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


    EXHIBIT
      10.7


    CRM
      LICENSE AGREEMENT

     

    This
      CRM
      License Agreement (the "Agreement"), which is agreed to be effective as
      hereinafter provided, is by and between St. Jude Medical, Inc., a Minnesota
      corporation having its principal place of business at One Lillehei Plaza, St.
      Paul, Minnesota, 55117 ("St. Jude"), and Boston Scientific Corporation, a
      Delaware corporation having its principal place of business at One Boston
      Scientific Place, Natick Massachusetts, 01760-1537 ("BSC").

     

    RECITALS

     

    A.           
      BSC
      and/or certain of its Affiliates, on the one hand, and St. Jude and/or certain
      of its Affiliates, on the other hand, are adverse parties in the following
      currently pending litigation matters, which are being terminated pursuant to
      a
      Settlement Agreement by and between BSC and certain of its Affiliates, on the
      one hand, and St. Jude and certain of its Affiliates, on the other hand, dated
      July 29, 2006 (the "Settlement Agreement"):

     

    1)
      Pacesetter,
      Inc. v. Cardiac Pacemakers, Inc., et al.,
      Case
      No. 02-1337 DWF/SRN (D. Minn.) (the "Minnesota Pacesetter Case");

     

    2)
      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");and

     

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

     

    B.            
      St.
      Jude
      and BSC and/or certain of their respective Affiliates are engaged in,
inter
      alia,
      the
      design, development, manufacture, and sale of CRM Products.

     

    C.            
      St.
      Jude
      and BSC and/or certain of their respective Affiliates own or hold certain
      Licensed Patents and rights under Sublicensable Patents relating to CRM
      Products.

     

    D.            Pursuant
      to the Settlement Agreement, St. Jude and BSC have agreed to terminate the
      Minnesota Pacesetter Case, the Minnesota CPI Case, and the California case
      and
      have agreed to enter into a cross licensing of certain rights under the Licensed
      Patents and Sublicensable Patents.

     

    Now
      therefore, in consideration of the covenants and agreements set forth herein
      and
      for valuable consideration receipt of which is hereby acknowledged, St. Jude
      and
      BSC mutually agree as follows:

     

     

    ** The
      appearance of a double asterisk denotes confidential information that has been
      omitted from the exhibit and filed separately, accompanied by a confidential
      treatment request, with the Securities and Exchange Commission pursuant to
      Rule
      24b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange
      Act").

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      I

     

    Definitions
      of Certain Terms

     

    For
      the
      purposes of this Agreement, the following capitalized terms shall have the
      meaning specified below. In addition, whenever used in the Agreement, "include,"
      "includes," and "including" shall be deemed to be followed by "without
      limitation," whether or not it is followed by such words.

     

    Section
      1.01.
      Affiliate.
      "Affiliate" means any person or entity that controls or is controlled by or
      is
      under common control with St. Jude or BSC on the Effective Date or at any time
      thereafter. For purposes of this Section 1.01, ownership, directly or
      indirectly, of more than fifty percent (50%) of the capital stock or other
      comparable ownership interest of the corporation or entity carrying the right
      to
      vote for or appoint directors or their equivalent (if not a corporation) shall
      constitute control thereof. "Affiliate" of a third party means a person or
      entity that controls, is controlled by, or under common control with, such
      third
      party. Without in any way limiting the foregoing, "Affiliates" of St. Jude
      include Pacesetter, Inc., St. Jude Medical AB, and St. Jude Medical S.C., Inc.
      and "Affiliates" of BSC include Guidant Corporation, Cardiac Pacemakers, Inc.,
      Guidant Sales Corporation, and Intermedics, Inc. 

     

    Section
      1.02.
      CRM
      Products.
      "CRM
      Products" means devices for monitoring or electrically stimulating or shocking
      the heart which are suitable for chronic implantation, in whole or in part,
      by
      or with human patients. The term "CRM Products" includes, without limitation:
      cardiac pacemakers, antitachycardia pacemakers, cardiac resynchronization
      therapy systems, cardioverters, and defibrillators, including combinations
      thereof; loop recording systems, implantable cardiac monitoring systems,
      implantable hemodynamic monitoring systems, pulse generators and other waveform
      generators for such devices; cardiac lead implant catheters and associated
      tools; leads, electrodes, sensors, capacitors, batteries, power sources, and
      all
      other components for such devices; mechanisms for coupling such generators
      in a
      stimulating, shocking, sensing, or monitoring relationship to the heart; and
      data dispensing, processing, and gathering systems for such devices, including
      programmers, pacing system analyzers, defibrillation system analyzers, testers,
      encoders, decoders, transtelephonic and other remote monitoring systems and
      services for use with implantable devices, transmitters, receivers, and computer
      software-controlled systems, and including the software. The term "CRM Products"
      excludes, by way of example and not limitation, nerve stimulators (unless used
      for cardiac therapy), bone growth stimulators, drug release pumps, cardiac
      pumps, artificial hearts, prosthetic heart valves, catheter ablation devices,
      imaging systems, catheter location systems, apparatus for revascularization
      or
      correction of other physical defects in heart tissue, arrhythmia mapping devices
      (except as part of an implantable cardiac therapy or monitoring device),
      angioplasty devices and EKG monitors (other than cardiac stimulation device
      programmers or other telemetry devices for use with implantable pulse generators
      or cardiac monitors) which are standalone, non-ambulatory and not intended
      for
      transtelephonic or other remote monitoring.

     

    Section
      1.03.
      Licensed
      Patents.

    
       

    

    (a)            "Licensed
      Patents" means any and all patents relating to CRM Products (including the
      manufacture or use thereof), which are (i) owned (whether by development,
      acquisition, or 

     

    
      

    

    
      
        **Confidential
          treatment requested pursuant to Rule 24b-2 of the Exchange
          Act.

      

      
        
        

        
          

        

      

      
        
        

      

    

    otherwise)
      by St. Jude or its Affiliates as of the Effective Date or BSC or its Affiliates
      as of the Effective Date and have a priority date on or before the Effective
      Date or (ii) licensed to St. Jude or its Affiliates or BSC or its Affiliates
      as
      of the Effective Date under licenses or other agreements, and which permit
      St.
      Jude or its Affiliates or BSC or its Affiliates to grant licenses or
      sublicenses, in each case without any right in a non-Affiliated third party
      to
      receive royalties or any other continuing payments to maintain the license
      or
      other agreement in effect, which are within the scope of the following class:
      all patents issued in any country from patent applications filed as of the
      Effective Date including all patents maturing from continuation,
      continuation-in-part, divisional, and reissue applications, or reexaminations
      of
      such patents and patent applications, and further including all patents which
      are counterparts of such patents or patent applications which are described
      in
      this Section 1.03, regardless of whether such patent matures from a convention
      or non-convention patent application, and any other substitution, renewal,
      extension, addition, utility model, or other patent, non-U.S. or U.S., which
      claims priority based on such a patent application.

     

    (b)           
      Notwithstanding
      the foregoing, the term "Licensed Patents" specifically excludes the ** Patents
      and the ** Patents.

     

    (c)            Notwithstanding
      the foregoing, the term "Licensed Patents" specifically excludes Sublicensable
      Patents.

     

    (d)          
       Notwithstanding
      the foregoing, the term "Licensed Patents" specifically excludes the patents
      listed on Exhibit A which are or will be subject to licensing restrictions
      being
      negotiated with a third party.

     

    Section
      1.04.
      Sublicensable
      Patents.

     

    (a)           
      "Sublicensable
      Patents" shall mean patents and patent applications, both U.S. and non-U.S.,
      which relate to CRM Products and which are the subject of licenses or
      assignments or other agreements with non-Affiliated third parties in force
      as of
      the Effective Date and which licenses or assignments or other agreements (a)
      convey rights to St. Jude or its Affiliates or BSC or its Affiliates as licensee
      or assignee or grantee, including the right to grant sublicenses or licenses,
      and further (b) (i) require the payment of royalties or any other continuing
      payments either for use of the patents or patent applications or to maintain
      the
      license or assignment or other agreement in effect or (ii) have other licensing
      restrictions such as field of use restrictions.

     

    (b)           
      Without
      limiting the foregoing, the term "Sublicensable Patents" specifically includes,
      but is not limited to, all present patents and patent applications listed on
      Exhibit B of this Agreement. The parties believe that Exhibit B is a complete
      listing of their respective U.S. patents and patent applications within the
      foregoing definition of Sublicensable Patents which are in existence as of
      the
      Effective Date, and any errors, overinclusions or omissions from Exhibit B
      will
      be deemed to be inadvertent and not a material breach. Present foreign patents
      and applications, including foreign counterparts of U.S. patents and patent
      applications listed on Exhibit B, have intentionally not been included in
      Exhibit B but are deemed to be Sublicensable Patents if they are covered by
      the
      foregoing definition in this Section 1.04.

     

    (c)            
      Notwithstanding
      the foregoing, the term "Sublicensable Patents" excludes the Mirowski-Owned
      Patents.

    
       

      
        

      

      
        
          **Confidential
            treatment requested pursuant to Rule 24b-2 of the Exchange
            Act.

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    Section
      1.05.
      Mirowski-Owned
      Patents.
      "Mirowski-Owned Patents" shall mean all patent rights that are the subject
      of
      the Amended and Restated Exclusive License Agreement dated January 28, 2004,
      by
      and between Guidant Corporation and Mirowski Family Ventures, LLC ("MFV"),
      a
      limited liability company organized under the laws of the State of Maryland
      (the
      "MFV Exclusive License"). 

     

    Section
      1.06.
      **
      Patents.
      "**
      Patents" shall mean those patents and patent applications, and all patents
      and
      patent applications claiming priority therefrom, ** as set forth in Exhibit
      C.

     

    Section
      1.07.
      **
      Patents.
      "**
      Patents" shall mean those patents and patent applications, and all patents
      and
      patent applications claiming priority therefrom, ** as set forth in Exhibit
      D.
      The ** Patents shall include the sublicensable patents and patent applications
      of ** listed in Exhibit D.

     

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

     

     ARTICLE
      II

     

    Cross
      License; Covenant Not to Sue

     

    Section
      2.01.
      License.
      Subject
      to the terms, conditions, and limitations set forth herein:

     

    (a) 
St.
      Jude
      grants (and will cause its Affiliates to grant) to BSC and its Affiliates a
      non-exclusive, irrevocable, perpetual, fully paid-up worldwide license or
      sublicense, as the case may be, without the right to sublicense, under all
      Licensed Patents of St. Jude (and its Affiliates) to make, have made, use,
      sell,
      have sold, offer to sell, distribute, have distributed, and otherwise dispose
      of
      CRM Products, including supplying or causing to be supplied components thereof
      for use therein, and further including importing CRM Products, including
      components thereof for use therein, into any jurisdiction where Licensed Patents
      of St. Jude (or its Affiliates) are effective.

     

    (b) 
BSC
      grants (and will cause its Affiliates to grant) to St. Jude and its Affiliates,
      a non-exclusive, irrevocable, perpetual, fully paid-up, worldwide license or
      sublicense, as the case may be, without the right to sublicense, under all
      Licensed Patents of BSC (and its Affiliates) to make, have made, use, sell,
      have
      sold, offer to sell, distribute, have distributed, and otherwise dispose of
      CRM
      Products, including supplying or causing to be supplied components thereof
      for
      use therein, and further including importing CRM Products, including components
      thereof for use therein, into any jurisdiction where Licensed Patents of BSC
      (or
      its Affiliates) are effective. 

     

    (c) 
If
      any
      party has CRM Products made for it under the above license grant, such CRM
      Products must bear its or one of its Affiliates’ trade names or trademarks;
      however, such CRM Products may bear third-party trade names or trademarks for
      materials or components used in such CRM Products.

     

    (d) 
The
      licenses granted in this Section 2.01 shall be irrevocable except for the
      specific right to terminate described in Section 9.02, below.

     

    Section
      2.02.
      Option
      to Obtain Sublicense on Sublicensable Patents.
      It is
      the intent of each party to afford the other party and its Affiliates the
      opportunity to obtain sublicenses under the

    
       

      
        
          

        

        
          
            **Confidential
              treatment requested pursuant to Rule 24b-2 of the Exchange
              Act.

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    Sublicensable
      Patents. Accordingly:

     

    (a) 
St.
      Jude
      grants (and will cause its Affiliates to grant) to BSC and its Affiliates the
      right and option until sixty (60) days following the termination of this
      Agreement to obtain sublicenses under one or more of the Sublicensable Patents.
      Upon written request by BSC to St. Jude, St. Jude will inform BSC of the
      provisions of the agreement or license with a third party conveying rights
      in a
      particular Sublicensable Patent to St. Jude or its Affiliates, and shall make
      available to BSC and its Affiliates a non-exclusive, non-transferable license
      affording them the most favorable terms and conditions permissible to
      sublicensees under such agreement or license with such third party (but in
      no
      event under terms more favorable than those of St. Jude or its
      Affiliates).

     

    (b) 
BSC
      grants (and will cause its Affiliates to grant) to St. Jude and its Affiliates
      the right and option until sixty (60) days following the termination of this
      Agreement to obtain sublicenses under one or more of the Sublicensable Patents.
      Upon written request by St. Jude to BSC, BSC will inform St. Jude of the
      provisions of the agreement or license with a third party conveying rights
      in a
      particular Sublicensable Patent to BSC or its Affiliates, and shall make
      available to St. Jude and its Affiliates a non-exclusive, non-transferable
      license affording them the most favorable terms and conditions permissible
      to
      sublicensees under such agreement or license with such third party (but in
      no
      event under terms more favorable than those of BSC or its
      Affiliates).

     

    (c) 
It
      is the
      intention of the parties under this Section 2.02 that a party acquiring a
      sublicense under Sublicensable Patents be required to make only current payments
      based on current usage and that no previously paid "front end" payments be
      recovered by the sublicensor under such sublicensing arrangement.
      Notwithstanding any contrary foregoing provisions, if the party elects to obtain
      a sublicense thereunder and the license or assignment granted to the sublicensor
      requires ongoing minimum payments to maintain the license or assignment,
      payments by the sublicensor for the right to grant a sublicense or option to
      sublicense, or if the sublicensor is required to pay to the original licensor
      or
      assignor amounts based on the sublicensor's or its sublicensee's current usage,
      then the sublicensor may require under the sublicensing arrangement that its
      sublicensee pay the amounts required for the grant of the sublicense or option
      to sublicense as well as a pro rata portion of such minimum payments under
      the
      original license or such usage payments due from the sublicensor, with each
      party's respective pro rata amount based upon the volume of their respective
      sales of products covered by the original license agreement. The obligation
      to
      pay a pro rata share of minimum royalty does not apply to a minimum royalty
      required to maintain an exclusive license under a Sublicensable Patent unless
      otherwise agreed.

     

    (d) 
This
      Section 2.02 shall not apply to the ** Patents.

     

    Section
      2.03.
      Royalty
      Payments to Third Parties.
      Any
      royalty payments required to be made to the owner of a patent sublicensed in
      the
      future in accordance with this Agreement shall be made, if permissible under
      the
      applicable license agreement and if acceptable to the sublicensor, directly
      by
      the sublicensee to such owner in accordance with the terms of the applicable
      license agreement. Unless otherwise required by the applicable license
      agreement, questions regarding the applicability, validity, or enforceability
      of
      any patent sublicensed in accordance with this

    
       

      
        

      

      
        
          **Confidential
            treatment requested pursuant to Rule 24b-2 of the Exchange
            Act.

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    Agreement
      shall be resolved by the owner of the sublicensed patent and the sublicensee.
      The sublicensor of such patent shall have the right in its discretion to
      participate in any such discussions or negotiations between the owner of the
      sublicensed patent and the sublicensee. In any event, the sublicensee shall
      keep
      the sublicensor fully informed of all discussions and negotiations between
      such
      sublicensee and the owner of the sublicensed patent. Any dispute arising between
      the sublicensor and sublicensee of any such patent shall be resolved by
      alternative dispute resolution as provided in Article 8 of this
      Agreement.

     

    Section
      2.04.
      Rights
      under Section 2.02 Subject to Continued Payment of Royalties.
      In the
      event that either party fails in any material respect to pay to the other party
      (or to the licensor of a Sublicensable Patent, as the case may be) royalties
      required under this Agreement, and such failure is not cured within sixty (60)
      days of written notice to the defaulting party of such failure, then all license
      rights of the defaulting party under Section 2.02 of this Agreement, with
      respect only to the particular patent or patents in dispute, shall terminate.
      Such a termination shall in no way affect or impair the rights of the other
      party under such Section 2.02.

     

    Section
      2.05.
      Regarding
      OEM Activities.
      The
      licenses granted or to be granted under this Article II shall not be used in
      such a way as to manufacture CRM Products on an original equipment manufacturer
      ("OEM") basis for any person or entity other than St. Jude and its Affiliates
      or
      BSC and its Affiliates. The licenses granted or to be granted under this Article
      II shall apply to and for the benefit of CRM Products manufactured by a party
      to
      this Agreement for a third party who is licensed under the appropriate patents
      of the other party to this Agreement where, and to the extent that, the third
      party's license permits such third party to "have made" such CRM Products for
      such third party. Nothing in this Agreement shall preclude the use of the
      licenses granted or to be granted under this Article II by a party or its
      Affiliate for the purpose of having CRM Products manufactured by a third party
      on an OEM basis for such party or its Affiliate; provided, however, that such
      CRM Products must bear the trademark or trade name of such party or its
      Affiliate. Notwithstanding the foregoing, such CRM Products may bear third-party
      trade names or trademarks for materials or components used in such CRM
      Products.

     

    Section
      2.06.
      Option
      To Sublicense Mirowski-Owned Patents.
      BSC
      grants (and will cause its Affiliates to grant) to St. Jude and its Affiliates
      an irrevocable, perpetual right and option to obtain a sublicense under the
      Mirowski-Owned Patents. Upon written notice by St. Jude to BSC of St. Jude's
      election to exercise the option granted in this Section 2.06, St. Jude and
      its
      Affiliates shall have a non-exclusive, non-transferable (except as permitted
      by
      Section 9.02, below) worldwide license under the Mirowski-Owned Patents
      effective as of the date such written notice is deemed to have been given under
      Article 6 of this Agreement. Any sublicense granted as a result of this Section
      2.06 shall afford St. Jude the most favorable terms and conditions permissible
      to sublicensees under the MFV Exclusive License (but shall in no event require
      BSC or its Affiliates to make any payments on behalf of St. Jude or its
      Affiliates).

     

    Section
      2.07.
        **
      and
      ** Patents.
      It is
      the intent of each party to afford the other party and its Affiliates the rights
      provided below regarding the ** Patents and the ** Patents.
      Accordingly:

     

    (a) 
BSC
      grants (and will cause its Affiliates to grant) to St. Jude and its Affiliates
      the right and option for a period of thirty (30) months from the Effective
      Date
      to obtain a non-

    
       

      
        

      

      
        
          **Confidential
            treatment requested pursuant to Rule 24b-2 of the Exchange
            Act.

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    exclusive,
      worldwide, non-transferable, royalty-bearing license under the ** Patents.
      Should St. Jude opt to acquire such license, St. Jude shall pay to BSC on no
      less than a quarterly basis a royalty of ** percent (**%) of the net revenue
      received for the sale of each St. Jude product that utilizes the ** Patents.
      St.
      Jude's royalty obligation under this Section 2.07(a) shall commence as of the
      date of the first sale of a St. Jude product that utilizes the ** Patents and
      shall continue for a period of five (5) years thereafter, at which point St.
      Jude's license under the ** Patents will convert to a non-exclusive,
      non-transferable, irrevocable, perpetual, fully-paid up, worldwide
      license.

     

    (b) 
If,
      and
      only if, St. Jude exercises its option for a license under the ** Patents
      pursuant to Section 2.07 (a), above, St. Jude shall grant (and will cause its
      Affiliates to grant) to BSC and its Affiliates the right and option until the
      expiration of thirty (30) months from the Effective Date or ninety (90) days
      from the date St. Jude exercises its option under Section 2.07, whichever is
      later in time, to obtain a non-exclusive, worldwide, non-transferable,
      royalty-bearing license under the ** Patents. Such sublicense to the ** Patents
      shall, if requested by BSC, include a sublicense to the patents and patent
      applications of ** listed in Exhibit D, and shall be subject to the terms of
      the
      license agreement between ** and **. Should BSC opt to acquire such license,
      BSC
      shall pay to St. Jude on no less than a quarterly basis a royalty of ** percent
      (**%) of the net revenue received for the sale of each BSC product that utilizes
      the ** Patents. BSC's royalty obligation under this Section 2.07(b) shall
      commence as of the date of the first sale of a BSC product that utilizes the
      **
      Patents and shall continue for a period of five (5) years thereafter, at which
      point BSC's license under the ** Patents will convert to a non-exclusive,
      non-transferable, irrevocable, perpetual, fully-paid up, worldwide
      license.

     

    (c) 
Should
      St. Jude not exercise its option for a license under the ** Patents pursuant
      to
      Section 2.07(a), above, St. Jude agrees that it will enter into good faith
      negotiations with BSC for the grant of a license to BSC and its Affiliates
      under
      the ** patents should BSC desire such a license.

     

    Section
      2.08.
      Certain
      Conditions, Limitations and Understandings.
      The
      licenses and sublicenses granted under this Agreement are expressly made subject
      to the following conditions, limitations and understandings:

     

    (a) 
The
      licenses are personal to the parties hereto, and are nonassignable and
      nontransferable, except as set forth in Section 9.02 below.

     

    (b) 
The
      parties and their Affiliates shall have the right, in their sole and absolute
      discretion, to control the maintenance, abandonment, extension, and licensing
      of
      their own patents including the Licensed Patents and Sublicensable Patents;
      provided however, that no such license or other transfer of interest shall
      in
      any manner abridge the rights of the other party granted under this
      Agreement.

     

    (c) 
The
      owner
      or exclusive licensee of a Licensed Patent or Sublicensable Patent shall have
      the right to enforce, or not to enforce, its Licensed Patents or Sublicensable
      Patents in its sole and absolute discretion against all persons and
      organizations other than a party or Affiliate of a party hereto.

     

    (d) 
The
      licenses granted herein shall not extend to any technical know-how or design
      

    
       

      
        

      

      
        
          **Confidential
            treatment requested pursuant to Rule 24b-2 of the Exchange
            Act.

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    information,
      manufacturing, marketing, and/or processing information or know-how, designs,
      drawings, mask works, specifications, software source code, algorithms, clinical
      data, or other documents directly or indirectly pertinent to the use of the
      Licensed Patents or Sublicensable Patents, or to the use of any trademarks
      or
      trade names, service marks, or software copyrights or other copyrights
      (including copyright registrations) of any party, and the parties acknowledge
      that there is no obligation upon any party or its Affiliates to provide such
      information, know-how, designs, drawings, mask works, specifications, software
      source code, algorithms, clinical data, or other documents.

     

    (e) 
Except
      as
      otherwise expressly provided in this Agreement, all licenses are granted for
      the
      life of the covered patents.

     

    (f) 
Licenses
      and sublicenses under Sublicensable Patents will only be granted to the extent
      the grantor has the right to grant such licenses and sublicenses.

     

    (g) 
All
      licenses and sublicenses required to be granted by Affiliates under this
      Agreement shall be subject to the terms and conditions set forth in this
      Agreement, except as may be otherwise provided in Section 2.02 relating to
      Option to Obtain Sublicense on Sublicensable Patents.

     

    (h) 
Any
      assignment or other transfer by a party or its Affiliate of that entity's
      interest in (i) a Licensed Patent or (ii) a Sublicensable Patent in which the
      other party and its Affiliates has exercised the option to obtain a sublicense
      as provided in Section 2.02 above shall be made subject to the rights of the
      other party and its Affiliates under this Agreement.

     

    (i)
       
Any
      license extended to an Affiliate shall continue only so long as "Affiliate"
      status is maintained, or as permitted pursuant to the other party’s
      consent.

     

    Section
      2.09. Covenant
      Not to Sue.
      

     

    (a) 
St.
      Jude
      and its Affiliates hereby covenant not to sue BSC and its Affiliates, their
      respective successors, assigns, affiliated entities, directors, officers,
      shareholders, and legal representatives, distributors, resellers, customers,
      and
      end users for the alleged infringement of patent or other intellectual property
      rights that are acquired or licensed by St. Jude and/or its Affiliates after
      the
      Effective Date with respect to any CRM Products that are commercially marketed
      or sold anywhere in the world as of the Effective Date.

     

    (b) 
BSC
      and
      its Affiliates hereby covenant not to sue St. Jude and its Affiliates, their
      respective successors, assigns, affiliated entities, directors, officers,
      shareholders, and legal representatives, distributors, resellers, customers,
      and
      end users for the alleged infringement of patent or other intellectual property
      rights that are acquired or licensed by BSC and/or its Affiliates after the
      Effective Date with respect to any CRM Products that are commercially marketed
      or sold anywhere in the world as of the Effective Date.

     

    (c) 
This
      Section 2.09 shall not apply to the Mirowski-Owned Patents, the ** Patents,
      the
      ** Patents, or the patents listed on Exhibit A.

    
       

      
        

      

      
        
          **Confidential
            treatment requested pursuant to Rule 24b-2 of the Exchange
            Act.

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    ARTICLE
      III

     

    Representations,
      Warranties and Limitations

     

    Section
      3.01.
      Certain
      Representations and Warranties.

     

    (a) 
Each
      party represents and warrants to the other party as follows and acknowledges
      that each of the following representations and warranties has been relied upon
      by the other party and is material to the other party's decision to enter into
      the Agreement: each party hereto has the requisite power and authority,
      corporate and otherwise, to execute and perform the Agreement, to grant the
      licenses, sublicenses, and option to obtain licenses and sublicenses provided
      for herein, and, except as provided in this Section 3.01, to cause such party’s
      Affiliates to execute and perform the Agreement and to grant the licenses,
      sublicenses, and option to obtain licenses and sublicenses provided for
      herein.

     

    (b) 
To
      the
      extent that a party shall lack the requisite authority to cause an Affiliate
      of
      such party to execute or perform this Agreement or to grant the licenses or
      option to obtain sublicenses as provided in this Agreement, then such 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, against any and all legal
      expenses, costs, and judgments arising from claims, controversies, demands,
      rights, disputes, grievances, or causes of action that would have been avoided
      had such party caused such Affiliate to execute or perform the Agreement or
      to
      grant the licenses or option to obtain sublicenses as provided in this
      Agreement.

     

    (c) 
                   BSC
      (and its Affiliates) represents and warrants that Eli Lilly and Company does
      not
      hold any rights in the Licensed Patents, the Sublicensable Patents or the
      Mirowski-Owned Patents, and has no claims or causes of action against St. Jude
      and its Affiliates arising therefrom. BSC shall defend, indemnify, and hold
      harmless St. Jude and its Affiliates, and all officers, directors, employees,
      attorneys, agents, successors, and assigns of St. Jude and its Affiliates,
      against any and all legal expenses, costs, and judgments arising from any
      claims, controversies, demands, rights, disputes, grievances, or causes of
      action that Eli Lilly and Company asserts relating to the Licensed Patents,
      the
      Sublicensable Patents or the Mirowski-Owned Patents.

     

    (d) 
Neither
      party hereto is a party to any license, agreement or other instrument which
      would prohibit the granting of the licenses or option to obtain sublicenses
      granted herein.

     

    Section
      3.02.
      Disclaimers.
      Nothing
      contained in this Agreement shall be construed as:

     

    (a) 
A
      warranty or representation by any party hereto as to the validity, scope, or
      enforceability of any Licensed Patents or Sublicensable Patents; or

     

    (b) 
A
      warranty or representation by any party hereto that anything made, used, sold,
      or otherwise disposed of under any license granted in this Agreement is or
      will
      be free from infringement of patents of third parties; or

     

    (c) 
An
      obligation to bring or prosecute actions or suits against third parties for
      patent 

    
       

      
        

      

      
        
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            treatment requested pursuant to Rule 24b-2 of the Exchange
            Act.

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    infringement,
      or as an agreement by the parties to assist each other in any manner in the
      defense of any claim of infringement brought by a third party; or

     

    (d) 
An
      obligation to file or prosecute any patent application, to secure the grant
      of
      any patent or any reissue or extension thereof, or to pay any maintenance fee
      or
      annuity or tax or take any other steps to maintain any patent; or

     

    (e) 
A
      representation, warranty, or extension of warranties of any kind, expressed
      or
      implied, or an assumption of responsibility by any party with respect to the
      use, sale, or other disposition by the other party or its agents,
      representatives, distributors, or users of products incorporating or made by
      use
      of inventions licensed under this Agreement.

     

    Section
      3.03.
      Limitations.
      Each
      party shall be responsible for its design, manufacture, instructions for use,
      quality control, and all safety-related activities relating to its own products,
      whether or not manufactured under license from the other party's Licensed
      Patents or Sublicensable Patents, and shall not be responsible for the products
      of the other party, the other party's Affiliates, or any other party or
      person.

     

    ARTICLE
      IV

     

    Termination
      of Agreement

     

    Section
      4.01.
      Termination
      of Agreement.
      This
      Agreement shall be effective as of the Effective Date and shall continue in
      force and effect until the expiration of the last to expire of the patents
      licensed and sublicensed pursuant to the provisions of this
      Agreement.

     

    ARTICLE
      V

     

    Confidentiality/Publicity
      Concerning Agreement

     

    Section
      5.01.
      Confidentiality/Publicity
      Concerning Agreement.
      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.

     

    
      

    

    
      
        
          **Confidential
            treatment requested pursuant to Rule 24b-2 of the Exchange
            Act.

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    ARTICLE
      VI

     

    Notice

     

    Section
      6.01.
      Notice.
      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
      BSC:

     

    President
      and CEO

    Boston
      Scientific Corporation

    One
      Boston Scientific Place

    Natick,
      MA 01760-1537

    


    with
      a
      copy to:

     

    General
      Counsel

    Boston
      Scientific Corporation

    One
      Boston Scientific Place

    Natick,
      MA 01760-1537

    Facsimile
      No.: (508) 650-8956

     

    


     

    If
      to St.
      Jude:

     

    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

    St.
      Jude
      Medical, Inc.

    One
      Lillehei Plaza

    St.
      Paul,
      MN 55117

    Facsimile
      No.: (651) 481-7690 

     

    Notice
      shall be deemed to have been given (i) at the expiration of two (2) business
      days from the date of delivery by a 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 

     

     

    
      

    

    
      
        
          **Confidential
            treatment requested pursuant to Rule 24b-2 of the Exchange
            Act.

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    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.

     

    ARTICLE
      VII

     

    Loss
      of Patents

     

    Section
      7.01.
      Loss
      of Patents.
      The
      loss of any patent(s) or patent application(s) embraced by the term "Licensed
      Patents" or "Sublicensable Patents" by any party hereto, through abandonment,
      failure to renew, declaration of invalidity, or otherwise, shall not be cause
      to
      terminate this Agreement or the licenses granted hereunder with respect to
      all
      other Licensed Patents or Sublicensable Patents and such loss, or any
      declaration of noninfringement, invalidity, or unenforceability, shall not
      be
      deemed a failure of consideration.

     

    ARTICLE
      VIII

     

    Alternative
      Dispute Resolution

     

    Section
      8.01.
      Alternative
      Dispute Resolution.

     

    (a) Any
      dispute concerning whether any party’s actions are licensed under Article II of
      this Agreement, that is not resolved by negotiation as provided in subsection
      (c) of this Section 8.01 shall be resolved by binding Alternative Dispute
      Resolution ("ADR") in the manner described in Exhibit E.

     

    (b) Any
      dispute that arises out of or relates to this Agreement, including an alleged
      breach of this Agreement but excluding any dispute within the scope of
      subsection (a) of this Section 8.01, between (i) St. Jude or a St. Jude
      Affiliate and (ii) BSC or a BSC Affiliate that is not resolved by negotiation
      as
      provided in subsection (c) of this Section 8.01 shall be resolved by binding
      Alternative Dispute Resolution ("ADR") in the manner described in Exhibit
      F.

     

    (c) 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
      BSC: 

     

    General
      Counsel

    Boston
      Scientific Corporation

    One
      Boston Scientific Place

    Natick,
      MA 01760-1537

    Facsimile
      No.: (508) 650-8956

    
       

      
        

      

      
        
          **Confidential
            treatment requested pursuant to Rule 24b-2 of the Exchange
            Act.

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    For
      St.
      Jude: 

     

    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 8.01 (c) 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 other ADR provisions of this
      Section 8.01.

     

    ARTICLE
      IX

     

    General
      Provisions

     

    Section
      9.01.
      Modification.
      The
      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
      9.02.
      Assignment
      and Transfer.
      The
      licenses and other rights granted in this Agreement shall be nonassignable
      and
      nontransferable except in connection with the sale of a party’s CRM Products
      business (whether by the sale of all or substantially all of a party’s assets or
      its subsidiaries' assets related to CRM Products, sale of stock of one or more
      subsidiary companies, merger, or otherwise). Except as permitted herein, a
      purported transfer of the license or other rights granted herein shall be null
      and void and shall give the other party hereto the right to terminate the
      licenses granted to the transferring party without terminating the licenses
      granted by the transferring party. Subject to the foregoing, this Agreement
      shall be binding upon and inure to the benefit of St. Jude, BSC, and their
      respective Affiliates and successors.

     

    Section
      9.03.
      Assurances.
      BSC
      shall in all events remain fully responsible for, and shall assure its own
      and
      its Affiliates' performance of, all of their respective obligations under this
      Agreement, and St. Jude shall in all events remain fully responsible for, and
      shall assure its own and its Affiliates' performance of, all of their respective
      obligations under this Agreement.

     

    Section
      9.04.
      Entire
      Agreement.

     

    Other
      than for the agreements listed in Exhibit G, hereto, which shall still remain
      in
      full force and effect in accordance with their terms and conditions, this
      Agreement 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. Except for those license agreements listed
      in Exhibit G, any license agreement covering any Licensed Patents in existence
      between the parties prior to the Effective Date shall be deemed terminated
      as of
      the Effective Date and superseded by this Agreement.

    
       

      
        

      

      
        
          **Confidential
            treatment requested pursuant to Rule 24b-2 of the Exchange
            Act.

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    Section
      9.05.
      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
      9.06.
      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
      9.07.
      Counterparts.
      This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed to be an original.

     

    Section
      9.08.
      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
      9.09.
      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
      9.10.
      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. Nothing in this Agreement shall be construed to create any
      relationship between the parties other than that of licensor/licensee (or
      sublicensor/sublicensee) as provided in this Agreement. 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
      9.11.
      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

    
       

      
        

      

      
        
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            treatment requested pursuant to Rule 24b-2 of the Exchange
            Act.

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    bound
      by
      the terms and provisions of this Agreement or an acknowledgment that a
      particular patent is a Licensed Patent or a Sublicensable Patent.

     

    Section
      9.12.
      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.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      in
      duplicate and duly attested by their corporate officers duly 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       

     


     

     

    
       

      
        

      

      
        
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            treatment requested pursuant to Rule 24b-2 of the Exchange
            Act.

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    Exhibit
      A

    Exclusions
      from "Licensed Patents" Pursuant to Section 1.03(d)

     

    
 

    U.S.
      Patents:


    **

    


    


    U.S.
      Patent Applications:

    **

    


    
 

     

     

     

     

     

     

     

     

     

     

    
       

      
        

      

      
        
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            treatment requested pursuant to Rule 24b-2 of the Exchange
            Act.

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    Exhibit
      B

    Sublicensable
      Patents

    


    BSC
      Sublicensable Patents:

    


    St.
      Jude
      Sublicensable Patents:

    


    **

    


    U.S.
      Patents:

    **

    


    U.S.
      Patent Applications:

    **

    


    **

    


    U.S.
      Patents:

    **

    


    U.S.
      Patent Applications:

    **

    


    **

    


    U.S.
      Patent No. **

    


    **

    


    U.S.
      Patent Applications:

    **

    


    **

    


    U.S.
      Patent No. **

    


    **

    


    U.S.
      Patents:

    **

    


    **

    


    U.S.
      Patents:

    **

    


    
       

      
        

      

      
        
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            treatment requested pursuant to Rule 24b-2 of the Exchange
            Act.

        

        
          
          

          
            

          

        

        
          
          



      

    

    


    **

    


    U.S.
      Patents:

    **

    


    **

    


    U.S.
      Patents:

    **

    


    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
       

      
        

      

      
        
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            treatment requested pursuant to Rule 24b-2 of the Exchange
            Act.

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    Exhibit
      C

    **
      Patents

    


    


    


    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
       

      
        

      

      
        
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            Act.

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    Exhibit
      D

    **
      Patents

     

    
 

    U.S.
      Patent Applications:

    **

    


    **

    


    U.S.
      Patents:

    **

    


    U.S.
      Patent Applications:

    **

    


    


    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
       

      
        

      

      
        
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            Act.

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    Exhibit
      E

    ADR
      Procedure Pursuant to Section 8.01(a)

    


    1. 
Upon
      the
      expiration of the 60-day period for good faith negotiations pursuant to Section
      8.01(c), 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 Arbtiration, the parties shall
      appoint a single, neutral arbitrator. The arbitrator shall have substantial
      experience in patent infringement litigation and in determining whether a
      product embodies patent claims. 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 not be entitled to any discovery.

    


    4. 
Fifty
      (50) days after filing the Notice of Arbitration, each party will submit to
      the
      arbitrator an opening brief, not to exceed 40 pages in length, setting forth
      its
      position on the merits of the dispute. The text must be spaced at least 24
      points vertically and the font must be at least 12 points. Claim charts
      regarding infringement, non-infringement, or invalidity, attached to the brief
      as exhibits for the convenience of the arbitrator, will not count towards the
      page limit.

    


    5. 
Eighty
      (80) days after filing the Notice of Arbitration, each party will submit to
      the
      arbitrator a reply brief, not to exceed 40 pages in length, setting forth its
      responses to the other party’s opening brief. The reply brief may not raise any
      issues not already raised in the parties’ opening briefs and must conform to the
      same spacing/font requirements as the opening briefs.

    


    6.              
      No
      more
      than one-hundred twenty (120) days after filing the Notive of Arbitration,
      the
      arbitrator shall provide a written, reasoned decision to the
      parties.

    
 

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      F

    ADR
      Procedure Pursuant to Section 8.01(b)

    


    1. 
Upon
      the
      expiration of the 60-day period for good faith negotiations pursuant to Section
      8.01(c), 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 Arbtiration, 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
      G

    Additional
      Agreements Still in Effect

    


    "Agreement"
      between Pacesetter, Inc. and Intermedics, Inc. effective October 22,
      1996

    


    "License
      Agreement" between Pacesetter, Inc. and Sulzer Intermedics, Inc. having an
      Effective Date of December 3, 1996