Agreement Not to Sue, dated as of April 30, 1997



 Exhibit 10.25 
 AGREEMENT NOT TO SUE 
 THIS AGREEMENT NOT TO SUE (the “Agreement”) is made and
entered into effective as of the 30th day of April, 1997, by and among VNUS MEDICAL TECHNOLOGIES, INC., a Delaware corporation having its principal place of business at Sunnyvale, California (“Vnus”), SURx, INC., a Delaware
corporation having is principal place of business at Pleasanton, California (“SURx”), CORDIAL MEDICAL, INC., a Delaware corporation having its principal place of business at Tustin, California (“Cordial”), and BRONCUS
TECHNOLOGIES, INC., a California corporation, having its principal place of business at Mountain View, California (“Broncus”). Vnus, SURx, Cordial and Broncus may be herein referred to individually as a “Party” and
collectively as “Parties”. 
 RECITALS 
 WHEREAS, Vnus, Menlo Ventures VI, L.P. and Michael D. Laufer, M.D. (“Dr. Laufer”) entered into an agreement dated April 30, 1997, a copy of which is appended hereto as Exhibit A (the
“Vnus Agreement”), pursuant to which Dr. Laufer and Menlo Ventures VI, L.P. assigned to Vnus his, its and their right, title and interest in certain inventions, improvements, trade secrets, patents, patent applications and in process
patent applications (collectively, “Inventions”) related to the field of chronic venous insufficiency, hemorrhoid treatments, endovascular treatments for vasogenic impotence and the treatment of esophageal varices (the “Vnus
Field”) and agreed to assign to Vnus any future Inventions or intellectual property in the Vnus Field arising out of Dr. Laufer’s work done on behalf of Vnus; and 
 WHEREAS, SURx, Menlo Ventures VI, L.P. and Dr. Laufer entered into an agreement dated April 30,1997, a copy of which is appended hereto
as Exhibit B (the SURx Agreement”), whereby Dr. Laufer and Menlo Ventures VI, L.P. assigned to SURx his, its and their right, title and interest in certain Inventions related to the field of the treatment of urinary incontinence,
fascia in and remaining in the torso (excluding the pericardium), and kidney stones (the “SURx Field”) and agreed to assign to SURx any future Inventions or intellectual property in the SURx Field arising out of Dr. Laufer’s work
done on behalf of SURx; and 
 WHEREAS, Cordial, Menlo Ventures VI, L.P. and Dr. Laufer entered into an agreement dated
April 30,1997, a copy of which is appended hereto as Exhibit C (the “Cordial Agreement”), whereby Dr. Laufer and Menlo Ventures VI, L.P. assigned to Cordial his, its and their right, title and interest in certain Inventions
related to the field of treatment of the heart and pulmonary vessels (the “Cordial Field”) and agreed to assign to Cordial any future Inventions or intellectual property in the Cordial Field arising out of Dr, Laufer’s work done on
behalf of Cordial; and 
 WHEREAS, Broncus, Menlo Ventures VII, L.P., and Dr. Laufer entered into an agreement dated
April 30, 1997, a copy of which is appended as Exhibit D (the “Broncus Agreement”), whereby Dr. Laufer and Menlo Ventures VII, L.P. assigned to Broncus his, its and their right, title and interest in certain Inventions
related to the field of pulmonary assist devices and treatment of the airways of the lungs (the “Broncus Field”), and agreed to assign to Broncus any future Inventions or intellectual property in the Broncus Field arising out of
Dr. Laufer’s work done on behalf of Broncus; and 
 WHEREAS, the Parties desire to have freedom to operate in the respective
fields of the Parties and to avoid any disputes or conflicts based upon or relating to the past and future assignments made by Dr. Laufer under the Vnus Agreement, SURx Agreement, Cordial Agreement, and Broncus Agreement (the “Assignment
Agreements”); and 
 WHEREAS, the Parties wish to provide each other mutual covenants that a Party will not sue another Party in
the event that such other Party, acting in its field, infringes such Party’s rights in Inventions acquired pursuant to the applicable Assignment Agreement; and 
 WHEREAS, the parties desire to avoid potential difficulties in enforcement of legal rights against third parties by a Party enforcing its rights in Inventions owned by such Party pursuant to one of the
Assignment Agreements; 







 NOW THEREFORE, in consideration of the mutual covenants herein contained and intending to be
legally bound thereby, the Parties hereto agree as follows: 
 ARTICLE 1 
 1.1 Vnus hereby covenants that Vnus will not institute, maintain, prosecute or voluntarily aid any legal or equitable action or proceeding (an
“Action”) against SURx, SURx’s agents, representatives, customers, distributors, subdistributors or customers of such distributors or subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates,
subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting by, through, under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether affirmatively, by cross-complaint, defense
or counterclaim, or by any other means in any court within any jurisdiction where such Action alleges or claims that the manufacture, use, importation, offer to sell, or sale of a product or service by or on behalf of SURx within the SURx Field, or
practice of a process by or on behalf of SURx within the SURx Field infringes or violates any of Vnus’ rights in the Inventions that have been at that time assigned to and are owned by Vnus pursuant to the Vnus Agreement. This covenant does not
in any way impair the right of Vnus to sue any Potentially Infringing Party on account of such Potentially Infringing Party’s activities outside of the SURx Field. 
 1.2 SURx hereby covenants that SURx will not institute, maintain, prosecute or voluntarily aid any legal or equitable action or proceeding (an “Action”) against Vnus, Vnus’ agents,
representatives, customers, distributors, subdistributors or customers of such distributors or subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates, subsidiaries, stockholders, predecessors, successors, or
assigns (or any person acting by, through, under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether affirmatively, by cross-complaint, defense or counterclaim, or by any other means in any court
within any jurisdiction where such Action alleges or claims that the manufacture, use, importation, offer to sell, or sale of a product or service by or on behalf of Vnus within the Vnus Field, or practice of a process by or on behalf of Vnus within
the Vnus Field infringes or violates any of SURx’s rights in the Inventions that have been at that time assigned to and are owned by SURx pursuant to the SURx Agreement. This covenant does not in any way impair the right of SURx to sue any
Potentially Infringing Party on account of such Potentially Infringing Party’s activities outside of the Vnus Field. 
 ARTICLE 2 

 2.1 Vnus hereby covenants that Vnus will not institute, maintain, prosecute or voluntarily aid any legal or equitable action or
proceeding (an “Action”) against Broncus, Broncus’ agents, representatives, customers, distributors, subdistributors or customers of such. distributors, or subdistributors, partners, directors, officers, attorneys, employees,
affiliates, subsidiaries, stock (or any person acting by, through, under or in concert with any of them) (collectively’ “Potentially Infringing Parties”), whether affirmatively, by cross-complaint, defense or counterclaim, or by any
other means in any court within any jurisdiction where such Action alleges or claims that the manufacture, use, importation, offer to sell, or sale of a product or service fay or on behalf of Broncus within the Broncus Field, or practice of a
process by or on behalf of Bioncus within the Broncus Field infringes or violates any of Vnus’ rights in the lnventions that have been at that-time assigned to and are owned by Vnus pursuant to the Vnus Agreement. This covenant does not in any
way impair the right of Vnus to sue any Potentially Infringing Party on account of such Potentially Infringing Party’s activities outside of the Broncus Field. 
 2.2 Broncus hereby covenants that Broncus will not institute, maintain, prosecute or voluntarily aid any legal or equitable action or proceeding (an “Action”) against Vnus, Vnus’ agents,
representatives, customers, distributors, subdistributors or customers of such distributors or subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates, subsidiaries, stockholders, predecessors, successors, or
assigns (or any person acting by, through, under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether affirmatively, by cross-complaint, defense or counterclaim, or by any other means in any court
within .any jurisdiction where such Action alleges or claims that the manufacture, use, importation, offer to sell, or sale of a product or service by or on behalf of Vnus within the Vnus Field, or practice of a process by or on behalf of Vnus
within the Vnus Field infringes or violates any of Broncus’ rights in the Inventions that have been at that time assigned to and are owned by Broncus pursuant to the Broncus Agreement. This covenant does not in any way impair the right of
Broncus to sue any Potentially Infringing Party on account of such Potentially Infringing Party’s activities outside of the Vnus Field. 







 ARTICLE 3 
 3.1 Vnus hereby covenants that Vnus will not institute, maintain, prosecute or voluntarily aid any legal or equitable action or proceeding (an “Action”) against Cordial, Cordial’s agents,
representatives, customers, distributors, subdistributors or customers of such distributors or subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates, subsidiaries, stockholders, predecessors, successors, or
assigns (or any person acting by, through, under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether affirmatively, by cross-complaint, defense or counterclaim, or by any other means in any court
within any jurisdiction where such Action alleges or claims that the manufacture, use, importation, offer to sell, or sale of a product or service by or on behalf of Cordial within the Cordial Field, or practice of a process by or on behalf of
Cordial within the Cordial Field infringes or violates any of Vnus’ rights in the Inventions that have been at that time assigned to and are owned by Vnus pursuant to the Vnus Agreement. This covenant does not in any way impair the right of
Vnus to sue any Potentially Infringing Party on account of such Potentially Infringing Party’s activities outside of the Cordial Field. 
 3.2 Cordial hereby covenants that Cordial will not institute, maintain, prosecute or voluntarily aid any legal or equitable action or proceeding (an “Action”) against Vnus, Vnus’ agents, representatives, customers,
distributors, subdistributors or customers of such distributors or subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates, subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting by,
through, under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether affirmatively, by cross-complaint, defense or counterclaim, or by any other means in any court within any jurisdiction where such
Action alleges or claims that the manufacture, use, importation, offer to sell, or sale of a product or service by or on behalf of Vnus within the Vnus Field, or practice of a process by or on behalf of Vnus within the Vnus Field infringes or
violates any of Cordial’s rights in the Inventions that have been at that time assigned to and are owned by Cordial pursuant to the Cordial Agreement This covenant does not in any way impair the right of Cordial to sue any Potentially
Infringing Party on account of such Potentially Infringing Party’s activities outside of the Vnus Field. 
 ARTICLE 4 

4.1 Broncus hereby covenants that Broncus will not institute, maintain, prosecute or voluntarily aid any legal or equitable action or
proceeding (an “Action”) against SURx, SURx’s agents, representatives, customers, distributors, subdistributors or ‘ customers of such distributors or subdistributors, clients, partners, directors, officers, attorneys, employees,
affiliates, subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting by, through, under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether affirmatively, by
cross-complaint, defense or counterclaim, or by any other means in any court within any jurisdiction where such Action alleges or claims that the manufacture, use, importation, offer to sell, or sale of a product or service by or on behalf of SURx
within the SURx Field, or practice of a process by or on behalf of SURx. within the SURx Field infringes or violates any of Broncus’ rights in the Inventions that have been at that time assigned to and are owned by Broncus pursuant to
the Broncus Agreement. This covenant does not in any way impair the right of Broncus to sue any Potentially Infringing Party on account of such Potentially Infringing Party’s activities outside of the SURx Field. 
 4.2 SURx hereby covenants that SURx will not institute, maintain, prosecute or voluntarily aid any legal or equitable action or proceeding (an
“Action”) against Broncus, Broncus’ agents, representatives, customers, distributors, subdistributors or customers of such distributors or subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates,
subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting by, through, under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether affirmatively, by cross-complaint, defense
or counterclaim, or by any other means in any court within any jurisdiction where such Action alleges or claims that the manufacture, use, importation, offer to sell, or sale of a product or service by or on behalf of Broncus within the Broncus
Field, or practice of a process by or on behalf of Broncus within the Broncus Field infringes or violates any of SURx’s rights in the Inventions that have been at that time assigned to and are owned by SURx pursuant to the SURx Agreement. This
covenant does not in any way impair the right of SURx to sue any Potentially Infringing Party on account of such Potentially Infringing Party’s activities outside of the Broncus Field. 







 ARTICLE 5 
 5.1 Cordial hereby covenants that Cordial will not institute, maintain, prosecute or voluntarily aid any legal or equitable action or proceeding (an “Action”) against SURx, SURx’s agents,
representatives, customers, distributors, subdistributors or customers of such distributors or subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates, subsidiaries, stockholders, predecessors, successors, or
assigns (or any person acting by, through, under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether affirmatively, by cross-complaint, defense or counterclaim, or by any other means in any court
within any jurisdiction where such Action alleges or claims that the manufacture, use, importation, offer to sell, or sale of a product or service by or on behalf of SURx within the SURx Field, or practice of a process by or on behalf of SURx within
the SURx Field infringes or violates any of Cordial’s rights in the Inventions that have been at that time assigned to and are owned by Cordial pursuant to the Cordial Agreement This covenant does not in any way impair the right of Cordial to
sue any Potentially Infringing Party, on account of such Potentially Infringing Party’s activities outside of the SURx Field. 
 5.2
SURx hereby covenants that SURx will not institute, maintain, prosecute or voluntarily aid any legal or equitable action or proceeding (an “Action”) against Cordial, Cordial’s agents, representatives, customers, distributors,
subdistributors or customers of such distributors or subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates, subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting by, through, under
or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether affirmatively, by cross-complaint, defense or counterclaim, or by any other means in any court within any jurisdiction where such Action alleges or
claims that the manufacture, use, importation, offer to sell, or sale of a product or service by or on behalf of Cordial within the Cordial Field, or practice of a process by or on behalf of Cordial within the Cordial Field infringes or violates any
of SURx’s rights in the Inventions that have been at that time assigned to and are owned by SURx pursuant to the SURx Agreement. This covenant does not in any way impair the right of SURx to sue any Potentially Infringing Party on account of
such Potentially Infringing Party’s activities outside of the Cordial Field. 
 ARTICLE 6 
 6.1 Cordial hereby covenants that Cordial will not institute, maintain, prosecute or voluntarily aid any legal or equitable action or proceeding
(an “Action”) against Broncus, Broncus’ agents, representatives, customers, distributors, subdistributors or customers of such distributors or subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates,
subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting by, through, under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether affirmatively, by cross-complaint, defense
or counterclaim,’ or by any other means in any court within any jurisdiction where such Action alleges or claims that the manufacture, use, importation, offer to sell, or sale of a product or service by or on behalf of Broncus within the
Broncus Field, or practice of a process by or on behalf of Broncus within the Broncus Field infringes or violates any of Cordial’s rights in the Inventions that have been at that time assigned to and are owned by Cordial pursuant to the Cordial
Agreement. This covenant does not in any way impair the right of Cordial to sue any Potentially Infringing Party on account of such Potentially Infringing Party’s activities outside of the Broncus Field. 
 6.2 Broncus hereby covenants that Broncus will not institute, maintain, prosecute or voluntarily aid any legal or equitable action or proceeding
(an “Action”) against Cordial, Cordial’s agents, representatives, customers, distributors, subdistributors or customers of such distributors or subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates,
subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting by, through, under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether affirmatively, by cross-complaint, defense
or counterclaim, or by any other means in any court within any jurisdiction where such Action alleges or claims that the manufacture, use, importation, offer to sell, or sale of a product or service by or on behalf of Cordial within the Cordial
Field, or practice of a process by or on behalf of Cordial within the Cordial Field infringes or violates any of Broncus’ rights in the Inventions that have been at that time assigned to and are owned by Broncus pursuant to the Broncus
Agreement. This covenant does not in any way impair the right of Broncus to sue any Potentially Infringing Party on account of such Potentially Infringing Party’s activities outside of the Cordial Field. 







 ARTICLE 7 
 7.1 In the event that a Party institutes a legal or equitable proceeding or action (whether directly or by cross-complaint, counterclaim or as a defense) against a Third Party (i.e., an entity or person not
party to this Agreement), in which the Party alleges that the Third Party has unlawfully infringed or violated such Party’s rights in the Inventions assigned to the Party pursuant to the applicable Assignment Agreement, and should such Third
Party assert that one or more of the other Parties to this Agreement are necessary and indispensable to such legal or equitable proceedings, such other Party or Parties agree to participate in the proceedings. The Party instituting the action shall
be responsible for all liabilities, costs and expenses of the other Party or Parties in participating in such suit The Party instituting the action shall indemnify and hold harmless the other Party or Parties participating in such suit for any
monetary award to the Third Party. The Party instituting the action shall receive all awards and proceeds resulting from settlement, decision or other resolution of such proceeding or action. 
 7.2 No party may require that the Party to whom an invention is assigned institute a proceeding or action against a Third Party alleging that the
Third Party has unlawfully infringed or violated its rights or the rights of the Party to whom an Invention is assigned. 
 ARTICLE 8 

 8.1 The parties agree that Dr. Laufer has full and sole authority to decide the Party to which he assigns Inventions pursuant
to the Assignment Agreements. If a patent application is filed based upon one of his Inventions, Dr. Laufer shall assign his entire rights, title and interest in the application to the same Party to whom he decided to assign the corresponding
Invention. Dr. Laufer’s decisions to assign the patent application to a particular Party shall not be contestable by any of the other Parties. 
 8.2 The Parties recognize as valid, and agree not to contest, the assignments already completed by Dr. Laufer pursuant to the Assignment Agreements. 
 8.3 The Parties recognize as valid, and agree not to contest, any future assignments Dr. Laufer may make pursuant to the Assignment
Agreements. 
 ARTICLE 9 
 9.1 In the event that a Party (the “Initiating Party”) institutes an Action against one of the other Parties (the “Defending Party”) to this Agreement which Action may be determined by a court of competent
jurisdiction or an arbitrator with jurisdiction over such matter to be in breach of a covenant not to sue under Articles 1 through 6 herein, such Initiating Party shall pay all of the Defending Party’s attorney’s fees and costs and
expenses associated with defending against such Actions and enforcing the covenant not to sue. In addition, the Initiating Party shall be liable to the Defending Party for all harm caused by such breach and the Parties agree that equitable relief
may be appropriate including temporary and permanent injunctions. Not withstanding the foregoing, in no event shall any Party be liable under this Article 9.1 to any other Party for any special, punitive, or consequential damages. 

ARTICLE 10 
 10.1
Transferability. A Party’s obligations under this Agreement, including the obligation pursuant to Articles 1-6, not to sue another Party for actions within the other Party’s Field, will bind the Party’s respective successors,
heirs, executors, licensees, administrators, and assigns. A Party cannot license or assign rights in the Inventions assigned to it pursuant to the applicable Assignment Agreement without also assigning the Party’s obligations under this
Agreement. The Parties’ rights pursuant to Articles 7, 8 and 9 of this Agreement will inure to the benefit of their respective successors, heirs, executors, licensees, administrators and assigns. This Agreement authorizes a Party to transfer
the right pursuant to Articles 1-6, not to be sued by another Party only concurrently with the transfer of the entire assets of the Party. The Party transferring its rights and/or obligations under this Agreement must make a written notification of
such transfer to each of the other Parties. The written notification must state to whom the rights and/or obligations are transferred and that the transferee is aware of this Agreement. 
 10.2 Relationship of the Parties. No Party is, nor will be deemed to be, an agent or legal representative of any other Party for any purpose. No
Party will be entitled to enter into any contracts in the name of or on behalf of any other Party, and no Party will be entitled to pledge the credit of any other Party in any way or hold itself out as having authority to do so. No Party will incur
any debts or make any commitments for the other, except to the extent, if at all, specifically provided herein. 







 10.3 Waiver. Unless the provision provides otherwise, no provision of the Agreement will be waived
by any act, omission or knowledge of a Party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party. 
 10.4 Severability. Whenever possible, each provision of the Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of the Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the
Agreement. 
 10.5 Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the state of
California, as applied to agreements executed and performed entirely within the state of California by California residents. Any claim or controversy arising out of or related to this Agreement or any breach hereof shall be submitted to a court of
applicable jurisdiction in the state of California, and each Party hereby consents to the jurisdiction and venue of such court. 
 10.6
Termination. This Agreement shall continue in effect until the later of March 1,2002 or the expiration of the last to expire of any patents that issue from the Inventions assigned to the Parties pursuant to the Assignment Agreements.

 10.7 Entire Agreement of the Parties. This Agreement sets forth the entire understanding and agreement between the Parties
regarding the subject matter hereof. No verbal agreement, conversation or representation between any officers, agents or employees of the Parties either before or after the execution of this Agreement shall affect or modify any of the terms or
obligations herein contained. 
 10.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be
an original and all of which shall constitute together the same document. 
 10.9 No amendment or modification to this Agreement shall
be effective unless in writing signed by each of the Parties hereto. 
 IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, including Exhibits A, B, C and D attached hereto and incorporated herein by reference. 
  

									
	VNUS MEDICAL TECHNOLOGIES, INC.	 		 	SURx, INC.
					
	By:	 	/s/ Brian E. Farley	 		 	By:	 	/s/ Garry L. Carter
	Title:	 	President & CEO	 		 	Title:	 	President & CEO

  

									
	CORDIAL MEDICAL, INC.	 		 	BRONCUS TECHNOLOGIES, INC.
					
	By:	 	/s/ Tony R. Brown	 		 	By:	 	/s/ Glendon E. French
	Title:	 	President & CEO	 		 	Title:	 	President & CEO








 EXHIBIT A 
 AGREEMENT 
 THIS AGREEMENT (the “Agreement”) is made by and among Vnus Medical Technologies, Inc.
(“Vnus”), Menlo Ventures VI, L.P. (“Menlo”) and Michael D. Laufer, M.D. (“Dr. Laufer”) as of April 30, 1997. 
 1. Assignment of Past Inventions. In exchange for one hundred dollars ($100), receipt of which is hereby acknowledged, Dr. Laufer and Menlo hereby assign to Vnus all of his, its and their existing
right, title and interest in and to any and all inventions, improvements, trade secrets, patents, patent applications and in process patent applications (collectively “inventions”) conceived of and reduced to practice by
Dr. Laufer, solely or jointly, on or before May 2, 1996, and which relate to the areas of chronic venous insufficiency, hemorrhoid treatments, endovascular treatments for vasogenic impotence and the treatment of esophageal varices
(collectively the “Field”). Dr. Laufer retains his rights and interest in being named as an author or the principal author in any and all such inventions within the Field. 
 2. Ownership of Future Inventions. Dr. Laufer and Menlo shall assign for valuable consideration to Vnus all of his, its, and their
existing right, title and interest to any invention or discovery, patentable or otherwise, and any development, improvement, trade secret, or other intellectual property within the Field conceived, developed and/or reduced to practice by
Dr. Laufer, alone or in combination with others at Vnus after May 2, 1996, arising from work done on behalf of Vnus, including but not limited to the review or development of products. Dr. Laufer shall have no obligation to
Vnus with respect to any other inventions or discoveries, patentable or otherwise, or for any other development, improvement, trade secret or other intellectual property except as listed above. 
 3. Further Agreements. 
 (a) All prior agreements between Dr. Laufer and Vnus are hereby terminated. Dr. Laufer acknowledges that he is a director of Vnus and will continue to be subject to his fiduciary duties relating to his role as a member of the
board of directors of Vnus. 
 (b) With respect to all inventions and information assigned by Dr. Laufer to Vnus under this
Agreement, Dr. Laufer will assist Vnus in any reasonable manner upon reasonable request to obtain for Vnus’ benefit patents in any and all countries and Dr. Laufer will execute, upon reasonable request, patent applications,
assignments and declarations to or for Vnus or persons designated by it, and any other lawful documents required to carry out the purposes of this Agreement. Dr. Laufer will further assist Vnus in every way including but not limited to
testifying in any suit or proceeding, to enforce any such patents or patent applications. Vnus agrees that it will reimburse Dr. Laufer for any and all out of pocket expenses associated with such enforcement proceedings. In addition, should
such proceedings ensue after such time as Dr. Laufer is no longer a member of the board of directors, Vnus will reimburse Dr. Laufer for his time at a rate mutually agreed upon but not less than $250/hour which can be unilaterally waived
by Dr. Laufer at the time of such proceedings should he so choose. 
 4. Miscellaneous. 
 (a) This Agreement is entered into by Dr. Laufer in order to comply with the management and limited partnership agreements of Menlo Ventures VI,
L.P. and MV Management VI, L.P. of which Dr. Laufer is a General Partner. 
 (b) This Agreement shall be governed by and construed
in accordance with the laws of the State of California, and the parties hereto submit to the exclusive jurisdiction of the courts in California, both state and federal, with respect to the subject matter of this Agreement 
 (c) This Agreement shall not be modified, amended, rescinded, canceled or waived in whole or in part except by written instruments signed by the
parties hereto. 







 (d) This Agreement expresses modifications to existing agreements between the parties. All previous
agreements between the parties are hereby terminated, including all compensation agreements, consulting agreements and agreements for the assignment of intellectual property. 
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. 
  

									
		 		 	VNUS MEDICAL TECHNOLOGIES, INC.
				
	/s/ Michael D. Laufer	 		 	By:	 	/s/ Brian E. Farley
	Michael D. Laufer, M.D.	 		 	Title:	 	President & CEO
			
	MENLO VENTURES VI, L.P.	 		 	
	BY:	 	MV MANAGEMENT VI, UP.	 		 		 	
		 	ITS GENERAL PARTNER	 		 		 	
					
	By:	 	/s/ H. D. Montgomery	 		 		 	








 EXHIBIT B 
 AGREEMENT 
 THIS AGREEMENT (the “Agreement”) is made by and among SURx, Inc. (“SURx”), Menlo
Ventures VI, L.P. (“Menlo”) and Michael D. Laufer, M.D. (“Dr. Laufer”) as of April 30, 1997. 
 1. Assignment of Past Inventions. In exchange for one hundred dollars ($100), receipt of which is hereby acknowledged, Dr. Laufer and Menlo hereby assign to SURx all of his, its and their existing right, title and interest
in and to any and all inventions, improvements, trade secrets, patents, patent applications and in process patent applications (collectively “inventions”) conceived of and reduced to practice by Dr. Laufer, solely or jointly, on or
before August 1, 1996, and which relate to the treatment of urinary incontinence, fascia in and remaining in the torso (excluding the pericardium), and kidney stones (collectively the “Field”). Dr. Laufer retains his rights and
interest in being named as an author or the principal author in any and all such inventions within the Field. 
 2. Ownership of
Future Inventions. Dr. Laufer and Menlo shall assign for valuable consideration to SURx all of his, its, and their existing right, title and interest to any invention or discovery, patentable or otherwise, and any development, improvement,
trade secret, or other intellectual property within the Field conceived, developed and/or reduced to practice by Dr. Laufer, alone or in combination with others at SURx after August 1,1996, arising from work done on behalf of SURx,
including but not limited to the review or development of products. Dr. Laufer shall have no obligation to SURx with respect to any other inventions or discoveries, patentable or otherwise, or for any other development, improvement, trade
secret or other intellectual property except as listed above. 
 3. Further Agreements.  
 (a) All prior agreements between Dr. Laufer and SURx are hereby terminated. Dr. Laufer acknowledges that he is a director of SURx and will
continue to be subject to his fiduciary duties relating to his role as a member of the board of directors of SURx. 
 (b) With respect
to all inventions and information assigned by Dr. Laufer to SURx under this Agreement, Dr. Laufer will assist SURx in any reasonable manner upon reasonable request to obtain for SURx’ benefit patents in any and all countries and
Dr. Laufer will execute, upon reasonable request, patent applications, assignments and declarations to or for SURx or persons designated by it, and any other lawful documents required to carry out the purposes of this Agreement Dr. Laufer
will further assist SURx in every way including but not limited to testifying in any suit or proceeding, to enforce any such patents or patent applications. SURx agrees that it will reimburse Dr. Laufer for any and all out of pocket expenses
associated with such enforcement proceedings. In addition, should such proceedings ensue after such time as Dr. Laufer is no longer a member of the board of directors, SURx will reimburse Dr. Laufer for his time at a rate mutually agreed
upon but not less than $250/hour which can be unilaterally waived by Dr. Laufer at the time of such proceedings should he so choose. 
 4. Miscellaneous.  
 (a) This Agreement is entered into by Dr. Laufer in order to comply with the management
and limited partnership agreements of Menlo Ventures VI, L.P. and MV Management VI, L.P. of which Dr. Laufer is a General Partner. 
 (b) This Agreement shall be governed by and construed in accordance with the laws of the State of California, and the parties hereto submit to the exclusive jurisdiction of the courts in California, both state and federal, with respect
to the subject matter of this Agreement. 
 (c) This Agreement shall not be modified, amended, rescinded, canceled or waived in whole or
in part except by written instruments signed by the parties hereto. 







 (d) This Agreement expresses modifications to existing agreements between the parties. All previous
agreements between the parties are hereby terminated, including all compensation agreements, consulting agreements and agreements for the assignment of intellectual property. 
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. 
  

									
		 		 	SURx INC.
				
	/s/ Michael D. Laufer	 		 	By:	 	/s/ Garry L. Carter
	Michael D. Laufer, M.D.	 		 	Title:	 	President & CEO
				
	MENLO VENTURES VI, L.P.	 		 		 	
	BY:	 	MV MANAGEMENT VI, L.P.	 		 		 	
		 	ITS GENERAL PARTNER	 		 		 	
					
	By:	 	/s/ H. D. Montgomery	 		 		 	








 EXHIBIT C 
 AGREEMENT 
 THIS AGREEMENT (the “Agreement”) is made by and among Cordial Medical, Inc.
(“Cordial”), Menlo Ventures VI, L.P. (“Menlo”) and Michael D. Laufer, M.D. (“Dr. Laufer”) as of April 30, 1997. 
 1. Assignment of Past Inventions. In exchange for one hundred dollars ($ 100), receipt of which is hereby acknowledged, Dr. Laufer and Menlo hereby assign to Cordial all of his, its and their existing
right, title and interest in and to any and all inventions, improvements, trade secrets, patents, patent applications and in process patent applications (collectively “inventions”) conceived of and reduced to practice by Dr. Laufer,
solely or jointly, on or before July 8, 1996, and which relate to treatment of the heart and pulmonary vessels (collectively the “Field”). Dr. Laufer retains his rights and interest in being named as an author or the principal
author in any and all such inventions within the Field. 
 2. Ownership of Future Inventions. Dr. Laufer and Menlo shall
assign for valuable consideration to Cordial all of his, its., and their existing right, title and interest to any invention or discovery, patentable or otherwise, and any development, improvement, trade secret, or other intellectual property within
the Field conceived, developed and/or reduced to practice by Dr. Laufer, alone or in combination with others at Cordial after July 8, 1996, arising from work done on behalf of Cordial, including but not limited to the review or development
of products. Dr. Laufer shall have no obligation to Cordial with respect to any other inventions or discoveries, patentable or otherwise, or for any other development, improvement, trade secret or other intellectual property except as listed
above. 
 3. Further Agreements. 
 (a) All prior agreements between Dr. Laufer and Cordial are hereby terminated. Dr. Laufer acknowledges that he is a director of Cordial and will continue to be subject to his fiduciary duties relating
to his role as a member of the board of directors of Cordial. 
 (b) With respect to all inventions and information assigned by
Dr. Laufer to Cordial under this Agreement, Dr. Laufer will assist Cordial in any reasonable manner upon reasonable request to obtain for Cordial’ benefit patents in any and all countries and Dr. Laufer will execute, upon
reasonable request, patent applications, assignments and declarations to or for Cordial or persons designated by it, and any other lawful documents required to carry out the purposes of this Agreement. Dr. Laufer will further assist Cordial in
every way including but not limited to testifying in any suit or proceeding, to enforce any such patents or patent applications. Cordial agrees that it will reimburse Dr. Laufer for any and all out of pocket expenses associated with such
enforcement proceedings. In addition, should such proceedings ensue after such time as Dr. Laufer is no longer a member of the board of directors, Cordial will reimburse Dr. Laufer for his time at a rate mutually agreed upon but not less
than $250/hour which can be unilaterally waived by Dr. Laufer at the time of such proceedings should he so choose. 
 4. Miscellaneous. 
 (a) This Agreement is entered into by Dr. Laufer in order to comply with the management
and limited partnership agreements of Menlo Ventures VI, L.P. and MV Management VI, L.P. of which Dr. Laufer is a General Partner. 
 (b) This Agreement shall be governed by and construed in accordance with the laws of the State of California, and the parties hereto submit to the exclusive jurisdiction of the courts in California, both state and federal, with respect
to the subject matter of this Agreement. 
 (c) This Agreement shall not be modified, amended, rescinded, canceled or waived in whole or
in part except by written instruments signed by the parties hereto. 







 (d) This Agreement expresses modifications to existing agreements between the parties. All previous
agreements between the parties are hereby terminated, including all compensation agreements, consulting agreements and agreements for the assignment of intellectual property. 
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. 
  

									
		 		 	CORDIAL MEDICAL, INC.
				
	/s/ Michael D. Laufer	 		 	By:	 	/s/ Tony R. Brown
	Michael D. Laufer, M.D.	 		 	Title:	 	President & CEO
				
	MENLO VENTURES VI, L.P.	 		 		 	
	BY:	 	MV MANAGEMENT VI, L.P.	 		 		 	
		 	ITS GENERAL PARTNER	 		 		 	
					
	By:	 	/s/ H. D. Montgomery	 		 		 	








 EXHIBIT D 
 AGREEMENT 
 THIS AGREEMENT (the “Agreement”) is made by and among Broncus Technologies, Inc.
(“Broncus”), Menlo Ventures VII, L.P. (“Menlo”) and Michael D. Laufer, M.D. (“Dr. Laufer”) as of April 30, 1997. 
 1. Assignment of Past Inventions. In exchange for one hundred dollars ($100), receipt of which is hereby acknowledged, Dr. Laufer and Menlo hereby assign to Broncus all of his, its and their existing
right, title and interest in and to any and all inventions, improvements, trade secrets, patents, patent applications and in process patent applications (collectively “inventions”) conceived of and reduced to practice by Dr. Laufer,
solely or jointly, on or before February 7, 1997, and which relate to the areas of pulmonary assist devices and the treatment of the airways of the lungs (collectively the “Field”). Dr. Laufer retains his rights and interest in
being named as an author or the principal author in any and all such inventions within the Field. 
 2. Ownership of Future
Inventions. Dr. Laufer and Menlo shall assign for valuable consideration to Broncus all of his, its , and their existing right, title and interest to any invention or discovery, patentable or otherwise, and any development, improvement,
trade secret, or other intellectual property within the Field conceived, developed and/or reduced to practice by Dr. Laufer, alone or in combination with others at Broncus after February 7, 1997, arising from work done on behalf of
Broncus, including but not limited to the review or development of products. Dr. Laufer shall have no obligation to Broncus with respect to any other inventions or discoveries, patentable or otherwise, or for any other development, improvement,
trade secret or other intellectual property except as listed above. 
 3. Further Agreements. 
 (a) All prior agreements between Dr. Laufer and Broncus are hereby terminated. Dr. Laufer acknowledges that he is a director of Broncus and
will continue to be subject to his fiduciary duties relating to his role as a member of the board of directors of Broncus. 
 (b) With
respect to all inventions and information assigned by Dr. Laufer to Broncus under this Agreement, Dr. Laufer will assist Broncus in any reasonable manner upon reasonable request to obtain for Broncus’ benefit patents in any and all
countries and Dr. Laufer will execute, upon reasonable request, patent applications, assignments and declarations to or for Broncus or persons designated by it, and any other lawful documents required to carry out the purposes of this
Agreement. Dr. Laufer will further assist Broncus in every way including but not limited to testifying in any suit or proceeding, to enforce any such patents or patent applications. Broncus agrees that it will reimburse Dr. Laufer for any
and all out of pocket expenses associated with such enforcement proceedings. In addition, should such proceedings ensue after such time as Dr. Laufer is no longer a member of the board of directors, Broncus will reimburse Dr. Laufer for
his time at a rate mutually agreed upon but not less than $250/hour which can be unilaterally waived by Dr. Laufer at the time of such proceedings should he so choose. 







 4. Miscellaneous. 
 (a) This Agreement is entered into by Dr. Laufer in order to comply with the management and limited partnership agreements of Menlo Ventures
VII, L.P. and MV Management VII, L.P. of which Dr. Laufer is a General Partner. 
 (b) This Agreement shall be governed by and
construed in accordance with the laws of the State of California, and the parties hereto submit to the exclusive jurisdiction of the courts in California, both state and federal, with respect to the subject matter of this Agreement. 
 (c) This Agreement shall not be modified, amended, rescinded, canceled or waived in whole or in part except by written instruments signed by the
parties hereto. 
 (d) This Agreement expresses modifications to existing agreements between the parties. All previous agreements
between the parties are hereby terminated, including all compensation agreements, consulting agreements and agreements for the assignment of intellectual property. 
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. 
  

									
		 		 	BRONCUS TECHNOLOGIES, INC.
				
	/s/ Michael D. Laufer	 		 	By:	 	/s/ Glendon E. French
	Michael D. Laufer, M.D.	 		 	Title:	 	President & CEO
				
	MENLO VENTURES VII, L.P.	 		 		 	
	BY:	 	MV MANAGEMENT VI, L.P.	 		 		 	
		 	ITS GENERAL PARTNER	 		 		 	
					
	By:	 	/s/ H. D. Montgomery