exv10w9








Exhibit
10.9




Assignment



     Whereas, Medtronic, Inc., a Minnesota corporation, having its principal place of business at
710 Medtronic Parkway, NE, Minneapolis, MN 55432 (hereinafter “Assignor”), holds certain
rights in the United States and foreign patents and patent applications identified on the attached
Schedule 1; and



     Whereas, Kips Bay Medical, Inc., a Delaware corporation, having its principal place of
business at 3405 Annapolis Lane, Suite 200, Minneapolis, MN 55447 (hereinafter “Assignee”),
desires to acquire the entire right, title and interest in and to the United States and foreign
patents and patent applications identified on the attached Exhibit A and in and to the inventions
described and claimed therein (hereinafter the “Patents”);



     Whereas, Assignor agrees to assign the Patents to Assignee;



     In exchange for good and valuable consideration, the receipt of which is hereby acknowledged,
Assignor hereby irrevocably assigns to Assignee, and its successors and assigns:




	 	(1)	 	The entire right, title and interest to the Patents; and
	 
	 	(2)	 	The right to apply for patents in foreign countries in its own name and to
claim any priority rights to which such foreign applications are entitled under
international conventions, treaties or otherwise; and
	 
	 	(3)	 	The right to enforce patent rights to such Patents, as fully and entirely as
the same would have been held and enjoyed by the Assignor if this assignment had not
been made; together with all claims by Assignor for damages by reason of past
infringement or for provisional rights and including the right to sue for, and collect
the same for its own use and benefit, and for the use and benefit of its successors,
assigns, and other legal representatives.





     Assignor agrees that all Patents shall belong exclusively to Assignee, with Assignee having
the right to obtain and to hold in its own name such patents, or such other perfection,
registration, certification, or protection as may be obtained or applicable to the subject matter,
and any extensions and renewals thereof.



     Assignor hereby authorizes and requests the Commissioner of Patents to issue to Assignee any
patents that may be granted in accordance with this Assignment.



     This Agreement may be executed in one or more counterparts, all of which shall be considered
one and the same agreement. The signatures from each counterpart may be combined with a copy of
the Agreement to constitute the entire Agreement.



 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	MEDTRONIC, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	Date:


	 	August 26, 2008
 	 	By:  	/s/ Michael J. Jaro 	 	 
	 

	 
	 	 	Name:  
	 Michael J. Jaro 
	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	Title:  	VP and Chief Patent Counsel 	 	 
	 

	 	 	 	 	 	 	 	 





     On this
26th day of August, 2008, before me, a notary public in and for said county, appeared
Michael J. Jaro of Medtronic, Inc., the person who signed this instrument, who
acknowledged that he or she signed it as a free act on behalf of said company with authority to do
so.




	 	 	 	 
	 	/s/
Patricia J Muhich 	 	 
	 	Notary Public 	 	 
	 	
[Seal] 	 	 





 









 





Schedule 1










Mesh Graft Patent Rights




	 	 	 	 	 	 	 	 	 
	Docket No.	 	Country	 	Status	 	Application No.	 	Date
	P0010899.00

	 	United States
	 	Inactive
	 	60/466,266
	 	04/28/03
	P0010899.00

	 	United States
	 	Filed
	 	10/834,360
	 	04/28/04
	P0010899.01

	 	Patent Coop. Treaty
	 	Inactive
	 	US04/012973
	 	04/28/04
	P0010899.02

	 	United States
	 	Filed
	 	10/987,313
	 	11/12/04
	P0010899.03

	 	Patent Coop. Treary
	 	Inactive
	 	US04/037827
	 	11/12/04
	P0010899.04

	 	Canada
	 	Filed
	 	2,523,812
	 	04/28/04
	P0010899.05

	 	Japan
	 	Filed
	 	513369/06
	 	04/28/04
	P0010899.06

	 	European Pat. Conv.
	 	Filed
	 	4760409.5
	 	04/28/04
	P0010899.07

	 	South Africa
	 	Filed
	 	2005/08920
	 	04/28/04
	P0010899.09

	 	United States
	 	Filed
	 	11/797,648
	 	05/04/07
	P0010899.10

	 	European Pat. Conv.
	 	Filed
	 	4810845
	 	11/12/04
	P0010115.00

	 	United States
	 	Inactive
	 	10/201,498
	 	07/23/02
	P0010115.00

	 	United States
	 	Inactive
	 	60/308,471
	 	07/27/01
	P0010115.01

	 	Patent Coop. Treaty
	 	Inactive
	 	US02/23383
	 	07/23/02
	P0010115.02

	 	European Pat. Conv.
	 	Filed
	 	2752537.7
	 	07/23/02