exv10w10



 




[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





Exhibit 10.10




INTELLECTUAL PROPERTY SECURITY AGREEMENT




     This Intellectual Property Security Agreement (this “Agreement”) is entered into as
of this 19th day of August, 2003 by Cardica, Inc., a Delaware corporation (the
“Borrower”), in favor of Guidant Investment Corporation, a California corporation
(“Guidant”).



     In order to induce Guidant to extend the Loan (as defined in the Agreement by and between the
Borrower and Guidant dated as of the date hereof (the “Omnibus Agreement”)), the Borrower has
agreed to grant a security interest in the Borrower’s intellectual property, including the
Collateral described herein, to Guidant for purposes of securing certain obligations of the
Borrower to Guidant.



     In connection with the execution of the Omnibus Agreement, Guidant has required the execution
and delivery of this Agreement by the Borrower and the parties hereby agree as follows:



     NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:



     1. Grant of Security Interest. As collateral security for the prompt and complete
payment and performance of the Obligations (as defined in the Omnibus Agreement), the Borrower
hereby irrevocably pledges, assigns, grants, transfers, and conveys a security interest to Guidant,
with power of sale to the extent permitted by law, in and to the Borrower’s entire right, title and
interest in, to and under the following intellectual property (all of which shall collectively be
called the “Collateral”):



          (a) All present and future United States registered copyrights and copyright registrations,
including, without limitation, the registered copyrights, maskworks, software, computer programs
and other works of authorship subject to United States copyright protection listed in Exhibit
A to this Agreement (and including all of the exclusive rights afforded a copyright registrant
in the United States under 17 U.S.C. §106 and any exclusive rights which may in the future arise by
act of Congress or otherwise) and all present and future applications for copyright registrations
(including applications for copyright registrations of derivative works and compilations)
(collectively, the “Registered Copyrights”), whether now owned or hereafter acquired, and any and
all royalties, payments, and other amounts payable to the Borrower in connection with the
Registered Copyrights, together with all renewals and extensions of the Registered Copyrights, the
right to recover for all past, present, and future infringements of the Registered Copyrights, and
all computer programs, computer databases, computer program flow diagrams, source codes, object
codes and all tangible property embodying or incorporating the Registered Copyrights, and all other
rights of every kind whatsoever accruing thereunder or pertaining thereto.




          (b) All present and future copyrights, maskworks, software, computer programs and other works
of authorship subject to (or capable of becoming subject to) United





1.









 







States copyright protection which are not registered in the United States Copyright Office
(the “Unregistered Copyrights”), whether now owned or hereafter acquired, and any and all
royalties, payments, and other amounts payable to the Borrower in connection with the Unregistered
Copyrights, together with all renewals and extensions of the Unregistered Copyrights, the right to
recover for all past, present, and future infringements of the Unregistered Copyrights, and all
computer programs, computer databases, computer program flow diagrams, source codes, object codes
and all tangible property embodying or incorporating the Unregistered Copyrights, and all other
rights of every kind whatsoever accruing thereunder or pertaining thereto. The Registered
Copyrights and the Unregistered Copyrights collectively are referred to herein as the “Copyrights.”




          (c) All present and future license agreements with respect to intellectual property to which
the Borrower is a licensee or sublicensee (the “Licenses”), including without limitation the
license agreements listed in Exhibit B to this Agreement.




          (d) All present and future accounts, accounts receivable and other rights to payment arising
from, in connection with or relating to the Collateral.




          (e) Any and all factual knowledge and information that gives to one the ability to produce or
market something that one otherwise would not have known how to produce or market with the same
accuracy or precision, including without limitation all formulae, algorithms, processes,
procedures, writings, data, protocols, techniques, proposals, designs, ideas, concepts, strategic,
research and development information and related documentation, business and other plans, research,
inventions and invention disclosure (whether patentable or unpatentable or whether reduced to
practice), and all records of the foregoing, test, engineering and technical data, proprietary
information and methodologies, communications and associated peripheral devices and resources;
computer software, programs and code, both object and source, in whatever form and media,
databases, specifications and other information processing tangible and intangible items, whether
now owned or hereafter acquired by the Borrower (the “Know-How”).




          (f) Any and all information that generally facilitates the production, manufacturing,
marketing, or sale of products or services, increases revenues, or provides an advantage over the
competition, is not generally known, whether now owned or hereafter acquired by the Borrower (the
“Trade Secrets”).




          (g) Any and all design rights which may be available to the Borrower now or hereafter
existing, created, acquired or held.




          (h) All classes or types of patents, design patents, utility patents whether now owned or
hereafter acquired by the Borrower, including, without limitation, originals, divisions,
continuations, continuations-in-part, extensions, reexaminations, or reissues, published and
non-published patent applications and invention disclosures for these classes or types of patent
rights (whether or not patentable and whether or not reduced to practice) in any country of the
world, including without limitation those listed on Exhibits C-1 to C-3 attached
hereto (collectively, the “Patents”).



[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.







2.









 








          (i) Any trademark and servicemark rights whether now owned or hereafter acquired by the
Borrower, whether registered or not, applications to register and registrations of the same and
like protections, and the entire goodwill of the business of the Borrower connected with and
symbolized by such trademarks, including without limitation those set forth on Exhibit D
attached hereto (collectively, the “Trademarks”); provided, however, that Guidant
shall not acquire any interest in any intent to use a federal trademark application for a
trademark, servicemark, or other mark filed on the Borrower’s behalf prior to the filing under
applicable law of a verified statement of use (or equivalent) for such mark that is the subject of
such application.




          (j) Any and all claims for damages by way of past, present and future infringements of any of
the rights in the Collateral, with the right, but not the obligation, to sue for and collect such
damages for said use or infringement of the intellectual property rights identified above.




          (k) All licenses or other rights to use any of the Collateral, and all license fees and
royalties arising from such use to the extent permitted by such license or rights.




          (l) All amendments, extensions, renewals and extensions of any of the Collateral.




          (m) All proceeds and products of the foregoing, including without limitation all payments
under insurance or any indemnity or warranty payable in respect of any of the Collateral.




     2. Authorization and Request. The Borrower authorizes and requests that the Register
of Copyrights and the Commissioner of Patents and Trademarks record this Agreement.



     3. Covenants and Warranties. Except as otherwise specifically set forth in the
Disclosure Schedule attached hereto as Exhibit E (the “Disclosure Schedule”), the Borrower
represents, warrants, covenants and agrees as follows:



          (a) Schedules. Listed on Exhibit A are all Registered Copyrights and all material
Unregistered Copyrights. Listed on Exhibit B are all material Licenses related to intellectual
property to which the Borrower is a licensee or sublicensee. Listed on Exhibit C-1 to C-3 are all
Patents. Listed on Exhibit D are all material Trademarks.




          (b) Title. Except for Permitted Liens, the Borrower owns all legally enforceable
right, title and interest to all Collateral free and clear of all liens, claims, encumbrances and
other restrictions without an obligation to pay any royalties, license fees or other amounts to any
other person or entity. The Borrower has not received, and the Borrower does not have any
knowledge of, any notice, claim or allegation from any person or entity questioning the right of
the Borrower to use, possess, transfer, convey or otherwise dispose of any Collateral or
questioning the right of the Borrower to use any Collateral.




          (c) Employees. To the knowledge of the Borrower, each employee, agent, consultant and
contractor, who has contributed to or participated in the conception, creation or development of
the Collateral (other than licensed Collateral) on behalf of the Borrower has



[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.






3.









 







executed valid written assignment in favor of the Borrower as assignee, that has caused the
conveyance to such the Borrower all right, title and interest in and to all Collateral arising from
such individual’s work throughout the world. The Borrower shall undertake all reasonable measures
to cause its employees, agents and independent contractors to assign to the Borrower all rights in
Collateral in which the Borrower may subsequently acquire any right or interest.




          (d) Third-Party Infringement. To the knowledge of the Borrower, there is no
unauthorized use, disclosure, infringement, dilution, misappropriation, or other violation by any
third party (including any employee or former employee of the Borrower) of any Collateral of the
Borrower or of any right of any third party in Collateral licensed by or through the Borrower the
result of which would reasonably be expected to cause a Material Adverse Effect.




          (e) Freedom to Operate. To the knowledge of the Borrower, the Borrower’s use of the
Collateral in its business as presently conducted, has not and will not violate, interfere with or
infringe upon the rights of any other individual or entity nor does such use by the Borrower
constitute a breach of any agreement, obligation, promise or commitment by which the Borrower may
be bound or constitute a violation of any laws, regulations, ordinances, codes or statutes in any
jurisdiction.




          (f) Know-How and Trade Secrets. The Borrower has taken all actions that a reasonably
prudent person in the Borrower business would take to maintain Know-How and Trade Secrets as
confidential and proprietary, to protect against the loss, theft or unauthorized use of such
Know-How and Trade Secrets. To the knowledge of the Borrower, the Know-How and Trade Secrets are
not in the public domain and have not been divulged or appropriated to the detriment of the
Borrower. The Borrower’s records include sufficient documentation of the Know-How and Trade
Secrets, such as manufacturing and engineering plans, blueprints, designs, process instructions,
formulae, quality assurance protocols and procedures and the like, to enable persons who are
reasonably skilled and proficient in the relevant subject matter to continue the same in the
ordinary course of business without unreasonable delay, expense, or reliance on the memory of any
individual.




          (g) Licenses. The Borrower has not (A) granted any licenses or other rights, and the
Borrower has no obligation to grant any licenses or other rights, with respect to any Collateral or
(B) entered into any covenant not to compete or contract limiting or purporting to limit the
ability of the Borrower to exploit fully any Collateral or to transact business in any market or
geographical area or with any person. With respect to third party licenses, (A) the Borrower is
not in breach or default with respect thereto, and no event has occurred which with notice or lapse
of time would reasonably be expected to cause a Material Adverse Effect and (B) the Borrower has
not repudiated any provision thereof. The Borrower has no agreement to indemnify any individual or
entity against any charge of infringement of any Collateral, other than indemnification provisions
normal and usual for the Borrower’s industry contained in purchase orders or license agreements
arising in the ordinary course-of business.




          (h) Validity. There is no interference, opposition, cancellation, reexamination or
other contest, proceeding, action, suit, hearing, investigation, charge, complaint, demand, notice,
claim, dispute nor any claim of infringement, dilution, misappropriation or other violation by the
Borrower of any Collateral or other proprietary rights of any other individual or entity



[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.






4.









 







pending or, to the knowledge of the Borrower, threatened or pending against the Borrower. To
the knowledge of the Borrower, all statements and representations made by the Borrower in any
pending Collateral applications, filings or registrations were true in all material respects as of
the time they were made. No Registered Copyright, Trademark, or Patent used in the business (other
than in circumstances where the Borrower has intentionally allowed Registered Copyright, Trademark,
or Patent not material to the business to lapse, expire, become abandoned or be canceled) has
lapsed, is being allowed to lapse, expired or been abandoned, invalidated, or canceled, in whole or
in part, or is subject to any injunction, judgment, order, decree, ruling or charge or is subject
to any pending or, to the knowledge of the Borrower, threatened oppositions, cancellations,
interferences or other proceedings before the United State Patent and Trademark Office, the
Trademark Trials and Appeals Board, the United States Copyright Office or in any other registration
authority in any country.




          (i) No Conflict. Performance of this Agreement does not conflict with or result in a
breach of any material agreement to which the Borrower is bound, except to the extent that certain
intellectual property agreements prohibit the assignment of the rights thereunder to a third party
without the licensor’s or other party’s consent and this Agreement constitutes an assignment.




          (j) Prohibition on Transfers. During the term of this Agreement, the Borrower will
not transfer or otherwise encumber any interest in the Collateral, except for non-exclusive
licenses granted by the Borrower in the ordinary course of business.




          (k) Material Adverse Changes. The Borrower shall promptly advise Guidant of any
material adverse change in the composition of the Collateral, including but not limited to any
subsequent ownership right of the Borrower in or to any material Trademark, Patent or Registered
Copyright not specified in this Agreement. Upon any executive officer of the Borrower obtaining
actual knowledge thereof, the Borrower will promptly notify Guidant in writing of any event that
materially adversely affects the value of any of the Collateral, the right of the Borrower to
dispose of any material Collateral or the rights and remedies of Guidant in relation thereto,
including the levy of any legal process against any of the Collateral.




          (l) Duty to Protect and Defend. The Borrower shall (i) protect, defend and maintain
the validity and enforceability of all Collateral that is material to the business of the Borrower,
taken as a whole, unless the Borrower determines that reasonable business practices suggest that
such protection, defense or maintenance is not appropriate, and not allow any such Collateral to be
abandoned, forfeited or dedicated to the public without the written consent of Guidant, which shall
not be unreasonably withheld, unless the Borrower determines that reasonable business practices
suggest that abandonment is appropriate.




          (m) After Acquired Collateral. This Agreement creates, and in the case of after
acquired Collateral, this Agreement will create at the time the Borrower first has rights in such
after acquired Collateral, in favor of Guidant a valid and perfected first priority security
interest (subject only to Permitted Liens, if any (as defined in the Omnibus Agreement), that are
specifically entitled pursuant to applicable law, or specifically acknowledged in writing by
Guidant, to have priority over Guidant’s security interest) in the Collateral securing the payment
and performance of the Obligations.



[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.






5.









 








          (n) Accuracy of Information. All information now or hereafter supplied to Guidant by
or on behalf of the Borrower herein or pursuant hereto with respect to the Collateral is or will
be, when so supplied, accurate and complete in all material respects.




          (o) Other Impairments. The Borrower shall not enter into any agreement that would
materially impair or conflict with the Borrower’s obligations hereunder without Guidant’s prior
written consent, which consent shall not be unreasonably withheld. The Borrower shall not permit
the inclusion in any material contract to which it becomes a party of any provisions that could or
might in any way prevent the creation of a security interest in the Borrower’s rights and interest
in any intellectual property included within the definition of the Collateral acquired under such
contract, except that contracts may contain anti-assignment provisions that could in effect
prohibit the creation of a security interest in such contracts.




     4. Secured Party’s Rights. Guidant shall have the right, but not the obligation, to
take, at the Borrower’s sole expense, any actions that the Borrower is required under this
Agreement to take but which the Borrower fails to take, after fifteen (15) days written notice to
the Borrower. The Borrower shall reimburse and indemnify Guidant for all reasonable costs and
reasonable expenses incurred in the reasonable exercise of its rights under this section 4.



     5. Further Assurances; Attorney in Fact.



          (a) The Borrower will, subject to Permitted Liens, make, execute, acknowledge and deliver, and
file and record in the proper filing and recording places in the United States, all such
instruments, including appropriate financing and continuation statements and collateral agreements
and filings with the United States Patent and Trademarks Office and the Register of Copyrights, and
take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested
by Guidant, to perfect Guidant’s security interest in all Collateral and otherwise to carry out the
intent and purposes of this Agreement, or for assuring and confirming to Guidant the grant or
perfection of a security interest in all Collateral.




          (b) Upon the occurrence and during the continuation of an Event of Default, the Borrower
hereby appoints Guidant as the Borrower’s attorney-in-fact, with full authority in the place and
stead of the Borrower and in the name of the Borrower, Guidant or otherwise, from time to time in
Guidant’s reasonable business judgment, upon the Borrower’s failure or inability to do so, to take
any action and to execute any instrument which Guidant may deem necessary or advisable in Guidant’s
reasonable business judgment to accomplish the purposes of this Agreement, including:





          (i) To modify, in Guidant’s reasonable business judgment, this Agreement without first
obtaining the Borrower’s approval of or signature to such modification by amending Exhibit
A, Exhibit B, Exhibits C-1 to C-3 and Exhibit D hereof, as appropriate, to include reference
to any right, title or interest in any Collateral acquired by the Borrower after the
execution hereof or to delete any reference to any right, title or interest in any
Collateral in which the Borrower no longer has or claims any right, title or interest; and



[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.






6.









 









          (ii) To file, in Guidant’s reasonable business judgment, one or more financing or
continuation statements and amendments thereto, relative to any of the Collateral without
the signature of the Borrower where permitted by law.



     Such appointment is coupled with an interest and is irrevocable until payment and performance
in full of the Obligations.



     6. Events of Default. The occurrence of an Event of Default as defined in the Omnibus
Agreement shall constitute an “Event of Default” under this Agreement.



     7. No Waiver. No course of dealing between the Borrower and Guidant, nor any failure
to exercise nor any delay in exercising, on the part of Guidant, any right, power, or privilege
under this Agreement or any other document, shall operate as a waiver. No single or partial
exercise of any right, power, or privilege under this Agreement or any other document by Guidant
shall preclude any other or further exercise of such right, power, or privilege or the exercise of
any other right, power, or privilege by Guidant.



     8. Rights Are Cumulative. All of Guidant’s rights and remedies with respect to the
Collateral whether established by this Agreement or any other documents or agreements, or by law
shall be cumulative and may be exercised concurrently or in any order.



     9. Attorneys’ Fees. If any action relating to this Agreement is brought by any party
hereto against any other party, the prevailing party shall be entitled to recover reasonable
attorneys’ fees, costs and disbursements.



     10. Amendments. Neither this Agreement nor any of the other documents or instruments
delivered herewith or executed pursuant hereto may be modified or amended in any respect except in
a writing signed by both parties expressly setting forth such modification or amendment.



     11. Severability. In case any provision of the Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



     12. Governing Law; Jurisdiction. This Agreement shall be governed in all respects by
the laws of the State of California as such laws are applied to agreements between California
residents entered into and performed entirely in California.



     13. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be an original, but all of which shall constitute one instrument.



[Remainder of Page Intentionally Left Blank]



[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





7.









 








     In Witness Whereof, the parties hereto have executed this Agreement on the day and
year first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CARDICA, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	s/	 	Bernard Hausen	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	 	 	Bernard Hausen	 	 
	 	 	 	 	 	 	Title:	 	President & CEO	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	     STATE OF CALIFORNIA

	 	 	)	 	 	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 	 	 	 	 
	     COUNTY OF SAN MATEO

	 	 	)	 	 	 	 	 	 	 	 	 






     The foregoing Intellectual Property Security Agreement was acknowledged before me this
18th day of august, 2003, by Bernard Hausen, the President and CEO of Cardica, Inc., a
Delaware corporation, on behalf of such corporation.



	 	 	 	 	 
	 

	 	s/ John B. Sorci	 	 
	 

	 	 

Notary Public
	 	 





[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





8.









 








EXHIBIT A




REGISTERED AND MATERIAL UNREGISTERED COPYRIGHTS




None



[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.






9









 








EXHIBIT B




DESCRIPTION OF LICENSE AGREEMENTS




None



[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.




10









 








EXHIBIT C-1




U.S. PATENTS AND PUBLISHED APPLICATIONS




U.S. Patents Issued:




	 	 	 	 	 	 	 
	Patent No.	 	Issue Date	 	Invention	 	Inventor
	6,179,849

	 	1/30/01
	 	Sutureless Closure
for Connecting a
Bypass Graft to a
Target Vessel
	 	Stephen A. Yencho;
Michael Hendricksen;
Jaime Vargas; Jamey
Nielsen; Bernard A.
Hausen; Scott Vance
	 
	 	 	 	 	 	 
	6,206,913

	 	3/27/01
	 	Method and System
for Attaching a
Graft to a Blood
Vessel
	 	Stephen A. Yencho;
Bernard A. Hausen
	 
	 	 	 	 	 	 
	6,371,964

	 	4/16/02
	 	Trocar for Use in
Deploying an
Anastomosis Device
and Method of
Performing
Anastomosis
	 	Jaime Vargas;
Brendan M. Donohoe;
Scott C. Anderson;
Theodore Bender;
Stephen Yencho;
Bernard Hausen;
Michael Hendricksen
	 
	 	 	 	 	 	 
	6,391,038

	 	5/21/02
	 	Anastomosis System
and Method for
Controlling a Tissue
Site
	 	Jaime Vargas;
Michael Hendricksen;
Stephen A. Yencho;
Jamey Nielsen;
Bernard A. Hausen;
Brendan Donohoe
	 
	 	 	 	 	 	 
	6,398,797

	 	6/4/02
	 	Tissue Bonding
System and Method
for Controlling a
Tissue Site During
Anastomosis
	 	David Bombard;
Theodore Bender;
Tenny Chang; Jaime
Vargas; Michael
Hendricksen; Stephen
A. Yencho; Jamey
Nielsen; Bernard A,
Hausen; Brendan
Donohoe
	 
	 	 	 	 	 	 
	6,402,764

	 	6/11/02
	 	Everter and
Threadthrough System
for Attaching Graft
Vessel to
Anastomosis Device
	 	Michael Hendricksen;
Theodore Bender;
Brendan M. Donohoe;
Jaime Vargas; Andrew
Frazier, Stephen
Yencho; Bernard
Hausen
	 
	 	 	 	 	 	 
	6,419,681

	 	7/16/02
	 	Implantable Medical Device Such as an Anastomosis Device
	 	Jaime Vargas; James
T. Nielsen; Michael
Hendricksen; Brendan
M. Donohoe; Stephen
Yencho; Bernard
Hausen
	 
	 	 	 	 	 	 
	6,428,550

	 	8/6/02
	 	Sutureless Closure
and Deployment
System for
Connecting Blood
Vessels
	 	Jaime Vargas;
Stephen A. Yencho;
Jamey Nielsen;
Michael Hendricksen;
Bernard A. Hausen





[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





11









 











	 	 	 	 	 	 	 
	Patent No.	 	Issue Date	 	Invention	 	Inventor
	6,461,320

	 	10/8/02
	 	Method and System
for Attaching a
Graft to a Blood
Vessel
	 	Stephen A. Yencho;
Bernard A. Hausen
	 
	 	 	 	 	 	 
	6,471,713

	 	10/29/02
	 	System for Deploying
an Anastomosis
Device and Method of
Performing
Anastomosis
	 	Jaime Vargas;
Stephen A. Yencho;
Jamey Nielsen;
Michael Hendricksen;
Bernard A. Hausen;
Russell C. Mead,
Jr.; Heather
Klaubert; Brendan M.
Donohoe; Theodore
Bender
	 
	 	 	 	 	 	 
	6,478,8042

	 	11/12/02
	 	Anastomosis System
and Method for
Controlling a Tissue
Site
	 	Jaime Vargas;
Michael Hendricksen;
Stephen A. Yencho;
Jamey Nielsen;
Bernard A. Hausen;
Brendan Donohoe
	 
	 	 	 	 	 	 
	6,497,710

	 	12/24/02
	 	Method and System
for Attaching a
Graft to a Blood
Vessel
	 	Stephen A. Yencho;
Bernard A. Hausen
	 
	 	 	 	 	 	 
	6,537,287

	 	3/25/03
	 	Sutureless Closure
for Connecting a
Bypass Graft to a
Target Vessel
	 	Stephen A. Yencho;
Michael Hendricksen;
Jaime Vargas; Jamey
Nielsen; Bernard A.
Hausen; Scott Vance
	 
	 	 	 	 	 	 
	6,537,288

	 	3/25/03
	 	Implantable Medical Device such as
an Anastomosis Device
	 	Jaime Vargas; James
T. Nielsen; Michael
Hendricksen; Brendan
M. Donohoe; Stephen
Yencho; Bernard
Hausen
	 
	 	 	 	 	 	 
	6,554,764

	 	4/29/03
	 	Graft Vessel
Preparation Device
and Methods for
Using the Same
	 	Jaime Vargas; Ted
Bender; David
Bombard; Jeremy
Frank





 



U.S. Published Applications Pending:




	 	 	 	 	 	 	 
	App./Publication	 	Date Filed/	 	 	 	 
	No.	 	Published	 	Invention	 	Inventor
	09/886,074

2001/0037139

	 	6/18/01

11/1/01
	 	Method and System
for Attaching a
Graft to a Blood
Vessel
	 	Stephen A. Yencho;

Bernard A. Hausen
	 
	 	 	 	 	 	 
	09/924,556

2002/0026137

	 	8/9/01

2/28/02
	 	Method and System
for Attaching a
Graft to a Blood
Vessel
	 	Stephen A. Yencho;

Bernard A. Hausen
	 
	 	 	 	 	 	 
	09/967,684

2003/0065343

	 	9/28/01

4/3/03
	 	Access Port System

for Anastomosis
	 	Stephen A. Yencho;

Bernard A. Hausen;
Jaime S. Vargas





[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





12









 








	 	 	 	 	 	 	 
	App./Publication	 	Date Filed/	 	 	 	 
	No.	 	Published	 	Invention	 	Inventor
	09/989,055

2002/0077637

	 	11/21/01

6/20/02
	 	Trocar for Use in
Deploying an
Asastomosis [sic]
Device and Method
of Performing
Anastomosis
	 	Jaime Vargas;
Brendan M. Donohoe;
Scott C. Anderson;
Theodore Bender;
Stephen Yencho;
Bernard Hausen;
Michael Hendricksen
	 
	 	 	 	 	 	 
	10/001,962

2002/0082626

	 	12/5/01

6/27/02
	 	Integrated
Anastomosis Tool
with Graft Vessel
Attachment Device
and Cutting Device
	 	Brendan M. Donohoe;
Jaime Vargas;
Stephen A. Yencho;
James T. Nielsen;
Theodore M. Bender;
Michael
Hendricksen; Scott
C. Anderson
	 
	 	 	 	 	 	 
	10/253,347

2003/0028205

	 	9/24/02

2/6/03
	 	Anastomosis Method
	 	Jaime Vargas;
Michael
Hendricksen;
Stephen A. Yencho;
Jamey Nielsen;
Bernard A. Hausen;
Brendan Donohoe
	 
	 	 	 	 	 	 
	10/253,376

2003/0023253

	 	9/24/02

1/30/03
	 	Anastomosis System
	 	Jaime Vargas;
Michael
Hendricksen;
Stephen A. Yencho;
Jamey Nielsen;
Bernard A. Hausen;
Brendan Donohoe
	 
	 	 	 	 	 	 
	10/273,910

2003/0109893

	 	10/18/02

6/12/03
	 	Implantable Medical

Device Such as an

Anastomosis Device
	 	Jaime Vargas; James
T. Nielsen; Michael
Hendricksen;
Brendan M. Donohoe;
Stephen Yencho;
Bernard Hausen





[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





13









 








Exhibit C-2




U.S. PATENT APPLICATIONS




U.S. Patent Applications Pending:




	 	 	 	 	 	 	 
	09/542,976

	 	4/4/00
	 	 
	 	 
	09/664,588

	 	9/18/00	 	 	 	 
	09/664,589

	 	9/18/00	 	 	 	 
	09/687,216

	 	10/12/00	 	 	 	 
	09/764,218

	 	1/16/01	 	 	 	 
	[*]

	 	9/4/01	 	 	 	 
	09/993,438

	 	11/13/01	 	 	 	 
	10/041,542

	 	1/7/02	 	 	 	 
	[*]

	 	1/22/02	 	 	 	 
	10/055,179

	 	1/23/02	 	 	 	 
	[*]

	 	1/23/02	 	 	 	 
	10/083,235

	 	2/26/02	 	 	 	 
	[*]

	 	4/24/02	 	 	 	 
	[*]

	 	4/30/02	 	 	 	 
	[*]

	 	4/30/02	 	 	 	 
	[*]

	 	5/20/02	 	 	 	 
	10/159,838

	 	5/31/02	 	 	 	 
	[*]

	 	6/14/02	 	 	 	 
	10/197,352

	 	7/16/02	 	 	 	 
	[*]

	 	8/16/02	 	 	 	 
	[*]

	 	9/4/02	 	 	 	 
	[*]

	 	12/4/02	 	 	 	 
	[*]

	 	12/30/02	 	 	 	 
	10/367,175

	 	2/14/03	 	 	 	 
	[*]

	 	3/19/03	 	 	 	 
	[*]

	 	4/11/03	 	 	 	 
	[*]

	 	4/21/03	 	 	 	 
	[*]

	 	4/21/03	 	 	 	 
	[*]

	 	4/30/03	 	 	 	 
	[*]

	 	5/16/03	 	 	 	 
	[*]

	 	6/13/03	 	 	 	 
	[*]

	 	6/26/03	 	 	 	 
	[*]

	 	6/26/03	 	 	 	 
	60/399,880

	 	7/31/02	 	 	 	 
	60/483,078

	 	6/26/03	 	 	 	 
	60/483,079

	 	6/26/03	 	 	 	 





[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





14









 








Exhibit C-3




FOREIGN PATENT AND PUBLISHED APPLICATIONS




Published and/or Pending Foreign Patent Applications:




	 	 	 	 	 	 	 	 	 
	 	 	App./	 	 	 	 	 	 
	 	 	Publication	 	Date	 	 	 	 
	Country	 	No.	 	Filed	 	Invention	 	inventor
	PCT

	 	WO 00/09040
	 	8/11/99
	 	Method and System
for Attaching a
Graft to a Blood
Vessel
	 	Stephen A. Yencho;
Bernard A. Hausen
	 
	 	 	 	 	 	 	 	 
	PCT

	 	WO 00/69343
	 	5/18/00
	 	Sutureless Closure
and Deployment
System for
Connecting Blood
Vessels
	 	Jaime Vargas;
Stephen A. Yencho;
Jamey Nielsen;
Michael
Hendricksen;
Bernard A. Hausen
	 
	 	 	 	 	 	 	 	 
	PCT

	 	WO 00/69346
	 	5/18/00
	 	Trocar for Use in
Deploying an
Anastomosis Device
and Method of
Performing
Anastomosis
	 	Jaime Vargas;
Brendan M. Donohoe;
Scott C. Anderson;
Theodore Bender;
Stephen Yencho;
Bernard Hausen;
Michael Hendricksen
	 
	 	 	 	 	 	 	 	 
	PCT

	 	WO 00/69349
	 	5/18/00
	 	Tissue Punch
	 	Jaime Vargas;
Brendan M. Donohoe;
Scott C. Anderson;
Theodore Bender;
Stephen Yencho;
Bernard Hausen;
Michael Hendricksen
	 
	 	 	 	 	 	 	 	 
	PCT

	 	WO 00/69364
	 	5/18/00
	 	Implantable Medical Device Such as
an Anastomosis Device
	 	Jaime Vargas; James
T. Nielsen; Michael
Hendricksen;
Brendan M. Donohoe;
Stephen Yencho;
Bernard Hausen
	 
	 	 	 	 	 	 	 	 
	PCT

	 	WO 00/76405
	 	5/19/00
	 	Sutureless Closure
for Connecting a
Bypass Graft to a
Target Vessel
	 	Stephen Yencho;
Michael
Hendricksen; Jaime
Vargas; Jamey
Nielsen; Bernard
Hausen; Scott Vance
	 
	 	 	 	 	 	 	 	 
	PCT

	 	WO 01/08601
	 	7/27/00
	 	Anastomosis System
and Method of Use
	 	Jaime Vargas;
Michael
Hendrickson;
Stephen A. Yencho;
James T. Nielsen;
Bernard A. Hausen;
Brendan M. Donohoe





[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





15









 








	 	 	 	 	 	 	 	 	 
	 	 	App./	 	 	 	 	 	 
	 	 	Publication	 	Date	 	 	 	 
	Country	 	No.	 	Filed	 	Invention	 	inventor
	PCT

	 	WO 01/41654
	 	11/8/00
	 	Everter and
Threadthrough
System for
Attaching Graft
Vessel to
Anastomosis Device
	 	Michael
Hendricksen;
Theodore Bender;
Brendan M. Donohoe;
Jaime Vargas;
Andrew Frazier;
Stephen Yencho;
Bernard Hausen
	 
	 	 	 	 	 	 	 	 
	EPO

	 	9994 1967.4
	 	8/11/99
	 	Method and System
for Attaching a
Graft to a Blood
Vessel
	 	Stephen A. Yencho;
Bernard A. Hausen
	 
	 	 	 	 	 	 	 	 
	EPO

	 	EP 1149567
	 	8/11/99
	 	Stent for Attaching
a Graft to a Blood
Vessel
	 	Stephen A. Yencho;
Bernard A. Hausen
	 
	 	 	 	 	 	 	 	 
	DE

	 	DE 100 84 618
	 	11/19/01
	 	Trocar for Use in Deploying an Anastomosis Device
	 	Jaime Vargas;
Brendan M. Donohoe;
Scott C. Anderson;
Theodore Bender;
Stephen Yencho;
Bernard Hausen;
Michael Hendricksen
	 
	 	 	 	 	 	 	 	 
	DE

	 	DE 100 84 620
	 	11/19/01
	 	Sutureless Anastomosis System
	 	Jaime Vargas;
Stephen Yencho;
Jamey Nielsen;
Michael
Hendricksen;
Bernard Hausen
	 
	 	 	 	 	 	 	 	 
	DE

	 	DE 100 84 856
	 	1/28/02
	 	Anastomosis System
and Method for
Controlling a
Tissue Site
	 	Jaime Vargas;
Michael
Hendricksen;
Stephen Yencho;
James T. Nielsen;
Bernard A. Hausen;
Brendan M. Donohoe
	 
	 	 	 	 	 	 	 	 
	JP

	 	2000-564545
	 	2/13/01
	 	Method and System
for Attaching a
Graft to a Blood
Vessel
	 	Stephen A. Yencho;
Bernard A. Hausen





[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.






16









 








Exhibit D




TRADEMARKS




Trademarks Pending:




	 	 	 	 	 
	Serial Number	 	Filing Date	 	Trademark Description
	78162848

	 	7/31/2001
	 	Word Mark: CARDICA

Typed Drawing
	 
	 	 	 	 
	78094302

	 	11/20/2001
	 	Word Mark: PAS-PORT

Typed Drawing
	 
	 	 	 	 
	78096583

	 	12/4/2001
	 	Word Mark: PASPORT

Design plus words, letters and/or numbers
	 
	 	 	 	 
	78099022

	 	12/18/2001
	 	Word Mark: CARDICA

Design plus words, letters and/or numbers
	 
	 	 	 	 
	78140994

	 	7/3/2002
	 	Word Mark: C-PORT

Typed Drawing
	 
	 	 	 	 
	78201801

	 	1/9/2003
	 	Word Mark: PAS-PORT

Design plus words, letters and/or numbers
	 
	 	 	 	 
	78201791

	 	1/9/2003
	 	Word Mark: C-PORT

Design plus words, letters and/or numbers





[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





17









 








Exhibit E




DISCLOSURE SCHEDULE



[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





18