Exhibit
10.43


LICENSE AGREEMENT


This License
Agreement (this “Agreement”) made this 18th day of November, 1996, by and
between STS Biopolymers, Inc. (“STS”), a New York corporation with its
principal place of business at 336 Summit Point Drive Henrietta, New York, and
Micro Therapeutics, Inc. (“MTI”), a Delaware corporation with its principal
place of business at 1062-F Calle Negocio, San Clemente, California.


RECITALS:


A.                                   STS
owns certain PATENTS, PROPRIETARY INFORMATION and TRADEMARKS relating to
formulation, production and manufacture of coatings for medical devices.


B.                                        MTI
wishes to acquire a license to such PATENTS and TECHNICAL INFORMATION as they
relate to COATED PRODUCTS.


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


1.0                                 Definitions:


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


1.1                                 LICENSED
PATENTS means United States Patent Application to be filed by STS during
calendar year 1996 for lubricious hydrogel coating layers incorporating
polymers other than cellulose esters and United States Patents which issue
therefrom, their foreign counterparts, and any division, continuation,
continuation-in-part, reissue, or extension thereof.


1.2                                 PROPRIETARY
INFORMATION means unpublished research and development information, market and
business information, unpatented inventions, know-how, trade secrets,
manufacturing information, formulations, and technical data in the possession
of STS at the effective date of this Agreement and thereafter which is needed
to produce LICENSED PRODUCTS


1.3                                 LICENSED
MARKS means the marks STS and coating identifying marks created by STS as used
in connection with marketing, promotion, and labeling of LICENSED PRODUCTS and
related services, including marks which are registered in any country and marks
acquired by usage and common law rights.


1.4                                   COATING
means STS’ lubricious hydrophilic coatings based upon the LICENSED PATENTS.












1.5                                   COATED
PRODUCTS means any device used in vasculature access procedures manufactured by
or for MTI incorporating the application of COATING on any part or component of
each such device.


1.6                                 NET
SALES means the total of gross receipts, from the sale of COATED PRODUCTS by
MTI and any RELATED COMPANY in any arm’s-length transactions to unrelated third
party distributors, retailers, or end-users, less discounts allowed to
distributors, discounts allowed dealers, refunds, replacements or credits
allowed to purchasers for return of COATED PRODUCT or as reimbursement for damaged
COATED PRODUCT, freight, postage, insurance and other shipping charges, sales
and use taxes, customs duties and any other governmental charges imposed on the
production, importation, use or sale of COATED PRODUCTS except income taxes.
Should MTI sell COATED PRODUCTS in combination with other products, then the
NET SALES shall be based on the average price charged during the applicable
quarter by MTI for the COATED PRODUCTS when separately invoiced or priced. In
the event that the COATED PRODUCTS have not been sold or invoiced during the
applicable quarter, the price for that quarter shall be the same as the price
at which COATED PRODUCT was sold in the most. recent quarter prior thereto: If
the COATED PRODUCTS have not been separately invoiced or sold for two (2)
quarters prior to the applicable quarter, the NET SALES shall be computed by
the ratio that MTI’S cost of manufacturing the COATED PRODUCTS bears to its
cost of manufacturing the combination of products which the COATED PRODUCT is a
part, multiplied by the NET SALES of such product.


1.7                                 RELATED
COMPANY means any parent, subsidiary or affiliate company of MTI or any
subsidiary of any parent or subsidiary of MTI and any company controlled or
owned in part or whole by MTI and/or any of its officers, directors or
shareholders.


1.8                                 TERRITORY
means worldwide.


1.9                                 CONFIDENTIAL
INFORMATION means unpublished research and development information, market and
business information, unpatented inventions, know-how, trade secrets,
manufacturing information, formulations, and technical data relating to
developments and improvements to the COATINGS conceived and/or reduced to
practice after the effective date of this Agreement.


2.0                                 Grant


2.1                                 STS
hereby grants to MTI a non-exclusive license under the LICENSED PATENTS to the
COATING in order for MTI to make, have made, import, offer for sale, sell and
use COATED PRODUCTS in the TERRITORY.



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2.2                                 STS
hereby grants to MTI a non-exclusive license to use the PROPRIETARY INFORMATION
in connection with making, having made, importing, offering for sale, selling
and using COATED PRODUCTS in the TERRITORY.


2.3                                 STS
hereby grants to MTI the right to use the LICENSED MARKS in connection with
COATED PRODUCTS. MTI agrees to display prominently the legend “Coated with
ULTRA SLIP­COATTM” on all COATED PRODUCTS packaging. MTI has not registered and
agrees not to register LICENSED MARKS in any country except with the written
permission of STS. MTI shall mark COATED PRODUCT or its packaging with the
patent numbers as required by law or as requested by STS and shall identify
ULTRA SLIP-COATTM as a trademark of STS.


3.0                                 Royalties


3.1                                  As
consideration for this grant of rights, MTI shall pay to STS, upon acceptance
of COATING by MTI for production of COATED PRODUCT but no later than July 1,
1997, a non­refundable initial payment of $15,000.


3.2                                  In
addition to the initial payment provided in Paragraph 3.1 above, MTI agrees to
pay to STS a royalty of four percent (4%) of NET SALES. Such royalty shall be
paid in U.S. Dollars within forty-five (45) days after the end of each calendar
quarter and shall be payable on NET SALES during said calendar quarter.
Conversion to U.S. Dollars shall be at the rate published in the Wall Street
Journal on the last day of said calendar quarter.


3.3                                  The
obligation to pay royalties to STS under this Article is imposed only once with
respect to any single unit of COATED PRODUCT.


3.4                                  Overdue
payment to STS shall accrue interest, which MTI shall pay monthly to STS, at
three percent (3%) above the prime rate posted by Chase Manhattan Bank, New
York, NY, USA. Overdue payments shall be considered a material breach of this
Agreement without regard to interest due or paid.


3.5                                  The
payment of royalties as set forth in this Article is in addition to the
purchase price of the COATING and of coating services which are to be
separately established between STS and MTI.


4.0                                 Accounting
and Audit. Within forty-five (45) days after the close of each calendar
quarter ending on the last day of March, June, September and December of each
year, MTI shall render to STS a written accounting with respect to all royalty
payments due hereunder. Such report shall indicate for each such quarter the
amount of NET SALES, if any, of COATED PRODUCTS sold by MTI by type and



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quantity of each product
sold within each country of sale. MTI shall keep accurate records in sufficient
detail to enable the aforesaid payments to be determined. At STS’s request and
expense, MTI shall permit an independent certified public accountant acceptable
to MTI to have access during regular business hours and upon reasonable notice
to MTI to such of the records of MTI as may be necessary to verify the accuracy
of the reports required under this Agreement.


5.0                             Improvements.
During the term of this Agreement, STS and MTI may, at their option, disclose
to the other party any development or improvement relating to the COATINGS
conceived and/or reduced to practice by the disclosing party. The grant of
rights by STS or MTI to the other party under such developments and
improvements shall be subject to a separate agreement then to be negotiated.
STS and MTI agree to treat any such disclosure as CONFIDENTIAL INFORMATION
subject to Paragraph 6.0 below.


6.0                             Confidentiality


6.1                                      MTI
agrees to treat as confidential any and all PROPRIETARY INFORMATION obtained
from STS and MTI and STS agree to treat as confidential any and all
CONFIDENTIAL INFORMATION obtained from the other party and to that end further
agree:


(a)                                       not
to disclose, disseminate, discuss or reveal to anyone any of the PROPRIETARY INFORMATION
or CONFIDENTIAL INFORMATION, or any portion thereof, and not to directly or
indirectly use the PROPRIETARY INFORMATION or CONFIDENTIAL INFORMATION or any
portion thereof except in accordance with this Agreement;


(b)                                      to
safeguard the PROPRIETARY INFORMATION or CONFIDENTIAL INFORMATION obtained
under this Agreement in a manner no less strict than receiving party treats its
own confidential information, and in any event to maintain all documentation,
specimens, drawings, specifications, formulas, technical manuals, fixtures,
sample units, testing procedures, and the like, regarding the PROPRIETARY
INFORMATION and CONFIDENTIAL INFORMATION in a manner not accessible by
unauthorized persons, and to take all reasonable precautions, including the
establishment of appropriate procedures and discipline, to safeguard the
confidentiality of the information disclosed by the disclosing party; and


(c)                                       to
use best efforts to ensure that the PROPRIETARY INFORMATION and CONFIDENTIAL
INFORMATION is disclosed only to receiving party’s officers, employees, and
agents who have a need to know the PROPRIETARY INFORMATION or CONFIDENTIAL
INFORMATION and to require such officers, employees, and agents to whom the
PROPRIETARY



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INFORMATION or
CONFIDENTIAL INFORMATION is disclosed to be bound by like obligations of
confidentiality and non-use.


6.2                                      Upon
the termination of this Agreement, the receiving party shall return to the
disclosing party, within two (2) months of termination, any and all PROPRIETARY
INFORMATION and CONFIDENTIAL INFORMATION, including documents, specimens, data,
drawings, formulas, specifications, technical manuals, samples, and the like
provided to receiving party by disclosing party, or receiving party shall
affirm in writing by an officer thereof the destruction of all records which
include or disclose PROPRIETARY INFORMATION or CONFIDENTIAL INFORMATION
disclosed to receiving party by disclosing party under this Agreement.


6.3                                      The
obligations of this Agreement shall not apply to any information disclosed by
disclosing party to receiving party which:


(a)                                  is
publicly known at the time of disclosure or becomes publicly known at any time
other than through disclosure by receiving party.


(b)                                 receiving
party can demonstrate is already in its possession from sources other than
disclosing party, as evidenced by written records, provided that, within twenty
(20) days of the receipt by receiving party of PROPRIETARY INFORMATION or
CONFIDENTIAL INFORMATION under this Agreement, receiving party notifies
disclosing party in writing of the existence and nature of such information
from other sources and furnishes copies of any documents relied upon; or


(c)                                  is
disclosed to receiving party by a third party not under an obligation to
maintain the PROPRIETARY INFORMATION or CONFIDENTIAL INFORMATION in confidence.


If any part of the
PROPRIETARY INFORMATION or CONFIDENTIAL INFORMATION disclosed should ever meet
any of the criteria established in the above subparagraphs, the receiving party
shall still be obliged to maintain in confidence any other part of the
PROPRIETARY INFORMATION and CONFIDENTIAL INFORMATION which does not meet said
criteria.


7.0                              Technical
assistance. Promptly following the execution of this Agreement and on a
continuing basis during the term of this Agreement, STS shall furnish to MTI,
at MTl’s request, the services of STS employees having knowledge of the
LICENSED PATENTS and PROPRIETARY INFORMATION necessary for the performance of
this Agreement; provided that MTI shall (a) reimburse STS for the reasonable
travel and living expenses incurred by such technical personnel for travel
requested by MTI hereunder, and (b) pay STS an hourly charge of $90 per hour
for such services.



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8.0                              Warranty.
STS warrants that it is the owner of all right, title and interest in and to
the LICENSED PATENTS and has the unrestricted power and authority to grant the
licenses and give access to the PROPRIETARY INFORMATION as provided herein. STS
represents that as of the date of this Agreement it has no knowledge of any
pending or threatened litigation against STS which might impair the rights
licensed hereunder, nor does it have knowledge of any dominant patents or
patent rights which might reasonably be infringed by MTI’s manufacture, use and
sale of the COATED PRODUCTS.


9.0                              Effective
Date and Term.


9.1                                  This
Agreement will become effective on the day and year first written above and
shall continue until the expiration or invalidation by a competent authority of
all patents covered under LICENSED PATENTS.


9.2                                  If
either party hereto shall commit any breach of any material provision of this
Agreement, and shall not, within thirty (30) days’ written notice of such
breach by the other party, correct such breach, then such other party may, by
written notice to the breaching party, immediately terminate this Agreement.
The right of either party to take such action shall not be affected in any way
by its failure to take any action with respect to any previous breach.


9.3                                  STS
shall have the right to terminate this Agreement in the event of the filing of
a voluntary or involuntary petition of bankruptcy or insolvency of MTI.


9.4                                  STS
shall have the option to terminate this Agreement if, during the first three
(3) years of the term of this Agreement, the quarterly royalty paid by MTI is
less than two thousand five hundred U.S. dollars ($2,500.00 U.S.) in any
calendar quarter or if, during the remaining term of this Agreement, the
quarterly royalty paid by MTI is less than five thousand U.S. dollars
($5,000.00 US) in any calendar quarter. If STS exercises this termination
option, it shall provide MTI ninety (90) days notice prior to cancellation and
shall complete all unfilled, prepaid orders for Coatings received from MTI
prior to the end of the ninety (90) day notification period. MTl’s obligation
to pay royalty on NET SALES shall continue as long as MTI sells COATED
PRODUCTS.


9.5                                  If
either party should exercise its right to terminate this Agreement under the
provisions of Sections 9.2, 9.3 or 9.4 above, then MTl’s rights and licenses
under Section 2.0 hereof shall immediately terminate, including its right to
make further use of the PROPRIETARY INFORMATION acquired from STS under this
Agreement. However, MTl’s obligation to hold PROPRIETARY INFORMATION in
confidence pursuant to Section 6.0 of this Agreement shall remain in effect for
five (5) years following termination.



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9.6                                  Termination
of this Agreement shall not relieve either party of obligations incurred prior
to termination.


10.0                           Infringement:


10.1                           In
the event that STS shall fail, within thirty (30) days of notice by MTI of any
material infringement, direct or contributory, by a third party of rights
granted to MTI in Section 2.0 hereunder, to institute legal action to end such
infringement, MTI shall have the right, at that time, and at its option, to
initiate and prosecute such action, in its own or STS’s name, but at MTI’s sole
cost and expense; provided, however, that STS shall cooperate fully with MTI in
the initiation and prosecution of such action. 
At the termination of such action, MTI may deduct from the royalties due
to STS its costs and expenses, including its attorney’s fees, of prosecuting
such action.  Any recovery, by way of
judgment damages or of a possible license, shall be divided equally between STS
and MTI after deducting the costs and expenses of such action.


10.2                           Should
any patent infringement action be brought, or threatened, against MTI as a
result of MTI’s exercising of rights granted to it hereunder, MTI shall
promptly notify STS.  STS may, at its
option, defend MTI.  If STS does not
defend the MTI, then royalties earned with respect to that country shall be
applied to the costs and expenses, including attorneys’ fees, of litigation and
damages, if any, incurred by MTI. Any excess of such accrued royalties shall be
paid to STS.


11.0                           Indemnification.


11.1                           Each
party agrees to indemnify and hold the other party and its Related Companies,
officers, directors, employees, agents and shareholders harmless against any
and all losses, liabilities, damages, claims, judgments, demands, and expenses
(including reasonable attorneys’ fees) 
arising out of or in connection with the breach by the indemnifying
party of any of its representations or warranties or the nonperformance,
partial or total, of any covenants of the indemnifying party contained in this
License Agreement.


11.2                           MTI
shall indemnify, defend, and hold STS and its Related Companies, officers,
directors, employees, agents and shareholders, harmless from and against any
and all losses, liabilities, damages, claims, judgments and expenses (including
reasonable attorney’s fees) arising from the sale or use of COATED PRODUCTS
except those arising out of negligence or willful misconduct by STS.


11.3                           As
a condition to the indemnified party’s right to indemnification under this
Article 11, the indemnified party shall give prompt notice to the indemnifying
party of any suits, claims or demand by third parties or the indemnified party
which may give rise to any loss for which



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indemnification may be
required under this Article 11. The indemnifying party shall be entitled to
assume the defense and control of any suit, claim or demand of any third party
at its own cost and expense; provided, however, that (i) the other party shall
have the right to be represented by its own counsel at its own cost in such
matters, and (ii) any settlement of such suit, claim or demand shall be subject
to the prior written consent of such other party, which consent shall not be
withheld or delayed unreasonably.


12.0                           General


12.1                           Assignment.
Neither MTI nor STS shall have the right to assign (including by sale, merger
or otherwise by operation of law) any or all of its rights and obligations
under this Agreement without the prior written consent of the other party,
which shall not be unreasonably withheld. This Agreement and all rights and
obligations hereunder shall be binding upon and shall inure to the benefit of
the respective successors and assignees who rightfully become an Assignee,
under this Section.


12.2                           Entire
Agreement. This Agreement contains the entire agreement between the parties
hereto with respect to the subject matter hereof. This Agreement may not be
released, discharged, abandoned, changed or modified in any manner except by an
instrument in writing signed by a duly authorized officer of each of the
parties hereto.


12.3                           Waiver
and Severability. The waiver by either of the parties of any breach of any
provision hereof by the other party shall not be construed to be waiver of any
succeeding breach of such provision or to be a waiver of the enforceability of
the provision itself.


12.4                           Governing
Law. This Agreement shall be construed and interpreted in accordance with
the laws of the State of New York, USA whose courts shall, except as limited by
the provisions of the binding arbitration provisions of Section 12.5 below,
have jurisdiction over the parties hereto and all matters arising hereunder.


12.5                           Arbitration.
Any dispute or controversy arising out of or with respect to this Agreement
shall be subject to binding arbitration in Rochester, New York, or in another
location if the parties so agree, under the Commercial Rules of the American
Arbitration Association. Any resulting award shall be final, binding, and
nonappealable and may be entered in any court of competent jurisdiction in any
country to enforce it and the parties consent to personal jurisdiction in any
such court.


12.6                           Invalidity.
If any of the provisions of this Agreement is held to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision of this Agreement.



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12.7                           Notice.
Any notice required or to be given hereunder shall be considered delivered when
deposited, postage prepaid, in the United States mail, certified or registered
mail, or by telecopier, to the address of the other party as specified below or
as subsequently modified in writing by the parties.


If to STS:


STS Biopolymers, Inc.


336 Summit Point Drive


Henrietta, New York 14467


Attention:
President


If to MTI:


Micro Therapeutics, Inc.


1062-F Calle Negocio


San Clemente, California 92673


Attention:
Vice President R&D


12.8                           Survival
of Certain Terms.  Paragraphs 4.0,
6.0, 9.6, 10.2 and 11.0 shall survive termination of this Agreement for any
reason.


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed effective the day and
year set forth above.


	
   

  	
   

  
	
  Micro Therapeutics, Inc.

  	
  STS Biopolymers, Inc.

  
	
  By:

  	
  /s/Robert Green

  	
   

  	
  By:

  	
  /s/Richard D. Richmond

  	
   

  
	
  Its:

  	
  V.P. R&D

  	
   

  	
  Its:

  	
  President

  	
   

  



 



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