**Exhibit 10.7****LICENSE AGREEMENT**     THIS LICENSE AGREEMENT (“Agreement”) is entered into and effective this 1st day ofOctober, 2000, by and between sutura, Inc., a Delaware corporation having a place of business at17080 Newhope Street, Fountain Valley, California 92708 (“Sutura”) and Sucor, Inc., aCalifornia corporation having a place of business at 3520 W. Warner Avenue, Santa Ana,California 92704 (“Sucor”).**RECITALS**     A. WHEREAS, Sutura has acquired certain intellectual property rights relating tosuturing devices and suturing accessories, which are defined below as “Sutura Rights”;     B. WHEREAS, the Sutura Rights include certain rights owned by Sterilis, Inc., aCalifornia corporation, which have been exclusively licensed to Sutura for making, havingmade, using, selling (or otherwise disposing of), offering for sale and importing LicensedProducts solely within Sutura’s Field of Use;     C. WHEREAS, Sucor desires to obtain an exclusive, worldwide license under the SuturaRights to make, have made, use, sell, offer for sale, and import suturing devices andsuturing accessories solely for closing varicose veins, and Sutura is willing to grantsuch a license to Sucor; and     D. WHEREAS,prior to its execution, this Agreement was reviewed by eachparty’sattorneys and approved by each party’s Board of Directors.     NOW, THEREFORE, in consideration of the premises, mutual promises and covenants contained herein,the parties agree as follows:**I.****DEFINITIONS**     For purposes of this Agreement, the following terms shall have the meanings set forthbelow:     A. “Licensed Products” shall mean suturing devices capable of passing one ormore sutures through tissue, and suturing accessories which aid the suturing process,such as, but not limited to, knot pushers, suture cutters, and suture ties or clips.     B. “Sucor’s Field of Use” shall mean solely venous occlusion, including varicosevein closure.     C. “Sutura’s Field of Use” shall mean the vascular suturing field or market,excluding the field or market of suturing in obstetrics, gynecology and urology.     D. “Sutura/Sterilis Agreement” shall mean that certain agreement between Sutura,Inc. and Sterilis, Inc. dated May 25, 2000, entitled “Cross-License Agreement.”     E. “Sutura Patents” shall mean (1) the patent applications listed on Schedule A,(2) all patent applications claiming priority therefrom, including all divisionals,continuations
 

 
and continuations-in-part thereof, and in connection with provisional applications, all regularpatent applications claiming the benefit thereof, (3) all patents which may be granted on theforegoing patent applications, and (4) all reissues, re-examinations, and extensions thereof.     F. “Sutura Licensed Patents” shall mean (1) the patent applications listed onSchedule B, (2) all regular patent applications claiming the benefit of theapplications listed on Schedule B and which are licensed to Sutura under theSutura/Sterilis Agreement, (3) all patents which may be granted on the foregoingpatent applications and which are licensed to Sutura under theSutura/Sterilis Agreement, and (4) all reissues, re-examinations, and extensionsthereof which are licensed to Sutura under the Sutura/Sterilis Agreement.     G. “Sutura Information” shall mean all of Sutura’s trade secrets, proprietaryand/or confidential information, know-how, and other technology and informationrelating to the Licensed Products which is in existence as of the effective date ofthis agreement.     H. “Sutura Licensed Information” shall mean all of the Sterilis’ trade secrets,proprietary and/or confidential information, know-how, and other technology andinformation relating to the Licensed Products which is in existence as of theeffective date of this Agreement, and which Sterilis has licensed to Sutura under theSutura/Sterilis Agreement.     I. “Sutura Rights” shall mean the combination of Sutura Patents, Sutura LicensedPatents, Sutura Information, and Sutura Licensed Information, or any one of them.**II.****GRANT OF RIGHTS**     A. Sutura hereby grants to Sucor, and Sucor accepts an exclusive, worldwide licenseunder the Sutura Patents and Sutura Information to make, have made, use, sell (orotherwise dispose of), offer for sale and import Licensed Products solely within Sucor’sField of Use.     B. Sutura hereby grants to Sucor, and Sucor accepts an exclusive, worldwide sublicenseunder the Sutura Licensed Patents and Sutura Licensed Information to make, have made, use,sell (or otherwise dispose of), offer for sale and import Licensed Products solely withinSucor’s Field of Use.     C. Sucor shall have the right sublicense any of the rights granted to Sucor in thisAgreement.
 

 
**III.****PAYMENT**     A. As consideration for the license and sublicense granted herein, Sucor shall providethe following to Sutura upon execution of this Agreement: 1. a non-refundable license fee of One Hundred Thousand Dollars($100,000); and  2. 117,647 shares of common stock of Sucor.**IV.****CONFIDENTIALITY**     Sucor and its sublicensees, if any, shall maintain the confidentiality of the SuturaInformation and Sutura Licensed Information, and shall not disclose such information without the priorwritten consent of Sutura, which shall not be unreasonably withheld. This obligation ofconfidentiality shall not apply to (1) Sutura Information which is or becomes part of the publicdomain through no fault of Sucor; (2) Sutura Licensed Information which is or becomes part of thepublic domain through no fault of Sucor or Sutura; (3) Sutura Information which Sucor reasonablydemonstrates was already known to Sucor as of the effective date of this Agreement, as evidenced bypresently existing written documentation; or (4) Sutura Licensed Information which was known toSutura as of the effective date of the Sutura/Sterilis Agreement, as evidenced by writtendocumentation in existence as of the effective date of the Sutura/Sterilis Agreement.**V.****TERM AND TERMINATION** A. This Agreement shall terminate upon expiration of all of the Sutura Rights.  B. In order to carry out the intent of the parties, Sections V, VII, VIII, IX, X, andXI shall survive the expiration of this Agreement.**VI.****PATENT MARKING**     Sucor shall mark each Licensed Product that is made, used, sold or imported pursuant to theprovisions herein with a patent notice in compliance with the applicable statutory requirements.**VII.****OWNERSHIP OF RIGHTS**     Sucor acknowledges that this Agreement does not convey to Sucor any interest in the SuturaRights, except as expressly provided herein.**VIII.****ENFORCEMENT OF RIGHTS** A. Sucor, in its sole discretion and at its own expense, shall have the right,but not the obligation, to enforce the Sutura Rights in Sucor’s Field of Use.  B. Sutura, in its sole discretion and at its own expense, shall have the right, but not the obligation, to enforce theSutura Rights outside Sucor’s Field of Use.
 

 
     C. Each party agrees to cooperate with and assist the other party, at the expense of suchother party, in enforcing, protecting and defending the Sutura Rights to the extentreasonably necessary, including but not limited to,  being joined as a necessary ordesirable party to any legal proceedings.**IX.****WARRANTIES**     Sucor acknowledges that there are no representations, guarantees or warranties that any patentclaim that is being licensed, or that may be licensed, hereunder is valid or enforceable. Inaddition, nothing in this Agreement shall be construed as a warranty or representation thatanything made, used, sold or otherwise disposed of under any license granted in this Agreement isor will be free from infringement of patents of third parties.**X.****INDEMNIFICATION**     Sucor hereby agrees to indemnify, defend, and hold Sutura harmless from and against any and allclaims, liability, loss, costs, damage or expense (including attorneys’ fees and costs) arisingfrom or in any matter connected with: (i) the infringement or alleged infringement of any thirdparty rights resulting from Sucor’s manufacture or sale of Licensed Products; or (ii) the operationof Sucor’s business as it relates to this Agreement.**XI.****GENERAL PROVISIONS**     A. The parties hereby agree that this Agreement merely constitutes a licensingagreement, and that no agency, joint venture or partnership is created thereby, andthat neither party shall incur obligations in the name of the other party without saidother party’s prior written consent.     B. This Agreement shall be governed and construed in accordance with the laws ofthe State of California, and the parties agree that it is executed and delivered inthat state. In that event that any legal action becomes necessary to enforce orinterpret the terms of this Agreement, the prevailing party shall be entitled, inaddition to its court costs, to such reasonable attorneys’ fees, expert witness feesand legal expenses as may be fixed by a court of competent jurisdiction.     C. Any notice, request, demand, statement or other writing required or permittedby this Agreement shall be deemed sufficiently given to or made upon the partieshereto when personally received, delivered by first class certified or registeredmail, postage prepaid, or delivered by overnight express courier to the addresses setforth on the first page of this Agreement or such other address of which the partiesreceive written notice.     D. No failure or delay on the part of either party hereto in insisting upon orenforcing or resorting to any of its powers, rights, remedies, or options hereunder,and no partial or single exercise thereof, shall constitute a waiver of any suchpowers, rights, remedies or options, unless such waiver is in writing. Such waiver shall not constitute a waiver as to any subsequent and/or similarbreach or default.     E. If any provision of this Agreement should be held to be void orunenforceable, in whole or in part, the court or tribunal so holding shall reform theprovision to make it enforceable while maintaining the spirit and goal of theprovision, and if the court or tribunal finds it cannot so
 

 
reform that provision, such provision or part thereof shall be treated as severable, leavingvalid the remainder of this Agreement.     F. As to the subject matter hereof, this Agreement supersedes and cancels all previousagreements between the parties hereto. This Agreement constitutes the entire understandingand agreement of the parties, and there are no representations, warranties, promises, orundertakings other than those contained herein. No course of conduct or dealing betweenthe parties shall act as a modification or waiver of any provision of this Agreement, andno waiver or modification of any of the terms or provisions of this Agreement shall bevalid, unless contained in a single written document signed by both parties.     G. This Agreement may be assigned by either party without the consent of other party inconnection with the sale or transfer of substantially all or that party’s businessrelating to Licensed Products, provided that prompt written notice of such assignment ortransfer is provided to the other party. This Agreement shall be binding upon the partieshereto and their respective subsidiaries, affiliates, heirs, legal representatives,successors and assigns.     H. The headings in this Agreement are intended for convenience only, and shall not beused to interpret the meaning of this Agreement or to determine the rights of theparties.     I. Each party shall perform any further acts and sign and deliver any further documentsthat are reasonably necessary to effectuate the provisions of thespirit of this Agreement.[SIGNATURE PAGE FOLLOWS]
 

 
     IN WITNESS WHEREOF, the parties have caused this instrument to be executed, effective as of the dayand year first above written.                      SUTURA, INC.           Dated: OCTOBER 1, 2000   By: /s/ B. Wayne Johnson               Printed Name: B. Wayne Johnson      Title: PRESIDENT /COO               SUCOR, INC.           Dated: OCTOBER 1, 2000   By: /s/ Anthony Nobles               Printed Name: Anthony Nobles      Title :PRES. /CEZ  
 

 
**SCHEDULE A****PatentApplications:**           **Application**  **Title of Invention** **Country** **Number** **Filing Date**SUTURING DEVICE AND METHOD US 09/524,211 3/13/00       SUTURING DEVICE FOR SEALINGAN OPENING IN A BOLOOD VESSEL AU   2/23/99       SUTURING DEVICE FOR SEALING ANOPENING IN A BLOOD VESSEL CA   2/23/99       SUTURING DEVICE FOR SEALING ANOPENING IN A BLOOD VESSEL CN 99803869.5 2/23/99       SUTURING DEVICE FOR SEALING ANOPENING IN A BLOOD VESSEL OROTHER BIOLOGICAL STRUCTURE EP 99301495.0 3/1/99       SUTURING DEVICE FOR SEALING ANOPENING IN A BLOOD VESSEL OROTHER BIOLOGICAL STRUCTURE JP 544795/99 2/23/99       SUTURING DEVICE FOR SEALING ANOPENING IN A BLOOD VESSEL(AMEND PER PCT SEARCH REPT)   PCTUS99/03904 2/23/99       METHOD AND APPARATUS FORSUTURING   PCTUS96/13666 8/23/96       KNOT PUSHER US 09/571,759 5/15/00       KNOT PUSHER US 60/134,141 5/14/99       KNOT PUSHER   PCTUS00/13254 5/15/00       METHOD AND APPARATUS FOR TYINGSUTURE KNOTS US 60/223,196 8/4/00       SUTURINGDEVICE AND METHOD FOR SEALING ANOPENING IN A BLOOD VESSEL OROTHER BIOLOGICAL STRUCTURE US 09/471,866 12/23/99       SUTURE CUTTER US 60/228,267 8/25/00 i
 

 
**SCHEDULE A (Cont’d)****Patents:**               **Application**   **Patent**  **Title of Invention** **Country** **Number** **Filing Date** **Number** **Issue Date**METHOD ANDAPPARATUS FORSUTURING US 08/702,315 8/23/96 5,860,990 1/19/99           DEVICE AND METHODFOR SUTURING TISSUEADJACENT TO A BLOODVESSEL US 08/686,201 8/1/96 5,820,631 10/13/98           SUTURING DEVICE ANDMETHOD FOR SEALINGAN OPENING IN ABLOOD VESSEL OROTHER BIOLOGICALSTRUCTURE US 09/231,177 1/14/99 6,117,144 9/12/00 ii
 

 
**SCHEDULE B****Patent Applications:**           **Application**  **Title of Invention** **Country** **Number** **Filing Date**SUTURING METHOD ANDAPPARATUS US 60/211,763 6/14/00       CAVITY ENLARGER US 60/178,974 1/28/00
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