**Exhibit10.43**

LICENSE AGREEMENT

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

RECITALS:

A.                                   STSowns certain PATENTS, PROPRIETARY INFORMATION and TRADEMARKS relating toformulation, production and manufacture of coatings for medical devices.

B.                                        MTIwishes to acquire a license to such PATENTS and TECHNICAL INFORMATION as theyrelate to COATED PRODUCTS.

NOW, THEREFORE, inconsideration of the terms, conditions and covenants set forth herein, theparties agree as follows:

1.0                                 Definitions:

For purposes ofthis Agreement, the following definitions shall apply:

1.1                                 LICENSEDPATENTS means United States Patent Application to be filed by STS duringcalendar year 1996 for lubricious hydrogel coating layers incorporatingpolymers other than cellulose esters and United States Patents which issuetherefrom, their foreign counterparts, and any division, continuation,continuation-in-part, reissue, or extension thereof.

1.2                                 PROPRIETARYINFORMATION means unpublished research and development information, market andbusiness information, unpatented inventions, know-how, trade secrets,manufacturing information, formulations, and technical data in the possessionof STS at the effective date of this Agreement and thereafter which is neededto produce LICENSED PRODUCTS

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

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

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1.5                                   COATEDPRODUCTS means any device used in vasculature access procedures manufactured byor for MTI incorporating the application of COATING on any part or component ofeach such device.

1.6                                 NETSALES means the total of gross receipts, from the sale of COATED PRODUCTS byMTI and any RELATED COMPANY in any arm’s-length transactions to unrelated thirdparty distributors, retailers, or end-users, less discounts allowed todistributors, discounts allowed dealers, refunds, replacements or creditsallowed to purchasers for return of COATED PRODUCT or as reimbursement for damagedCOATED PRODUCT, freight, postage, insurance and other shipping charges, salesand use taxes, customs duties and any other governmental charges imposed on theproduction, importation, use or sale of COATED PRODUCTS except income taxes.Should MTI sell COATED PRODUCTS in combination with other products, then theNET SALES shall be based on the average price charged during the applicablequarter by MTI for the COATED PRODUCTS when separately invoiced or priced. Inthe event that the COATED PRODUCTS have not been sold or invoiced during theapplicable quarter, the price for that quarter shall be the same as the priceat which COATED PRODUCT was sold in the most. recent quarter prior thereto: Ifthe COATED PRODUCTS have not been separately invoiced or sold for two (2)quarters prior to the applicable quarter, the NET SALES shall be computed bythe ratio that MTI’S cost of manufacturing the COATED PRODUCTS bears to itscost of manufacturing the combination of products which the COATED PRODUCT is apart, multiplied by the NET SALES of such product.

1.7                                 RELATEDCOMPANY means any parent, subsidiary or affiliate company of MTI or anysubsidiary of any parent or subsidiary of MTI and any company controlled orowned in part or whole by MTI and/or any of its officers, directors orshareholders.

1.8                                 TERRITORYmeans worldwide.

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

2.0                                 Grant

2.1                                 STShereby grants to MTI a non-exclusive license under the LICENSED PATENTS to theCOATING in order for MTI to make, have made, import, offer for sale, sell anduse COATED PRODUCTS in the TERRITORY.

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2.2                                 STShereby grants to MTI a non-exclusive license to use the PROPRIETARY INFORMATIONin connection with making, having made, importing, offering for sale, sellingand using COATED PRODUCTS in the TERRITORY.

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

3.0                                 Royalties

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

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

3.3                                  Theobligation to pay royalties to STS under this Article is imposed only once withrespect to any single unit of COATED PRODUCT.

3.4                                  Overduepayment to STS shall accrue interest, which MTI shall pay monthly to STS, atthree percent (3%) above the prime rate posted by Chase Manhattan Bank, NewYork, NY, USA. Overdue payments shall be considered a material breach of thisAgreement without regard to interest due or paid.

3.5                                  Thepayment of royalties as set forth in this Article is in addition to thepurchase price of the COATING and of coating services which are to beseparately established between STS and MTI.

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

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quantity of each productsold within each country of sale. MTI shall keep accurate records in sufficientdetail to enable the aforesaid payments to be determined. At STS’s request andexpense, MTI shall permit an independent certified public accountant acceptableto MTI to have access during regular business hours and upon reasonable noticeto MTI to such of the records of MTI as may be necessary to verify the accuracyof the reports required under this Agreement.

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

6.0                             Confidentiality

6.1                                      MTIagrees to treat as confidential any and all PROPRIETARY INFORMATION obtainedfrom STS and MTI and STS agree to treat as confidential any and allCONFIDENTIAL INFORMATION obtained from the other party and to that end furtheragree:

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

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

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

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INFORMATION orCONFIDENTIAL INFORMATION is disclosed to be bound by like obligations ofconfidentiality and non-use.

6.2                                      Uponthe termination of this Agreement, the receiving party shall return to thedisclosing party, within two (2) months of termination, any and all PROPRIETARYINFORMATION and CONFIDENTIAL INFORMATION, including documents, specimens, data,drawings, formulas, specifications, technical manuals, samples, and the likeprovided to receiving party by disclosing party, or receiving party shallaffirm in writing by an officer thereof the destruction of all records whichinclude or disclose PROPRIETARY INFORMATION or CONFIDENTIAL INFORMATIONdisclosed to receiving party by disclosing party under this Agreement.

6.3                                      Theobligations of this Agreement shall not apply to any information disclosed bydisclosing party to receiving party which:

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

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

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

If any part of thePROPRIETARY INFORMATION or CONFIDENTIAL INFORMATION disclosed should ever meetany of the criteria established in the above subparagraphs, the receiving partyshall still be obliged to maintain in confidence any other part of thePROPRIETARY INFORMATION and CONFIDENTIAL INFORMATION which does not meet saidcriteria.

7.0                              Technicalassistance. Promptly following the execution of this Agreement and on acontinuing basis during the term of this Agreement, STS shall furnish to MTI,at MTl’s request, the services of STS employees having knowledge of theLICENSED PATENTS and PROPRIETARY INFORMATION necessary for the performance ofthis Agreement; provided that MTI shall (a) reimburse STS for the reasonabletravel and living expenses incurred by such technical personnel for travelrequested by MTI hereunder, and (b) pay STS an hourly charge of $90 per hourfor such services.

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

9.0                              EffectiveDate and Term.

9.1                                  ThisAgreement will become effective on the day and year first written above andshall continue until the expiration or invalidation by a competent authority ofall patents covered under LICENSED PATENTS.

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

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

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

9.5                                  Ifeither party should exercise its right to terminate this Agreement under theprovisions of Sections 9.2, 9.3 or 9.4 above, then MTl’s rights and licensesunder Section 2.0 hereof shall immediately terminate, including its right tomake further use of the PROPRIETARY INFORMATION acquired from STS under thisAgreement. However, MTl’s obligation to hold PROPRIETARY INFORMATION inconfidence pursuant to Section 6.0 of this Agreement shall remain in effect forfive (5) years following termination.

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9.6                                  Terminationof this Agreement shall not relieve either party of obligations incurred priorto termination.

10.0                           Infringement:

10.1                           Inthe event that STS shall fail, within thirty (30) days of notice by MTI of anymaterial infringement, direct or contributory, by a third party of rightsgranted to MTI in Section 2.0 hereunder, to institute legal action to end suchinfringement, MTI shall have the right, at that time, and at its option, toinitiate and prosecute such action, in its own or STS’s name, but at MTI’s solecost and expense; provided, however, that STS shall cooperate fully with MTI inthe initiation and prosecution of such action. At the termination of such action, MTI may deduct from the royalties dueto STS its costs and expenses, including its attorney’s fees, of prosecutingsuch action.  Any recovery, by way ofjudgment damages or of a possible license, shall be divided equally between STSand MTI after deducting the costs and expenses of such action.

10.2                           Shouldany patent infringement action be brought, or threatened, against MTI as aresult of MTI’s exercising of rights granted to it hereunder, MTI shallpromptly notify STS.  STS may, at itsoption, defend MTI.  If STS does notdefend the MTI, then royalties earned with respect to that country shall beapplied to the costs and expenses, including attorneys’ fees, of litigation anddamages, if any, incurred by MTI. Any excess of such accrued royalties shall bepaid to STS.

11.0                           Indemnification.

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

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

11.3                           Asa condition to the indemnified party’s right to indemnification under thisArticle 11, the indemnified party shall give prompt notice to the indemnifyingparty of any suits, claims or demand by third parties or the indemnified partywhich may give rise to any loss for which

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

12.0                           General

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

12.2                           EntireAgreement. This Agreement contains the entire agreement between the partieshereto with respect to the subject matter 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 by either of the parties of any breach of anyprovision hereof by the other party shall not be construed to be waiver of anysucceeding breach of such provision or to be a waiver of the enforceability ofthe provision itself.

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

12.5                           Arbitration.Any dispute or controversy arising out of or with respect to this Agreementshall be subject to binding arbitration in Rochester, New York, or in anotherlocation if the parties so agree, under the Commercial Rules of the AmericanArbitration Association. Any resulting award shall be final, binding, andnonappealable and may be entered in any court of competent jurisdiction in anycountry to enforce it and the parties consent to personal jurisdiction in anysuch court.

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

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

If to STS:

STS Biopolymers, Inc.

336 Summit Point Drive

Henrietta, New York 14467

Attention:President

If to MTI:

Micro Therapeutics, Inc.

1062-F Calle Negocio

San Clemente, California 92673

Attention:Vice President R&D

12.8                           Survivalof Certain Terms.  Paragraphs 4.0,6.0, 9.6, 10.2 and 11.0 shall survive termination of this Agreement for anyreason.

IN WITNESS WHEREOF, theparties hereto have caused this Agreement to be executed effective the day andyear set forth above.
|                     |                  |
|--------------------------|-----------------------|
| Micro Therapeutics, Inc. | STS Biopolymers, Inc. |
| By:                      | /s/Robert Green       |   | By: | /s/Richard D. Richmond |   |
| Its:                     | V.P. R&D          |   | Its: | President |   |

 

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