue and glandular epithelium) in the gastrointestinal tract (including, but not limited to, the alimentary tract, digestive tract, oral cavity, pharynx, esophagus, stomach, pylorus, small intestine, large intestine, sigmoid colon, rectum and anus), and/or (ii) the ablation of vascular tissue, in each case using any energy sources, including, but not limited to, radiofrequency energy and cryotherapy. The BRRX Field specifically includes, but is not limited to, present and future methods and/or apparatuses, including BRRX, Stellartech or other ablation devices, sizing balloons and generators, for the treatment of Barretts esophagus. The BRRX Field specifically excludes the Excluded Field.

1.5 Control means, as to a particular Patent, possession by Curon 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 to BRRX in this Agreement. Controlled and Controlling have their correlative meanings.

1.6 Excluded Field means methods and/or apparatuses not included in the BRRX Field, including, but not limited to those used for or useful in the ablation of any tissue for the purpose of treating: (a) dyspepsia, other than via mucosal ablation only; (b) fecal incontinence; (c) gastroesophageal reflux disease, other than the treatment of Barretts esophagus; (d) gastroparesis; (e) hemorrhoids; (f) hiatal hernia; (g) obesity, other than via mucosal ablation only; (h) sphincter dysfunction, other than the treatment of Barretts esophagus; or (i) urinary incontinence.

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