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Exhibit 10.22
 Execution Copy
 CONFIDENTIAL
 CO-MARKETING AGREEMENT
 Agreement St. Jude Hansen
  1.
    
    Definitions.For purposes of this Agreement, the following terms, whether singular or plural,
shall have the following meanings:
 Act
 Affiliate
 Business Day
 Commercialization Date
 EnSite System
 Excluded Countries




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FDA
 FDA Approval
 Field of Use
 Fully Integrated EnSite System
 Fully Integrated Sensei System
 Fully Integrated System
 Hansen Intellectual Property
 Hansen Products
 Intellectual Property




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Joint Development Agreement
 Leveraged Sale
 NDA
 Non-Integrated Sensei System
 Non-Leveraged Sale
 Other Products
 Region
 Restricted Period
 Sensei Disposables




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Sensei System
 St. Jude Intellectual Property
 Territory
 2.
    
    Appointment and Authority of St. Jude; Co-Exclusivity.
 Appointment
 
  Subdistributors




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Distribution Rights St. Jude Distribution Negotiation Right Distribution Rights Negotiation Period
 (d)
    
    Technical Assistance Rights. During the Term, if Hansen determines to
seek technical assistance in regulatory, sales and/or marketing matters in any
geography, St. Jude shall have a right to negotiate with Hansen during the
Technical Assistance Negotiation Period (as defined below) to provide such
assistance in the geography for which such assistance is sought (the St. Jude
Assistance Negotiation Right). The St. Jude Assistance Negotiation Right will
commence on the date that Hansen provides St. Jude written notice of its
determination to obtain such assistance, and will continue until the expiration of
the Technical Assistance Negotiation Period. Hansen shall provide St. Jude with
prompt written notice of its determination to obtain such assistance, which notice
shall set forth in reasonable detail the products and geography covered by such
determination. St. Jude shall have the right (but not the obligation) to exercise
the St. Jude Assistance Negotiation Right with respect to each




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such determination by written notice to Hansen given within ****** day of its
receipt of Hansens original notice. If St. Jude elects to exercise the St. Jude
Assistance Negotiation Right, the parties shall, during a ****** day period
commencing as of Hansens receipt of St. Judes notice (the Technical
Assistance Negotiation Period), use reasonable efforts to negotiate in good
faith the commercially reasonable terms and conditions of a technical assistance
agreement covering the products and geography covered by the determination to seek
technical assistance.
 Manner of Sale
 Hansen Collaboration Obligations
 (i)
    
    Hansen agrees that it will not enter into
any agreement with any third party that contemplates the
distribution, sale or marketing of Hansen Products or of Other
Products made by ******.(ii)
    
    Notwithstanding Section 2(f)(i), but
subject to Section 2(c), during the Restricted Period Hansen shall
have the right to enter into agreements with third parties that
contemplate the distribution, sale or marketing of Hansen Products or
of any Other Products in the Field of Use in the Excluded Countries,
******.(iii)
    
    Notwithstanding Section 2(e)(i), during
the Restricted Period if a customer requests ******




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(iv)
    
    ******
 Independent Contractors
 3. Obligations of St. Jude.
 St. Jude Products
 Invoicing
 Sales of EnSite System




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Regulatory Services
 EnSite System
 Software ******
 4.
    
    Obligations of Hansen.
 Hansen Sales
 Non-Leveraged Sales
 Leveraged Sales




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Marketing Materials.
 Training
 Call Center, Field Support and Case Coverage




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Promotion of St. Jude Products
 Leveraged Sale Referrals
 EnSite Referrals
 Fully Integrated Sensei System
 No Third Party Distributors
 Regulatory Approvals and Clearances
 5. Mutual Responsibilities of Hansen and St. Jude
 Market Development




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Sales and Marketing
 Joint Selling Opportunities
 Notice of Leveraged Sale Opportunity




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6.
    
    Trademark License.Hansen grants to St. Jude the right and license to use Hansens
trademarks and any trademark registrations which Hansen obtains and designates for the
Sensei System (including the Fully Integrated Sensei System) and the Sensei Disposables,
including, without limitation, the trademarks and trademark registrations set forth on
Schedule 6 hereto (the Trademarks) solely to market and distribute
hereunder the Hansen Products to which such Trademarks relate in accordance with Hansens
then current trademark usage guidelines and subject to prior written approval by Hansen of
all uses, except for uses consistent with uses previously approved by Hansen in writing.
This trademark license shall continue in effect only while St. Jude retains its distribution
rights under this Agreement. St. Jude agrees not to remove or obscure any product label
affixed by Hansen, unless necessary to comply with local language labeling requirements. All
trademarks of or used by, and trademark registrations obtained by, Hansen and/or its
Affiliates shall be and remain owned by Hansen and its Affiliates and will not be challenged
or registered by St. Jude or its Affiliates.7.
    
    Terms and Conditions of Sale.
 Terms of Orders Absent mutual written agreement to the
contrary, any terms or conditions associated with purchase orders, other than
those described in this section 7(a) , shall have no force or effect.
 Packaging
 Appendix B
 Expenses
 Credit




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Payment Terms
 Shipping Terms
 8.
    
    Regulatory Matters.
 Medical Device Establishment Registrations
 Complaints and Medical Device Reporting




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Remedial Actions.




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Audits by St. Jude
 Audits by Hansen




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Regulatory Inspections
 Assistance Between Parties




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9.
    
    Representations and Warranties.
 Hansen Representations and Warranties
 (i)
    
    it is a corporation duly organized, validly
existing and in good standing under the laws of the state of
Delaware;(ii)
    
    it has full power and authority to execute
and deliver this Agreement, and to perform its obligations hereunder;
this Agreement constitutes the valid and legally binding obligation
of Hansen, enforceable in accordance with its terms and conditions;(iii)
    
    neither the entering into of this
Agreement nor the performance of any of its obligations hereunder
will conflict with or constitute a breach under any obligation of
Hansen or under any agreement, contract or instrument to which Hansen
is a party or any other obligation, law or regulation by which Hansen
is bound;(iv)
    
    the Sensei System (including the Fully
Integrated Sensei System) and the Sensei Disposables purchased under
this Agreement are not (and will not be) manufactured in violation of
any federal, state or local law, executive order or administrative
ruling;(v)
    
    Hansen will convey good title to the Sensei
System (including the Fully Integrated Sensei System) and the Sensei
Disposables to St. Jude free from all security interests, liens or
encumbrances; with the exception that Hansen licenses and does not
sell or convey title to  software;(vi)
    
    Hansen owns (or will own) or possesses (or
will possess) licenses or other rights to use all Hansen Intellectual
Property;(vii)
    
    no claim is pending or, to the best of
Hansens knowledge, threatened, to the effect that the Hansen
Products or Hansens use of the Hansen Intellectual Property
infringes upon or conflicts with the valid rights of any other person
under any Intellectual Property;




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(viii)
    
    no claim is pending or, to the best of Hansens knowledge,
threatened, to the effect that any Hansen Intellectual Property is
invalid or unenforceable by Hansen;(ix)
    
    Hansen has delivered to St. Jude true and
correct copies of all correspondence between Hansen and the FDA with
respect to the Hansen Products;(x)
    
    the FDA has not requested additional data,
beyond any data requirements previously disclosed to St. Jude, in
order for the Hansen Products to receive FDA clearance; and(xi)
    
    its manufacturing facility is in compliance
with all applicable FDA 21 CFR Part 820 Good Manufacturing Practices/
Quality System Regulations promulgated under the Act, and has
obtained applicable ISO 13485 certification.
 St. Jude Representations and Warranties
 (i)
    
    it is a corporation duly organized and
validly existing and in good standing under the laws of the State of
Minnesota;(ii)
    
    it has full power and authority to execute
and deliver this Agreement and to perform its obligations hereunder;(iii)
    
    this Agreement constitutes the valid and
legally binding obligation of St. Jude, enforceable in accordance
with its terms and conditions;(iv)
    
    neither the entering into of this Agreement
nor the performance of any of its obligations hereunder will conflict
with or constitute a breach under any obligation of St. Jude or under
any agreement, contract or instrument to which St. Jude is a party or
any other obligation, law or regulation by which St. Jude is bound;(v)
    
    St. Jude owns (or will own) or possesses
(or will possess) licenses or other rights to use all St. Jude
Intellectual Property used in the research, design, development,
manufacture or distribution of the EnSite System (including the Fully
Integrated EnSite System);(vi)
    
    no claim is pending or, to the best of St.
Judes knowledge, threatened to the effect that the EnSite System
(including the




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Fully Integrated EnSite System) or St. Judes use of the St. Jude
Intellectual Property infringes upon or conflicts with the valid
rights of any other person under any Intellectual Property, other
than pending infringement claims made by BioSense which Hansen
acknowledges it is aware of; and(vii)
    
    no claim is pending or, to the best of St.
Judes knowledge, threatened to the effect that any St. Jude
Intellectual Property is invalid or unenforceable by St. Jude, other
than pending infringement claims made by BioSense which Hansen
acknowledges it is aware of.
 10.
    
    Product Warranty/Disclaimer/Liability Limitation. Hansen warrants to St. Jude that all
Hansen Products: (i) will materially conform with all specifications set forth in the
initial development plan contained in the Joint Development Agreement, as updated from time
to time by mutual agreement of the parties (referred to herein as the Specifications), and
written descriptions thereof provided by Hansen to St. Jude prior to any sale of the Hansen
Products by St. Jude, (ii) will be free of material defects in material, workmanship and
design, and (iii) will be of merchantable quality, suitable for the purposes for which they
are intended to be used, and (iv) will be manufactured in accordance with all applicable
laws and regulations. Hansen will exchange or accept the return by St. Jude of existing
inventory and issue credit at St. Judes Fully Landed Cost if the Hansen Products do not
meet requirements (i) through (iii). All warranties shall survive any inspection, delivery,
acceptance or payment. Hansen will provide, when requested by St. Jude, certification that,
to the best of its knowledge, it is in compliance with United States laws, statutes, rules,
regulations and relevant orders relating to the manufacture, use, distribution and sale of
each Hansen Product. St. Jude will use commercially reasonable efforts to afford Hansen the
reasonable opportunity to inspect any allegedly defective Hansen Product at the location of
its use or storage. St. Jude will, or will cause, upon request and in accordance with
Hansens instruction, repair, replacement, or refund with respect to any defective Hansen
Product failing to meet the above warranty that is returned to Hansen within twelve (12)
months of original shipment by Hansen; the foregoing is the sole remedy for breach of
warranty or defects. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 10 OR ARTICLE IX, EACH
PARTY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY
KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THE INTELLECTUAL
PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE
OR TRADE PRACTICES. Without limiting the generality of the
foregoing, neither Party makes any warranty of any kind related to: (i) the success of the
research conducted by the Parties under the Agreement; or (ii) the safety or usefulness for
any purpose of the technology or other materials or information it
provides hereunder. EXCEPT FOR BREACHES OF A PARTYS
OBLIGATIONS UNDER ARTICLE 15, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY
SPECIAL,




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11.
    
    Pass-through of Hansen Terms and Conditions. To the extent permitted by applicable law, St.
Jude shall pass-through to its customers Hansens standard terms and conditions of sale for
Hansen Products.12.
    
    Term and Termination.
 Initial Term
 Termination
 (i)
    
    by either party after (A) such party has
given written notice to the other party that such other party has
committed a material breach of its obligations hereunder and (B) such
other party has failed to correct such material breach within 90 days
of such written notice;(ii)
    
    by either party if the other party becomes
insolvent, makes or seeks to make an arrangement with or an
assignment for the benefit of creditors, or if proceedings in
voluntary or involuntary bankruptcy are instituted by, on behalf of
or against, such other party, or if a receiver or trustee of the
other partys property is appointed; or(iii)
    
    by St. Jude upon ****** prior written
notice to Hansen.
 Effect of Expiration or Termination
 (i)
    
    termination of this Agreement shall not
release either party from the obligation to make payment of all
amounts then or thereafter due and payable (which are not the subject
of a good faith dispute).




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(ii)
    
    St. Jude may, in its sole discretion, elect
to continue to market and sell, and Hansen shall continue to supply
St. Judes requirements, within the Field of Use and Territory
(except the Excluded Countries) the Hansen Products for Leveraged
Sales for a period of ****** following any early termination of this
Agreement prior to the expiration of the Term, on the terms and
conditions of this Agreement which survive termination;(iii)
    
    With respect to a termination not covered
by Section 12(c)(ii) above, Hansen shall continue to supply St.
Judes requirements for Hansen Products to the extent necessary for
St. Jude to perform its obligations under any orders existing on the
date of termination for a period of ****** months after such date of
termination;(iv)
    
    St. Jude shall deliver to Hansen or
destroy, upon request, all Hansen Product materials supplied by
Hansen and all Hansen Product marketing materials of any kind, except
for such materials as are required by St. Jude in connection with any
sales of inventory, sales under Section 12(c)(ii), and sales to
fulfill outstanding orders under Section 12(c)(iii);(v)
    
    the license to use Trademarks shall
terminate (except to the extent needed to sell inventory and fulfill
Hansen Product orders existing on the date of termination under this
Section 12(c)) and as may be required for sales pursuant to Section
12(c)(ii) and (iii); and(vi)
    
    the obligations of Hansen and St. Jude
pursuant to Sections 4(c), (d), (f) and (1) (Obligations of Hansen),
7(c) (Price; Fees; Invoicing), 9 (Representations and Warranties), 10
(Product Warranty and Insurance), 11 (Pass-through of Hansen Terms
and Conditions), 12 (Term and Termination), 14 (Indemnification), 15
(Confidential Information and Publicity), and 16 (General Provisions)
of this Agreement will survive any expiration or termination of this
Agreement.
 Nothing herein will limit any remedies which a party may have for the other partys
default, except as expressly provided herein. Neither party shall be liable to the other
for any damage in connection with that partys termination of this Agreement by written
notice in accordance with Section 12(c).13.
    
    Intentionally Omitted.14.
    
    Indemnification.




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1.
    
    claims or suits for bodily
injury, including, but not limited to, death, or property
damage to the extent that such claims or suits allege that such
injury or damage was caused by: (A) the defective design or
manufacture of a Hansen Product; (B) the unreasonably dangerous
condition of a Hansen Product; (C) negligent failure to warn
concerning a Hansen Product; or (D) a breach by Hansen of any
representations, warranties or covenants of Hansen hereunder;2.
    
    any recalls or replacements of
Hansen Products, whether required or recommended by any
government or other authority or organization or otherwise
deemed appropriate by Hansen and St. Jude; and3.
    
    any product liability claims
arising from the Product Warranty provided by Hansen in Section
10;
 except
    1.
    
    claims or suits for bodily
injury, including, but not limited to, death, or property to
the extent that such claims or suits




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allege that such injury or damage was caused by: (A) the defective
design or manufacture of any EnSite System; (B) the unreasonably
dangerous condition of an EnSite System; (C) negligent failure to
warn concerning an EnSite System; or (D) a breach by St. Jude of
any representations, warranties or covenants of St. Jude
hereunder; and2.
    
    any recalls or replacements of
the EnSite System (including the Fully Integrated EnSite
System), whether required or recommended by any government or
other authority or organization or otherwise deemed appropriate
by Hansen and St. Jude.
 except
   15. Confidential Information and Publicity.




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16. General Provisions.
 Governing Law
 Entire Agreement
 Amendments
 Severability
 Construction Against Waiver




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Counterparts
 Assignment provided however
 Notices
 (1)

    If to Hansen:
 
  
 with a copy to (which shall not constitute notice):
 
 (2)

    If to St. Jude:




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and
 
 and
 
 and
 
 and
 
  Force Majeure




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No Strict Construction
 Headings; Interpretation
 Non-Hire
 Third Party Beneficiaries




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HANSEN MEDICAL, INC.
    
    ST. JUDE MEDICAL, INC.By:
    
    /s/ Gary Restani
    
    By:
    
    /s/ Pamela S. KropGary Restani
    
    Pamela S. Krop(Print Name)
    
    (Print Name)Title:
President and Chief Operating Officer
    
    Title: Vice President, General Counsel and Secretary
 [Signature Page to Co-Marketing Agreement]




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Appendix A




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Appendix B