exv10w7



 






Exhibit 10.7




AGREEMENT FOR SHARING DEVELOPMENT COSTS




     THIS AGREEMENT is entered into as of July 18th and effective as of July 1, 2005 (the
“Effective Date”) by and between Micrus Endovascular Corporation (“Micrus US”), a Delaware
corporation whose principal office is at 610 Palomar Avenue, Sunnyvale, California 94085,
and Micrus Endovascular SA (“Micrus International”), a corporation organized under the laws of
Switzerland whose principal office is at En Chamard, 1442 Montagny-Pres-Yverdon,
Switzerland (each, a “Party” and collectively, the “Parties”).



RECITALS




     WHEREAS, within their respective territories, Micrus US and Micrus International are, or
intend to be, engaged in the business of developing, manufacturing, selling and supporting
medical devices;



     WHEREAS, Micrus US and Micrus International have entered into license agreement dated
concurrently herewith (the “License Agreement”) under which Micrus International has obtained
certain intellectual property rights for the use of the Licensed Technology (as defined therein) as
they exist on the Effective Date including the right to use the Licensed Technology for
research and development purposes; and



     WHEREAS, Micrus US and Micrus International desire to pool their resources for the purpose of
further developing and otherwise enhancing the value of the Licensed Technology and desire to
obtain the benefits from exploiting such developments in their respective businesses in accordance
with this Agreement for Sharing Development Costs (“Agreement”), which is intended to be a
“qualified cost sharing agreement” as defined in section 1.482-7 of U.S. Treasury Regulations;



     NOW, THEREFORE, in consideration of the premises and of the mutual promises hereinafter set
forth, the Parties hereto agree as follows:



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	1.	 	DEFINITIONS





     For purposes of this Agreement, the following definitions shall apply to the terms set forth
below wherever they appear:




	1.1	 	“Affiliate” of a Party means any entity controlled by, controlling, or under common control
with such Party, where “control” means ownership, either direct or indirect, of more than
fifty percent (50%) of the equity interest entitled to vote for the election of
directors or equivalent governing body.






	1.2	 	“Aggregate Allocable Development Costs” for any Year means the sum of the Development Costs
of Micrus US and Micrus International during such Year.






	1.3	 	“Annual Cost Sharing Report” means the document prepared by the Parties as provided in
Articles 3 and 4 of this Agreement.






	1.4	 	“Cost Share” and “Cost Share Percentage” for any Year are the amounts specified in Article 3
of this Agreement.






	1.5	 	“Developed Intangibles” means any and all Micrus Licensed Technology arising from or
developed as a result of the Development Program, and all elements of the Micrus Brand Rights
that are created through, or derive their value from, the Parties’ activities after the
Effective Date, and any applicable intangible property as defined under Treasury Regulation
Section 1.482-4(b).






	1.6	 	“Development Costs” means those costs incurred by each Party that are specified in Article 2
of this Agreement.






	1.7	 	“Development Program” means the activities of either Party that give rise to Development
Costs, with due regard to the rules and principles of Section 2.4 of this Agreement.






	1.8	 	“Fiscal Year End” means March 31, the last day of each of Micrus US’s fiscal
year ending after the Effective Date.






	1.9	 	“Local Business” shall mean and include the establishment, marketing, and operation of the
Micrus business within a specific country or region (including Micrus’s business currently
operated by Micrus US in the United States).




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	1.10	 	“Licensed Technology” means: all Patent Rights, Technical Information, Brand Rights, and
Copyrights (as such terms are defined in the License Agreement), including without limitation,
all right, title and interest in the foregoing, and all devices, patents, copyrights,
hardware, software, trade secrets, proprietary techniques, business models, processes,
methods, applications, technical information, documentation and other similar items that were
conceived, discovered, owned, licensed, or acquired by Micrus US or any of its Affiliates or
agents prior to or as of the Effective Date.






	1.11	 	“Micrus Brand Rights” means (a) all trade names, trademarks, service marks, logos,
Internet domain names or similar property that Micrus US uses, has developed or has registered
anywhere in the world, and any derivations of such marks that are developed, used or
registered in the future; and (b) all customer lists, market surveys, customer and transaction
data, and other market or customer related intangible property or goodwill that Micrus US has
created, collected or acquired, or that either Party creates, collects or acquires in the
future, and any applicable intangible property as defined under Treasury Regulation Section
1.482-4(b).






	1.12	 	“Net Funding Party” means the Party whose Cost Share for a particular Year is expected to
exceed its Development Costs for that Year. Initially, Micrus International shall be the Net
Funding Party.






	1.13	 	“Patent Rights” means (a) any and all issued patents, reissue or reexamination patents,
patents of importation, revivals of patents, revalidation patents, utility models,
certificates of invention, registrations of patents, or extensions thereof, regardless of
country or formal name; and (b) all U.S. and foreign utility and design Patents, and published
or unpublished regular patent and provisional applications, including without limitation any
and all applications of addition, divisionals, continuations, continuations-in-part (“CIPs”),
continuing prosecution applications (“CPAs”), reexaminations, substitutions, extensions,
renewals, utility models, certificates of invention or reissues thereof or therefore,
invention disclosures and records of invention, and any license to practice any of the
foregoing.






	1.14	 	“Prior Year Adjustment” means any adjustment to the Parties’ Cost Shares for a Year prior to
the current Year, which may be made in accordance with Article 3.5 of this Agreement.






	1.15	 	“Quarterly Close Date” means June 30, September 30 and December 31, or equivalent
dates corresponding to the last day of the fiscal quarters of Micrus US’s fiscal year, and
also includes the Fiscal Year End.




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	1.16	 	“Quarterly Payment” means a payment by the Net Funding Party to the other Party as provided
in Article 4.1 of this Agreement.






	1.17	 	“Year” means each period between Fiscal Year Ends, except the first Year shall begin on
the Effective Date and end on March 31, 2006, and the final Year shall end on
the date of termination of this Agreement.





2. DEVELOPMENT COSTS




2.1 Development Costs. Development Costs of a Party shall mean the following:




	 	a.	 	All costs incurred by such Party from activities relating to
the further development or refinement of the Micrus Licensed Technology (but
specifically excluding all license fees and royalties paid by Micrus
International to Micrus US pursuant to the License Agreement);
	 
	 	b.	 	All costs incurred by such Party from activities relating to
the protection of Micrus Licensed Technology and the promotion of the Micrus
Brand Rights on a global basis, or the creation or refinement of Global Brand
Protocols (as defined in the License Agreement), but shall specifically exclude
costs relating solely to the promotion of a Local Business, to obtaining and
renewing government registrations or filings to protect the use of the Micrus
Licensed Technology in a Local Business or to day-to-day operations of a Local
Business. Costs shall include expenses related to quality control standards and
specifications established from time-to-time by Micrus US, including any
requirements of applicable regulatory agencies worldwide for the manufacture
and sale of Licensed Technology, as mutually agreed upon by the parties.
	 
	 	c.	 	Costs of stock-based compensation granted to Micrus US or
Micrus SA employees or independent contractors on or after the Effective Date,
but only to the extent such employees or independent contractors are engaged in
a Development Program. Costs will exclude any amount for stock-based
compensation granted before the Effective Date. The parties further agree that
cost-sharing payments made under this Agreement in any year to account for the
costs of stock-based compensation will be refunded in their entirety in the
event that the current Treas. Reg. § 1.482-7 requirement to include stock-based
compensation in the calculation of
intangible development costs is invalidated or withdrawn. Pursuant to
Treas. Reg. §1.482-7(d)(2)(iii)(B) the parties hereby elect




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	 	 	 	to take into
account all operating expenses attributable to stock options in the same
amount, and as of the same time, as the fair value of the stock options
reflected as a charge against income in the audited financial statements of
Micrus US or disclosed in footnotes to the audited financial statements of
Micrus US.






	2.2	 	Sublicensee’s Costs. Development Costs incurred by a person that has licensed,
sublicensed or otherwise received rights in the Micrus Licensed Technology or the Micrus Brand
Rights from a Party (“Sublicensee”) shall be considered Development Costs of that Party if the
Party materially participates in the management or control of the sublicensee and if the Party
retains ownership of, or receives material rights to use, any intangible property developed by
the sublicensee.






	2.3	 	Determination of Costs. The following principles shall apply in the determination of
Development Costs:






	 	a.	 	Costs shall be determined in accordance with U.S. generally
accepted accounting principles as applied by Micrus US for financial reporting
purposes and in accordance with the relevant Treasury Regulations.
	 
	 	b.	 	Such costs shall specifically exclude any amounts relating to
or resulting from a corporate merger or acquisition, regardless of their
accounting treatment or characterization. For example, costs exclude any charge
for in-process research and development resulting from a transaction treated as
an acquisition.
	 
	 	c.	 	Such costs shall exclude any depreciation or amortization
incurred by either Party, provided, however, that for administrative
convenience the Parties may agree to use such depreciation and
amortization as reasonable proxies for an arm’s length charge for the use of
tangible personal property where the amounts are relatively similar.
	 
	 	d.	 	Such costs shall include direct costs of the relevant
activities, and an allocable share of administrative, overhead and other
indirect costs. Allocations of indirect costs and of any direct costs that
benefit both the Development Program and a Party’s other business activities
shall be
made using methods that are mutually agreed to be consistent, reasonable
and in keeping with sound accounting practices.






	2.4	 	Scope of the Development Program. In general, the Parties intend that all
development activities relating to any product or service of either Party be included within
the scope of




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	 	 	the Development Program, and that all intellectual property rights related to
such products and services be included within the Micrus Licensed Technology and the Micrus
Brand Rights. In this regard, the following specific rules apply:






	 	a.	 	Existing Products and Services. The Parties hereby note that
the Micrus Licensed Technology and the Micrus Brand Rights include all
intellectual property rights related to all products and services of either
Party in existence as of the Effective Date, and the Development Program
includes all development activities related to improving or extending such
products and services.
	 
	 	b.	 	New Lines of Business. In the event that either Party
undertakes development activities relating to any new products or services,
such activities will be included in the Development Program except to the
extent specifically excluded by the written agreement of the Parties. Micrus
International may only perform development activities upon receiving the
express consent of Micrus US.
	 
	 	c.	 	Acquisitions. In the event that either Party acquires any
intellectual property after the Effective Date from a non-Party by means of a
cash purchase or corporate merger, such intangible property shall be added to
the Development Program unless either Party gives written notice objecting
thereto within sixty (60) days of the acquisition date or unless the Parties
fail to enter into a written agreement providing appropriate arm’s length
compensation for use of such property.
	 
	 	d.	 	Licenses. In the event that either Party licenses any
intellectual property from a non-Party after the Effective Date, such
intangible property shall be added to the Development Program unless either
Party gives written notice objecting thereto within sixty (60) days of the
license date. Royalties and other fees related to such license shall be
treated as a Development Cost of the licensee Party unless the Parties enter
into a written sublicense or assignment of such license.





The Parties shall memorialize any new or acquired products or services that are excluded
from the Development Program by amending Exhibit A to this Agreement.




	3.	 	DEVELOPMENT COST ALLOCATION





On or before the first Quarterly Close Date following each Fiscal Year End, Micrus US and Micrus
International shall each prepare necessary financial statements and forecasts, and shall jointly
reconcile and consolidate such statements and forecasts into an “Annual Cost Sharing



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Report”
relating to the Year just ended, containing the information required by this Article 3 and signed
by both Parties.




	3.1	 	Determination of Aggregate Allocable Development Costs. The Annual Cost Sharing
Report shall indicate the types and amounts of Development Costs incurred by each Party during
the Year. The sum of the Parties’ Development Costs incurred during the Year is the Aggregate
Allocable Development Costs.






	3.2	 	Financial Results and Forecasts. The Annual Cost Sharing Report shall also include
such financial information and forecasts as may be mutually agreed to be necessary to obtain
the most reliable measure of benefits reasonably anticipated to be derived by each Party from
the Developed Intangibles. The Parties currently anticipate that the most reliable measure of
benefits will be projected sales revenues.






	3.3	 	Cost Share Percentages. The Annual Cost Sharing Report shall include the
determination of (a) each Party’s Cost Share Percentage for the Year, which shall be the ratio
of benefits realized or forecasted for such Party for the Year over the total benefits
realized or forecasted for both Parties for the Year; and (b) each Party’s Cost Share for the
Year, which shall be the Aggregate Allocable Development Costs for the Year multiplied by such
Party’s Cost Share Percentage.






	3.4	 	Amendments and Compensating Adjustments. At any time before payment of the third and
final Quarterly Payment for any Year, the Parties may upon mutual agreement amend the Annual
Cost Sharing Report for the previous Year to reflect the most reliable financial data and
forecasts then available, and make an appropriate compensating adjustment to be settled no
later than the next Quarterly Payment.






	3.5	 	Reconciliation of Prior Year Cost Shares. The Annual Cost Sharing Report shall
include a reconciliation of all prior year Cost Share computations that relied on forecasts of
current Year financial results. The prior year Cost Share Percentages shall be recomputed
by replacing prior forecasts with most recent actual data and forecasts available. Prior
Year Adjustments shall be determined for those prior years in which either Party’s initial
Cost Share Percentage differed by more than fifteen percent (15%) from the recomputed
percentage unless such difference was due to an extraordinary event, beyond the control of
the Parties, which could not reasonably have been anticipated at the time that costs
were shared.






	3.6	 	Reallocation after Government Adjustment. In the event the Cost Share of either
Party (for any Year) is adjusted by any government fiscal authority, the Parties shall make




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	 	 	appropriate collateral adjustments, in accordance with applicable tax regulations regarding
cost-sharing arrangements to the Cost Share for such Year and for any subsequent years to
reflect the adjustment and shall determine Prior Year Adjustments. Any such adjustments shall
be settled in accordance with Section 4.2 of this Agreement at such time as the government
adjustment becomes final (including the resolution of any competent authority proceedings that
may be initiated).






	4.	 	FUNDING AND SETTLEMENT PAYMENTS






	4.1	 	Quarterly Payments. On or before each Quarterly Close Date after the close of the
first fiscal quarter following the Effective Date (or such other date as the Parties mutually
agree), the Net Funding Party shall pay the other Party an amount (“Quarterly Payment”) equal
to one-fourth its Cost Share for the Prior Year less its expected Development Costs for the
quarter (or such other amount as the Parties mutually agree).






	4.2	 	Year-End Settlement Amount. The Annual Cost Sharing Report shall include the
following computation (“Year-End Settlement Amount”) for each Party:






	 	a.	 	the Party‘s Cost Share for the Year, plus
	 
	 	b.	 	the sum of all Prior Year Adjustments for the Party (if any),
plus or minus
	 
	 	c.	 	the Quarterly Payments received or paid, respectively, by the
Party, minus
	 
	 	d.	 	the Party‘s Development Costs for the Year.





Within sixty (60) days of the Fiscal Year End, the Party for whom the Year-End
Settlement Amount is positive shall pay such amount to the other Party.




	4.3	 	Records and Audits. The Parties shall each maintain complete and accurate written
records for four (4) years, in sufficient detail to permit ready verification of the
computation of Development Costs and the allocation of such costs, and shall allow each party
or its designee to inspect and make extracts or copies of such records for the purpose of
ascertaining the correctness of the computation and allocation of the Development Costs. If,
as a result of any audit verification or certification, there is an adjustment in the amounts
and allocations determined under Article 4, settlement amounts resulting from such adjustments
plus interest thereon at the U.S. prime rate shall be paid on or before the next Quarterly
Close Date.




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	4.4	 	Currency. Unless otherwise agreed by the Parties, all payments contemplated hereby
or made by the Parties in connection herewith shall be made in the lawful currency of the
United States of America. In making any calculation hereunder, any amounts in currencies
other than the U.S. dollar shall be translated into U.S. dollars at the prevailing bookkeeping
rate used by Micrus US during the period in which the revenue or expense is recognized under
U.S. generally accepted accounting principles.






	4.5	 	Netting of Amounts Payable. A netting of any amount payable under this Agreement as
against existing accounts payable and accounts receivable, whether arising under this or any
other agreement, shall be acceptable payment, effective as of the date of the netting on the
books of the Parties.






	4.6	 	Assumption of Development Risk. Each Party shall bear its Cost Share in accordance
with terms of this Agreement without regard to the success or failure of the Development
Program or the commercial viability of the Developed Intangibles.






	5.	 	OWNERSHIP OF DEVELOPED INTANGIBLES






	5.1	 	Legal Title. Unless otherwise agreed by the parties, legal title to Developed
Intangibles shall be vested in Micrus US subject to the rights and obligations of Micrus
International under this Agreement. Each Party shall, from time to time, take such steps as
are reasonably necessary to ensure maximum intellectual property rights in Developed
Intangibles are secured and preserved, including registering or filing for the rights in the
name of the most appropriate Party for this purpose.






	5.2	 	Beneficial Rights. So that each Party may exploit the Developed Intangibles in its
respective business and fully enjoy the benefits thereof, each Party shall have worldwide
(except as provided in Section 5.3 below), non-exclusive, perpetual (subject to Section 8.5)
rights to use, copy, display, modify, or otherwise exploit Developed Intangibles to which the
other Party holds legal title.






	5.3	 	U.S. Manufacturing and Sales Rights. Notwithstanding Section 5.2 above, Micrus US
shall obtain sole and exclusive rights (legal and beneficial) to the following:






	 	a.	 	all rights to use the Developed Intangibles in connection with
manufacturing products within the United States;




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	 	b.	 	all rights to use the Developed Intangibles in connection with
selling products or providing services to customers with respect to products
which are installed in the United States; and
	 
	 	c.	 	all rights to sublicense the Developed Intangibles in whole or
in part to any person or persons for use in connection with the manufacture and
sale of the products within the United States.






	5.4	 	Sublicenses. With the prior written consent of the other Party, each Party shall
have the right to license, sublicense (other than with respect to the exclusive rights set
forth in Section 5.3(c) which are reserved for Micrus US) or transfer its rights in the
Developed Intangibles hereunder in whole or in part to any person or persons provided that
such license, sublicense or transfer is pursuant to a signed agreement which has terms and
restrictions at least as protective of the Developed Intangibles as this Agreement.






	6.	 	LIMITATION OF LIABILITY.





IN NO EVENT WILL MICRUS US, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, HAVE ANY
LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY
THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATED
TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS, OR LOSS OF USE, EVEN
IF MICRUS US HAS BEEN ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF
THE POSSIBILITY OF SUCH DAMAGES.




	7.	 	CONFIDENTIAL INFORMATION






	7.1	 	Obligations. The Parties acknowledge that, from time to time, one Party (the
“Disclosing Party”) may disclose to the other Party (the “Receiving Party”) information which
is marked as “proprietary” or “confidential” or which would, under the circumstances, be
understood by a reasonable person to be proprietary and nonpublic (“Confidential
Information”). The Receiving Party shall retain such Confidential Information in confidence
and shall not disclose it to any third party without the Disclosing Party’s written consent.
Each Party shall use at least the same procedures and degree of care




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	 	 	which it uses to protect
its own Confidential Information of like importance, and in no event less than reasonable
care.






	7.2	 	Exceptions. Notwithstanding the foregoing, Confidential Information will not include
information to the extent that such information:






	 	a.	 	was already known by the Receiving Party without an obligation
of confidentiality at the time of disclosure hereunder;
	 
	 	b.	 	was generally available to the public at the time of its
disclosure to the Receiving Party hereunder;
	 
	 	c.	 	became generally available to the public after its disclosure
other than through an act or omission of the Receiving Party in breach of this
Agreement;
	 
	 	d.	 	was subsequently lawfully and independently disclosed to the
Receiving Party by a person other than Disclosing Party;
	 
	 	e.	 	was independently developed by the Receiving Party; or
	 
	 	f.	 	is disclosed pursuant to the order or requirement of a
court, administrative agency, or other governmental body, provided, however,
that the Receiving Party shall provide prompt notice thereof to enable the
Disclosing Party to seek a protective order or otherwise prevent such
disclosure.






	8.	 	TERM AND TERMINATION






	8.1	 	Term of the Agreement. The initial term of this Agreement shall be for one year from
the Effective Date. Following the initial term, this Agreement shall continue in force until
such time that either Party gives written notice to the other to terminate the Agreement.
Such notice shall be no less then sixty (60) days prior to proposed termination date.






	8.2	 	Immediate Termination upon Notice for Change in Control or Substantial Encumbrance.
In the event that the direct or indirect ownership of Micrus International undergoes a change
in control so that Micrus International and Micrus US cease to be Affiliates, or in the event
that a substantial portion of Micrus International’s assets or the conduct of Micrus
International’s business shall be substantially encumbered by extraordinary
governmental action or by operation of law, including bankruptcy or similar proceedings,




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	 	 	Micrus US may, at its option, terminate this Agreement effective immediately upon written
notice given to Micrus International. For purposes of this paragraph, notice shall be
effective when sent.






	8.3	 	Termination After Failure to Cure for Failure of Performance. If any Party shall fail
to perform any of its covenants contained in this Agreement or in the License Agreement,
Contract Manufacturing Services Agreement, or Supportive Services Agreement between
the Parties with the same effective date, and shall fail to cure such default within sixty
(60) days after receipt of a notice from the other Party, the Party giving notice shall have
the right to terminate this Agreement immediately by giving written notice to the other Party.






	8.4	 	Return of Documents. In the event of termination of this Agreement, Micrus US and
Micrus International shall return to each other all documents, records, notes and other
evidence or descriptions of Developed Intangibles relating to improvements/refinements to the
Micrus Licensed Technology in their possession which are the other’s property.






	8.5	 	Effect of Termination. Upon any termination under Section 8.2 or resulting from
Micrus International’s default under Section 8.3, all rights of Micrus International in the
Developed Intangibles shall transfer immediately to Micrus US without requirement of notice or
action of any kind, subject to fair compensation for such rights after settlement of other
claims or liabilities between the Parties. In the event of any other termination of this
Agreement, Micrus US and Micrus International shall retain those rights in the Developed
Intangibles which each had acquired pursuant to the Agreement prior to the termination.






	8.6	 	Final Payment. Upon any termination, treating the date of termination as the final
“Fiscal Year End,” the Parties shall prepare a final Annual Cost Sharing Report as provided in
Articles 3 and 4, and shall arrange to pay or otherwise settle the Year-End Settlement Amount
as provided by Article 4.1.






	9.	 	MISCELLANEOUS






	9.1	 	Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California, United States of America, without giving effect to
conflict of laws principles. The United Nations Convention on Contracts for the
International Sale of Goods shall not apply to this Agreement or any transaction




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	hereunder.	 	The Parties hereby expressly consent to the personal jurisdiction and venue of
the courts of California.






	9.2	 	Waiver. Any waiver of the provisions of this Agreement or of a Party’s rights or
remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay
by a Party to enforce the provisions of this Agreement or its rights or remedies at any time
will not be construed and will not be deemed to be a waiver of such party’s rights under this
Agreement and will not in any way affect the validity of the whole or any part of this
Agreement or prejudice such Party’s right to take subsequent action.






	9.3	 	Amendments. This Agreement may not be altered or amended except by a written
instrument signed by the authorized legal representatives of both Parties. Any material
modification of this Agreement that results in a transfer of rights to Developed Intangibles
between the Parties shall require fair compensation.






	9.4	 	Successors and Assignees. This Agreement shall be binding upon and inure to the
benefit of any Affiliate that is the successor to substantially all of the assets and
businesses of either Party. Neither Party may otherwise assign this Agreement without the
other Party’s written authorization.






	9.5	 	Severability. If any provision in this Agreement shall be found or be held to be
invalid or unenforceable, then the meaning of said provision shall be construed, to the extent
feasible, so as to render the provision enforceable, and if no feasible interpretation would
save such provision, it shall be severed from the remainder of this Agreement which shall
remain in full force and effect unless the severed provision is essential and material to the
rights or benefits received by any party. In such event, the Parties shall use best efforts
to
negotiate, in good faith, a substitute, valid and enforceable provision or agreement which
most nearly affects the Parties’ intent in entering into this Agreement.






	9.6	 	Entire Agreement. This Agreement (including the Exhibit and any addenda hereto
signed by both Parties) and the other documents referred to herein, contain the entire
agreement of the Parties with respect to the subject matter of this Agreement and supersedes
all previous communications, representations, understandings and agreements, either oral or
written, between the Parties with respect to the subject matter.






	9.7	 	Relationship Between Parties. The Parties shall at all times and for all purposes be
deemed to be independent contractors and neither Party, nor either Party’s employees,
representatives, subcontractors or agents, shall have the right or power to bind the other
Party. This Agreement shall not itself create or be deemed to create a joint venture,




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	 	 	partnership or similar association between the Parties or either Party’s employees,
subcontractors or agents.






	9.8	 	Counterparts. The Parties may execute this Agreement in multiple counterparts, each
of which constitutes an original as against the Party that signed it, and both of which
together constitute one agreement. The signatures of both Parties need not appear on the same
counterpart. The delivery of signed counterparts by facsimile or email transmission that
includes a copy of the sending Party’s signature is as effective as signing and delivering the
counterpart in person.






	9.9	 	Notices. Any notices required or permitted hereunder shall be given in writing
either (a) through personal delivery by courier with tracking capabilities or otherwise, (b)
by telecopy or other electronic medium, or (c) by deposit in the mail. Any notice given using
means described in (a) or (c) of the preceding sentence shall be sent to the other Party at
the address set forth in the first paragraph of this Agreement or to such other address as the
Party has designated by notice given pursuant to this Agreement. All notices shall be deemed
given or made (x) on the date delivered if delivered personally, by courier or otherwise, (y)
on the date initially received, if delivered by telecopy or other electronic medium, or (z) on
the third business day after it is mailed.





(The remainder of this page has been intentionally left blank)




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     By their signatures, the authorized representatives of the Parties acknowledge the Parties’
acceptance of this Agreement:



	 	 	 	 	 	 	 
	 	 	Micrus Endovascular Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ John Kilcoyne
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Printed Name: John Kilcoyne	 	 
	 
	 	 	 	 	 	 
	 	 	Title: President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Micrus Endovascular SA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Beat Merz
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Printed Name: Beat Merz	 	 
	 
	 	 	 	 	 	 
	 	 	Title: President and Administrator	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Francois Requin	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Printed Name: Francois Requin	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Administrator	 	 






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EXHIBIT A




EXCLUDED PRODUCTS OR SERVICES




     Pursuant to Section 2.4 of the Agreement for Sharing Development Costs, the Parties hereby
agree that the following products or services developed or acquired by the specified Party are
excluded from the Development Program:




	 	 	 	 	 	 	 
	Product or Service	 	Party	 	Effective Date	 	Signatures (or Initials)
	None
	 	N/A
	 	N/A	 	 







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