Exhibit 10.2


LICENSE
AGREEMENT


This LICENSE AGREEMENT (this “Agreement”) is
made and entered into this 30th day of June, 2007 (the “Effective
Date”), by and between Gish Biomedical, Inc., a California corporation (“Licensor”),
and CardioTech International, Inc., a Massachusetts corporation (“Licensee”).  Licensor and Licensee will be referred to
herein collectively as the “Parties,” and each individually as a “Party.”


WHEREAS, Licensor and Licensee have entered into that
certain Stock Purchase Agreement, dated June 30, 2007 (the “SPA”),
pursuant to which, among other things, MEDOS Medizintechnik AG, a company
organized under the laws of the Federal Republic of Germany (“MEDOS”),
will acquire all of the issued and outstanding capital stock of Licensor from
Licensee;


WHEREAS, the SPA contemplates that the Parties will
enter into this Agreement at Closing (as defined in the SPA);


WHEREAS, Licensor owns certain intellectual property
related to coating techniques for medical devices, and Licensor intends to
license such intellectual property to Licensee on a non-exclusive basis so that
Licensee may continue to make and sell certain Products (as defined below),
subject to the terms and conditions of this Agreement.


NOW, THEREFORE, the Parties agree as follows:


1.             DEFINITIONS


1.1.          Capitalized terms not otherwise defined
herein shall have the meanings given to such terms in the SPA.  In addition, the following terms shall have
the following meanings:


“Change of Control” means the occurrence of any
of the following events: (i) Licensee directly or indirectly sells,
conveys or otherwise disposes of all or substantially all of Licensee’s assets
or business to a Third Party; (ii) Licensee or any of its controlling
Affiliates merges with or into or consolidates with any Third Party; (iii)
there occurs any transaction or series of related transactions as a result of
which twenty percent (20%) or more of the equity securities of Licensee or any
of its controlling Affiliates are held, directly or indirectly, by a Third
Party; or (iv) any other transaction or series of related transactions as a
result of which a Third Party is able to elect a majority of the members of the
board of directors of Licensee or any of its controlling Affiliates.  For the purpose of this definition, a “controlling
Affiliate” is an Affiliate that “controls” Licensee, as “control” is used in
the definition of “Affiliate” in the SPA.


“Confidential Information” has the meaning set
forth in Section 7.3.


“Field” means any field of use other than the
development, manufacture, production, marketing or supply of products or
services, or conduct of other commercial activities, of the kind developed,
manufactured, produced, marketed, supplied or conducted by



 1
 









Licensor, MEDOS or any of
their respective Affiliates prior to Closing or during the Restricted
Period.  Notwithstanding the foregoing,
the Field shall include the sale of materials by Licensee to Third Parties so
long as such Third Parties do not directly or indirectly manufacture,
distribute and/or sell products with respect to (i) cardiovascular surgery,
including oxygenators, (ii) cardioplegia systems, (iii) Extra Corporeal
Membrane Oxygenation (“ECMO”) pumps, or (iv) drivers to be used with
such ECMO pumps, ventricle assist devices or total artificial hearts.


“Improvements” means any and all improvements,
modifications or derivative works made to, or created from, any Licensed
Technology.


“Know-How” means any confidential unpatented or
unpatentable invention, development, discovery, technology, biological material,
compound, probe, sequence, technical information, method or other confidential
information or material, in all cases to the extent, but only to the extent,
not in the public domain.


“Licensed Technology” means the Patent Rights
identified on Exhibit A attached hereto and Know-How related thereto as
and to the extent owned by Licensor as of the Effective Date.


“Patent Right” means any and all U.S. or
non-U.S. (a) patents, (b) patent applications, including all provisional
applications, substitutions, continuations, continuations-in-part, divisions,
renewals, and all patents granted thereon, (c) patents-of-addition, reissues,
reexaminations and extensions or restorations by existing or future extension
or restoration mechanisms, including supplementary protection certificates or
the equivalent thereof, and (d) any other form of government-issued right
substantially similar to any of the foregoing.


“Product” means any product of Licensee that,
but for the license granted to Licensee hereunder, would infringe,
misappropriate or otherwise violate (as applicable) any of the Licensed
Technology.


“Subsidiaries” means Licensee’s wholly-owned
subsidiaries as such exist from time to time on or after the Effective Date for
so long as such subsidiaries remain wholly owned by Licensee.


“Term” has the meaning set forth in
Section 6.1.


“Territory” means the United States, its
territories and possessions.


“Third Party” means any Person other than
Licensor, Licensee and any Subsidiaries.


2.             LICENSE GRANT


2.1.          Limited
License.  Subject to the rights of
MEDOS under the SPA and to the terms and conditions of this Agreement, Licensor
hereby grants to Licensee a non-exclusive, royalty-free, revocable,
sublicensable (subject to Section 2.3), limited license for the Term under
the Licensed Technology solely to make, have made, import, have imported, use,
sell and offer to sell Products in the Field in the Territory.



 2
 









2.2.          No
Implied Rights.  Licensor reserves
all rights not expressly granted under Section 2.1.


2.3.          Sublicenses.  Licensee may only sublicense its rights under
Section 2.1 to Subsidiaries.  If, at
any time, any Subsidiary ceases to be wholly owned by Licensee, any sublicense
to such Subsidiary shall immediately terminate without any need for action on
the part of Licensor, Licensee or such Subsidiary.  Each permitted sublicense shall be in writing
and shall contain provisions that protect Licensor’s rights to at least the
same extent that this Agreement and the SPA protect Licensor’s rights.  Licensee shall provide Licensor with a copy
of each such written sublicense. 
Licensee shall be fully responsible for any breach of this Agreement by
any Subsidiary.


3.             LICENSEE’S
REPRESENTATIONS AND WARRANTIES


3.1.          Licensee hereby represents and warrants to
Licensor that: (a) it is a corporation, duly incorporated, validly existing and
in good standing under the laws of the Commonwealth of Massachusetts; (b) it
has the power to execute and deliver this Agreement and to consummate the
transactions contemplated hereby; and (c) this Agreement constitutes a valid
and binding obligation of it, enforceable against it in accordance with its
terms.


4.             LICENSOR’S
DISCLAIMER AND EXCLUSIONS


4.1.          ALL RIGHTS GRANTED HEREUNDER ARE GRANTED
SOLELY ON AN “AS-IS” AND “WHERE-IS” BASIS. 
LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE OR ANY OTHER PERSON ARISING
FROM OR RELATING TO ANY RIGHTS GRANTED HEREUNDER OR OTHERWISE ARISING FROM OR
RELATING TO THIS AGREEMENT WHETHER IN CONTRACT, TORT OR OTHERWISE.  WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, LICENSOR HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES
CONCERNING THE LICENSED TECHNOLOGY OR ANY OTHER MATTER RELATED TO THE SUBJECT
MATTER HEREOF, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, MISAPPROPRIATION, OR
ANY WARRANTY OR REPRESENTATION AS TO THE OWNERSHIP, INVENTORSHIP, VALIDITY,
SCOPE OR ENFORCEABILITY OF THE LICENSED TECHNOLOGY.


5.             INTELLECTUAL
PROPERTY


5.1.          Ownership.  Licensee acknowledges and agrees that Licensor
is the sole and exclusive owner of the Licensed Technology and that, as between
Licensor and Licensee, Licensor shall exclusively own all right, title and
interest in and to any Improvements made by, or on behalf of, Licensee or any
of its Affiliates.  Licensee shall
promptly disclose any such Improvements to Licensor in writing.  Any such Improvements shall be deemed to be
included in the Licensed Technology.


5.2.          No Challenges.  Licensee and its Affiliates shall not
challenge or question the validity or enforceability of any of the Licensed
Technology in any lawsuit or proceeding between Licensor, on the one hand, and
Licensee or any of its Affiliates, on the other.



 3
 









5.3.          Infringement.  If Licensee or any of its Subsidiaries
becomes aware of any infringement or misappropriation, anywhere in the world,
of any Licensed Technology, Licensee shall promptly notify Licensor in writing
to that effect.  Any such notice shall
include any available evidence to support an allegation of infringement or
misappropriation against the applicable Third Party(ies).  Licensor shall have no obligation to Licensee
to maintain, protect, defend and/or enforce any of the Licensed Technology,
even if notified by Licensee of any potential infringement or misappropriation
of such Licensed Technology.  Licensor
shall have the sole right to defend the Licensed Technology from claims that it
infringes any Patent Right or other intellectual property right of a Third
Party, except in the case of a matter covered by indemnification in the SPA for
which Licensee undertakes the defense.


5.4.          Expense Sharing.  Licensee acknowledges and agrees that,
notwithstanding the royalty-free nature of the license granted in Section 2.1,
the Licensee, any other licensee of the Licensed Technology from time to time
and the Licensor shall be responsible and liable to equally share all costs and
expenses incurred by Licensor (including reasonable attorney’s fees and
expenses) with respect to obtaining, maintaining, protecting, defending and/or
enforcing any of the Patent Rights included in the Licensed Technology.  Licensor shall invoice Licensee for its
corresponding share of the foregoing costs and expenses, and Licensee shall pay
all invoiced amounts within thirty (30) days of receipt of the applicable
invoice.  All past due amounts shall
accrue interest at the lower of (a) one-and-one-half percent (1.5%) per month
or (b) the maximum interest rate permitted by applicable law.


6.             TERMINATION


6.1.          Term. 
This Agreement shall become effective on the Effective Date and continue
in force and effect until terminated in accordance with this Section 6
(such period of time, the “Term”).


6.2.          Change of Control.  This Agreement shall immediately terminate
without any need for action on the part of either Party upon a Change of
Control.  Licensee shall provide Licensor
written notice of (a) any Change of Control or (b) any contract or agreement
that contemplates any Change of Control to which Licensee or any of its
Affiliates is or will be a party.


6.3.          For Cause.  Either Party may terminate this Agreement
upon written notice to the other Party if the other Party breaches this
Agreement or the SPA and does not cure such breach within thirty (30) days of
receipt of such notice.


6.4.          For Bankruptcy.  Licensor may terminate this Agreement in the
event that Licensee ceases doing business, is the subject of a voluntary
bankruptcy, insolvency or similar proceeding, is the subject of an involuntary
bankruptcy, insolvency, or similar proceeding that is not dismissed within sixty
(60) days of filing, makes an assignment for the benefit of creditors, becomes
unable to pay its debts when due or enters into an agreement with its creditors
providing for the extension or composition of debt.


6.5.          Effect of Termination.  Upon termination of this Agreement, all
rights granted to Licensee pursuant to this Agreement shall terminate, including
the license granted in



 4
 









Section 2.1.  Upon any such
termination, Licensee shall promptly return or destroy all materials, samples,
documents, information or other materials obtained from Licensor that embody or
disclose any Licensed Technology or Confidential Information.  No termination of this Agreement shall
relieve either Party from any obligations that accrued prior to the date of
such termination.  Notwithstanding the
foregoing, Sections 3, 4, 5, 7, 8, and 9 of this Agreement shall survive
termination of this Agreement.


7.             CONFIDENTIALITY


7.1.          Without limiting Section 12.4 of the SPA,
during the Term and for two (2) years thereafter, all Confidential Information
disclosed by Licensor to Licensee in connection with the activities
contemplated by this Agreement shall not be used by Licensee except in
connection with the activities and licenses contemplated by this Agreement,
shall be maintained in confidence by Licensee under reasonable measures no less
protective than those measures used by Licensee to protect its own Confidential
Information, and shall not otherwise be disclosed by Licensee to any other
Person.


7.2.          Notwithstanding Section 7.1, Licensee may
disclose the relevant aspects of the Licensor’s Confidential Information to its
officers, agents, employees and contractors to the extent that such disclosure
is reasonably necessary for the performance of its duties and obligations under
this Agreement; provided that Licensee takes all reasonable measures to ensure
that such Confidential Information is not disclosed or duplicated in
contravention of the terms and conditions of this Agreement by such officers,
agents, and employees, including obtaining an enforceable confidentiality
agreement from such officer, agent, employee or contractor.  Notwithstanding anything to the contrary
herein, the obligations in this Section 7 do not restrict any disclosure
by either party required by any applicable law, or by order of any court or
government agency; provided that Licensee provides prior written notice
of such disclosure to Licensor and assists Licensor in its reasonable and
lawful efforts to avoid or minimize the degree of such disclosure.


7.3.          “Confidential Information” means any
and all confidential or proprietary information and documentation, including,
without limitation, trade secrets, Know-How, Licensed Technology and the terms
and conditions of this Agreement (except as required by a party to enforce its
rights hereunder), but excluding confidential or proprietary information that
(as determined by competent documentation):


(i)            was known or used by Licensee prior to its
date of disclosure to Licensee;


(ii)           either before or after the date of the disclosure
to Licensee, is lawfully disclosed to Licensee by sources other than the
Licensor rightfully in possession of the Confidential Information;


(iii)          either before or after the date of the
disclosure to Licensee, becomes published or generally known to the public,
without the Licensee violating this Section 7; or



 5
 









(iv)          is independently developed by or for Licensee
without reference to or reliance upon the Confidential Information or any
Licensed Technology.


8.             INDEMNIFICATION


8.1.          Indemnification.  Licensee will indemnify, defend and hold
harmless Licensor, its Affiliates and all of their respective officers,
directors, employees, agents, successors and assigns (each, a “Licensor
Indemnified Person”) from and against any Damages arising from or incurred
in connection with (a) any breach of this Agreement by Licensee, any of its
Affiliates or any of their respective officers, directors, employees, agents,
successors or assigns (“Licensee Persons”); (b) any negligence or
intentional misconduct of any Licensee Person; or (c) any product liability,
personal injury, wrongful death, property damage or other claims, whether made
by employees, subcontractors, agents or the general public with respect to any
Products.


8.2.          Procedure.  The indemnification procedures contained in
Section 10.9 of the SPA shall apply to all claims for indemnification made
by any Licensor Indemnified Person under Section 8.1.


8.3.          No Limitations.  Notwithstanding anything to the contrary in
the SPA, the limitations on Licensee’s indemnification liability under the SPA
contained in Sections 10.4 and 10.5 of the SPA shall not apply to any claim for
indemnification made by any Licensor Indemnified Person under Section 8.1.


9.             GENERAL
PROVISIONS


9.1.          Notices.  All notices, consents, waivers, and other
communications under this Agreement must be in writing and will be deemed to
have been duly given when (a) delivered by hand (with written confirmation of
receipt), (b) sent by facsimile (with written confirmation of receipt),
provided that a copy is mailed by registered mail, return receipt requested, or
(c) when received by the addressee, if sent by a nationally recognized
overnight delivery service (receipt requested), in each case to the appropriate
addresses and facsimile numbers set forth below (or to such other addresses and
facsimile numbers as a Party may designate by notice to the other Party):


If to Licensor:


Gish Biomedical,
Inc.


c/o MEDOS
Medizintechnik AG


Obere Steinfurt 8
- 10


D - 52222 Stolberg


Germany


Attention:  Joachim Pelz, Dr. med. Thomas Theisen


Facsimile No.: 
+49 2402 96646059


with a copy to (which copy shall not constitute
notice):


Dewey Ballantine LLP



 6
 









Taunusanlage 1


D-60329 Frankfurt
am Main


Germany


Attention: Dr.
Benedikt von Schorlemer LLM


Facsimile No.: 
+49 69 36393333


If to Licensee:


CardioTech
International, Inc.


229 Andover Street


Wilmington,
MA  01887


USA


Attention:  Michael Adams, Chief Executive Officer


Facsimile No.: 
+1 978 657 0074


9.2.          Governing Law; Jurisdiction; Service of
Process.  This Agreement will be
governed by the laws in effect in the State of New York without regard to
conflicts of laws principles.  Any action
or proceeding seeking to enforce any provision of, or based on any right
arising out of, this Agreement shall be brought exclusively in the courts of
the State of New York located in the County of New York or in the United States
District Court for the Southern District of New York, and each of the Parties
consents to the jurisdiction of such courts (and of the appropriate appellate
courts) in any such action or proceeding and waives any objection to venue laid
therein.  Process in any action or
proceeding referred to in the preceding sentence may be served on any party
anywhere in the world.


9.3.          Further Assurances.  Licensee agrees, upon request of Licensor, to
promptly execute such assignments or conveyances of interest as may be
necessary to accomplish the assignments and allocation of rights contemplated
herein, without further consideration and free from any claims or liens or
retention of rights.


9.4.          Waiver.  The rights and remedies of the Parties to
this Agreement are cumulative and not alternative.  Neither the failure nor any delay by any
Party in exercising any right, power, or privilege under this Agreement or the
documents referred to in this Agreement will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right,
power, or privilege will preclude any other or further exercise of such right,
power, or privilege or the exercise of any other right, power, or
privilege.  To the maximum extent
permitted by applicable law, (a) no claim or right arising out of this
Agreement can be discharged by one Party, in whole or in part, by a waiver or
renunciation of the claim or right unless in writing signed by the other Party;
(b) no waiver that may be given by a Party will be applicable except in the
specific instance for which it is given; and (c) no notice to or demand on one
Party will be deemed to be a waiver of any obligation of such party or of the
right of the Party giving such notice or demand to take further action without
notice or demand as provided in this Agreement or the documents referred to in
this Agreement.


9.5.          Entire Agreement; Modification.  This Agreement and the SPA supersede all
prior agreements between the parties with respect to its subject matter, and
constitute a complete and exclusive statement of the terms of the agreement
between the Parties with respect



 7
 









to its subject matter.  This
Agreement may not be amended except by a written agreement executed by the
Party to be charged with the amendment.


9.6.          Assignment; No Third Party Rights.  Neither this Agreement, nor any rights
granted hereunder may be assigned or transferred (by operation of law or
otherwise) by Licensee without the prior written consent of Licensor, and any
attempted assignment in violation of this sentence shall be null and void.  Subject to the preceding sentence, this
Agreement will apply to, be binding in all respects upon, and inure to the
benefit of the permitted successors and permitted assigns of the Parties.  Nothing expressed or referred to in this
Agreement will be construed to give any Person other than the Parties to this
Agreement any legal or equitable right, remedy, or claim under or with respect
to this Agreement or any provision of this Agreement.


9.7.          Severability.  If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect.  Any provision of this Agreement held invalid
or unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.


9.8.          Interpretation.  The headings of Sections in this Agreement
are provided for convenience only and will not affect its construction or
interpretation.  All references to “Section”
or “Sections” refer to the corresponding Section or Sections of this Agreement
unless the context otherwise provides. 
All words used in this Agreement will be construed to be of such gender
or number as the circumstances require. 
Unless otherwise expressly provided, the word “including” does not limit
the preceding words or terms.  References
to a Section includes reference to all subsections of that Section.


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


[SIGNATURE PAGE FOLLOWS]



 8
 









IN WITNESS WHEREOF, the Parties have caused this
Agreement to be executed by their respective authorized officers as of the day
and year first written above.


	
  

  	
  GISH BIOMEDICAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric G.
  Walters

  	
   

  
	
   

  	
  Name:  Eric G. Walters

  
	
   

  	
  Title:   Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CARDIOTECH
  INTERNATIONAL INC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael F.
  Adams

  	
   

  
	
   

  	
  Name:  Michael F. Adams

  
	
   

  	
  Title:  President & CEO

  
						



 



 9















EXHIBIT A


LICENSED
TECHNOLOGY


PCT/US03/04284, filed February 12, 2003, entitled “COMPOSITION
AND METHOD FOR COATING MEDICAL DEVICES”


U.S. Patent Application No. 10/080,749, filed February
22, 2002, entitled “Composition and method for coating medical devices”


European Patent
Application No. 03716020.7, entitled “COMPOSITION AND METHOD FOR COATING
MEDICAL DEVICES”


Japanese Patent
Application No. 2003-570897, entitled “COMPOSITION AND METHOD FOR COATING
MEDICAL DEVICES”