EXHIBIT 10.17


                          LICENSE AND SUPPLY AGREEMENT

         This Agreement is made and entered into this 17th day of December, 2002
(the "Effective Date") by and between Tepha, Inc., a corporation duly organized
and existing under the laws of the State of Delaware and having its principal
office at 303 Third Street, Cambridge, Massachusetts 02142 (hereinafter referred
to as "Tepha"), and Vascular Solutions, Inc., a corporation duly organized and
existing under the laws of Minnesota and having its principal office at 2495
Xenium Lane North, Minneapolis, Minnesota 55441 (hereinafter referred to as
"Licensee").

         WHEREAS, Tepha owns or is the licensee of the Patent Rights (as later
defined);

         WHEREAS, Tepha wishes to grant, and Licensee wishes to receive, license
rights to the Patent Rights; and

         WHEREAS, certain Polymer (as later defined) is manufactured by or for
Tepha that Licensee wishes to purchase under the terms of this Agreement.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto agree as follows:

1.       DEFINITIONS.

         1.1. "Patent Rights" means: (i) the United States and foreign patent
         applications and patents set forth in Appendix A, (ii) any divisionals,
         continuations and continuation-in-part applications which shall be
         directed to subject matter specifically described in such patent
         applications; (iii) the resulting United States and foreign patents;
         (iv) any reissues, reexaminations or extensions of such patents; and
         (v) all foreign counterparts of the above patent applications and
         patents.

         1.2. "Field" means medical devices for sealing of a percutaneous
         puncture in a blood vessel or organ, but specifically excluding
         pericardial and intracardiac (any construct in contact with the inner
         compartment of the heart) patches and small and large diameter vascular
         grafts to repair, replace or bypass compromised blood vessels.

         1.3. "Net Sales" means Licensee's and its Affiliates' billings for the
         use, sale, lease or other disposition of Licensed Products, otherwise
         than to an Affiliate of the Licensee for resale, and the fair market
         value of any noncash consideration, less:

                  (i)      discounts allowed in amounts customary in the trade;
                  (ii)     sales, tariff duties and/or use taxes directly
                           imposed and with reference to particular sales;
                  (iii)    outbound transportation prepaid or allowed; and


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                  (iv)     invoices which become uncollectible after reasonable
                           means and time for collection (not to exceed    *
                           of Net Sales in any Reporting Period); and
                  (v)      amounts allowed or credited on returns of damaged
                           goods, expired goods, or recalls.

         No deduction shall be made for commissions paid to individuals whether
         they be with independent sales agencies or regularly employed by
         Licensee and on its payroll, or for cost of collections. Licensed
         Products shall be considered "sold" when invoiced. If a Licensed
         Product shall otherwise be distributed or invoiced for a discounted
         price substantially lower than customary in the trade or distributed at
         no cost, to Affiliates of Licensee or otherwise, Net Sales shall be
         based on the average amount billed for such Licensed Products during
         the applicable Reporting Period (as later defined); provided, however,
         Licensee may distribute a reasonable number of evaluation units on a
         royalty-free basis, not to exceed    *    of Net Sales in any Reporting
         Period.

         1.4. "Polymer" means the poly-3-hydroxybutyrate-co-4-hydroxybutyrate
         copolymer (PHA3444) manufactured by or for Tepha and offered for sale
         by Tepha to its customers. All current Polymer compositions are listed
         on Appendix C, which shall be updated from time to time by Tepha to
         include all future improvements to and compositions of PHA3444
         developed by Tepha.

         1.5. "Licensed Product" means any device for sealing of a percutaneous
         puncture in a blood vessel or organ in the Field:

                  (i)      that is covered in whole or in part by an issued,
                           unexpired valid claim or a pending claim contained in
                           the Patent Rights in the country in which any such
                           product or part thereof is made, used, sold or
                           imported; and/or
                  (ii)     that is manufactured by using a process or is
                           employed to practice a process which is covered in
                           whole or in part by an issued, unexpired valid claim
                           or a pending claim contained in the Patent Rights in
                           the country in which a process is used or in which
                           such product or part thereof is used, sold or
                           imported; and/or
                  (iii)    that incorporates Polymer.

         1.6. "Reporting Period" means a three (3) month period ending March 31,
         June 30, September 30 or December 31 of each calendar year.

         1.7. "Device Master File" means the device master file for Polymer
         intended to be filed or filed by Tepha with the U.S. Food and Drug
         Administration.


* Denotes confidential information that has been omitted from the exhibit and
filed separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934.


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<PAGE>


         1.8. "Affiliate" means any wholly owned subsidiary of Licensee or
         Tepha, respectively.

         1.9. "Specification" means the mutually agreed specifications for the
         Polymer on the date of manufacture.


2.       LICENSE GRANT

         2.1 License. Subject to the terms and conditions of this Agreement,
         Tepha hereby grants to Licensee the worldwide right and license,
         without the right to sublicense, in the Field under the Patent Rights
         to make, have made, use, lease, sell, offer for sale and import the
         Licensed Products until the expiration of the last to expire of the
         Patent Rights, unless this Agreement shall be sooner terminated
         according to the terms hereof.

         2.2 MIT Patent Rights. A subset of the Patent Rights are owned by the
         Massachusetts Institute of Technology ("MIT"). Under the terms of its
         sublicense to this subset of Patent Rights owned by MIT, Tepha has
         agreed that any sublicenses granted by it shall provide that the
         obligations to MIT of articles 2, 5, 7, 8, 9, 10, 12, 13, and 15 of the
         license with MIT shall be binding upon Licensee as if it were a party
         to that license agreement. Tepha further has agreed to attach copies of
         these articles to sublicense agreements, and a copy is attached as
         Appendix B. To the extent of any conflict between the terms of this
         Agreement and Appendix B, as to the Patent Rights owned by MIT only,
         the terms of Appendix B shall prevail.

         2.3 No Future Grant or Use of Competing Rights. After the Effective
         Date and during the term of this Agreement, Tepha shall not grant to
         any third party, nor use in its own business, any right under the
         Patent Rights in the Field to make, use, lease, sell, offer for sale,
         or import a Licensed Product that incorporates Polymer. The parties
         acknowledge that prior to the Effective Date Tepha has entered into one
         other agreement granting rights to a third party under the Patent
         Rights in the field of vascular closure devices for sealing the femoral
         artery after catheter based procedures to make, have made, use, lease,
         sell, offer for sale, and import Licensed Products that incorporate
         Polymer and obligating Tepha to supply Polymer.

         2.4 No Other Rights. Nothing in this Agreement shall be construed to
         confer any rights upon Licensee by implication, estoppel or otherwise
         beyond the express licenses granted by Tepha as to any technology or
         patent rights of Tepha or any other entity other than the Patent
         Rights.

         2.5 Restriction. Licensee shall have no right to use, lease, sell,
         offer for sale, import or otherwise dispose of Polymer as stand-alone
         products, and may only use, lease, sell, offer for sale, import and
         otherwise dispose of Polymer as incorporated into Licensed Products in
         the Field. Licensee shall have no right to make or have made Polymer,
         except as provided in Paragraph 3.8 hereof.


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         2.6 Improvements. Licensee shall promptly disclose to Tepha any
         improvements, changes or modifications that Licensee may make to the
         composition or processing of any Polymer ("Developments"). Licensee
         hereby grants to Tepha a nonexclusive, royalty-free, worldwide,
         irrevocable right and license outside the Field under Licensee's
         intellectual property rights (including without limitation patent
         rights) in Developments, with the right to grant sublicenses, to make,
         have made, use, lease, sell and otherwise dispose of products, and to
         practice processes and use, copy, modify and distribute information.
         Tepha shall promptly disclose to Licensee any future improvements to
         and compositions of PHA 3444 that Tepha may make, which shall
         automatically be added to the definition of Polymer under this
         Agreement under the financial terms set forth herein.

3.       SUPPLY OF POLYMERS

         3.1 Forecasts. Within thirty (30) days following the Effective Date,
         Licensee shall provide Tepha with Licensee's initial forecasts by
         Reporting Period of the quantity of each Polymer listed on Appendix C
         that Licensee expects to purchase from Tepha during the first four
         Reporting Periods. On or before the first day of each subsequent
         Reporting Period, Licensee shall submit a revised forecast by Reporting
         Period for each Polymer for the next consecutive four Reporting
         Periods.

         3.2 Supply. During the term of this Agreement, Tepha shall use
         commercially reasonable efforts to supply to Licensee such quantities
         of Polymer as may be reasonably requested by Licensee. However, if this
         Agreement is Assigned by Licensee as may be permitted pursuant to
         Paragraph 17.7, purchase orders by the assignee in any Reporting Period
         in excess of one hundred and twenty percent (120%) of any of the volume
         forecasts for that Reporting Period submitted pursuant to Paragraph 3.1
         in any of the immediately preceding four (4) calendar quarters shall be
         deemed not to be a "reasonable request" by Licensee. Tepha shall have
         the right to contract with third parties to manufacture Polymer for
         supply to Licensee, provided that Tepha shall remain liable to Licensee
         for its obligations hereunder, and shall notify Licensee of the
         identity of any such manufacturer. Tepha, or its sub-contractor, shall
         manufacture the Polymer in accordance with all applicable Good
         Manufacturing Practices ("GMP") of the U.S. Food & Drug Administration
         (the "FDA"). Purchase orders for any Polymer in a Reporting Period in
         excess of one hundred twenty percent (120%) of any of the volume
         forecasts submitted pursuant to Paragraph 3.1 by Licensee in any of the
         immediately preceding four (4) calendar quarters for such Reporting
         Period which Tepha is not able to fill shall not be deemed a breach of
         this Agreement. Tepha agrees to use commercially reasonable efforts to
         accommodate purchase order revisions submitted in writing by Licensee.
         Each purchase order must specify a delivery date not less than ninety
         (90) days after the date of the purchase order.

         3.3 Shipment. Tepha agrees to ship Polymer by the common carrier and
         method of shipment designated by Licensee. Shipments will be F.O.B.,
         Tepha or its designee's U.S. manufacturing facility, and will be
         according to any reasonable shipping schedule specified by Licensee, to
         the locations specified in Licensee's purchase orders. Legal title and
         risk of loss shall pass to Licensee upon delivery to such common
         carrier. Licensee shall pay all costs of shipping.


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         3.4 Inspection. Within thirty (30) days of receipt of any shipment,
         Licensee shall inspect the shipment and notify Tepha of its rejection
         of any Polymer within the shipment. Polymer may be rejected only to the
         extent the quantity shipped exceeds the amount ordered in the relevant
         purchase order, or if any Polymer fails to meet its Specification. If
         Licensee does not notify Tepha of rejection within such thirty (30) day
         period, it shall be deemed to have accepted the shipment of any Polymer
         not so rejected. Rejected Polymer shall be returned to Tepha or
         disposed of at the direction of Tepha, in either case at the expense of
         Tepha, except as otherwise provided in Paragraph 16.3. Tepha shall have
         thirty (30) days after receipt of a notice from Licensee rejecting any
         Polymer to replace the defective Polymer.

         3.5 Payment. Licensee shall pay Tepha the then current price of each
         Polymer on the date of acceptance of each Purchase Order. The initial
         price as of the Effective Date is set forth on Appendix C. Price
         adjustments shall be computed annually according to the following
         formula: On January 1, 2004 and each January 1 thereafter, Tepha may
         increase the price of Polymer from the previous year by the 12-month
         average percentage increase in total compensation for private industry
         workers for the period ending December 31 as indicated on Table 3 of
         the Employment Cost Index published by the Bureau of Labor Statistics
         of the United States Department of Labor or, if the Employment Cost
         Index should cease to be published, any comparable category in a
         comparable index agreeable to both parties. If there is no increase in
         such Employment Cost Index, the price of Polymer shall be the same as
         the previous January 1. Tepha shall invoice Licensee for each shipment
         of Polymer, and payment shall be due from Licensee within thirty (30)
         days after the invoice date.

         3.6 Adverse Events and Other Reporting. Licensee shall be responsible
         for handling and shall promptly notify Tepha of any information that
         might give rise to a recall or market withdrawal of any Licensed
         Product incorporating the Polymer or which involves any complaint
         relating to the Polymer material of a Licensed Product. To the extent
         possible under the circumstances, Licensee will inform Tepha prior to
         communicating with the FDA concerning any such recall, market
         withdrawal or complaint. Tepha shall cooperate and supply on a
         confidential basis any information or assistance reasonably required in
         Licensee's interaction relating thereto with the Food and Drug
         Administration and other governmental authorities, in the United States
         or international markets, relating to the Polymer. Licensee shall keep
         Tepha promptly informed on an ongoing basis and provide copies of all
         correspondence, filings, and documentation to Tepha until resolution of
         each such matter.

         3.7 Device Master File; Regulatory Assistance. Upon execution of this
         Agreement, Tepha will use diligent efforts to complete and file a
         Device Master File with the FDA for the Polymer, and to maintain and
         update the Device Master File for the remainder of this Agreement.
         Tepha will own all right, title and interest in the Device Master File.
         Licensee may reference the Device Master File for Polymer to support
         Licensee's registration of any Licensed Product; provided, however,
         Licensee will not have access to any information or data in the Device
         Master File relating to the manufacturing process for the Polymer.
         Tepha shall provide to Licensee as Confidential Information, the
         information, test results and documentation relating to the Polymer
         that is reasonably


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         necessary for Licensee's applications for registration of any Licensed
         Product in international markets. Licensee will own all right, title
         and interest in any regulatory filings (in the United States and
         international markets) with respect to the Licensed Product (excluding
         the Polymer and Master Device File). Tepha agrees to provide up to
         twenty (20) hours of reasonable technical assistance to Licensee with
         respect to Licensee's filings and responses to the FDA and
         international regulatory agencies for no additional compensation.
         Further technical assistance relating to such filings and responses
         will be provided at Tepha's standard rates and terms.

         3.8 Contingent Manufacturing Rights. If (i) Tepha becomes subject to a
         bankruptcy petition under Chapter 7 of the U.S. Bankruptcy Code or (ii)
         otherwise files for bankruptcy and ceases its manufacturing operations
         for Polymer, or (iii) Tepha ceases to carry on its business operations
         with respect to the Polymer, or (iv) Tepha is continually unable to
         manufacture and supply any Polymer to Licensee during any consecutive
         one hundred and eighty (180) day period, or (v) Licensee elects
         pursuant to Paragraph 15.2 ,upon an uncured material breach by Tepha,
         to exercise its rights under this Section 3.8, then at Licensee's
         request, Tepha shall grant Licensee a nonexclusive right and license,
         to manufacture the Polymer, or to have the Polymer manufactured by
         direct contract between Licensee and any qualified Tepha third party
         subcontractor for use in Licensed Products only, subject to the terms
         and conditions of this Agreement. The right and license which may be
         granted pursuant to this Paragraph shall continue until Tepha
         reasonably demonstrates to Licensee that it is capable and willing to
         resume the supply and delivery to Licensee of its requirements of the
         Polymer under the terms and conditions of this Agreement, or if
         Licensee has made an election under Section 3.8(v), until the material
         breach has been cured by Tepha. The obligation of Licensee to make the
         royalty payments pursuant to Section 4.3 shall continue notwithstanding
         any grant to Licensee of the right and license to manufacture the
         Polymer set forth in this Paragraph 3.8, provided that, at Licensee's
         election, Licensee may pay directly to any third party that portion of
         the royalty payments required to maintain the license rights from such
         third party.

4.       ROYALTIES

         4.1 License Issue Fee. Licensee shall pay Tepha a License Issue Fee
         of   *    which the parties acknowledge has been paid prior to the
         Effective Date.


* Denotes confidential information that has been omitted from the exhibit and
filed separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934.


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<PAGE>


         4.2 Research and Development Payments. Licensee shall pay Tepha a total
         sum of    *    to support Tepha's research and developments efforts and
         completion of filing of the Device Master File for the Polymer with the
         FDA, which said Research and Development payments shall be deemed
         earned and due as follows:    *    which the parties acknowledge has
         been paid prior to the Effective Date; and    *    earned and due at
         the rate of    *   per month beginning January 1, 2003; and    *
         upon the completion of filing of the Device Master File with the FDA.
         Such final    *    payment shall be subject to a reduction of    *
         for each month that the filing is delayed beyond December 31, 2003;
         provided, however, such date shall be extended if the implantation
         studies shall not be completed by November 30, 2003. Such extension
         shall equal the additional period of time reasonably necessary for such
         studies to be completed, plus one month.

         4.3 Royalties. Until expiration of the last to expire patent within the
         Patent Rights, Licensee shall pay Tepha a royalty (the "Royalty") as
         follows:    *    of Net Sales of Licensed Products accrued during each
         Reporting Period until aggregate Net Sales during the immediately
         preceding four (4) Reporting Periods exceeds    *    and thereafter
         *     of Net Sales for the remainder of the term of this Agreement.
         Each Royalty for a Reporting Period shall be paid within thirty (30)
         days after the conclusion of the Reporting Period.

         4.4 Minimum Royalties. A minimum royalty payment of    *    shall be
         due and payable by Licensee to Tepha on January 1, 2006 and on
         January 1 of each subsequent year during the term of this Agreement.
         Royalties (as defined in Section 4.3) subsequently due on Net Sales of
         Licensed Products, if any, for each such year shall be creditable
         against the Minimum Royalty Payment paid for said year. Any minimum
         royalty payment paid in excess of Royalties for any calendar year shall
         not be creditable against Royalties due in future calendar years.

         4.5 Payments in Full. All payments due hereunder shall be paid in full,
         without deduction of taxes or other fees which may be imposed by any
         government, except as otherwise provided in Paragraph 1.3(ii).

         4.6 No Multiple Royalties. No multiple Royalties shall be payable under
         Paragraph 4.3 because any Licensed Product, its manufacture, use,
         lease, sale or importation are or shall be covered by more than one
         patent application or patent licensed under this Agreement or because
         any unit of Licensed Product for which a Royalty has been paid shall be
         re-sold or re-distributed in Licensee's channel of trade.


* Denotes confidential information that has been omitted from the exhibit and
filed separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934.


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         4.7 Payment. Royalty payments shall be paid in United States dollars in
         Cambridge, Massachusetts, or at such other place as Tepha may
         reasonably designate consistent with the laws and regulations
         controlling in any foreign country. If any currency conversion shall be
         required in connection with the payment of royalties hereunder, such
         conversion shall be made by using the exchange rate published in the
         Wall Street Journal on the last business day of the Reporting Period to
         which such royalty payments relate.

5.       RECORDS AND PAYMENTS

         5.1 Records and Audit. Licensee shall keep true and accurate books of
         account and records that are necessary for the purpose of showing the
         amounts payable to Tepha hereunder and compliance with Paragraphs 6 and
         16 of this Agreement. Said books of account and records shall be kept
         at Licensee's principal place of business and shall be open at all
         reasonable times for three (3) years following the end of the calendar
         year to which they pertain, to the inspection of Tepha or its agents
         for the purpose of verifying Licensee's royalty statements or
         compliance in other respect with this Agreement. Tepha shall pay the
         cost associated with any inspection; provided that should such
         inspection lead to the discovery of a greater than Ten Percent (10%)
         discrepancy in reporting to Tepha's detriment, Licensee agrees to pay
         the cost of such inspection.

         5.2 Reports and Payments. Within thirty (30) days after the end of each
         Reporting Period, Licensee shall send to Tepha a report showing the Net
         Sales of the Licensed Products, including calculation of deductions
         permitted under Paragraph 1.3, for such Reporting Period and shall pay
         the appropriate royalties to Tepha. These reports shall include at
         least the following: (i) number and total billings of Licensed
         Products, (ii) description of Licensed Products made using each Polymer
         supplied by Tepha, (iii) deductions applicable as provided in Paragraph
         1.3; and (iv) Royalties due under Paragraph 4.3. Licensee shall deliver
         to Tepha true and accurate reports, giving a summary of the business
         conducted by Licensee under this Agreement as shall be relevant to
         diligence under Article 6.1 before the first commercial sale of a
         Licensed Product, annually, on or before January 31 of each year.

         5.3 Interest. The amounts due under Article 4 shall, if overdue, bear
         interest until payment at a per annum rate Two Percent (2%) above the
         prime rate in effect at Fleet Bank, or its successors, on the due date.
         The payment of such interest shall not foreclose Tepha from exercising
         any other rights it may have as a consequence of the lateness of any
         payment.


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6.       DUE DILIGENCE

         6.1 Diligent Efforts. Licensee shall use diligent efforts to bring
         Licensed Products to market through a diligent program for exploitation
         of the Patent Rights and shall continue diligent commercialization
         efforts for the Licensed Products throughout the term of this
         Agreement. Licensee shall use diligent efforts to meet the following
         projected Net Sales of Licensed Products: 2006:    *    ; 2007:   *   ;
         and 2008 and thereafter:    *    ; provided that failure to meet such
         projections shall not be deemed to be a breach of this Agreement so
         long as Licensee has nevertheless used diligent commercialization
         efforts.

         6.2 Development Plan. Within ninety (90) days following the execution
         of this Agreement, Licensee shall provide Tepha with a development plan
         which shall summarize the various phases and expected timing of the
         material development of the Licensed Products.

         6.3 Diligence Milestones. Licensee shall make a first commercial sale
         of a Licensed Product in an international market on or before September
         1, 2008, and shall make a first commercial sale of a Licensed Product
         in the United States on or before September 1, 2010.

         6.4 Notice of Human Clinical Trials; Governmental Approvals and
         Marketing of Licensed Products. Licensee shall provide Tepha with
         written notice prior to initiating the first human clinical trial of a
         Licensed Product. Licensee shall be responsible for obtaining all
         necessary governmental approvals for the development, production,
         distribution, sale, use, export and import of all Licensed Products, at
         Licensee's expense, including, without limitation, any clinical and
         safety studies. Licensee shall have sole responsibility for the quality
         control for any Licensed Product.

7.       INFRINGEMENT

         7.1 Notice. Licensee and Tepha shall each inform the other promptly in
         writing of any alleged or threatened third party infringement of the
         Patent Rights by a third party and of any available evidence thereof.
         Licensee and Tepha shall each inform the other promptly in writing of
         any allegations of infringement resulting from the use of the Polymer
         in the Licensed Product.

         7.2 Cooperation. In any infringement suit which Tepha may institute to
         enforce the Patent Rights in the Field, or in a suit for patent
         infringement which is brought by a third party against Tepha or
         Licensee in connection with the Licensed Products, which either party
         or both parties are required or elect to defend, the other party hereto
         shall, at the request and expense of the party initiating or defending
         such suit, cooperate in all reasonable respects and, to the extent
         reasonably possible, have its employees testify when requested and make
         available relevant records, papers, information, samples, specimens,
         and the like.


* Denotes confidential information that has been omitted from the exhibit and
filed separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934.


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<PAGE>


8.       PRODUCT LIABILITY

         8.1 Indemnity. Licensee shall at all times during the term of this
         Agreement and thereafter indemnify, hold harmless and defend Tepha and
         its licensors, and their directors, trustees, officers, employees and
         affiliates against all claims and expenses, arising out of the death of
         or injury to any person or persons or out of any damage to property and
         against any other claim, proceeding, demand, expense and liability of
         any kind whatsoever arising out of, resulting from or relating to the
         production, manufacture, sale, use, lease, consumption or advertisement
         of the Licensed Products, and manufacture of Polymer if Paragraph 3.8
         shall ever become applicable, or arising from or relating to Licensee's
         breach of any of its obligations hereunder; unless such claims and
         expenses are the result of Tepha's (or its Affiliates or
         sub-contractors) negligence or intentional misconduct. Prior to the
         first use of a Licensed Product for humans, Licensee shall obtain and
         carry in full force and effect commercial, general liability insurance,
         including product liability insurance, which shall protect the
         indemnities with respect to events covered by this Paragraph 8.1. Such
         insurance shall list Tepha, Metabolix, Inc. and MIT as additional named
         insureds thereunder, shall be endorsed to include product liability
         coverage and shall require thirty (30) days written notice to be given
         to Tepha prior to any cancellation or material change thereof. The
         limits of such insurance shall not be less than One Million Dollars
         ($1,000,000) per occurrence with an aggregate of Three Million Dollars
         ($3,000,000) for personal injury including death; and One Million
         Dollars ($1,000,000) per occurrence with an aggregate of Three Million
         Dollars ($3,000,000) for property damage. Licensee shall provide Tepha
         with Certificates of Insurance evidencing the same. Licensee shall
         maintain such commercial general liability insurance during the period
         that any Licensed Product is being used, distributed or sold and for
         six (6) years thereafter.

9.       WARRANTIES AND DISCLAIMER

         9.1 Tepha warranty. Tepha represents and warrants to Licensee that
         Tepha is either the owner of all rights, title and interest in and to
         the Patent Rights, or has the right to grant the licenses set forth in
         Article 2.

         9.2 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
         NEITHER PARTY, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND
         AFFILIATES MAKE ANY REPRESENTATIONS OR EXTEND ANY WARRANTIES OF ANY
         KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
         WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
         VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING, AND THE ABSENCE OF
         LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING IN THIS
         AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN
         BY EITHER PARTY OR BY TEPHA's LICENSORS THAT THE PRACTICE OF THE
         LICENSES GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OR
         OTHER INTELLECTUAL OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.


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10.      LIMITATION OF LIABILITY

         10.1 NO CONSEQUENTIAL DAMAGES. EXCEPT FOR BREACH BY EITHER PARTY OF
         PARAGRAPH 14 (CONFIDENTIALITY), IN NO EVENT SHALL TEPHA, ITS LICENSORS
         OR LICENSEE, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND
         AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
         KIND INCURRED BY THE OTHER PARTY, INCLUDING ECONOMIC DAMAGE OR INJURY
         TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY SHALL BE
         ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE
         POSSIBILITY OF THE FOREGOING.

11.      EXPORT CONTROLS

         11.1 Export Controls. Licensee acknowledges that it may be subject to
         United States laws and regulations controlling the export of technical
         data, computer software, laboratory prototypes and other commodities
         (including the Arms Export Control Act, as amended and the United
         States Department of Commerce Export Administration Regulations). The
         transfer of such items may require a license from the cognizant agency
         of the United States Government and/or written assurances by Licensee
         that Licensee shall not export data or commodities to certain foreign
         countries without prior approval of such agency. Tepha neither
         represents that a license shall not be required nor that, if required,
         it shall be issued.

12.      NON-USE OF NAMES

         12.1 Non-use of Names. Except as required by law or to accurately
         describe this Agreement in connection with filings with the Securities
         and Exchange Commission or in connection with raising funding, neither
         party shall use the names or trademarks of the other or Tepha's
         licensors, nor any adaptation thereof, nor the names of any of the
         other party's, or Tepha's licensors', employees, in any advertising,
         promotional or sales literature without prior written consent obtained
         from such party, or said employee, in each case, such consent not to be
         unreasonably withheld, except that Licensee may state that it is
         licensed by Tepha, under one or more of the patents and/or applications
         comprising the Patent Rights.

13.      DISPUTE RESOLUTION

         13.1 Except for the right of either party to apply to a court of
         competent jurisdiction for a temporary restraining order, a preliminary
         injunction or other equitable relief to preserve the status quo or to
         prevent irreparable harm, and except for any dispute relating to patent
         validity or infringement, any and all claims, disputes or controversies
         arising under, out of or in connection with the Agreement, shall be
         mediated in good faith. The party raising such dispute shall promptly
         advise the other party of such claim, dispute or controversy in a
         writing which describes in reasonable detail the nature of such
         dispute. If the parties by their senior management representatives
         shall be unable to resolve the dispute within thirty (30) days, then by
         no later than forty (40) business days after the


                                 Page 11 of 31
<PAGE>


         recipient has received such notice of dispute, each party shall have
         selected for itself a representative who shall have the authority to
         bind such party, and shall additionally have advised the other party in
         writing of the name and title of such representative. By no later than
         sixty (60) business days after the date of such notice of dispute, such
         representatives shall schedule a date for a mediation hearing with the
         Cambridge Dispute Settlement Center or Endispute Inc. in Cambridge,
         Massachusetts or another mutually agreeable mediator. The parties shall
         enter into good faith mediation and shall share the costs equally. If
         the representatives of the parties have not been able to resolve the
         dispute within thirty (30) business days after such mediation hearing,
         the parties shall have the right to pursue any other remedies legally
         available to resolve such dispute in either the Courts of the
         Commonwealth of Massachusetts, or in the United States District Court
         for the District of Massachusetts, to whose jurisdiction for such
         purposes Tepha and Licensee each hereby irrevocably consents and
         submits.

         13.2 Notwithstanding the foregoing, nothing in this Article shall be
         construed to waive any rights or timely performance of any obligations
         under this Agreement.

14.      CONFIDENTIALITY

         14.1 Confidential Information. Both Tepha and Licensee agree that all
         confidential information disclosed to the other party, orally or in
         writing, shall be deemed "Confidential Information" of the disclosing
         party. In particular, "Confidential Information" shall be deemed to
         include, but not be limited to, Developments, trade secrets,
         information, ideas, inventions, materials, samples, processes,
         procedures, methods, formulations, protocols, packaging designs and
         materials, test data, future development plans, product launch dates,
         technological know-how and engineering, manufacturing, regulatory,
         marketing, servicing, sales, or financial matters relating to the
         disclosing party and its business.

         14.2 Nondisclosure and Nonuse. During the term and thereafter each
         receiving party: (i) shall maintain all Confidential Information in
         confidence; (ii) shall not disclose any Confidential Information to any
         third party without prior written consent of the disclosing party
         except that the receiving party may disclose in connection with
         consultants, subcontractors or agents or raising funding and technical
         development activities for purposes consistent with this Agreement
         pursuant to a written non-disclosure agreement with said parties,
         having terms of nondisclosure and nonuse at least as restrictive as
         those set forth herein; and (iii) shall use such Confidential
         Information only to the extent required to accomplish the purposes of
         this Agreement. A receiving party may disclose Confidential Information
         that is required to be disclosed pursuant to the law, by request of the
         United States Food and Drug Administration ("FDA") or other government
         authority or for medical or safety reasons, but only to the extent
         required to be disclosed by the FDA or other government authority. Both
         parties shall take precautions as each normally takes with its own
         confidential and proprietary information to prevent disclosure to third
         parties, but no less than reasonable precautions.

         14.3 Exceptions. Both parties agree that, notwithstanding the above,
         the obligations of confidentiality and nonuse shall not apply to:


                                 Page 12 of 31
<PAGE>


                  14.3.1 Information that at the time of disclosure is, or
                  thereafter becomes, generally known to the public, through no
                  wrongful act or failure to act on the part of the receiving
                  party;

                  14.3.2 Information that was known by or in the possession of
                  the receiving party at the time of receiving such information
                  from the disclosing party, as evidenced by written records;

                  14.3.3 Information obtained by the receiving party from a
                  third party who is not breaching a commitment of
                  confidentiality to the disclosing party by revealing such
                  information to the receiving party, as evidenced by written
                  records;

                  14.3.4 Information that is developed independently by the
                  receiving party without use of confidential information of the
                  other party, as evidenced by written records.

         14.4 Access. Both Parties shall make diligent efforts to ensure that
         all employees, consultants, agents and subcontractors who may have
         access to Confidential Information of the other party, and any other
         third parties who might have access to Confidential Information, shall
         sign nondisclosure agreements consistent with the terms set forth in
         this Paragraph. No Confidential Information shall be disclosed to any
         employees, subcontractors, agents, consultants or third parties who do
         not have a need to receive such information for the purposes of this
         Agreement.

15.      TERMINATION

         15.1 Termination by Tepha. If Licensee shall cease to carry on its
         business or is in breach of Paragraph 17.7, this Agreement shall
         terminate effective upon notice by Tepha.

         15.2 Material Breach. Upon any material breach of this Agreement by
         Tepha, Licensee shall have the right to give notice of default, stating
         in reasonable detail the nature of the claimed breach. If Tepha shall
         not have cured any such material breach within ninety (90) days from
         notice, Licensee shall have the option to either: (i) terminate the
         Agreement, effective on receipt of notice byTepha, or (ii) exercise its
         rights under Section 3.8(v). Upon any material breach of this Agreement
         by Licensee, Tepha shall have the right to give notice of default,
         stating in reasonable detail the nature of the claimed breach. If
         Licensee shall not have cured any such material breach within ninety
         (90) days from notice, Tepha may terminate the Agreement, effective on
         receipt of notice by Licensee.

         15.3 Termination by Licensee. If Tepha shall cease to carry on its
         business or is in breach of Paragraph 17.7, this Agreement shall
         terminate effective upon notice by Licensee. Licensee shall have the
         right to terminate this Agreement at any time on six (6) months' notice
         to Tepha, and upon payment of all amounts due Tepha through the
         effective date of termination.

         15.4 Effects of Termination. Upon expiration or termination of this
         Agreement for any reason: (i) nothing herein shall be construed to
         release either party from any obligation


                                 Page 13 of 31
<PAGE>


         that matured prior to expiration or the effective date of termination;
         (ii) Articles 1, 2.2, 2.6, 3.6, 3.8, 5, 8, 9.2, 10, 11, 12, 13, 14,
         15.4 and 17 shall survive expiration or any termination; (iii) for a
         period of six (6) months after the effective date of termination,
         Licensee may sell Licensed Products in inventory, and complete Licensed
         Products in the process of manufacture at the time of such termination
         and sell the same, provided that Licensee shall pay the Running
         Royalties thereon as required by Article 4 of this Agreement and shall
         submit the reports required by Article 5 hereof on the sales of
         Licensed Products; and (iv) each party shall immediately return all
         Confidential Information to the disclosing party and shall cease and
         refrain from any further use of such Confidential Information.

16.      QUALITY SYSTEM OBLIGATIONS

         16.1 Raw Materials. All raw materials for the Polymer will be defined
         by engineering drawings or specifications of Tepha. Approved vendors
         must be designated on the Specifications. Raw materials will be
         supplied or specified by Tepha. During the term of this Agreement,
         Tepha shall be responsible to maintain a working master cell bank for
         the Polymer, with commercially appropriate redundancies and security.
         Tepha will use standard operating procedures which define the sampling
         methodology and the analytical methods used to assure that the raw
         materials meet their respective specifications. Tepha will notify
         Licensee in writing of any changes to the Specifications, sampling or
         test methods of raw materials or any changes in approved vendors, and
         shall obtain prior approval from Licensee prior to making any such
         changes that require regulatory approval from the FDA or international
         regulatory authorities with respect to a Licensed Product.

         16.2 Packaging Materials. Licensee shall be responsible for and shall
         provide to Tepha all copy content, artwork and mechanicals for all
         printed materials associated with the Polymer to be shipped to
         Licensee. This includes, but is not limited to, container labels,
         container cartons, package inserts, and promotional material. Any
         changes requested by Licensee or required for legal or regulatory
         compliance shall be at the expense of Licensee. Licensee shall be
         responsible for compliance with all Federal, State and Local laws and
         regulations concerning packaging and labeling materials, and for
         obtaining any necessary regulatory approvals of printed materials,
         artwork and copy. Tepha shall obtain prior approval from Licensee
         before revising any printed packaging components, primary container
         components and all Licensee supplied packaging components used for the
         shipment of the Polymer to Licensee.

         16.3 Non-Conforming Polymer. Polymer not found to meet Specifications
         will be considered non-conforming. Licensee shall determine the future
         usability of non-conforming Polymer; provided that non-conforming
         Polymer may not be used except as expressly permitted in the Device
         Master File. If Licensee determines that the non-conforming Polymer is
         usable, full payment for the non-conforming Polymer will be required.
         If Licensee determines that the non-conforming Polymer is not usable,
         the non-conforming Polymer may be rejected pursuant to Paragraph 3.4.
         Actions taken to investigate the non-conformance and to justify the
         release of the batch of Polymer must


                                 Page 14 of 31
<PAGE>


         be fully documented in compliance with all applicable Federal, State
         and Local laws and regulations. Copies of all documentation associated
         with non-conformance of Polymer used shall be maintained by Licensee
         and provided to Tepha promptly on request.

         16.4 Manufacturing Processes. The manufacturing process for the Polymer
         shall be maintained by the Document Control / Quality Assurance group
         within Tepha. Licensee will be notified of any changes to the
         manufacturing process by Tepha, and Licensee will notify Tepha if any
         such changes are unacceptable. Each batch or lot of Polymer produced
         hereunder must be assigned a unique batch or lot number. Any deviation
         from the specified manufacturing process must be documented in the
         batch record. Tepha's system shall document the deviation, the
         investigation that was undertaken and the conclusion drawn from that
         investigation. The documentation associated with any deviation in the
         manufacturing process shall become part of the batch record.

         16.5 Manufacturing History Record/Device History Record/Batch Record.
         Licensee must be provided with a copy of the top-level history record
         (batch record for the Polymer) manufactured and supplied to Licensee
         hereunder. Tepha agrees to maintain all records that support this
         document (e.g., inspection/acceptance records for subassemblies and
         components) for the duration of this Agreement, and for at least five
         years following the termination of this Agreement.

         16.6 Sampling, Testing and Release of Polymer. All in-process and
         finished Polymer testing shall be conducted by Tepha using Tepha's
         validated test methods. Tepha shall provide Licensee with a certificate
         of analysis indicating each test parameter, test method, test result
         and the corresponding acceptance criteria for each batch/lot of Polymer
         manufactured, as well as a statement indicating that all associated
         documentation has been reviewed and approved by the appropriate Tepha
         quality control unit. Tepha shall release the Polymer to Licensee as
         meeting the agreed and current Specifications for the Polymer.

         16.7 Reserve Samples and Quality Review. Licensee is responsible for
         obtaining and maintaining file samples of each lot of Polymer
         manufactured and shipped to Licensee. Tepha will allow quality systems
         audits to be performed, no more than once in any twelve-month period,
         by approved representatives of Licensee at reasonable business hours
         and with reasonable planning and advanced notice of at least five (5)
         business days. Such audits shall be performed in accordance with the
         FDA's Quality System Inspection Technique ("QSIT") and Tepha's then
         current policy for visitors and no photographs may be taken or
         documents reproduced. Any third party contracted by Tepha to provide
         manufacturing or component supply under this Agreement shall also be
         subject to audit in accordance with QSIT.

         16.8 Storage, Validation and Environmental Monitoring. Process/product
         and cleaning validation for the manufacture of the Polymer shall be
         performed by Tepha in accordance with the Device Master File. Tepha
         shall be responsible for conducting the validation studies and
         maintaining validation reports. Where particulate and microbial levels
         are required for the Polymer, then the facilities and raw materials
         used during the manufacturing and packaging shall be subjected to a
         monitoring program by Tepha to


                                 Page 15 of 31
<PAGE>


         assure that the Polymer will meet the required particulate and
         microbial levels and shall maintain the records obtained from this
         monitoring program. If no specifications are defined, then no
         particular manufacturing environment requirements are necessary beyond
         applicable Quality System Regulations of the FDA.

         16.9 Distribution Records and Returns. Licensee shall maintain
         distribution records which contain all of the appropriate information
         as specified in 21 CFR, Section 820.160. Returned Licensed Product from
         the distribution of the Licensed Product is the responsibility of
         Licensee.

         16.10 Customer Complaints. Licensee is responsible for investigating
         and handling customer complaints and shall promptly notify Tepha of any
         complaint relating to the Polymer material of a Licensed Product. To
         the extent possible under the circumstances, Licensee will inform Tepha
         prior to communicating with the FDA concerning any such complaint.
         Tepha shall reasonably cooperate with Licensee's investigations,
         including providing manufacturing-related records on a confidential
         basis as they relate to the investigation. Licensee shall keep Tepha
         promptly informed on an ongoing basis and provide copies of all
         correspondence, filings, and documentation to Tepha until resolution of
         each such matter.

         16.11 Regulatory Compliance. Unless otherwise stated in this document,
         Tepha is responsible for compliance to all Federal, State and Local
         laws and regulations as they apply to Tepha's supply of Polymer to
         Licensee hereunder.

17.      GENERAL

         17.1. Integrated Agreement. This Agreement (including its Appendices,
         which are incorporated herein by reference) constitutes the complete
         and exclusive statement of the agreement between the parties, and
         supersedes all prior agreements, proposals, negotiations and
         communications between the parties, both oral and written, regarding
         the subject matter hereof. The terms of this Agreement shall have no
         force or effect with respect to any claim based on the use by Licensee
         of any intellectual property rights or proprietary rights of Tepha or
         its licensors outside the scope of the licenses expressly granted
         herein. The preprinted provisions of Licensee's purchase order shall
         not apply, and the provisions set forth herein shall prevail.

         17.2. Waiver or Amendment. No waiver, alteration or amendment of any of
         the provisions of this Agreement shall be binding unless made in
         writing and signed by each of the parties hereto.

         17.3. Notices. All notices to be given under this Agreement shall be in
         writing and shall be deemed duly given if sent by prepaid overnight
         courier service to the addresses set forth immediately below (or to
         such other addresses as the parties may designate by notice given in
         accordance with this provision):


                                 Page 16 of 31
<PAGE>


         If to Tepha:

         Tepha, Inc.
         303 Third Street
         Cambridge, MA 02142
         Attn:  Simon Williams, President


         If to Licensee:

         Vascular Solutions, Inc.
         2495 Xenium Lane North
         Minneapolis, MN  55441
         Attn:  Chief Executive Officer

         All such notices, if properly addressed, shall be effective when
received.

         17.4. Governing Law. This Agreement shall be governed by and construed
         in accordance with the laws of the Commonwealth of Massachusetts,
         without regard to conflict of laws principles, and as necessary the
         laws of the United States of America, except that questions affecting
         the construction and effect of any patent shall be determined by the
         law of the country in which the patent was granted. Each party agrees
         that venue for any dispute arising under this Agreement shall be
         Boston, Massachusetts, and waives any objection it has or may have in
         the future with respect to such venue, except that the applicable
         federal court or other tribunal shall have exclusive jurisdiction with
         regard to the scope or validity of any Patent Rights.

         17.5. Failure to Exercise Remedy. If either party fails to enforce any
         term of this Agreement or fails to exercise any remedy, such failure to
         enforce or exercise on that occasion shall not prevent enforcement or
         exercise on any other occasion.

         17.6. Remedies. The rights and remedies of the parties provided in this
         Agreement shall not be exclusive and are in addition to any other
         rights and remedies available at law or in equity.

         17.7. Assignment. Except as expressly provided in this Agreement,
         neither party shall directly or indirectly sell, transfer, assign or
         delegate in whole or in part this Agreement, or any rights, duties,
         obligations or liabilities under this Agreement (collectively "Assign"
         for purposes of Paragraph 15.4 or 17.7), by operation of law or
         otherwise, without the prior written consent of the other party.
         Notwithstanding the foregoing sentence, both parties shall have the
         right to Assign without consent of the other party all of its rights,
         duties, obligations and liabilities under this Agreement to any
         Affiliate or in connection with any sale, merger, consolidation,
         recapitalization or reorganization involving in each case the sale of
         substantially all of the capital stock of such party or all or
         substantially all of the assets of such party to which this Agreement
         relates. Subject to the foregoing, this Agreement shall inure to the
         benefit of and be binding upon the permitted successors and permitted
         assigns of Tepha and Licensee.


                                 Page 17 of 31
<PAGE>


         17.8. Independent Contractors. The parties agree that in the
         performance of this Agreement they are and shall be independent
         contractors. Nothing herein shall be construed to constitute either
         party as the agent of the other party for any purpose whatsoever, and
         neither party shall bind or attempt to bind the other party to any
         contract or the performance of any obligation or represent to any third
         party that it has any right to enter into any binding obligation on the
         other party's behalf.

         17.9. Severability. If any provision of this Agreement is held invalid
         by any law, rule, order or regulation of any government or by the final
         determination of any court of competent jurisdiction, such invalidity
         shall not affect the enforceability of any other provisions. The
         parties shall make a good faith effort to renegotiate and replace the
         invalid provision with a valid and enforceable one, such that the
         original intent of the parties shall be accomplished to the extent
         permitted by law.

         17.10. Counterparts. This Agreement may be executed in one or more
         counterparts, each of which when executed shall be deemed to be an
         original but all of which taken together shall constitute one and the
         same agreement.

         17.11. Patent Marking. Licensee shall apply the patent marking notices
         required by the law of any country where Licensed Products are made,
         used or sold.

         17.12. Rules of Construction. The parties agree that they have
         participated equally in the formation of this Agreement and that the
         language and terms of this Agreement shall not be presumptively
         construed against either of them.

         17.13. Affiliates. Each party shall be responsible to the other for all
         obligations of its Affiliates in the same fashion and to the full
         extent that each party is obligated to the other hereunder, including,
         but not limited to, the payment of royalties due with respect to sales
         made by Affiliates. A breach by an Affiliate of a party will be treated
         as a breach by that party.

         17.14. Force Majeure. Neither party shall be in default of its
         obligations to the extent its performance is delayed or prevented by
         causes beyond its control, including but not limited to acts of God,
         earthquake, flood, embargo, riots, sabotage, utility or transmission
         disruption, failure or delay of suppliers, fire or labor disturbances.

         17.15. Nonsolicitation. During the Term of this Agreement and for a
         period of six months thereafter, Licensee and Tepha agree not to,
         directly, or indirectly, solicit or attempt to solicit for employment
         any person employed by the other party.


                                 Page 18 of 31
<PAGE>


         IN WITNESS WHEREOF, the parties have duly executed this Agreement the
day and year set forth below.

Tepha, Inc.                                Vascular Solutions, Inc. ("Licensee")

By:  /s/ Simon F. Williams                 By:  /s/ Howard Root
Name:  Simon F. Williams                   Name:  Howard Root
Title:  President                          Title:  Chief Executive Officer
Date:  12/19/02                            Date:  12/17/02








                                 Page 19 of 31
<PAGE>


                                   APPENDIX A

                                  PATENT RIGHTS

1.       US Patent No. 5,229,279 "Method for producing novel polyester
         biopolymers" by Peoples and Sinskey, issued July 20, 1993.

2.       US Patent No. 5,245,023 "Method for producing novel polyester
         biopolymers" by Peoples and Sinskey, issued September 14, 1993.

3.       US Patent No. 5,250,430 "Polyhydroxyalkanoate polymerase" by Peoples
         and Sinskey, issued October 5, 1993.

4.       US Patent No. 5,480,794 "Overproduction and purification of soluble PHA
         synthase" by Peoples, Gerngross, and Sinskey, issued January 2, 1996.

5.       US Patent No. 5,512,669 "Gene encoding bacterial acetoacetyl-CoA
         reductase" by Peoples and Sinskey, issued April 30, 1996.

6.       US Patent No. 5,534,432 "Polyhydroxybutyrate polymerase" by Peoples and
         Sinskey, issued July 9, 1996.

7.       US Patent No. 5,661,026 "Gene encoding bacterial beta-ketothiolase" by
         Peoples and Sinskey, issued August 26, 1997.

8.       US Patent No. 5,663,063 "Method for producing polyester biopolymers" by
         Peoples and Sinskey, issued September 2, 1997.

9.       US Patent No. 5,798,235 "Gene encoding acetoacetyl-CoA reductase" by
         Peoples and Sinskey, issued August 25, 1998.

10.      US Patent No. 5,811,272 "Method for controlling molecular weight of
         polyhydroxyalkanoates" by Snell, Hogan, Sim, Sinskey and Rha, issued
         September 22, 1998.

11.      US Patent No. 6,228,934 "Methods and apparatus for the production of
         amorphous polymer suspension" by Horowitz & Gerngross, issued May 8,
         2001.

12.      US Patent No. 6,245,537 "Removing endotoxin with an oxidizing agent
         from polyhydroxyalkanoates produced by fermentation" by Williams,
         Martin, Gerngross and Horowitz, issued June 12, 2001.


                                 Page 20 of 31
<PAGE>


13.      US Patent No. 6,316,262 "Biological systems for manufacture of
         polyhydroxyalkanoate polymers containing 4-hydroxyacids" by Huisman,
         Skraly, Martin and Peoples, issued November 13, 2001.

14.      US Patent No. 6,323,010 "Polyhydroxyalkanoate biopolymer compositions"
         by Skraly and Peoples, issued November 27, 2001.

15.      US Patent No. 6,323,276 "Methods and apparatus for the production of
         amorphous polymer suspensions" by Horowitz and Gerngross, issued
         November 27, 2001.

16.      US Patent No. 6,329,183 "Polyhydroxyalkanoate production from polyols"
         by Skraly and Peoples, issued December 11, 2001.

17.      EP Patent Application No. 0 870 837 A1 "Method for producing novel
         polyester biopolymers" by Peoples and Sinskey, published October 14,
         1998.

18.      EP Patent No. 0 482 077 B1 "Method for producing novel polyester
         biopolymers" by Peoples and Sinskey, published October 21, 1998.

19.      WO 98/51812 "Polyhydroxyalkanoates for IN VIVO applications" by
         Williams, Martin, Gerngross, and Horowitz, published November 19, 1998.

20.      WO 99/32536 "Polyhydroxyalkanoate compositions having controlled
         degradation rates" by Martin, Skraly, and Williams, published July 1,
         1999.

21.      WO 00/56376 "Medical devices and applications of polyhydroxyalkanoates"
         by Williams, Martin, and Skraly, published September 28, 2000.

22.      WO 00/51662 "Bioabsorbable, biocompatible polymers for tissue
         engineering" by Williams, published September 8, 2000.

23.      WO 01/19422 "Polyhydroxyalkanoate compositions for soft tissue repair,
         augmentation, and viscosupplementation" by Williams and Martin,
         published March 22, 2001.

24.      JP 2-510584 Method for producing novel polyester biopolymers, Peoples
         and Sinskey.


                                 Page 21 of 31
<PAGE>


                                   APPENDIX B

                                MIT LICENSE TERMS

                             ARTICLE 1 - DEFINITIONS

         For the purposes of this Agreement, the following words and phrases
shall have the following meanings:

         1.1      "LICENSEE" shall include a related company of METABOLIX, INC.
                  the voting stock of which is directly or indirectly at least
                  fifty percent (50%) owned and controlled by METABOLIX, INC.,
                  an organization which directly or indirectly controls more
                  than fifty percent (50%) of the voting stock of METABOLIX,
                  INC. and an organization the majority ownership of which is
                  directly or indirectly common to the ownership of METABOLIX,
                  INC.

         1.2      "PATENT RIGHTS" shall mean all of the following M.I.T.
                  intellectual property:

                  1.2.a    The United States and foreign patents and/or patent
                           applications and invention disclosures listed in
                           Appendix A;

                  1.2.b    United States and foreign patents issued from the
                           applications and invention disclosures listed in
                           Appendix A and from divisionals and continuations of
                           these applications and invention disclosures;

                  1.2.c    claims of United States and foreign
                           continuation-in-part applications and of the
                           resulting patents which are directed to subject
                           matter specifically described in the United States
                           and foreign applications and invention disclosures
                           listed in Appendix A;

                  1.2.d    claims of all foreign patent applications and of the
                           resulting patents which are directed to subject
                           matter specifically described in the United States
                           patents and/or patent applications and invention
                           disclosures described in (a), (b), (c) or (d) above;
                           and

                  1.2.e    any reissues of United States patents described in
                           (a), (b), (c) or (d) above.

         1.3      A "LICENSED PRODUCT" shall mean any product or part thereof
                  which:

                  1.3.a    is covered in whole or in part by an issued,
                           unexpired valid claim or a pending claim contained in
                           the PATENT RIGHTS in the country in which any such
                           product or part thereof is made, used or sold; or

                  1.3.b    is manufactured by using a process or is employed to
                           practice a process which is covered in whole or in
                           part by an issued, unexpired valid claim or a pending
                           claim contained in the PATENT RIGHTS in the country
                           in which a LICENSED


                                 Page 22 of 31
<PAGE>


                           PROCESS is used or in which such product or part
                           thereof is used or sold.

         1.4      A "LICENSED PROCESS" shall mean any process which:

                  1.4.a    is covered in whole or in part by an issued, expired
                           valid claim or a pending claim contained in the
                           PATENT RIGHTS in the country in which such process is
                           used or in which the LICENSED PRODUCT made thereby is
                           used or sold.


                                ARTICLE 2 - GRANT

         2.1      M.I.T. hereby grants to LICENSEE the worldwide right and
                  license to make, have made, use, lease and sell the LICENSED
                  PRODUCTS and to practice the LICENSED PROCESSES to the end of
                  the term for which the PATENT RIGHTS are granted unless this
                  Agreement shall be sooner terminated according to the terms
                  hereof.

         2.2      LICENSEE agrees that to the extent possible LICENSED PRODUCTS
                  leased or sold in the United States shall be manufactured
                  substantially in the United States and that in those cases
                  where domestic manufacture is impractical it will request
                  appropriate waivers from the Department of Commerce pursuant
                  to 37 C.F.R. Sec. 401.14(i).

         2.3      In order to establish a period of exclusivity for LICENSEE,
                  M.I.T hereby agrees that it shall not grant any other license
                  to make, have made, use, lease and sell LICENSED PRODUCTS or
                  to utilize LICENSED PROCESSES during the term of this
                  agreement.

         2.4      M.I.T. reserves the right to practice under the PATENT RIGHTS
                  for its own noncommercial research purposes.

         2.5      M.I.T. further grants to LICENSEE a ninety (90) day first
                  option to negotiate for an exclusive license to new inventions
                  dominated by the claims of the PATENT RIGHTS as originally
                  licensed which arise from the laboratory of Prof. Anthony
                  Sinskey at M.I.T. within four (4) years of the Effective Date
                  of this Agreement. Such option shall be subject to any rights
                  granted in sponsorship agreements to sponsors of the research
                  from which any such invention arises.

         2.6      LICENSEE shall have the right to enter into sublicensing
                  agreements for the rights, privileges and licenses granted
                  hereunder. In addition, LICENSEE may grant any sublicensee the
                  right to sublicense to third parties any or all of the rights,
                  privileges and licenses granted to such


                                 Page 23 of 31
<PAGE>


                  sublicensee and such third party sublicenses may also include
                  the right to sublicense.

         2.7      LICENSEE agrees that any sublicenses granted by it shall
                  provide that the obligations to M.I.T. of Articles 2, 5, 7, 8,
                  9, l0, 12, 13 and 15 of this Agreement shall be binding upon
                  the sublicensee as if it were a party to this Agreement.
                  LICENSEE further agrees to attach copies of these Articles to
                  sublicense agreements.

         2.8      LICENSEE agrees to forward to M.I.T. a copy of any and all
                  sublicense agreements promptly upon execution by the parties.

         2.9      The license granted hereunder shall not be construed to confer
                  any rights upon LICENSEE by implication, estoppel or otherwise
                  as to any technology not specifically set forth in Appendix A
                  hereof.


                         ARTICLE 5 - REPORTS AND RECORDS

         5.1      LICENSEE shall keep full, true and accurate books of account
                  containing all particulars that maybe necessary for the
                  purpose of showing the amounts payable to M.I.T. hereunder.
                  Said books of account shall be kept at LICENSEE's principal
                  place of business or the principal place of business of the
                  appropriate division of LICENSEE to which this Agreement
                  relates. Said books and the supporting data shall be open at
                  all reasonable times for three (3) years following the end of
                  the calendar year to which they pertain, to the inspection of
                  M.I.T. or its agents for the purpose of verifying LICENSEE's
                  royalty statement or compliance in other respects with this
                  Agreement. Should such inspection lead to the discovery of a
                  greater than Ten Percent (10%) discrepancy in reporting,
                  LICENSEE agrees to pay the full cost of such inspection.

         5.2      LICENSEE, within sixty (60) days after December 31 of each
                  year prior to the first commercial sale of a LICENSED PRODUCT
                  and sixty days after March 31, June 30, September 30 and
                  December 31, of each year after the first commercial sales of
                  a LICENSED PRODUCT, shall deliver to M.I.T. true and accurate
                  reports, giving such particulars of the business conducted by
                  LICENSEE during the preceding three-month period under this
                  Agreement as shall be pertinent to a royalty accounting
                  hereunder. These shall include at least the following: (a)
                  number of LICENSED PRODUCTS manufactured and sold by LICENSEE;
                  (b) total billings for LICENSED PRODUCTS manufactured and sold
                  by LICENSEE; (c) accounting for all LICENSED PROCESSES used or
                  sold by LICENSEE; (d) deductions applicable as provided in
                  Paragraph 1.5; (e) total royalties due; and (f) names and
                  addresses of all sublicensees of LICENSEE. LICENSEE shall
                  endeavor to obtain similar information from its


                                 Page 24 of 31
<PAGE>


                  sublicensees and will provide such information which is
                  obtained to M.I.T.

         5.3      With each such report submitted, LICENSEE shall pay to M.I.T.
                  the royalties due and payable under this Agreement. If no
                  royalties shall be due, LICENSEE shall so report.

         5.4      On or before the ninetieth (90th) day following the close of
                  LICENSEE's fiscal year, LICENSEE shall provide M.I.T. with
                  LICENSEE's certified financial statements for the preceding
                  fiscal year including, at a minimum, a Balance Sheet and an
                  Operating Statement.

         5.5      The royalty payments set forth in this Agreement and amounts
                  due under Article 6, shall if overdue, bear interest until
                  payment at a per annum rate Two Percent (2%) above the prime
                  rate in effect at the Chase Manhattan Bank (N.A.) on the due
                  date. The payment of such interest shall not foreclose M.I.T.
                  from exercising any other rights it may have as a consequence
                  of the lateness of any payment.


                            ARTICLE 7 - INFRINGEMENT

         7.1      LICENSEE shall inform M.I.T. promptly in writing of any
                  alleged infringement of the PATENT RIGHTS by a third party and
                  of any available evidence thereof.

         7.2      During the term of this Agreement, LICENSEE shall have the
                  right, but shall not be obligated, to prosecute at its own
                  expense any such infringements of the PATENT RIGHTS and, in
                  furtherance of such right, M.I.T. hereby agrees that LICENSEE
                  may join M.I.T. as a party plaintiff in any such suit, without
                  expense to M.I. T. The total cost of any such infringement
                  action commenced or defended solely by LICENSEE shall be borne
                  by LICENSEE. LICENSEE may, for such purposes, use the name of
                  M.I.T. as party plaintiff; provided, however, that such right
                  to bring an infringement action shall remain in effect only
                  for so long as the license granted herein remains exclusive.
                  No settlement, consent judgment or other voluntary final
                  disposition of the suit may be entered into without the
                  consent of M.I.T. which consent shall not unreasonably be
                  withheld. LICENSEE shall indemnify M.I.T. against any order
                  for costs that may be made against M.I.T. in proceedings
                  commenced and defended solely by LICENSEE.

         7.3      In the event that LICENSEE shall undertake the enforcement
                  and/or defense of the PATENT RIGHTS by litigation, LICENSEE
                  may withhold up to Fifty Percent (50%) of the royalties
                  otherwise thereafter due M.I.T. hereunder and apply the same
                  toward reimbursement of up to half of


                                 Page 25 of 31
<PAGE>


                  LICENSEE's expenses, including reasonable attorneys' fees, in
                  connection therewith. Any recovery of damages by LICENSEE for
                  any such suit shall be applied first in satisfaction of any
                  unreimbursed expenses and legal fees of LICENSEE relating to
                  the suit, and next toward reimbursement of M.I.T. for any
                  royalties past due or withheld and applied pursuant to this
                  Article VII. The balance remaining from any such recovery
                  attributable to damages for lost sales shall be divided
                  according to the royalty percentages set forth in Section 4.1;
                  any remaining balance shall be paid to LICENSEE.

         7.4      If within six (6) months after having been notified of any
                  alleged infringement, LICENSEE shall have been unsuccessful in
                  persuading the alleged infringer to desist and shall not have
                  brought and shall not be diligently prosecuting an
                  infringement action, or if LICENSEE shall notify M.I.T. at any
                  time prior thereto of its intention not to bring suit against
                  any alleged infringer, then, and in those events only, M.I.T.
                  shall have the right, but shall not be obligated, to prosecute
                  at its own expense any infringement of the PATENT RIGHTS, and,
                  in furtherance of such right, LICENSEE hereby agrees that
                  M.I.T. may include LICENSEE as a party plaintiff in any such
                  suit, without expense to LICENSEE. The total cost of any such
                  infringement action commenced or defended solely by M.I.T.
                  shall be borne by M.I.T., and M.I.T. shall keep any recovery
                  or damages for past infringement derived therefrom.

         7.5      In the event that a declaratory judgment action alleging
                  invalidity or noninfringement of any of the PATENT RIGHTS
                  shall be brought against LICENSEE, M.I.T., at its option,
                  shall have the right, within sixty (60) days after
                  commencement of such action, to join in the defense of the
                  action at its own expense.

         7.6      In any infringement suit as either party may institute to
                  enforce the PATENT RIGHTS pursuant to this Agreement, the
                  other parry hereto shall, at the request and expense of the
                  party initiating such suit, cooperate in all respects and, to
                  the extent possible, have its employees testify when requested
                  and make available relevant records, papers, information,
                  samples, specimens and the like.

         7.7      LICENSEE, during the period of this Agreement, shall have the
                  sole right in accordance with the terms and conditions herein
                  to sublicense any alleged infringer for future use of the
                  PATENT RIGHTS.


                         ARTICLE 8 - PRODUCT LIABILITY

         8.1      LICENSEE shall at all times during the term of this Agreement
                  and thereafter, indemnify, defend and hold M.I.T., its
                  trustees, officers,


                                 Page 26 of 31
<PAGE>


                  employees and affiliates, harmless against all claims and
                  expenses, including legal expenses and reasonable attorneys'
                  fees, arising out of the death of or injury to any person or
                  persons or out of any damage to property and against any other
                  claim, proceeding, demand, expense and liability of any kind
                  whatsoever resulting from the production, manufacture, sale,
                  use, lease, consumption or advertisement of the LICENSED
                  PRODUCT(s) and/or LICENSED PROCESS(es) or arising from any
                  obligation of LICENSEE hereunder.

         8.2      Prior to the first use of a LICENSED PRODUCT on humans,
                  LICENSEE shall obtain and carry in full force and effect
                  liability insurance which shall protect LICENSEE and M.I.T. in
                  regard to events covered by Paragraph 8.1 above.

         8.3      EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
                  M.I.T. MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF
                  ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
                  TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
                  PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR
                  PENDING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A
                  REPRESENTATION MADE OR WARRANTY GIVEN BY M.I.T. THAT THE
                  PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL
                  NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY.


                           ARTICLE 9 - EXPORT CONTROLS

         It is understood that M.I.T. is subject to United States laws and
regulations controlling the export of technical data, computer software,
laboratory prototypes and other commodities (including the Arms Export Control
Act, as amended and the Export Administration Act of 1979), and that its
obligations hereunder are contingent on compliance with applicable United States
export laws and regulations. The transfer of certain technical data and
commodities may require a license from the cognizant agency of the United States
Government and/or written assurances by LICENSEE that LICENSEE shall not export
data or commodities to certain foreign countries without prior approval of such
agency. M.I.T. neither represents that a license shall not be required not that,
if required, it shall be issued.


                          ARTICLE 10 - NON-USE OF NAMES

         Except as required by law, LICENSEE shall not use the names or
trademarks of the Massachusetts Institute of Technology, nor any adaptation
thereof, nor the names of


                                 Page 27 of 31
<PAGE>


any of its employees, in any advertising, promotional or sales literature
without prior written consent obtained from M.I.T., or said employee, in each
case, except that LICENSEE may state that it is licensed by M.I.T. under one or
more of the patents and/or applications comprising the PATENT RIGHTS. LICENSEE
may, however, use the name of Oliver P. Peoples, Anthony J. Sinskey, and/or any
other employee of M.I.T. who is a consultant or member of an advisory board of
LICENSEE, with their permission, and provided, also, that their affiliation with
LICENSEE is identified.


                         ARTICLE 12 - DISPUTE RESOLUTION

         12.1     Except for the right of either party to apply to a court of
                  competent jurisdiction for a temporary restraining order, a
                  preliminary injunction or other equitable relief to preserve
                  the status quo or prevent irreparable harm, any and all
                  claims, disputes or controversies arising under, out of or in
                  connection with the Agreement, including any dispute relating
                  to patent validity or infringement, which the parties shall be
                  unable to resolve within one hundred and twenty (120) days
                  shall be mediated in good faith. The party raising such
                  dispute shall promptly advise the other party of such claim,
                  dispute or controversy in a writing which describes in
                  reasonable detail the nature of such dispute. By not later
                  than ten (10) business days after the recipient has received
                  such notice of dispute, each party shall have selected for
                  itself a representative who shall have the authority to bind
                  such party, and shall additionally have advised the other
                  party in writing of the name and title of such representative.
                  By not later than twenty (20) business days after the date of
                  such notice of dispute, such representatives shall schedule a
                  date for a mediation hearing with the Cambridge Dispute
                  Settlement Center or Endispute Inc. in Cambridge,
                  Massachusetts. The parties shall enter into good faith
                  mediation and shall share the costs equally. If the
                  representatives of the parties have not been able to resolve
                  the dispute within thirty (30) business days after such
                  mediation hearing, the parties shall have the right to pursue
                  any other remedies legally available to resolve such dispute
                  in either the Courts of the Commonwealth of Massachusetts or
                  in the United States District Court for the District of
                  Massachusetts, to whose jurisdiction for such purposes M.I.T.
                  and LICENSEE each hereby irrevocably consents and submits.

         12.2     Notwithstanding the foregoing, nothing in this Article shall
                  be construed to waive any rights or timely performance of any
                  obligations existing under this Agreement.


                             ARTICLE 13 - TERMINATION

         13.1     If LICENSEE shall cease to carry on its business, this
                  Agreement shall terminate upon notice by M.I.T., except as
                  provided in Article 11.


                                 Page 28 of 31
<PAGE>


         13.2     Should LICENSEE fail to make any payment whatsoever due and
                  payable to M.I.T. hereunder, M.I.T. shall have the right to
                  terminate this Agreement effective on sixty (60) days' notice,
                  unless LICENSEE shall make all such payments to M.I.T. within
                  said sixty (60) day period. Upon the expiration of the sixty
                  (60) day period, if LICENSEE shall not have made all such
                  payments to M.I.T., the rights, privileges and license granted
                  hereunder shall automatically terminate.

         13.3     Upon any material breach or default of this Agreement by
                  LICENSEE, other than those occurrences set out in Paragraphs
                  13.1 and 13.2 hereinabove, which shall always take precedence
                  in that order over any material breach or default referred to
                  in this Paragraph 13.3. M.I.T. shall have the right to
                  terminate this Agreement and the rights, privileges and
                  license granted hereunder effective on one hundred and twenty
                  (120) days' notice to LICENSEE. Such termination shall become
                  automatically effective unless LICENSEE shall have cured any
                  such material breach or default prior to the expiration of the
                  one hundred and twenty (120) day period.

         13.4     LICENSEE shall have the right to terminate this Agreement at
                  any time on six (6) months' notice to M.I.T., and upon payment
                  of all amounts due M.I.T. through the effective date of the
                  termination.

         13.5     Upon termination of this Agreement for any reason, nothing
                  herein shall be construed to release either party from any
                  obligation that matured prior to the effective date of such
                  termination. LICENSEE and any sublicensee thereof may,
                  however, after the effective date of such termination, sell
                  all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the
                  process of manufacture at the time of such termination and
                  sell the same, provided that LICENSEE shall pay to M.I.T. the
                  Running Royalties thereon as required by Article 4 of this
                  Agreement and shall submit the reports required by Article 5
                  hereof on the sales of LICENSED PRODUCTS.

         13.6     Upon termination of this Agreement for any reason, any of
                  LICENSEE's direct sublicensees that are not then in default
                  shall have the right to seek a license from M.I.T. M.I.T.
                  agrees to negotiate such licenses in good faith under
                  reasonable terms and conditions. Notwithstanding the
                  foregoing, should Tepha, Inc. request a license, M.I.T. hereby
                  agrees to grant such a license under terms and conditions no
                  less favorable as a whole than those granted to Tepha, Inc. by
                  LICENSEE.


                                 Page 29 of 31
<PAGE>


                      ARTICLE 15 - MISCELLANEOUS PROVISIONS

         15.1     This Agreement shall be construed, governed, interpreted and
                  applied in accordance with the laws of the Commonwealth of
                  Massachusetts, U.S.A., except that questions affecting the
                  construction and effect of any patent shall be determined by
                  the law of the country in which the patent was granted.

         15.2     The parties hereto acknowledge that this Agreement sets forth
                  the entire Agreement and understanding of the parties hereto
                  as to the subject matter hereof, and shall not be subject to
                  any change or modification except by the execution of a
                  written instrument subscribed to by the parties hereto.

         15.3     The provisions of this Agreement are severable, and in the
                  event that any provisions of this Agreement shall be
                  determined to be invalid or unenforceable under any
                  controlling body of the law, such invalidity or
                  unenforceability shall not in any way affect the validity or
                  enforceability of the remaining provisions hereof.

         15.4     The failure of either party to assert a right hereunder or to
                  insist upon compliance with any term or condition of this
                  Agreement shall not constitute a waiver of that right or
                  excuse a similar subsequent failure to perform any such term
                  or condition by the other party.








                                 Page 30 of 31
<PAGE>


                                   APPENDIX C

                                   PRICE LIST

-------------------------------------------------------- -----------------------
                                                        |
-------------------------------------------------------- -----------------------
Poly-3-hydroxybutyrate-co-4-hydroxybutyrate (PHA3444)   |  $   ***        *
-------------------------------------------------------- -----------------------

*Current price, price adjustments to be determined in accordance with Paragraph
3.5. Each order must be for a minimum lot size of *** , except for research and
development runs during the initial two-year period after the Effective Date.

**Composition of co-monomers to be agreed between the parties.

*** Denotes confidential information that has been omitted from the exhibit and
filed separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934.








                                 Page 31 of 31