**Exhibit10.46**

**LICENSEAGREEMENT**

ThisLicense Agreement (this “Agreement”) is made as of December 9, 1999 by andbetween Biocoat, Incorporated (“Biocoat”), a Pennsylvania corporation with itsprincipal place of business at 455 Pennsylvania Ave., Fort Washington, PA 19034and Micro Therapeutics, Inc. (“MTI”) a California corporation with itsprincipal place of business at:  2Goodyear, Irvine, California 92618.

WHEREAS,Biocoat owns patent rights and is licensed under patent rights of others withthe right to sublicense, and possesses know-how and technical informationrelating to lubricious hydrophilic coatings, for application to medicaldevices, such as catheters and guidewires, and

WHEREAS,MTI desires to obtain a license from Biocoat under such patent rights and tohave access to Biocoat know-how and technical information to enable MTI toapply such coatings, to be furnished by Biocoat, to certain products andBiocoat is agreeable to granting such a license pursuant to the terms of thisAgreement,

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

1.0                                 Definitions.  For purposes of this Agreement, the followingdefinitions shall apply:

1.1                                 “Affiliate”means, with respect to any party, its direct or indirect parent company, ifany, and any company, firm or other entity more than fifty percent (50%) ofwhose issued and

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voting capital orshare participation is owned or controlled, directly or indirectly, by suchparty or by its parent company, but only for so long as such ownership orcontrol shall continue.

1.2                                 “Product”means any of the products described in Schedule A, which is attached to andmade part of this Agreement.  MTIreserves t he right to add and/or modify Schedule A for newly developedproducts, subject to approval by Biocoat, which approval will not be withheldunless the change conflicts with contractual obligations to a third party.

1.3                                 “NetSales” means the net billings of MTI and its Affiliates from sales ofLicensed Products to unaffiliated (i.e., other than Affiliate) third parties,after deducting normal and customary cash and trade discounts, returns,allowances and commissions to agents, and any excise, sales or use or othersimilar taxes.

1.4                                 “Field”means devices used in vascular access procedures.

1.5                                 “MedicalDevice Company” means a company which manufactures or markets “finisheddevices” as that term is defined in the Current Good Manufacturing Practiceregulation of the U.S. Food and Drug Administration.

1.6                                 “Patents”means the patents and patent application described in Schedule B, which isattached to and made a part of this Agreement.

1.7                                 “Technology”means any process for applying a coating of hyaluronan to medical devicesutilizing any adhesive

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layer consistingof acrylic copolymers.

1.8                                 “ProprietaryInformation” means all know-how, trade secrets, inventions, data,technology, and information, owned, acquired, developed or controlled by, orlicensed to, Biocoat relating to the Patents or the Technology which is used oruseful with respect to Licensed Products, including the composition andprocesses for producing the acrylic copolymers and hyaluronan solutions.

1.9                                 “LicensedProduct” means any Product indicated for use in the Field which isprocessed with a coating of hyaluronan using the Patents or the ProprietaryInformation.

1.10                           “Territory”means all countries of the world.

2.0                                 Grant.

2.1                                 Subjectto the terms of this Agreement, Biocoat hereby grants to MTI non-exclusivelicenses in the Territory under the Patents and the Proprietary Information, tomake, have made, use and sell Licensed Products with respect to those Productsidentified in Schedule A.  The foregoingnon-exclusive license does not include the right to grant sublicenses.

2.2                                 Biocoathereby retains the right to develop coatings for, supply coatings to, and enterinto coatings license and supply agreements with third parties so long as suchagreements do not conflict with the rights of MTI pursuant to this Agreement.

2.3                                 Biocoathereby grants to MTI a fully paid, royalty-free license to use the trademarkHYDAK in connection with the Licensed Products made or sold pursuant to thisAgreement. This

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trademark licenseshall be in effect only during the term of this Agreement.  MTI agrees that Biocoat shall have fullcontrol over the manner in which MTI uses this licensed mark, and shall permitrepresentatives of Biocoat to make inspections of the facilities of MTI duringnormal business hours and with reasonable notice, to insure that the requirementsof this license are fulfilled.  All useof the licensed mark, by MTI, shall inure to the benefit of Biocoat and MTIshall not acquire any ownership rights in the mark by reason of such use.

2.4                                 MTIagrees to include relevant numbers of the Patents in the labeling informationsupplied with Licensed Products.

2.5                                 Biocoatagrees to supply the proprietary acrylic copolymers and hyaluronan solutionsneeded to produce the Licensed Products, as set forth in Schedule C, which isattached to and make a part of this Agreement.

Inthe event that Biocoat is not able to produce and deliver the acryliccopolymers or hyaluronan solutions for a period of sixty (60) days or more, itwill promptly advise MTI of such fact and provide the formulas and processdescription for producing the acrylic copolymers to MTI.

Inorder to ensure that the formulas and process description are delivered,Biocoat will, within ninety (90) days of the date of this Agreement, deliver inescrow the formulas and process description to William H. Eilberg, Esq., 420Old York Road, Jenkington, PA 19046, with instructions to deliver such to

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MTI in the eventabove stated, or in case Biocoat ceases to exist without there being a rightfulAssignee under Section 12.1 of this Agreement.

2.6                                 IfBiocoat makes any developments or improvements to the Technology, whether ornot such are patented, Biocoat shall notify MTI of the existence of suchdevelopment or improvement, including sufficient technical detail so that MTIcan understand the significance of the development or improvement, and willoffer MTI an opportunity to license such development or improvements on termsto be negotiated.  Notwithstanding thepreceding sentence, Biocoat shall have not obligations to notify MTI ofimprovements or developments if such notification would violate an agreementbetween Biocoat and a third party.  IfMTI chooses not to license such development or improvement, Biocoat shall haveno further obligation to MTI with respect to such development or improvement.

3.0                                 Payments.  In consideration of the licenses and otherrights granted to MTI herein and the disclosure to MTI of ProprietaryInformation, MTI shall make payments to Biocoat as follows:

3.1                                 MTIhereby agrees to pay a license fee of twenty-five thousand U.S. dollars, ($25,000),reduced by previously paid development costs incurred by MTI of $6,966.76, fora net payment of $18,033.24 to Biocoat with the signing of this Agreement.

3.2                                 Exceptas modified by Sections 3.3 and 8.2, for each three (3) months period ending onthe last day of March,

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June, September orDecember after MTI executes this Agreement, MTI shall pay to Biocoat, in U.S.dollars, a royalty amount calculated in accordance with the rates set forth inSchedule D which is attached to and made a part of this Agreement.  Quarterly royalty payments shall be madewithin forty five (45) days after the end of such three (3) month period.

3.3                                 If,for any Licensed Product, in any calendar year, the number of units of suchLicensed Product sold to any and all unaffiliated (i.e., other than anAffiliates) Medical Device Companies (“OEM” sales or units) exceeds 10% of thetotal units sold of such Licensed Product, MTI shall adjust the calculation ofNet Sales for such Licensed Product by applying the average per unit price fornon-OEM sales (instead of the average per unit price for OEM sales) to the OEMunits sold.

Ifit is not possible to determine the average unit price for non-OEM sales, itshall be assumed that the average unit price for non-OEM sales is two times theaverage unit price for OEM sales.

3.4                                 Overduepayments to Biocoat shall accrue interest, which MTI shall pay to Biocoat, at3% above the prime rate posted by Chase Manhattan Bank, New York, NY.

3.5                                 Thepayment of royalties as set forth in this Article and in Schedule C is inaddition to the purchase price of the coating solutions as set forth inSchedule C.

4.0                                 Accountingand Audit.

4.1                                 Therate of exchange to be used in computing the

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amount of the U.S.Dollar equivalent of the currency in which non-U.S. sales may be expressedshall be the commercial exchange rate in effect in New York, New York, on thedate on which payment for such Net Sales is due.

4.2                                 Accompanyingeach quarterly royalty payment, MTI will provide Biocoat with a statement whichitemizes the amount of royalty due, by Product. MTI shall keep accurate records in sufficient detail to enable theaforesaid payments to be determined.

4.3                                 AtBiocoat’s request and expense, MTI shall permit an independent certified publicaccountant to have access once in each royalty year, during regular businesshours and upon reasonable notice to MTI, to such of the records of MTI as maybe necessary to verify the accuracy of the reports required under thisAgreement.  If, in any royalty year adeficiency in excess of five (5%) percent exists, MTI shall reimburse Biocoatfor the reasonable fee and expenses of such audit; MTI shall pay any suchdeficiency with interest thereon as set forth in Article 3.3

5.0                                 Confidentiality.  Each party undertakes to keep secret andconfidential and not to disclose to any third party any Proprietary Informationdisclosed to it by the other party or learned by it from the other party in thecourse of implementing this Agreement except:

(a)                                  Informationwhich at the time of disclosure is in the public domain or publicly known oravailable;

(b)                                 Informationwhich, after disclosure, becomes

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part of the publicdomain or publicly known or available by publication or otherwise, except bybreach of this Agreement by the receiving party;

(c)                                  Informationwhich the receiver receives from a third party; provided, however, that suchinformation was not illegally or improperly obtained by such third party fromthe other party; and

(d)                                 Informationwhich the receiver derives independently of such disclosure.

Notwithstanding the above, it shall not be a breach of this Agreement for a partyto disclose the existence of this Agreement or the identity of the other party.

6.0                                 TechnicalAssistance.  Following the executionof this Agreement, Biocoat shall furnish personnel having knowledge of theProprietary Information to consult with MTI technical personnel concerning theapplications of the Technology to the Licensed Products, provided that MTIshall (a) reimburse Biocoat for the reasonable travel and living expensesincurred by such personnel for travel requested by MTI hereunder, and (b) payBiocoat a charge of $750 per person per day. Biocoat may increase this per person per day charge from time to timebut the rate of such increase shall not exceed increases in the Consumer PriceIndex.

7.0                                 Warranty.

7.1                                 Biocoatrepresents and warrants that it is the owner of the trademark Hydak and allright, title and interest in and to the Patents listed in the top section ofSchedule B and has

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been licensed underthe Biomatrix patents listed in the bottom section of Schedule B and has theunrestricted power and authority to grant the licenses and give access to theProprietary Information as provided herein. Biocoat represents and warrants that as of the date of this Agreement ithas no knowledge of any pending or threatened litigation against Biocoat whichmight impair the rights licensed hereunder, nor does it have knowledge of anydominant patens or patent rights which might reasonably be infringed by MTI manufacture,use and sale of the Licensed Products.

8.0                                 Term.

8.1                                 ThisAgreement, unless earlier terminated as provided for in Section 8.4 hereof,terminates upon the later of:  (1) theexpiration of the last to expire of the Patents; or (2) fifteen (15) yearsafter the date of this Agreement.

8.2                                 Afterthe expiration of the last to expire of the Patents, this Agreement convertsfrom a patent license to a license of know-how at that point and the royaltyamounts payable in accordance with Section 3.2 shall be calculated inaccordance with the rates as set forth in Scheduled D to this Agreement.

8.3                                 Theprovisions of Sections 4.0, 5.0 and 10.0 shall survive the expiration ortermination of this Agreement.

8.4                                 Ifeither party hereto shall commit any breach of any material provision of thisAgreement, and shall not, within sixty (60) days written notice of such breachby the other party, correct such breach, then such other party shall have theright to terminate this Agreement upon a further thirty (30) days notice to thebreaching party.  The right of eitherparty to take such action shall not be affected in any way by its failure totake any action with respect to any previous breach.

8.5                                 Uponany termination of this Agreement by MTI under Section 8.4 hereof, all rightsranted herein to MTI shall terminate. Termination of this Agreement for any reason s hall be without prejudiceto Biocoat’s right to receive all payments accrued under Section 3.0 hereofprior to the effective date of

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suchtermination and any other remedies which any party may otherwise have.

8.6                                 Noparty shall be liable for failure of or delay in performing any obligation setforth in this Agreement, and no party shall be deemed in breach of itsobligations hereunder, if such failure or delay is due to natural disasters orany causes reasonably beyond the control of such party.

8.7                                 Terminationof this Agreement under Section 8.4 hereof shall not relieve either party ofobligations incurred prior to termination.

9.0                                 Infringement.  If at any time during the term of thisAgreement either MTI or Biocoat (a “party”) shall become aware of any thirdparty’s infringement or threatened infringement in the Field of any Patentclaim or claims embracing a Licensed Product sold by MTI the followingprovisions shall apply:

9.1                                 Theparty having such knowledge shall forthwith give notice to the otherparty.  If there is disagreement betweenthe parties as to whether the act complained of is in fact an

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infringement ofany patent claim or claims, the parties shall refer such issue to a mutuallyacceptable independent patent counsel. The opinion of such counsel shall be final and binding on the partiesand costs incurred in that regard shall be shared fifty percent (50%) by MTI andfifty percent (50%) by Biocoat.

9.2                                 Ifwithin ninety (90) days following receipt of notice from MTI to Biocoat of anysuch infringement or ninety (90) days after receipt of the opinion ofindependent patent counsel concluding existence of such infringement, Biocoatfails to halt such infringement or to initiate litigation to do so, MTI shallhave the right to initiate such litigation in its own name or in the name ofBiocoat as it deems necessary or appropriate. Biocoat shall cooperate with MTI as is reasonably necessary in any suchlitigation brought by MTI in its own name or in Biocoat’s name.  In addition, Biocoat shall have the right todetermine what proportion, if any, of the expenses of such litigation it willbear by providing written notice thereof to MTI within thirty (30) days of thedate of receipt by Biocoat of notice that MTI has initiated litigation (it isunderstood by the parties that the proportion of expenses borne by Biocoatshall determine Biocoat’s s hare of monetary recover as provided in Section 9.3below).

9.3                                 Inthe event any monetary recovery in connection with such litigation is obtained(regardless of whether MTI or Biocoat brought such litigation ), such monetaryrecovery shall be applied in the following priority:  first, to the reimbursement of Biocoat andMTI for their out-of-pocket expenses (including

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reasonableattorneys fees) in connection with such litigation; second, the balance to beshared by Biocoat and MTI in proportion to the amounts spent by the parties inconducting the litigation as provided in Section 9.2 above.  If the monetary recovery is less than theout-of-pocket expenses of Biocoat and MTI, reimbursement of these expensesshall be on a pro-rata basis.  If themonetary recover is less than the out-of-pocket expenses of Biocoat and MTI,reimbursement of these expenses shall be in proportion to the amount spent bythe parties in conducting the litigation as provided herein.

10.0                           Indemnification.  MTI shall indemnify and hold Biocoat (as wellas its Directors and Officers) harmless from and against any and all expenses(including any and all attorneys fees), claims, demands, liabilities or moneyjudgments for death or bodily injury incurred by or rendered against Biocoatwhich arise out of or are related to the use, manufacturing, sale ordistribution of a Licensed Product by MTI.

11.0                           Insurance.  MTI shall provide Biocoat evidence of productliability coverage naming Biocoat as an additional insured.

12.0                           General.

12.1                           Assignment.  Neither MTI nor Biocoat shall have the rightto assign (including by sale, merger or, otherwise by operation of law) any orall of its rights and obligations under this Agreement without the priorwritten consent of the other party, which consent shall not be unreasonablywithheld, except that consent shall not be required in the event of a sale by

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either MTI or Biocoatof substantially all of its assets to another entity, provided that such otherentity undertakes to accept all terms and conditions hereof and carry out allobligations hereunder.

ThisAgreement and all rights and obligations hereunder shall be binding upon andshall inure to the benefit of the respective successors, assignees whorightfully become an Assignee, under this Section.

12.2                           EntireAgreement.  This Agreement containsthe entire agreement between the parties hereto in respect of the subjectmatter hereof.  This Agreement may not bereleased, discharged, abandoned, changed or modified in any manner except by aninstrument in writing signed by a duly authorized officer of each of theparties hereto.

12.3                           Waiverand Severability.  The waiver byeither of the parties of any breach of any provision hereof by the other partyshall not be construed to be a waiver of any succeeding breach of suchprovision or to be a waiver of the enforceability of the provision itself.

12.4                           GoverningLaw.  This Agreement shall beconstrued and interpreted in accordance with the laws of the Commonwealth ofPennsylvania whose courts shall, except as limited by the provisions of thebinding arbitration provisions of Section 12.5 below, have jurisdiction overthe parties hereto and all matters arising hereunder.

12.5                           Arbitration.  The parties agree that any disputes

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arising under thisAgreement that cannot be resolved by the parties shall be submitted to bindingarbitration in Philadelphia, PA.  Bothparties agree to be bound, and to abide by the decision reached in sucharbitration including the entry of judgment upon the award of the arbitrator(s)in such arbitration.

12.6                           Invalidity.  If any of the provisions of this Agreement isheld to be invalid or unenforceable, such invalidity or unenforceability shallnot affect any other provision of this Agreement.

12.7                           Notice.  Any notice required or to be given hereundershall be considered delivered when deposited, postage prepaid, in the UnitedStates mail, certified or registered mail, or by telecopier, to the address ofthe other party as specified below or as subsequently modified in writing bythe parties.

If to Biocoat:

455Pennsylvania Ave.

FortWashington, PA  19034

Attn: President

If to MTI:

2Goodyear

Irvine,CA  92618

Attn:  V.P. of Operations

INWITNESS WHEREOF, the parties hereto have caused this Agreement to be executedeffective the day and year set forth

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below, under theMTI signature.
| Micro Therapeutics, Inc. |                  | Biocoat, Incorporated |
|--------------------------|-----------------------|-----------------------|
| By:                      | /s/William M.  McLain |                  |   | By: | /s/Djoerd Hoekstra |   |
|                     |                  |                  |   |   | Djoerd Hoekstra |   |
|                     |                  |                  |   |   | President |   |
|                     |                  |                  |
| Date:                    | 12/8/99               |                  |   | Date: | 12/03/99 |   |
|                          |                       |                       |  |  |  |  |  |  |  |  |

 

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SCHEDULE A

PRODUCTS
| Model #            | ** ** | **Name** | ** ** | **Description**                                   |
|--------------------|------------|----------|------------|---------------------------------------------------|
|               |       |     |       |                                              |
| 105-5080           |       | REBAR-14 |       | OTW MICROCATHETER .0165”                     |
|               |       |     |       |                                              |
| 105-5082  105-5083 |       | REBAR-18 |       | OTW  MICROCATHETER .021” OF VARIOUS LENGTHS  |
| 105-5084           |       |     |       |                                              |
|               |       |     |       |                                              |
| 105-5085  105-5086 |       | REBAR-HF |       | OTW  MICROCATHETER .027” OF VARIOIUS LENGTHS |

 

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SCHEDULE B

Patents of Biocoat,Incorporated
| U.S. Patents | ** ** | **Expiration Date** | ** ** |
|--------------|------------|---------------------|------------|
|         |       |                |       |
| 4,663,233    |       | October 24, 2005    |       |
| 4,801,475    |       | January 31, 2006    |       |
| 5,023,114    |       | January 31, 2006    |       |
| 5,037,677    |       | January 31, 2006    |       |

 

Foreign Patents
| France        |   | 90 08988  |   |
|---------------|--------|-----------|--------|
| France        |   | 85 12625  |   |
| Great Britain |   | 2,163,436 |   |
| Israel        |   | 75729     |   |
| Germany       |   | 3529758   |   |

 

Patents of Biomatrix,Inc.
| U.S. Patents | ** ** | **Expiration Date** | ** ** |
|-------------------|------------|--------------------------|------------|
|              |       |                     |       |
| 4,487,865         |       | December  11, 2001       |       |
| 4,500,676         |       | December 11, 2001        |       |

 

Foreign Patents
| Canada        |   | 1,223,383 |   | 1,218,776  |   |
|---------------|--------|-----------|--------|------------|--------|
| Australia     |   | 55,1704   |   | 551,728    |   |
| Japan         |   | 1,481,361 |   | None       |   |
| Great Britain |   | 2,151,247 |   | 2,151,246  |   |
| France        |   | 84-17,955 |   | 84-17,954  |   |
| Germany       |   | 3,434,123 |   | 3,434,042  |   |
| Italy         |   | 1,178,587 |   | 1,178,5868 |   |

 

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SCHEDULE C

MTIshall purchase all proprietary acrylic copolymers and hyaluronan solutions usedto make Licensed Products from Biocoat.

MTIhas no minimum purchase requirement of such polymers.

Biocoatwill certify each batch of polymer supplied to MTI with regard to conformancewith agreed upon specifications.

Thecurrent (1999) cost for the Hydak G-23 acrylic copolymer equals $300 per liter,plus shipping.  The current cost for theHydak A-14 hyaluronan solution depends on volume as follows:
| At 4 liters/week or less | – cost is  $500/liter |
|--------------------------|----------------------------|
| At 6 liters/week         | – cost is  $450/liter |
| At 8 liters/week or more | – cost is  $400/liter |

 

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SCHEDULE D

ROYALTY RATESCHEDULE

1.               ROYALTY RATE –Patent License (until expiration of the last to expire patents on January 31,2006).

a.               For the firstmillion U.S. dollars of Net Sales in a given calendar year, the rate will be5%.

b.              For Net Sales overone million U.S. dollars in a given calendar year, the rate will be 3%.

2.               ROYALTY RATE –Know-How License

a.               For the firstmillion U.S. dollars of Net Sales in a given calendar year, the rate will be2.5%.

b.              For Net Sales overone million U.S. dollars in a given calendar year, the rate will be 1.5%.

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