www.EXFILE.com  888.775-4789  BOSTON SCIENTIFIC CORP. FORM 10-Q


    EXHIBIT
      10.6


    SETTLEMENT
      AGREEMENT

    


    This
      Settlement Agreement ("Agreement") is entered into as of this 29th day of July,
      2006, by and between Boston Scientific Corporation, a corporation organized
      and
      existing under the laws of the State of Delaware ("BSC"), Guidant Corporation,
      a
      corporation organized and existing under the laws of the State of Indiana
      ("Guidant"),
      Cardiac Pacemakers, Inc., a corporation organized and existing under the laws
      of
      the State of Minnesota ("CPI"), Guidant Sales Corporation, a corporation
      organized and existing under the laws of the State of Indiana ("GSC"), and
      Advanced Bionics Corporation, a corporation organized and existing under the
      laws of the State of Delaware ("ABC"), on the one hand (hereinafter collectively
      referred to as the "BSC Parties"), and St. Jude Medical, Inc., a corporation
      organized and existing under the laws of the State of Minnesota ("St. Jude"),
      St. Jude Medical S.C., Inc., a corporation organized and existing under the
      laws
      of the State of Minnesota ("SJMSC"), Pacesetter, Inc., a corporation organized
      and existing under the laws of the State of Delaware ("Pacesetter"), and
      Advanced Neuromodulation Systems, Inc., a corporation organized and existing
      under the laws of the State of Texas ("ANS"), on the other hand (hereinafter
      collectively referred to as the "St. Jude Parties"). The BSC Parties and the
      St.
      Jude Parties shall collectively be referred to as the "Parties" in this
      Agreement.

    RECITALS

    WHEREAS,
      there currently are pending between the BSC Parties and the St. Jude Parties
      the
      following cases:

     

    
      	1.         
               	
              Cardiac
                Pacemakers, Inc. et
                al. v. St. Jude Medical, Inc. et al.,
                Civil Action No. 1-96-cv-1718 DFH/TAB, (S.D. Ind.) (the "Indiana
                case");

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	2.           	
              Pacesetter,
                Inc. et al. v. Cardiac Pacemakers, Inc. et
                al.,
                Case No. 02-1337 DWF/SRN, (D. Minn.) (the "Minnesota Pacesetter
                case");

            


    

     

    
      	3.           	
              Cardiac
                Pacemakers, Inc. et
                al. v. St. Jude Medical, Inc. et al.,
                Civil Action No. 04-1016 JMR/FLN (D. Minn.) (the "Minnesota CPI
                case");

            


    

     

    
      	4.           	
              Guidant
                Corp. et al. v. St. Jude Medical, Inc. et al.,
                Civil Action No. 04-0067-SLR (D. Del.) (the "Delaware
                case");

            


    

     

    
      	5.           	
              Pacesetter,
                Inc. et al. v. Intermedics, Inc. et
                al.,
                Case No. CV 06-3166 GHK(FFMx) (C.D. Cal.) (the "California
                case");

            


    

     

    
      	6.           	
              Advanced
                Neuromodulation Systems, Inc. v. Advanced Bionics Corp.,
                Civil Action No. 4:04cv131 (E.D. Tex); Advanced
                Bionics Corp. v. Advanced Neuromodulation Systems, Inc.,
                Civil Action No. 4:04cv131 (E.D. Tex.); and the Advanced
                Neuromodulation Systems, Inc. v. Advanced Bionics Corp
                arbitration, Institute for Conflict Prevention and Resolution Case
                No.
                G-06-08A (the "ANS/ABC cases");

            


    

     

    all
      of
      which are collectively referred to herein as the "Litigation";

    WHEREAS,
      the BSC Parties and the St. Jude Parties entered into discussions in an effort
      to resolve the Litigation;

    WHEREAS,
      in connection with the discussions with the BSC Parties (and with their
      permission), the St. Jude Parties entered into discussions with representatives
      of MFV (as defined below) in an effort to resolve the Indiana case and the
      Delaware case, but the St. Jude Parties' efforts at negotiating a resolution
      of
      those cases with the representatives of MFV were unsuccessful;

    WHEREAS,
      the Parties now wish to settle certain cases of the Litigation and to limit
      the
      issues remaining in the rest of the Litigation, upon the terms and conditions
      set forth in this Agreement (and the Exhibits hereto);

    NOW,
      THEREFORE, in consideration of the promises and of the mutual covenants
      hereinafter set forth, and of the good and valuable consideration flowing from
      each party to the other, the Parties hereto, intending to be legally bound
      hereby, covenant and agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      I

    Definitions

    Section
      1.01. Affiliates.
      "Affiliates" as used herein shall have the meaning set forth in the CRM License
      Agreement.

    Section
      1.02. CRM
      License Agreement.
      "CRM
      License Agreement" as used herein shall mean the license agreement relating
      to
      cardiac rhythm management products by and between Boston Scientific Corporation
      and St. Jude Medical, Inc., dated July 29, 2006, an executed copy of which
      is
      attached hereto as Exhibit A.

    Section
      1.03. SCS
      License Agreement.
      "SCS
      License Agreement" as used herein shall mean the license agreement relating
      to
      spinal cord stimulation products by and between Boston Scientific Corporation
      and St. Jude Medical, Inc., dated July 29, 2006, an executed copy of which
      is
      attached hereto as Exhibit B.

    Section
      1.04. Medtronic
      Action.
      The
      "Medtronic Action" as used herein shall mean the litigation captioned
Medtronic,
      Inc. v. Guidant Corporation, et al.,
      case
      number 05-1515, currently pending in the U.S. Court of Appeals for the Federal
      Circuit, and any continuation of that action at the district court or appellate
      court levels following the issuance of a mandate by the Federal
      Circuit.

    Section
      1.05 MFV. "MFV"
      as
      used herein shall mean Mirowski Family Ventures, LLC, a limited liability
      company organized under the laws of the State of Maryland. MFV is also a
      plaintiff adverse to the St. Jude Parties in the Indiana case and the Delaware
      case.

    Section
      1.06. SCS
      Field.
      "SCS
      Field" as used herein shall have the meaning set forth in the SCS License
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      1.07.
      Derivative
      Product.
      "Derivative Product” as used herein shall mean any product subsequently approved
      by applicable regulatory authorities for use in spinal cord stimulation to
      manage chronic pain of the trunk and limbs that is of substantially equivalent
      design and functionality as a product that is commercially marketed and sold
      as
      of the Effective Date. In the interest of clarity, a future product shall be
      considered a "Derivative Product" unless it is covered by a patent (other than
      the Licensed Patents) that does not cover a product commercially marketed and
      sold as of the Effective Date. Whether a future product is a "Derivative
      Product" shall be determined on a patent-by-patent basis; a future product
      that
      is not a "Derivative Product" with respect to one patent shall not be exposed
      to
      claims of infringement based on any other patent for which the product is a
      "Derivative Product."

    Section
      1.08. Effective
      Date.
      "Effective Date" as used herein shall mean July 29, 2006.

    ARTICLE
      II

    Dismissal
      of Certain Cases and Narrowing of Issues In Remaining Cases

     

    Section
      2.01. Contemporaneously
      with the execution of this Agreement, the Parties shall execute and promptly
      file with the appropriate courts the following documents:

     

    
      	a.           
               	
              A
                stipulation for dismissal with prejudice of the Minnesota Pacesetter
                case
                in the form of Exhibit C;

            


    

     

    
      	b.             	
              A
                stipulation for dismissal with prejudice of the Minnesota CPI case
                in the
                form of Exhibit D;

            


    

     

    
      	c.             	
              A
                stipulation for dismissal with prejudice of the California case in
                the
                form of Exhibit E;

            


    

     

    
      	d.             	
              A
                stipulation for dismissal with prejudice of the ANS/ABC cases in
                the form
                of Exhibits F and G;

            


    

     

    The
      foregoing cases constitute the "Dismissed Litigation." Those cases not so
      dismissed pursuant to this Section 2.01 constitute the "Remaining
      Litigation."

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      2.02. The
      Parties further agree that the issues remaining to be litigated in the Remaining
      Litigation shall be circumscribed and continue only within the following
      parameters:

     

    
      	a.             	
              The
                Indiana case.
                

            


    

     

    
      	i.           
               	
              In
                consideration for the St. Jude Parties' covenants and agreements
                in
                Sections 2.02, 2.03 and 2.04 of this Agreement, the BSC Parties covenant
                and agree that plaintiffs in the Indiana case shall withdraw and/or
                not
                further pursue any damages claim for lost profits, price erosion,
                an "up
                front" royalty payment, prejudgment interest, or attorneys’ fees against
                the St. Jude Parties. In addition, the BSC Parties covenant and agree
                that
                plaintiffs in the Indiana case shall only pursue a damages claim
                based on
                pulse generators and leads which plaintiffs contend infringe the
                patent
                claim asserted in the Indiana case, and will withdraw and/or not
                pursue
                any damages claim based on other products, whether through a "convoyed
                sales" theory or otherwise. Notwithstanding such covenant and agreement,
                it is understood that the defendants in the Indiana case shall continue
                to
                be free to argue that damages are not warranted due to non-infringement,
                invalidity and/or other defenses, except as set forth in Section
                2.02(a)(ii), below. The BSC Parties further covenant and agree that
                plaintiffs in the Indiana case shall limit any claim for damages
                to a
                reasonable royalty theory, with a royalty that shall not exceed three
                percent (3%) of the net sales revenue from any sales found to infringe
                the
                patent in suit, and that plaintiffs shall not be entitled to receive
                any
                payment in connection with the Indiana case, by way of judgment or
                

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	 	
                otherwise,
                  that exceeds three percent (3%) of the net sales revenue from any
                  sales
                  found to infringe the patent in
                  suit.

              


      

      
      

       

    

    
      	ii.             	
              In
                consideration for the BSC Parties' covenants and agreements in Sections
                2.02, 2.03 and 2.04 of this Agreement, the St. Jude Parties covenant
                and
                agree that they will withdraw and/or not further pursue their fraud
                claim
                and any claim for attorneys’ fees. In addition, the St. Jude Parties
                covenant and agree not to seek to introduce any evidence of Guidant
                product recalls; provided, however, that the BSC Parties covenant
                and
                agree to ensure that plaintiffs will not seek to introduce any evidence
                of
                St. Jude product recalls. The St. Jude Parties further covenant and
                agree
                that (1) defendants in the Indiana case will not seek discovery on
                or
                introduce any evidence in pleadings or court relating to Dr. Bourland’s
                conduct or plaintiffs’ conduct vis a vis Dr. Bourland in connection with
                the trial of this matter in June 2001 and related information revealed
                after that trial; and (2) defendants in the Indiana case will not
                pursue
                any claim or defense (e.g., unclean hands, inequitable conduct,
                unenforceability, estoppel, misuse, and/or fraud) based, in-whole
                or
                in-part, on Dr. Bourland’s conduct in connection with the trial of this
                matter in June 2001 or based, in-whole or in-part, on plaintiffs’ conduct
                vis a vis Dr. Bourland in connection with the trial of this matter
                in June
                2001 and related information revealed after that trial. Defendants
                will
                remain free to pursue any defense (including, but not limited to,
                inequitable conduct, unenforceability and misuse) to the extent that
                such
                defense is not based in

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	      	
                whole
                  or in part on Dr. Bourland’s conduct in connection with the trial of this
                  matter in June 2001 or based, in-whole or in-part, on plaintiffs’ conduct
                  vis a vis Dr. Bourland in connection with the trial of this matter
                  in June
                  2001 and related information revealed after that trial; and plaintiffs
                  will remain free to argue that any such defense is not warranted
                  or is not
                  properly before the Indiana court, whether based on law of the
                  case,
                  waiver, failure of proof, judgment as a matter of law, or other
                  ground.

              


      

      
      

       

    

    
      	b.             	
              The
                Delaware case.
                

               

            


    

    
      	i.             	
              In
                consideration for the St. Jude Parties' covenants and agreements
                in
                Sections 2.02, 2.03 and 2.04 of this Agreement, the BSC Parties covenant
                and agree that plaintiffs in the Delaware case shall withdraw and/or
                not
                further pursue any damages claim for lost profits, price erosion,
                an "up
                front" royalty payment, enhanced damages (i.e.,
                treble damages and/or attorneys' fees), or prejudgment interest,
                against
                the St. Jude Parties. In addition, the BSC Parties covenant and agree
                that
                plaintiffs in the Delaware case shall only pursue a damages claim
                based on
                pulse generators and leads which plaintiffs contend infringe the
                patent
                claims asserted in the Delaware case, and will withdraw and/or not
                pursue
                any damages claim based on other products, whether through a "convoyed
                sales" theory or otherwise. Notwithstanding such covenant and agreement,
                it is understood that the defendants in the Delaware case shall continue
                to be free to argue that damages are not warranted due to
                non-infringement, invalidity and/or other defenses, except as set
                forth
                in

            


    

    
    

     

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	  	
                 

              


      

      
        	            	
                Section
                  2.02(b)(ii), below. The BSC Parties also covenant and agree that
                  plaintiffs in the Delaware case shall withdraw their request for
                  and/or
                  not further pursue an injunction until all appeals have been exhausted
                  and
                  any judgment of infringement is final and no longer appealable.
                  The BSC
                  Parties further covenant and agree that plaintiffs in the Delaware
                  case
                  shall limit any claim for damages to a reasonable royalty theory,
                  with a
                  royalty that shall not exceed three percent (3%) of the net sales
                  revenue
                  from any sales found to infringe the patent in suit, and that plaintiffs
                  shall not be entitled to receive any payment in connection with
                  the
                  Delaware case, by way of judgment or otherwise, that exceeds three
                  percent
                  (3%) of the net sales revenue from any sales found to infringe
                  the patent
                  in suit.

              


      

      
      

       

    

    
      	ii.             	
              In
                consideration for the BSC Parties' covenants and agreements in Sections
                2.02, 2.03 and 2.04 of this Agreement, the St. Jude Parties covenant
                and
                agree that they will withdraw and/or not further pursue their fourth
                ("no
                error"), sixth ("intervening rights"), and eighth ("claim splitting")
                affirmative defenses, and any claim for attorneys’ fees. In addition, the
                St. Jude Parties covenant and agree not to seek to introduce any
                evidence
                of Guidant product recalls; provided, however, that the BSC Parties
                covenant and agree to ensure that plaintiffs will not seek to introduce
                any evidence of St. Jude product
                recalls.

            


    

    
    

     

    
      	iii.             	
              Notwithstanding
                any contrary outcome of the Delaware case, the Parties agree that
                defendants in the Delaware case shall not be placed in a position
                that is
                worse than that of Medtronic as a result of the final resolution
                of
                the

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	           	
                Medtronic
                  Action.  In particular, should Medtronic obtain a final,
                  non-appealable judgment in the Medtronic Action invalidating one
                  or more
                  patent claims which plaintiffs in the Delaware case have asserted
                  against
                  the defendants in the Delaware case, the Parties agree that
                  defendants in the Delaware case shall owe no damages or payments
                  to the
                  plaintiffs on any such patent claim(s).  In addition, the Parties
                  agree that, should Medtronic agree to a settlement with BSC and/or
                  MFV of the Medtronic Action on terms more favorable than the terms
                  plaintiffs have sought from the defendants in the Delaware case,
                  then
                  plaintiffs in the Delaware case shall limit their pursuit of any
                  claim for
                  damages in the Delaware case such that any damages claim is no
                  less
                  favorable for the defendants in the Delaware case than the terms
                  of the
                  settlement in the Medtronic Action are favorable for Medtronic,
                  and any
                  damages or payments owed by the defendants in the Delaware case
                  shall be
                  so limited.

              


      

       

    

    Section
      2.03. Further
      Agreements.
      The BSC
      Parties agree that St. Jude and its Affiliates shall be free to seek to
      negotiate an agreement with MFV resolving the Indiana case and the Delaware
      case
      and that the BSC Parties will take no action to interfere with the further
      efforts of St. Jude and its Affiliates to negotiate with MFV a resolution of
      such cases. In connection with, and contingent upon, MFV's settlement of the
      Indiana case and the Delaware case with St. Jude and its Affiliates, the BSC
      Parties covenant, consent and agree to: (1) license or sublicense the MFV patent
      portfolio to the St. Jude and/or its Affiliates (as provided in Section 2.06
      of
      the CRM License Agreement) and/or permit MFV to provide St. Jude and/or its
      Affiliates with such a license or sublicense directly on the same or different
      terms as St. Jude and MFV may agree; 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    and
      (2)
      dismiss the Indiana case and the Delaware case for no royalty or other
      consideration payable to BSC (including, by way of example, no payment of any
      settlement proceeds to BSC and no reimbursement of the costs of litigation
      BSC
      or any of its Affiliates may have incurred). The BSC Parties further covenant
      and agree that any license or sub-license resulting from a settlement between
      St. Jude and its Affiliates and MFV may be on different terms than those terms
      under which BSC and/or its Affiliates are currently licensed by MFV, but, in
      any
      event, shall not be on terms less favorable to St. Jude and/or its Affiliates
      than the terms under which BSC and/or its Affiliates are currently licensed
      by
      MFV. The BSC Parties also covenant and agree to execute any further documents
      or
      make any additional undertakings that may be necessary to effectuate the
      provisions of this Section 2.03. The St. Jude Parties covenant and agree that
      St. Jude and/or its Affiliates will be solely responsible for any payments
      to
      MFV in connection with any settlement with MFV resolving the Indiana case and
      the Delaware case.

    Section
      2.04. Conduct
      of the Remaining Litigation.
      The BSC
      Parties and the St. Jude Parties further covenant and agree to conduct remaining
      portions of the Indiana case and the Delaware case as follows:

    a. Scheduling
      of the Indiana Case.
      The BSC
      Parties and the St. Jude Parties covenant and agree that plaintiffs and
      defendants will cooperate in good faith to negotiate and make such adjustments
      to the pre-trial and trial schedule in the Indiana case as are mutually
      acceptable such that no party suffers prejudice in meeting any applicable
      discovery, pretrial or trial deadlines. In order to effectuate the foregoing,
      the Parties covenant and agree to develop a jointly proposed pre-trial and
      trial
      schedule through good faith negotiations and to jointly request that the Court
      in the Indiana case vacate the

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    existing
      pre-trial and trial schedule if they cannot agree on a schedule that maintains
      the existing trial date.

    b. Scheduling
      of the Delaware Case.
      The BSC
      Parties and the St. Jude Parties covenant and agree that plaintiffs and
      defendants will cooperate in good faith to negotiate and make such adjustments
      to the pre-trial and trial schedule in the Delaware case as are mutually
      acceptable such that no party suffers prejudice in meeting any applicable
      discovery, pretrial or trial deadlines. In order to effectuate the foregoing,
      the Parties covenant and agree to develop a jointly proposed pre-trial and
      trial
      schedule through good faith negotiations and to jointly request that the Court
      in the Delaware case vacate the existing pre-trial and trial
      schedule.

    c. Use
      of
      This Agreement in the Remaining Litigation.
      The BSC
      Parties and the St. Jude Parties covenant and agree that this Agreement, along
      with all of the other agreements and stipulations that are to be executed by
      the
      Parties as contemplated herein, shall be protected under Federal Rule of
      Evidence 408 and any other applicable state or federal privileges or immunities
      from use as evidence with respect to settlements or offers to compromise and
      that neither plaintiffs nor defendants shall seek to introduce this Agreement
      or
      the CRM License Agreement as evidence in either the Indiana case or the Delaware
      case for any purpose other than as may reasonably be required to enforce and
      effectuate the provisions of this Agreement.

    d. No
      Admissions.
      The BSC
      Parties and the St. Jude Parties covenant and agree that nothing in this
      Agreement shall be construed as an admission of liability by any party and
      that
      neither plaintiffs nor defendants will seek to use or construe this

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Agreement
      in the Indiana case or the Delaware case as an admission of liability by any
      party.

    Section
      2.05. Additional
      Agreements Regarding the Lauro Arbitration.
      With
      respect to the arbitration claims asserted by ANS against Bonaventura (Reno)
      Lauro (International Institute for Conflict Prevention and Resolution Case
      No.
      G-06-07A) (the "Lauro Arbitration"), the BSC Parties additionally covenant
      and
      agree to deliver to St. Jude within five (5) business days of the Effective
      Date, a signed, written release and stipulation from Bonaventura (Reno) Lauro
      in
      which Mr. Lauro has agreed to a mutual dismissal with prejudice of the
      arbitration between ANS and Mr. Lauro that is pending before the International
      Institute for Conflict Prevention and Resolution, Case No. G-06-07A (the "Lauro
      Arbitration") and releasing all related claims between Mr. Lauro and the St.
      Jude Parties.

    ARTICLE
      III

    Cross
      Licenses

    Section
      3.01. As
      part
      of the consideration for entering into this Agreement, the Parties shall execute
      contemporaneously with the execution of this Agreement the CRM License Agreement
      and the SCS License Agreement. The Parties further covenant and agree to cause
      each of their Affiliates that holds any ownership interest in the Licensed
      Patents (as defined in the CRM License Agreement or SCS License Agreement,
      as
      appropriate) to execute and deliver to the other party within thirty (30) days
      after the Effective Date a Consent and Agreement to be Bound by License,
      substantially in the form of Exhibit I, hereto, with regard to the CRM License
      Agreement, and the SCS License Agreement. The Parties agree that their sole
      remedy for any failure by a party to cause an Affiliate to execute and deliver
      a
      required Consent and Agreement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    to
      be
      Bound by License pursuant to this Section 3.01 shall be limited to the
      provisions of Section 7.06 of this Agreement.

    ARTICLE
      IV

    Mutual
      Releases

    Section
      4.01. All
      claims and counterclaims in the Dismissed Litigation shall be dismissed with
      prejudice, and each party, for itself and its successors and assigns, hereby
      releases, acquits, and forever discharges the other party and its Affiliates,
      successors, and assigns, and all their respective officers, directors,
      employees, agents, and representatives from all such claims and counterclaims.
      Neither these releases, nor the dismissal of the ANS/ABC Cases, are intended
      to
      prejudice or impair the rights created or preserved in the SCS License
      Agreement, and the Parties specifically agree not to assert otherwise.


    Section
      4.02.
       Each
      party, for itself and its successors and assigns, and its Affiliates and their
      respective successors and assigns, hereby expressly waives any right that it
      may
      have under the laws or statutes of any jurisdiction that limits the extension
      of
      a release to certain types of claims, including, but not limited to, California
      Civil Code § 1542, which provides that: "A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his or her favor at the time of executing the release,
      which
      if known by him or her must have materially affected his or her settlement
      with
      the debtor."

    ARTICLE
      V

    Termination
      of Japanese Distribution Agreement

    Section
      5.01. The
      Parties hereby agree that the Distribution Agreement by and between Advanced
      Neuromodulation Systems, Inc. and Boston Scientific Corporation dated June
      20,
      2002, (the "Japanese Distribution Agreement") and the respective rights and
      obligations of St.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     Jude
      and its Affiliates and BSC and its Affiliates set forth therein are terminated
      in all respects except for those provisions that by their terms were
      contemplated to survive any termination of the Japanese Distribution Agreement
      (the "Surviving Obligations"). Other than for the Surviving Obligations, each
      of
      the parties, for itself, its successors and assigns, hereby covenants not to
      sue, releases and forever discharges the other parties, their respective
      successors, assigns, affiliated entities, directors, officers, shareholders,
      and
      legal representatives, of and from any claims, demands, actions, cause and
      causes of action, suits, liabilities, obligations, promises, injuries or
      damages, of any name, nature or description in law or in equity, whether known
      or unknown, asserted or unasserted, suspected or unsuspected, or fixed or
      contingent, which the releasing party now has, or ever had, or which it shall
      or
      may have in the future, arising out of or in connection with the Japanese
      Distribution Agreement. 

    ARTICLE
      VI

    Covenant
      Not to Sue on Spinal Cord Stimulation Products

    Section
      6.01. The
      St.
      Jude Parties and their Affiliates hereby covenant not to sue the BSC Parties
      and/or their Affiliates, their respective successors, assigns, affiliated
      entities, directors, officers, shareholders, and legal representatives,
      distributors, resellers, customers, and end users with respect to any alleged
      infringement of patent or other intellectual property rights owned or held
      by
      St. Jude and/or its Affiliates by any products used in spinal cord stimulation
      to manage chronic pain that are currently commercially marketed and sold as
      of
      the Effective Date anywhere in the world, pursuant to FDA, CE mark, or MHLW
      approval, and all Derivative Products. 

    Section
      6.02. The
      BSC
      Parties and their Affiliates hereby covenant not to sue the St. Jude Parties
      and/or their Affiliates, their respective successors, assigns, affiliated
      entities, 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    directors,
      officers, shareholders, and legal representatives, distributors, resellers,
      customers, and end users with respect to any alleged infringement of patent
      or
      other intellectual property rights owned or held by BSC and/or its Affiliates
      by
      any products used in spinal cord stimulation to manage chronic pain that are
      currently commercially marketed and sold as of the Effective Date anywhere
      in
      the world, pursuant to FDA, CE mark, or MHLW approval, and all Derivative
      Products. 

    ARTICLE
      VII

    Representations
      and Warranties

    Section
      7.01. Each
      of
      the Parties represents and warrants that it has the power and authority to
      execute, deliver, enter into and perform this Agreement and that it is legally
      permitted to grant the rights granted and to make all covenants and perform
      all
      obligations required by this Agreement, including all of the exhibits hereto.
      

    Section
      7.02.
      Each of
      the Parties represents and warrants that to the extent that any third-party
      consents are required for the performance of any of its obligations under this
      Agreement, it has obtained all such required consents. Notwithstanding the
      foregoing, to the extent that a third party consent is required for sublicensing
      under Section 2.02 of the CRM License Agreement, this Section 7.02 is not
      intended as a representation and warranty by any party that such consent has
      been secured.

    Section
      7.03.
      The BSC
      Parties represent and warrant to the St. Jude Parties that all plaintiffs in
      the
      Delaware case and the Indiana case shall conduct those cases in accordance
      with,
      and subject to, the covenants and agreements set forth in Sections 2.02 and
      2.04, above, which are incumbent on the BSC Parties.
      The
      Parties agree that the St. Jude Parties' sole remedy for any breach of this
      Section 7.03 by the BSC Parties shall be as set forth in the provisions of
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      7.06, except that any breach of this Section 7.03 by the BSC Parties as a result
      of a failure to conduct those cases in accordance with, and subject to, the
      covenants and agreements in Section 2.02 shall also operate to relieve the
      St.
      Jude Parties from their obligations under Section 2.02, above, to an extent
      that
      is commensurate with the failure of the BSC Parties. Absent agreement of the
      Parties, the extent of relief that shall be afforded the St. Jude Parties from
      their obligations under Section 2.02, above, shall be determined by the Court
      in
      which the failure of the BSC Parties arose.

    Section
      7.04.
       The
      St.
      Jude Parties represent and warrant to the BSC Parties that defendants in the
      Delaware case and the Indiana case shall conduct those cases in accordance
      with,
      and subject to, the covenants and agreements set forth in Section 2.02, above,
      which are incumbent on the St. Jude Parties. The Parties agree that any breach
      by the St. Jude Parties of this Section 7.04 shall not result in termination
      of
      the Parties' other rights and obligations as set forth in the other provisions
      of this Agreement and that the sole remedy for breach of this Section 7.04
      by
      the St. Jude Parties as a result of a failure to conduct those cases in
      accordance with, and subject to, the covenants and agreements in Section 2.02
      shall be to relieve the BSC Parties from their obligations under Section 2.02,
      above, to an extent that is commensurate with the failure of the St. Jude
      Parties. Absent agreement of the Parties, the extent of relief that shall be
      afforded to the BSC Parties from their obligations under Section 2.02, above,
      shall be determined by the Court in which the failure of the St. Jude Parties
      arose.

    Section
      7.05.
      The
      BSC
      Parties represent and warrant that, with regard to the Indiana case and the
      Delaware case and subject to the terms of Section 2.02, above, BSC and/or its
      Affiliates shall fully perform all obligations required of BSC and/or its
      Affiliates and enforce all rights to which BSC and/or its Affiliates are
      entitled under its current agreements with MFV, except that 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    BSC
      and
      its Affiliates waive any right to any settlement proceeds and/or reimbursement
      of the costs of litigation pursuant to Section 2.03, above, in the event of
      an
      agreement between St. Jude and its Affiliates and MFV resolving the Indiana
      case
      and the Delaware case.  The
      BSC
      Parties further represent and warrant that until final, non-appealable judgments
      are entered in both the Indiana case and the Delaware case, or both of those
      cases are otherwise fully resolved and dismissed, neither BSC nor any of its
      Affiliates will modify, alter or waive any of their obligations or
      rights under any current agreement with MFV without first providing notice
      to
      and receiving written consent from the St. Jude Parties, which consent shall
      not
      be unreasonably withheld.

    Section
      7.06.
      Each
      party shall defend, indemnify, and hold harmless the other party and its
      Affiliates, and all officers, directors, employees, attorneys, agents,
      successors, and assigns of the other party and its Affiliates (collectively,
      the
      "Indemnified Parties"), against any and all legal expenses, costs, settlements,
      judgments, claims, controversies, demands, rights, disputes, grievances, causes
      of action, damages, enhanced damages, injunctions, attorneys' fees or
      prejudgment interest imposed on or incurred by any of the Indemnified Parties
      by
      reason of any failure, inaccuracy, or breach of any of the representations
      and
      warranties of such party pursuant to this Article VII or failure to obtain
      the
      consent of an Affiliate pursuant to Section 3.01, above.

    ARTICLE
      VIII

    Confidentiality/Publicity
      Concerning Agreement

    Section
      8.01. It
      is
      intended that, to the extent possible, the terms of this Agreement remain
      confidential. No party or any Affiliate of a party shall originate any
      publicity, news release, or other such general public announcement or make
      any
      other disclosure to any third party regarding the terms of this Agreement
      without the express written consent of the other 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    party
      (without limitation, the foregoing provision is not intended to limit
      communications deemed reasonably necessary or appropriate by a party or its
      Affiliate to its employees, shareholders, directors, officers,
      accountants, auditors
      and
      legal counsel). Notwithstanding the foregoing provision, the Parties and their
      respective Affiliates shall not be prohibited from making any disclosure or
      release that is required by law, court order, or applicable regulation, or
      is
      considered necessary by counsel to fulfill an obligation under securities laws
      or the rules of the New York Stock Exchange or other applicable stock exchange
      or to protect any intellectual property right in any territory so long as the
      disclosing party provides notice to the other party at least five(5) business
      days prior to such disclosure. However, the Parties agree that, with regard
      to
      any required disclosure to the Securities and Exchange Commission regarding
      this
      Agreement or the fact that it has been executed that is made on or around the
      Effective Date, prior notice to the other party shall not be
      required.

    ARTICLE
      IX

    Notices

    Section
      9.01. Any
      notice or other communication to be made pursuant to this Agreement shall be
      sent to the other party at its address listed below or at such other address
      such party may hereinafter designate to the other party in writing:

    If
      to the
      BSC Parties:

    President
      and CEO

    Boston
      Scientific Corporation

    One
      Boston Scientific Place 

    Natick,
      MA 01760-1537

    Facsimile
      No.: (508) 650-8956 

    


    with
      a
      copy to: General Counsel

     

    If
      to the
      St. Jude Parties:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    President
      and CEO

    St.
      Jude
      Medical, Inc. 

    One
      Lillehei Plaza

    St.
      Paul,
      MN 55117

    Facsimile
      No.: (651) 481-7690 

    


    with
      a
      copy to: General Counsel

     

    Notice
      shall be deemed to have been given: (i) at the expiration of two (2) business
      days from the date of delivery by facsimile transmission, provided a copy is
      deposited postage prepaid for delivery with the postal service or given for
      delivery to an express courier service on the same date as the sending of the
      facsimile, or (ii) ten (10) business days from the date the communication is
      deposited postage prepaid with the postal service or given to an express courier
      service, unless actual receipt of the notice at an earlier date is established.
      Without limitation of the foregoing, a written receipt signed by the addressee
      or its duly appointed representative situated at the addresses set forth
      hereinabove shall constitute sufficient evidence of service. Either party may
      change its address and facsimile information by written notice given in
      accordance with the provisions of this Section 9.01.

     

    ARTICLE
      X

    Alternative
      Dispute Resolution

    Section
      10.01. (a) Except
      as
      to any dispute concerning Sections 2.02 and 2.04, any dispute that arises out
      of
      or relates to this Agreement, including an alleged breach of this Agreement
      but
      excluding any dispute under Section 8.01(a) of the CRM License Agreement or
      Section 8.01(a) of the SCS License Agreement, between (i) St. Jude or a St.
      Jude
      Affiliate and (ii) BSC or a BSC Affiliate which is not resolved by negotiation
      as provided in subsection (b) of this Section 10.01 shall be resolved by binding
      Alternative Dispute Resolution (“ADR”) in the manner described in Exhibit H.
      Disputes relating to Sections 2.02 and 2.04 of this Agreement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    may
      be
      resolved by the Court in the Indiana case or the Delaware case, as appropriate,
      or by negotiation as provided in subsection (b) of this Section 10.01; however,
      if the dispute is not resolved by such means, then the dispute shall be resolved
      by the ADR procedure of Exhibit H.

    (b) The
      Parties recognize that a bona fide
      dispute
      may arise from time to time as to certain matters that relate to this Agreement.
      In all such instances, any party may, by written notice to the other party,
      have
      such dispute referred to their respective employees designated below or their
      successors, for attempted resolution by good faith negotiations within sixty
      (60) days after such notice is received. Such designated employees are as
      follows:

    For
      the
      BSC Parties: 

     

    General
      Counsel

    Boston
      Scientific Corporation

    One
      Boston Scientific Place

    Natick,
      MA 01760-1537

    Facsimile
      No.: (508) 650-8956

    


     

    For
      the
      St. Jude Parties:

     

    General
      Counsel

    St.
      Jude
      Medical, Inc. 

    One
      Lillehei Plaza

    St.
      Paul,
      MN 55117

    Facsimile
      No.: (651) 481-7690 

    


    Any
      settlement reached by the Parties under this Section 10.01 shall not be binding
      until reduced to writing and signed by authorized officers of BSC and St. Jude.
      If the designated employees are unable to resolve such dispute within such
      sixty-day period, any party may invoke the ADR provisions of this Section
      10.01.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      XI

    General
      Provisions

    Section
      11.01. Modification.
      This
      Agreement may not be modified, changed, or terminated orally. No change,
      modification, addition, or amendment shall be valid unless given in a writing
      expressly indicating an intent to modify the Agreement and duly executed by
      the
      Parties.

    Section
      11.02. Entire
      Agreement.
      This
      Agreement, along
      with all of the other agreements and stipulations that are to be executed by
      the
      Parties as contemplated herein, constitutes
      the entire agreement among the Parties with respect to the subject matter hereof
      and supersedes any and all negotiations, correspondence, understandings and
      agreements, whether written or oral, between the Parties respecting the subject
      matter hereof.

    Section
      11.03. Governing
      Law.
      Recognizing that the laws within the United States and international
      jurisdictions vary in their content and effect with respect to similar subject
      matter, and that the Parties desire uniformity and predictability in
      interpretation and enforcement of this Agreement, the Parties have agreed to
      the
      following provisions regarding applicable law to govern this Agreement: All
      matters affecting the interpretation, form, validity, and performance of this
      Agreement shall be decided under the laws of the State of Minnesota (without
      regard to principles of conflicts of laws), including its procedural laws;
      provided, however, that (a) nothing in Minnesota state procedural law shall
      be
      deemed to alter or affect the applicability of the Federal Arbitration Act
      as
      governing arbitration of disputes as provided in this Agreement, and (b) no
      Minnesota state arbitration laws or arbitration rules shall be
      applicable.

    Section
      11.04. Force
      Majeure.
      No
      party (including any of its Affiliates) shall be liable in damages for, nor
      shall this Agreement be terminable or cancelable by reason of, any delay or
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    default
      in any party's performance hereunder if such default or delay is caused by
      events beyond such party's reasonable control including, but not limited to,
      acts of God, action of any government or agency thereof, war or insurrection,
      civil commotion, destruction of facilities or materials by earthquake, fire,
      flood or storm, labor disturbances, epidemic, or failure of public utilities
      or
      common carriers. The party (or Affiliates) so affected shall give prompt notice
      to the other Parties of such cause, and shall take whatever reasonable steps
      are
      necessary to relieve the effect of such cause as rapidly as possible. All
      Parties (or Affiliates) agree to endeavor to resume their performance hereunder
      if such performance is delayed or interrupted by reason of force
      majeure.

    Section
      11.05. Counterparts.
      This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed to be an original.

    Section
      11.06. Captions.
      The
      captions in this Agreement are intended solely as a matter of convenience and
      are for reference only, and shall be given no effect in the construction or
      interpretation of this Agreement.

    Section
      11.07. Severability
      of Provisions.
      Should
      any part or provision of this Agreement be held unenforceable or in conflict
      with the law of any jurisdiction, the validity of the remaining parts or
      provisions shall not be affected by such holding.

    Section
      11.08. No
      Agency.
      At no
      time shall any party or its Affiliate hold itself out to be the agent, employee,
      lessee, sublessee, partner, or joint venture partner of the other party or
      its
      Affiliates. No party or its Affiliates shall have any express or implied right
      or authority to assume or create any obligations on behalf of or in the name
      of
      the other party or its Affiliates or to bind the other party or its Affiliates
      with regard to any other contract, agreement, or undertaking with a third
      party.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      11.09. Further
      Assurances.
      At such
      time and from time to time on and after the Effective Date upon request by
      a
      party, the other party will execute and deliver or will cause to be executed
      and
      delivered, all such further acts, acknowledgments, and assurances that may
      be
      reasonably required for carrying out the purposes of this Agreement. Such
      further assurances may include, but not be limited to, an acknowledgment by
      Affiliates of a party that such Affiliates are bound by the terms and provisions
      of this Settlement Agreement.

    Section
      11.10. Construction
      Against Waiver.
      No
      waiver of any term, provision, or condition of this Agreement, whether by
      conduct or otherwise, in any one or more instances shall be deemed to be or
      construed as a further or continuing waiver of any such term, provision, or
      condition of this Agreement; nor shall any failure to enforce any provision
      hereof operate as a waiver of such provision or of any other
      provision.

    Section
      11.11. Protective
      Orders.
      The
      court-entered confidentiality agreements and protective orders shall remain
      in
      full force and effect after dismissal of the Dismissed Litigation, and the
      Parties shall remain bound by their terms. Each party shall sequester protected
      information and documents produced in the Litigation (including all copies
      thereof), as well as other materials containing information that the other
      party
      has designated as confidential and subject to protective order. Within ninety
      (90) days of the Effective Date, each party may identify any information and/or
      document(s) produced in one or more of the Minnesota Pacesetter case, the
      Minnesota CPI case, or the Indiana case that the party desires to use in the
      Delaware case as well as any information and/or document(s) produced in one
      or
      more of the Minnesota Pacesetter case, the Minnesota CPI case, or the Delaware
      case that the party desires to use in the Indiana case. Absent an objection
      for
      good cause by the non-identifying party, the identifying party shall thereafter
      be entitled to use the information and/or document(s) as though 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    produced
      in the Indiana case and/or the Delaware case, as appropriate. Should the
      non-identifying party have good cause to object to the use of any information
      and/or document(s) so identified, the non-identifying party shall provide the
      basis for such objection within ten (10) court days of the identification of
      the
      information and/or document(s). If an objection is made, the parties shall
      promptly meet and confer to attempt a good faith resolution. If a resolution
      is
      not reached, the non-identifying party can request that the court in the Indiana
      case and/or the Delaware case, as appropriate, preclude any use of the
      objectionable information and/or document(s) by the identifying
      party.

     

    
 

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
      and duly attested by their corporate officers authorized for this
      purpose.

     

    


    BOSTON
      SCIENTIFIC CORPORATION

     

    By:
      /s/
      Paul W.
      Sandman                            

    Executive
      Vice President, Secretary 

    and
      General Counsel

    


    ATTEST:

     

    By: /s/
      Lawrence J. Knopf         
 

     

    ST.
      JUDE
      MEDICAL, INC.

     

    By:
      /s/
      Pamela S.
      Krop                               
  

    Vice
      President, General Counsel 

    and
      Secretary

    


     

    ATTEST:

     

    By:
      /s/
      James W.A. Ladner        
 

     

    


    
 

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    CRM
      License Agreement

    


    


    


    (filed
      as
      an exhibit to issuer’s Quarterly Report on Form 10-Q 

    for
      the
      fiscal quarter ended September 30, 2006)

     

    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

    SCS
      License Agreement

    


     

    (filed
      as
      an exhibit to issuer’s Quarterly Report on Form 10-Q 

    for
      the
      fiscal quarter ended September 30, 2006)

     

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      C

    Form
      of Dismissal of Minnesota Pacesetter Case

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    UNITED
      STATES DISTRICT COURT

    DISTRICT
      OF MINNESOTA

     

     

    
      	
              PACESETTER,
                INC., and ST. JUDE MEDICAL S.C., INC., 

               

              Plaintiffs,

            	
              Case
                No. 02-CV-1337 DWF/SRN

            
	
               

              v.

            	
               

              STIPULATION
                OF DISMISSAL UNDER FRCP 41(a)(1)(ii) &
                41(c)

            
	
               

              CARDIAC
                PACEMAKERS, INC. and GUIDANT SALES CORPORATION,

               

              Defendants.

               

            	 


    

    The
      parties to this action having settled their dispute, it is stipulated and agreed
      by and among the parties to this action, represented by their attorneys, as
      follows:

    1.  The
      Second Amended Complaint is hereby dismissed with prejudice to the
      plaintiffs.

    2.  Any
      and
      all pending motions or requests for relief by any of the parties are hereby
      withdrawn.

    3.  Each
      party is to bear its own costs and attorneys’ fees.

    So
      agreed
      and stipulated.

    


    
      	 	 	 
	
              Michael
                A. Lindsay

            	 	
              Kenneth
                A. Liebman

            
	
              DORSEY
                & WHITNEY LLP

            	 	
              Felicia
                J. Boyd

            
	
              50
                South Sixth Street, Suite 1500

            	 	
              David
                J.F. Gross

            
	
              Minneapolis,
                MN 55402

            	 	
              Julie
                Knox Chosy

            
	
              (612)
                340-2600

            	 	
              FAEGRE
                & BENSON LLP

            
	 	 	
              90
                South Seventh St., Suite 2200

            
	
              Jeffrey
                M. Olson

            	 	
              Minneapolis,
                MN 55402-3901

            
	
              SIDLEY
                & AUSTIN LLP

            	 	
              (612)
                766-7000

            
	
              555
                West Fifth Street

            	 	 
	
              Los
                Angeles, CA 90013

            	 	 
	
              (213)
                896-6000

            	 	 
	 	 	 
	
              Denis
                R. Salmon

            	 	 
	
              H.
                Mark Lyon

            	 	 
	
              GIBSON,
                DUNN & CRUTCHER LLP

            	 	 
	
              1881
                Page Mill Road

            	 	 
	
              Palo
                Alto, CA 94304

            	 	 
	
              (650)
                849-5300

            	 	 
	 	 	 
	 	 	 
	
              So
                ordered:

            	 	 
	 	 	 
	 	 	 
	 	 	 
	U.S. District
              Judge	 	Date


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      D

    Form
      of Dismissal of Minnesota CPI Case

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    UNITED
      STATES DISTRICT COURT

     

    DISTRICT
      OF MINNESOTA

     

     

    
      	
              CARDIAC
                PACEMAKERS, INC. and GUIDANT SALES CORPORATION,

               

              Plaintiffs,

            	
              Case
                No. 04-CV-1016 JMR/FLN

            
	
               

              v.

            	
               

              STIPULATION
                OF DISMISSAL UNDER FRCP 41(a)(1)(ii) &
                41(c)

            
	
               

              ST.
                JUDE MEDICAL, INC., ST. JUDE MEDICAL, S.C., INC., and PACESETTER,
                INC.,

               

              Defendants.

               

            	 


    

     

     

    The
      parties to this action having settled their dispute, it is stipulated and agreed
      by and among the parties to this action, represented by their attorneys, as
      follows:

     

    4.  The
      Second Amended Complaint is hereby dismissed with prejudice to the
      plaintiffs.

     

    5.  The
      counterclaims of the First Amended Answer to the Second Amended Complaint are
      hereby dismissed with prejudice to the defendants.

     

    6.  Any
      and
      all pending motions or requests for relief by any of the parties are hereby
      withdrawn.

     

    7.  Each
      party is to bear its own costs and attorneys’ fees.

     

    So
      agreed
      and stipulated.

    


    
 

    
      
        	 	 	 
	
                Kenneth
                  A. Liebman

              	 	
                Morgan
                  Chu

              
	
                Felicia
                  J. Boyd

              	 	
                Scott
                  D. Baskin

              
	
                David
                  J.F. Gross

              	 	
                Gary
                  N. Frischling

              
	
                Julie
                  Knox Chosy

              	 	
                IRELL
                  & MANELLA LLP

              
	
                FAEGRE
                  & BENSON LLP

              	 	
                1800
                  Avenue of the Stars, Suite 900

              
	
                90
                  South Seventh St., Suite 2200

              	 	
                Los
                  Angeles, CA 90067-4276

              
	
                Minneapolis,
                  MN 55402-3901

              	 	
                (310)
                  277-1010

              
	
                (612)
                  766-7000 

              	 	 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	 	
                Denis
                  R. Salmon

              
	 	 	
                H.
                  Mark Lyon

              
	 	 	
                GIBSON,
                  DUNN & CRUTCHER LLP

              
	 	 	
                1881
                  Page Mill Road

              
	 	 	
                Palo
                  Alto, CA 94304

              
	 	 	
                (650)
                  849-5300

              
	 	 	 
	 	 	
                Michael
                  T. Nilan

              
	 	 	
                HALLELAND
                  LEWIS NILAN & JOHNSON, P.A.

              
	 	 	
                Pillsbury
                  Center South, Suite 600

              
	 	 	
                220
                  South Sixth Street

              
	 	 	
                Minneapolis,
                  MN 55402-4501

              
	 	 	
                (612)
                  338-1838

              
	 	 	 
	 	 	 
	So ordered:	 	 
	 	 	 
	 	 	 
	 	 	 
	U.S. District
                Judge	 	Date
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

    

     

     

    


    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    Form
      of Dismissal of California Case

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    UNITED
      STATES DISTRICT COURT

    CENTRAL
      DISTRICT OF CALIFORNIA

    WESTERN
      DIVISION

     

    
      	
              PACESETTER,
                INC., ST. JUDE MEDICAL, INC., and ST. JUDE MEDICAL S.C.,
                INC.,

               

              Plaintiffs,

              v.

               

              INTERMEDICS,
                INC., CARDIAC PACEMAKERS, INC., GUIDANT SALES CORPORATION, and DOES
                I
                through L, inclusive,

               

              Defendants.

            	
              CASE
                NO.: CV 06-3166 GHK (FFMx)

               

              STIPULATION
                OF DISMISSAL

            


    

    


    The
      parties to this action having settled their dispute, it is stipulated and agreed
      by and among the parties to this action, represented by their attorneys, as
      follows:

     

    8.  The
      Complaint is hereby dismissed with prejudice to the plaintiffs.

     

    9.  Each
      party is to bear its own costs and attorneys’ fees.

     

    So
      agreed
      and stipulated.

     

    
      
        	 	 	 
	
                Morgan
                  Chu

              	 	
                Kenneth
                  A. Liebman

              
	
                Scott
                  D. Baskin

              	 	
                Felicia
                  J. Boyd

              
	 	 	 
	
                Gary
                  N. Frischling

              	 	
                David
                  J.F. Gross

              
	
                IRELL
                  & MANELLA LLP

              	 	
                Julie
                  Knox Chosy

              
	
                1800
                  Avenue of the Stars, Suite 900

              	 	
                FAEGRE
                  & BENSON LLP

              
	
                Los
                  Angeles, CA 90067-4276

              	 	
                90
                  South Seventh St., Suite 2200

              
	
                (310)
                  277-1010

              	 	
                Minneapolis,
                  MN 55402-3901

              
	 	 	
                (612)
                  766-7000 

              
	 	 	 
	 	 	
                Mark
                  A. Flagel

              
	 	 	
                Bruce
                  D. Kuyper

              
	 	 	
                Shanaira
                  Udwadia

              
	 	 	
                LATHAM
                  & WATKINS LLP

              
	 	 	
                633
                  West Fifth Street

              
	 	 	
                Los
                  Angeles, CA 90071-2007

              
	 	 	
                (213)
                  485-1234

              
	 	 	 
	 	 	 
	So ordered:	 	 
	 	 	 
	 	 	 
	 	 	 
	U.S. District
                Judge	 	Date
	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      F

    Form
      of Dismissal of ANS/ABC Texas Case

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    UNITED
      STATES DISTRICT COURT

    EASTERN
      DISTRICT OF TEXAS

    SHERMAN
      DIVISION

     

    
      	
              ADVANCED
                NEUROMODULATION SYSTEMS, INC., 

               

              Plaintiff/Counter-Defendant,

            	
              Case
                No. 04-CV-00131 (Schell)

            
	
               

              v.

            	
               

              STIPULATION
                OF DISMISSAL UNDER FRCP 41(a)(1)(ii) &
                41(c)

            
	
               

              ADVANCED
                BIONICS CORPORATION,

               

              Defendant/Counter-Plaintiff.

               

            	 


    

    The
      parties to this action having settled their dispute, it is stipulated and agreed
      by and among the parties to this action, represented by their attorneys, as
      follows:

     

    10.  The
      First
      Amended Complaint is hereby dismissed with prejudice to the
      plaintiff/counter-defendant.

     

    11.  The
      counterclaims contained in the Second Amended Answer and Counterclaims are
      hereby dismissed with prejudice to the defendant/counter-plaintiff.

     

    12.  Any
      and
      all pending motions or requests for relief by any of the parties are hereby
      withdrawn.

     

    13.  Each
      party is to bear its own costs and attorneys’ fees.

     

    So
      agreed
      and stipulated.

    

      
        	 	 	 
	
                Bryant
                  C. Boren, Jr.

              	 	
                Frank
                  Finn

              
	
                Timothy
                  S. Durst

              	 	
                THOMPSON
                  & KNIGHT LLP

              
	
                Christopher
                  W. Kennerly

              	 	
                1700
                  Pacific Avenue

              
	
                BAKER
                  BOTTS L.L.P.

              	 	
                Suite
                  3300

              
	
                2001
                  Ross Avenue

              	 	
                Dallas,
                  TX 75201

              
	
                Dallas,
                  Texas 75201-2980

              	 	
                (214)
                  969-1700

              
	
                (214)
                  953-6500

              	 	 
	 	 	
                Matthew
                  Wolf

              
	
                Clyde
                  B. Siebman

              	 	
                Jennifer
                  Sklenar

              
	
                Lawrence
                  A. Phillips

              	 	
                Marc
                  Cohn

              
	
                SIEBMAN,
                  BURG, REYNOLDS & PHILLIPS

              	 	
                John
                  Nilsson

              
	
                Federal
                  Courthouse Square

              	 	
                HOWREY
                  SIMON ARNOLD & WHITE

              
	
                300
                  N. Travis

              	 	
                1299
                  Pennsylvania Avenue, N.W.

              
	
                Sherman,
                  TX 75090

              	 	
                Washington,
                  D.C. 20004

              
	
                (903)
                  870-0070

              	 	
                (202)
                  383-7067

              
	 	 	 
	 	 	 
	So ordered:	 	 
	 	 	 
	 	 	 
	U.S. District
                Judge	 	Date


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      G

    Form
      of Dismissal of ANS/ABC Arbitration

    


    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    INTERNATIONAL
      INSTITUTE FOR

    CONFLICT
      PREVENTION AND RESOLUTION

    


    
      	
              ADVANCED
                NEUROMODULATION

              SYSTEMS,
                INC.,

               

              Claimant,

               

              v.

               

              ADVANCED
                BIONICS CORPORATION,

               

              Respondent,

               

              ADVANCED
                NEUROMODULATION

              SYSTEMS,
                INC.,

               

              Claimant,

               

              v.

               

              BONAVENTURA
                RENO LAURO,

               

              Respondent,

            	
              §

              §

              §

              §

              §

              §

              §

              §

              §

              §

              §

              §

              §

              §

              §

              §

              §

              §

              §

              §

              §

            	
               

               

               

               

               

               

               

               

               

              Richard
                D. Rochford, Arbitrator

              File
                Nos. G-06-07A and G-06-08A

               

               

               

               

               

               

               

               

               

            


    

    


    STIPULATION
      OF DISMISSAL

    


    The
      parties to this action having settled their dispute, it is stipulated and agreed
      by and among the parties to this action, represented by their attorneys, as
      follows:

    


    1. 
Advanced
      Neuromodulation Systems, Inc.’s (ANS) Notice of Arbitration against Advanced
      Bionics Corporation (“Bionics”) is hereby dismissed with prejudice to
      ANS.

    


    2. 
ANS’s
      Notice of Arbitration against Bonaventura Reno Lauro (“Lauro”) is hereby
      dismissed with prejudice to ANS.

    


    3. 
Any
      defenses or counterclaims arising out of the facts or circumstances underlying
      this action that could have been made by Bionics or Lauro are hereby dismissed
      with prejudice to Bionics and Lauro.

    


    4. 
Relief
      sought in all pending motions by any of the parties is denied.

    


    5. 
Each
      party is to bear its own costs and attorneys’ fees.

    


    IT
      IS SO
      ORDERED.

    


    SIGNED
      this _____________ day of July, 2006.

    


     

    


    
      	 	
               

              
                

              

              RICHARD
                D. ROCHFORD

              ARBITRATOR

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Agreed
      and stipulated:

    


    


    
      	
              _____________________________

              Bryant
                C. Boren, Jr.

              State
                Bar No. 02664100

              bryant.c.boren@bakerbotts.com

               

              Timothy
                S. Durst

              State
                Bar No. 00786924

              tim.durst@bakerbotts.com

               

              Christopher
                W. Kennerly

              State
                Bar No. 00795077

              chris.kennerly@bakerbotts.com

               

              BAKER
                BOTTS L.L.P.

              200
                1 Ross Avenue

              Dallas,
                Texas 75201-2980

              (2
                14) 953-6500 (Telephone)

              (2
                14) 953-6503 (Facsimile)

               

              ATTORNEYS
                FOR ADVANCED

              NEUROMODULATION
                SYSTEMS, INC.

            	
              _____________________________

              Matthew
                M. Wolf

              Marc
                A. Cohn

              HOWREY,
                SIMON, ARNOLD &
                WHITE,
                LLP

              1299
                Pennsylvania Avenue, N. W.

              Washington,
                DC 20004

              (202)
                783-0800 (Telephone)

              (202)
                3 83-66 10 (Facsimile)

               

              ATTORNEYS
                FOR ADVANCED BIONICS

              CORPORATION

               

               

              _____________________________

              Marc
                D. Katz

              Texas
                Bar No. 0079 1002

              Scott
                S. Rowekamp

              Texas
                Bar No. 24027823

               

              JENKENS
                &
                GILCHRIST

              A
                Professional Corporation

              1455
                Ross Avenue, Suite 3700

              Dallas,
                Texas 75202-2711

              (21
                4) 855-4500 (Telephone)

              (2
                14) 855-4300 (Facsimile)

               

              ATTORNEYS
                FOR BONAVENTURA RENO

              LAURO

               

            


    

    


     

    
 

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      H

    ADR
      Procedure Pursuant to Section 10.01

    


    1. 
Upon
      the
      expiration of the 60-day period for good faith negotiations pursuant to Section
      10.01(b), any party may initiate arbitration with the American Arbitration
      Association (“AAA”) by filing a Notice of Arbitration pursuant to the
      then-existing AAA rules for commercial arbitration. Should any provision of
      the
      applicable AAA rules conflict in any way with any provision of this Agreement,
      this Agreement shall govern. 

    


    2.
       
Within
      twenty (20) days after filing the Notice of Arbitration, the parties shall
      appoint a single, neutral arbitrator. The arbitrator shall have substantial
      experience in commercial licensing, preferably in the medical devices industry.
      If the parties are unable to agree on the arbitrator within the time specified
      above, AAA will select a so-qualified arbitrator within three (3) business
      days
      thereafter.

    


    3. 
The
      parties shall be entitled to discovery as ordered by the arbitrator; however,
      it
      is the intention of the parties that any such discovery be limited in scope
      in
      order to reduce the cost and burden to the parties. The arbitrator shall take
      this intention into account when ordering discovery so that any discovery so
      ordered is narrowly-tailored to lead to relevant information while minimizing
      the burden and cost of such discovery on the parties.

    


    4. 
The
      arbitrator will be empowered to award specific performance of the Agreement,
      as
      well as compensatory damages, costs, and attorneys' fees to the prevailing
      party, as the arbitrator deems appropriate. No punitive damages of any kind
      shall be awarded.

    


    5.
       
The
      arbitration shall be conducted in such a way that the arbitrator issues a
      decision and award no later than six (6) months after commencement of the
      arbitration. 

    
 

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      I

    Form
      Language for Consent and Agreement to Be Bound (Section
      3.01)

    


    BSC
      Affiliates:

    


    For
      Consent and Agreement to Be Bound to the CRM License Agreement:

    


    Reference
      is hereby made to the CRM License Agreement dated as of July 29, 2006, by and
      between Boston Scientific Corporation and St. Jude Medical, Inc. (the "License
      Agreement"). The undersigned Affiliate of Boston Scientific Corporation hereby
      consents to, and agrees to be bound by, all of the terms and conditions of
      the
      License Agreement to which Boston Scientific Corporation is bound.

    


    For
      Consent and Agreement to Be Bound to the SCS License Agreement:

    


    Reference
      is hereby made to the SCS License Agreement dated as of July 29, 2006, by and
      between Boston Scientific Corporation and St. Jude Medical, Inc. (the "License
      Agreement"). The undersigned Affiliate of Boston Scientific Corporation hereby
      consents to, and agrees to be bound by, all of the terms and conditions of
      the
      License Agreement to which Boston Scientific Corporation is bound.

    


    


    St.
      Jude Affiliates:

    


    For
      Consent and Agreement to Be Bound to the CRM License Agreement:

    


    Reference
      is hereby made to the CRM License Agreement dated as of July 29, 2006, by and
      between Boston Scientific Corporation and St. Jude Medical, Inc. (the "License
      Agreement"). The undersigned Affiliate of St. Jude Medical, Inc. hereby consents
      to, and agrees to be bound by, all of the terms and conditions of the License
      Agreement to which St. Jude Medical, Inc. is bound.

    


    For
      Consent and Agreement to Be Bound to the SCS License Agreement:

    


    Reference
      is hereby made to the SCS License Agreement dated as of July 29, 2006, by and
      between Boston Scientific Corporation and St. Jude Medical, Inc. (the "License
      Agreement"). The undersigned Affiliate of St. Jude Medical, Inc. hereby consents
      to, and agrees to be bound by, all of the terms and conditions of the License
      Agreement to which St. Jude Medical, Inc. is bound.