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Exhibit 10.21
 CONFIDENTIAL
 JOINT DEVELOPMENT AGREEMENT
 Agreement SJM Hansen Party Parties
 RECITALS
 EnSite System
 Sensei System
 Program Products
  ARTICLE I
DEFINITIONS
  Affiliate Affiliate




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Business Day Business Day
 Field of Use Field of Use
 Co-Marketing Agreement Co-Marketing Agreement
 Development Plan Development Plan
 Effective Date Effective Date
 EnSite System EnSite System
 FDA FDA
 FDA Approval FDA Approval
 Fully Integrated EnSite System Fully Integrated EnSite System
 Fully Integrated Sensei System Fully Integrated Sensei System
 Fully Integrated System Fully Integrated System
 Hansen Independent IP Hansen Independent IP
 Initial Development Plan. Initial Development Plan
 Page 2 of 17




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Intellectual Property Intellectual Property
 LC Sensei System LC Sensei System
 NDA NDA
 Pre-Existing IP Pre-Existing IP
 Program Development Program Development
 Program Products Program Products
 Sensei System Sensei System
 SJM Independent IP SJM Independent IP
 Term Term
 ARTICLE II
JOINT DEVELOPMENT PROJECTS
 Development Plans; Development of Initial Program Product
 Development Plan
 Page 3 of 17




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Hansens Responsibilities
  Regulatory Approvals
    Page 4 of 17




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SJM Responsibilities
        Joint Responsibilities
 Project Coordinators Project Coordinator
 Page 5 of 17




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Coordination Meetings
 Reports
 Non-Solicitation
 ARTICLE III
INTELLECTUAL PROPERTY
 Ownership
 Pre-Existing IP
 Hansen Independent IP Hansen
Independent IP
 SJM Independent IP SJM Independent
IP
 Program Developments
 SJM-Related Program Development Hansen-Related Program Development Jointly-Owned
Program Development
 Page 6 of 17




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Patent Prosecution
 Cooperation
 Cross-Licenses
 Hansen IP
 SJM IP
 Page 7 of 17




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Assignment of Rights
 Reservation of Rights
 Disclosure of Jointly-Owned Program Developments
 ARTICLE IV
COLLABORATION OBLIGATIONS
   Page 8 of 17




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ARTICLE V
REPRESENTATIONS AND WARRANTIES; DISCLAIMER OF WARRANTIES; 
LIMITATION OF LIABILITY
 General
 No Debarred Person
 No Implied Obligation
     Page 9 of 17




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Disclaimer of Warranties
 Limitation of Liability
 ARTICLE VI
INDEMNIFICATION
 Survival of Representation and Warranties
 Indemnification by Hansen SJM Indemnitees
   Page 10 of 17




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Indemnification by SJM
      Procedures
 Third-Party
Claim
 Page 11 of 17




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provided however
  ARTICLE VII
CONFIDENTIALITY AND PUBLICITY
 Confidentiality
 Publicity
 ARTICLE VIII
INTENTIONALLY OMITTED
 Page 12 of 17




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ARTICLE IX
TERM AND TERMINATION
 Term
 Termination
      Survival
 ARTICLE X
GENERAL
 Notices
 Page 13 of 17




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(1)
    
    If to Hansen:
 
 (2)
    
    If to SJM:
 
 and
 
  
 Entire Agreement
 Page 14 of 17




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Modification
 Severability
 No Waiver
 Costs
 Assignment provided however
 Governing Law
 Relationship of the Parties
 Page 15 of 17




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Drafting of this Agreement
 Counterparts
  HANSEN MEDICAL INC.
    
    ST. JUDE MEDICAL, ATRIAL

FIBRILLATION DIVISION, INC.By:
    
    /s/ Gary Restani
    
    By:
    
    /s/ Jane J. SongName:
    
    Gary Restani
    
    Name:
    
    Jane J. SongTitle:
    
    President and Chief Operating Officer
    
    Title:
    
    President, St. Jude Medical, AtrialFibrillation Division, Inc.
 Page 16 of 17




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EXHIBIT A
  Page 17 of 17