Corporate Formation Agreement, dated as of December 26, 2003



 Exhibit 10.17 
 CONFIDENTIAL TREATMENT REQUESTED 
 CORPORATE FORMATION AGREEMENT 
 This Corporate Formation Agreement (this “Agreement”) is made and entered into as of December 26, 2003 (the
“Effective Date”) by and between Asthmatx, Inc. (“Asthmatx”), a California corporation, and Broncus Technologies, Inc., a California corporation (“Broncus”). 
 RECITALS 
 A. Broncus has caused
Asthmatx to be incorporated and now wishes to contribute to Asthmatx cash and certain assets, agreements and obligations of Broncus relating to Broncus’ Alair Asthma Treatment System business (the “Alair Business”) in
exchange for the Asthmatx Shares (as defined herein) and other consideration described herein. 
 B. It is contemplated that, prior to
December 31, 2003, Broncus will distribute the Asthmatx Shares (as defined herein) on a pro rata basis as a dividend to its shareholders (such distribution and dividend being referred to herein as the “Spin-off”).
Asthmatx has been provided with a copy of an Information Statement prepared by Broncus which describes the Spin-off. 
 C. Broncus has
previously issued certain warrants to purchase shares of its Common Stock that are now outstanding and listed in Exhibit A attached hereto (the “Broncus Warrants”), and, after the occurrence of the Spin-off, Broncus
will be required by the terms of the Broncus Warrants to provide that the Warrant holders will receive shares of Asthmatx’s Common Stock upon exercise of their Broncus Warrants. In consideration of the agreements of Broncus contained herein,
Asthmatx is willing to agree to issue shares of its Common Stock as provided herein upon the exercise of Broncus Warrants in order to enable Broncus to satisfy its obligations under the Broncus Warrants. 
 D. In consideration of Broncus’ agreements herein, Asthmatx is also willing to agree to grant options to purchase shares of its Common Stock to
holders of Broncus stock options and to employees of Broncus who will become employees of Asthmatx as provided herein. 
 E. The parties also
desire to provide, in connection with the formation of Asthmatx, that they will enter into certain agreements between themselves as provided herein. 
 AGREEMENT 
 NOW, THEREFORE, in consideration of the premises and mutual agreements and covenants hereinafter set forth,
Asthmatx and Broncus hereby agree as follows: 
 1. CONTRIBUTION AND TRANSFER
OF ASSETS; ISSUANCE OF ASTHMATX SHARES. 
 1.1 Contribution and Transfer of Assets. Broncus hereby contributes, assigns, transfers, conveys and delivers to Asthmatx, as of the Effective Date, all of Broncus’ right, title and interest in, to
or under all of the assets and properties identified in the following subparagraphs of this Section 1.1 (collectively, the “Assigned Assets”): 
 (a) cash in the amount equal to forty percent (40%) of the cash held by Broncus on the Effective Date (which amount Broncus and Asthmatx
agree and acknowledge will take into account Broncus’ payment of those accounts payable paid on or before the Effective Date and which amount Broncus and Asthamtx estimate will be approximately $2,150,000); 
  

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 (b) the tangible personal property assets of Broncus that are identified on Schedule
1.1(b) attached hereto; 
 (c) the contracts and agreements that are identified on Schedule 1.1(c) attached hereto (the
“Assigned Contracts”); 
 (d) the patents and patent applications specifically listed on Schedule
1.1(d) attached hereto, all worldwide rights to the inventions described therein, and all rights to enforce such patents (and any patents that may be issued on any such patent applications) and all causes of action and rights of recovery for
past infringement of such patents, patent applications and inventions described therein (collectively, the “Assigned Patent Rights”); 
 (e) the trademarks and trademark registrations that are identified on Schedule 1.1(e) attached hereto, and all applications therefor, trade names and rights in trade dress and packaging associated
therewith (collectively, the “Assigned Trademark Rights”); 
 (f) the intangible assets, technologies,
properties and rights of Broncus that are associated exclusively with the Alair Asthma Treatment System (including the Alair Controller Software, the Alair Product Specification, training materials related to the Alair Program, publications
regarding the Alair procedure and all trade dress/design features for the Alair System), including all patent rights associated therewith, copyrights, copyright registrations and applications therefor, trade secrets, know-how and other intellectual
property rights recognized by the law of any applicable jurisdiction (collectively, “Intellectual Property Rights”) therein and thereto, all rights to enforce such Intellectual Property Rights, and all causes of action and
rights of recovery for past infringement of such Intellectual Property Rights; and 
 (g) the books and records of Broncus which
relate to the assets described in clauses (a) through (f) above and do not relate to the Excluded Assets (provided that Broncus shall be entitled to retain a copy of such books and records). 
 Notwithstanding the foregoing, the Assigned Assets shall not in any event include any of the assets, properties and rights owned or held by Broncus that are not
expressly identified in the preceding subparagraphs of this Section 1.1 (collectively, the “Excluded Assets”), such as, by way of illustration and not limitation, assets, properties, agreements, contracts, technologies
and Intellectual Property Rights associated with Broncus’ Exhale emphysema treatment system and not expressly defined as Assigned Assets herein. 
 1.2 Issuance of Asthmatx Shares and Grant of Asthmatx Options. In partial consideration for Broncus’ contribution and transfer to Asthmatx of the Assigned Assets and the commitments of Broncus
contained in this Agreement, and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Asthmatx hereby agrees with Broncus as follows: 
 (a) Issuance of Asthmatx Shares. Asthmatx hereby agrees with Broncus to, and hereby does, issue and sell to Broncus, and Broncus hereby
acquires from Asthmatx, an aggregate total of (i) 3,883,541 shares of Asthmatx’s Common Stock, (ii) 2,612,500 shares of Asthmatx’s Series A-1 Preferred Stock, (iii) 2,090,000 shares of Asthmatx’s Series A-2 Preferred
Stock, (iv) 1,045,000 shares of Asthmatx’s Series A-3 Preferred Stock, (v) 4,280,000 shares of Asthmatx’s Series B Preferred Stock, (vi) 9,619,528 shares of Asthmatx’s Series C Preferred Stock, and (vii) 9,271,159
shares of Asthmatx’s Series D Preferred Stock (all such shares of Asthmatx Common Stock and Asthmatx Preferred Stock being collectively referred to herein as the “Asthmatx Shares”). 
  

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 (b) Issuance of Common Shares Upon Exercise of Broncus Warrants. In addition to the
issuance to Broncus of the Asthmatx Shares pursuant to Section 1.1(a) above, Asthmatx hereby agrees with Broncus that, within a reasonable time after each exercise of a Broncus Warrant that occurs after the date of the Spin-off (a
“Broncus Warrant Exercise”), Asthmatx shall issue to the holder of such Broncus Warrant who has exercised such Broncus Warrant one (1) share of Asthmatx Common Stock, as presently constituted (the “Issue
Number”) for each share of Broncus Common Stock that is issued to and received by the holder of such Broncus Warrant as a result of such Broncus Warrant Exercise (with the Issue Number to be equitably and proportionally adjusted to
account for and reflect any stock splits, stock dividends, reverse stock splits or the like occurring after the date of the Spin-off and affecting the number of outstanding shares of the Common Stock of either Asthmatx or Broncus); provided,
however, that Asthmatx shall not be obligated to issue its Common Stock under this Section 1.2(b) with respect to a Broncus Warrant Exercise unless and until Broncus has provided Asthmatx with written notice of such Broncus Warrant
Exercise, which notice shall include (i) the name and address of the holder of the Broncus Warrant exercised in connection with such Broncus Warrant Exercise; (ii) the name and address of the person(s) in whose name the shares of
Asthmatx’s Common Stock issuable hereunder in respect of such Broncus Warrant Exercise are to be registered; and (iii) a statement of the number of Broncus shares purchased in connection with such Broncus Warrant Exercise, and
Broncus’ computation of the number of shares of Asthmatx’s Common Stock then issuable in respect of such Broncus Warrant Exercise in accordance with this Section 1.2(b). 
 (c) Grant of Asthmatx Stock Options to Broncus Optionees. Effective at a time prior to the time the Spin-off takes effect and during which
Asthmatx is a subsidiary of Broncus, Asthmatx shall grant to each Broncus Optionee (as defined below), with respect to each outstanding option to purchase Broncus Common Stock held by such Broncus Optionee (a “Broncus
Option”), an option to purchase shares of Asthmatx Common Stock (an “Asthmatx Option”) on the following basis and terms, except as otherwise noted below: 
 (i) the number of shares of Asthmatx Common Stock subject to each Asthmatx Option granted to a Broncus Optionee under this Section 1.2(c)
with respect to a Broncus Option will (except as may be otherwise specified in Schedule 1.2(c) attached hereto) be equal to the number of shares of Broncus Common Stock with respect to which such Broncus Option was vested and
exercisable on the date such Asthmatx Option is granted (or, if exercise 
  

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of such Broncus Option was not subject to a vesting condition, the number of shares of Broncus Common Stock subject to such Broncus Option that, on such date
of grant, is not subject to repurchase by Broncus at its original issue price upon termination of the Broncus Optionee’s services); 
 (ii) the exercise price per share of such Asthmatx Option shall be a price per share of Asthmatx Common Stock that is forty percent (40%) of the exercise price per share at which shares of Broncus Common Stock are purchasable
under such Broncus Option (computed before the effect of any modification or adjustment of such Broncus Option made in connection with the Spin-off); 
 (iii) such Asthmatx Option shall continue to be exercisable by such Broncus Optionee for so long as such Broncus Optionee continues to be employed by, or provide services to, Broncus or a parent or subsidiary
of Broncus (as those terms are defined in Broncus’ option plans) but in no event beyond the scheduled expiration date of the Broncus Option with respect to which such Asthmatx Option is granted; and 
 (iv) other terms not described in the foregoing clauses (i) through (iii) that are substantially the same as the terms of the Broncus
Option with respect to which such Asthmatx Option is granted; 
 provided, however, that solely for purposes of determining the number of
shares of Asthmatx Common Stock subject to an Asthmatx Option granted to a Broncus Optionee with respect to a Broncus Option that has not vested on the date of the Spin-off due to probationary “cliff” vesting provisions (“Cliff
Vesting”), such Broncus Option will be deemed to have been vested as of the date of the Spin-off as to that portion of the Broncus Option subject to Cliff Vesting that is proportional to the number of months elapsed between the
beginning of the Cliff Vesting period and the date of the Spin-off, but such Asthmatx Option will not actually become vested or exercisable until the Broncus Optionee has provided the number of months of service to Broncus required to satisfy the
original Cliff Vesting provision under such Broncus Option. For purposes of this Section 1.2, the term “Broncus Optionee” means an individual (other than an individual who entirely terminates his or her employment with
Broncus in order to become a full-time employee of Asthmatx) who on the date of the Spin-off holds at least one outstanding option to purchase shares of Broncus Common Stock. 
 (d) Grant of Asthmatx Stock Options to Transferring Optionee. On or before the time the Spin-off takes effect, Asthmatx shall grant to
each Broncus employee who has become an employee of Asthmatx on or before the date the Spin-off takes effect (each a “Transferring Optionee”), with respect to each Broncus Option held by such Transferring Optionee (a
“Broncus Option”), an Asthmatx Option on the following basis and terms, except as otherwise noted below: 
 (i)
the number of shares of Asthmatx Common Stock subject to each Asthmatx Option granted to a Transferring Optionee under this Section 1.2(d) with respect to a Broncus Option held by such Transferring Optionee will (except as may
be otherwise specified in Schedule 1.2(d) attached hereto) be equal to the total number of shares of Broncus Common Stock subject to such Broncus Option, whether or not vested (computed before the effect of any modification or adjustment of
such Broncus Option made in connection with the Spin-off); 
  

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 (ii) the exercise price per share of each such Asthmatx Option shall be a price per share of
Asthmatx Common Stock that is forty percent (40%) of the exercise price per share at which shares of Broncus Common Stock are purchasable under such Broncus Option (computed before the effect of any modification or adjustment of such Broncus
Option made in connection with the Spin-off); 
 (iii) each Asthmatx Option granted to such Continuing Broncus Optionee
(A) shall be vested on the date it is granted to the same extent that the Broncus Option with respect to which it was granted was vested on such date, and (B) shall vest and become exercisable on the same terms and vesting schedule as the
Broncus Option with respect to which it was granted, except that, for purposes of vesting, all applicable references to Broncus in such Broncus Option shall be references to Asthmatx in such Asthmatx Option; 
 (iv) each such Asthmatx Option shall continue to be exercisable by such Transferring Optionee for so long as such Transferring Optionee continues
to be employed by, or provide services to, Asthmatx or a Parent or Subsidiary of Asthmatx (as those terms are defined in Asthmatx’s option plan) but in no event beyond the scheduled expiration date of the Broncus Option with respect to which
such Asthmatx Option is granted; and 
 (v) other terms not described in the foregoing clauses (i) through (iv) that are
substantially the same as the terms of the Broncus Option with respect to which such Asthmatx Option is granted. 
 2.
ASSUMPTION OF OBLIGATIONS AND LIABILITIES. 
 2.1 Certain Defined Terms. As used herein, the following terms shall have the following meanings: 
 (a)
“Alair” means the Alair Asthma Treatment System which was originally developed by Broncus and which has been contributed and assigned by Broncus to Asthmatx pursuant to this Agreement. 
 (b) “Alair Business” shall have the meaning given to that term in Recital A of this Agreement and includes, without
limitation, the business of developing, testing, marketing, selling and otherwise commercially exploiting Alair and any associated services. 
 (c) “Exhale” means Broncus’ Exhale Airway Bypass System, which is used to treat emphysema in humans and which is owned and retained by Broncus. 
 (d) “Exhale Business” means Broncus’ business of developing, testing, marketing, selling and otherwise commercially
exploiting Exhale and any associated services. 
 (e) “Liabilities” means, collectively, any and all
liabilities, losses, claims, debts, duties, obligations (including but not limited to contractual obligations), expenses, claims, deficiencies or guaranties of any type, whether accrued, absolute, contingent, matured, unmatured or otherwise.

  

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 (f) “Loss” means, collectively, all Liabilities, loss, damages, expense,
cost, fines, fees, penalties, obligations or injuries, including without limitation those resulting from any and all claims, actions, suits, demands, assessments, investigations, judgments, awards, arbitrations or other proceedings, together with
reasonable costs and expenses including the reasonable attorneys’ fees and other legal costs and expenses relating thereto. 
 2.2
Assumption of Liabilities by Asthmatx. Except to the extent that Asthmatx is expressly entitled to be indemnified for any of such Liabilities by Broncus pursuant to the provisions of the Indemnification Agreement (as that term is defined
in Section 2.3 below), Asthmatx hereby assumes and agrees to faithfully and timely pay, perform, fulfill and satisfy in full all of the following Liabilities (collectively, the “Assumed Liabilities”): 
 (a) any and all Liabilities, to the extent that such Liabilities relate to, arise out of or result from the conduct or operation of the Alair
Business by any person or entity (including but not limited to Broncus, Asthmatx and/or by any other party or parties) at any time, whether before, on or after the Effective Date; and 
 (b) any Liability to the extent it relates to, arises out of, or results from, any of the Assigned Assets (including without limitation any of
the Assigned Contracts) whether such Liability arises before, on or after the Effective Date. 
 2.3 Indemnification
Agreement. The parties mutually agree, as soon as reasonably practicable, to enter into a separate written agreement between themselves (such agreement being referred to herein as the “Indemnification Agreement”).
The Indemnification Agreement will provide for and address the following matters: (a) the terms and conditions upon which Asthmatx will undertake to use good faith efforts to obtain certain liability insurance relating to the Alair Business;
(b) the terms and conditions upon which Asthmatx will indemnify Broncus for Loss related to the Alair Business (including the Assumed Liabilities); (c) the terms and conditions upon which Broncus will indemnify Asthmatx for Loss related to
the Exhale Business; and (d) the terms and conditions upon which the parties will have access to and may obtain coverage under, certain insurance policies held by Broncus providing coverage for certain third-party claims arising from the
treatment of individuals with Alair prior to the Effective Date (which may include provisions pursuant to which Broncus may, from the proceeds of such insurance policies, provide certain limited indemnification to Asthmatx with respect to such
third-party claims). 
 3. FURTHER ASSURANCES. The parties agree to
execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement. Broncus further agrees, promptly upon request of Asthmatx, or any of its
successors or assigns, to, at Asthmatx’s expense, to execute, deliver and/or assist in the filing of (i) recordable patent assignments for each patent or patent application included in the Assigned Patent Rights, (ii) recordable
trademark assignments for each trademark, trademark application or similar right included in the Assigned Trademark Rights, and (iii) any power of attorney, assignment, application for copyright, patent or other 
  

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intellectual property right protection, or any other papers which may be necessary or desirable to fully secure to Asthmatx, its successors and assigns, all
right, title and interest in and to each of the Assigned Assets. In addition, Broncus agrees never to assert any claims, rights or moral rights in or to any of the Assigned Assets, except such rights, if any, as Broncus may hold under a separate
written agreement executed by Broncus and Asthmatx. 
 4. REPRESENTATIONS AND WARRANTIES
OF BRONCUS. Broncus represents and warrants to Asthmatx that, as of the Effective Date: 
 4.1 Corporate Organization. Broncus is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and has the corporate power and authority to enter into and perform its
obligations under this Agreement. 
 4.2 Authority. The execution, delivery and performance of this Agreement, and the
performance by Broncus of the transactions contemplated hereby, have been duly and validly approved and authorized by all necessary action of Broncus’ Board of Directors. This Agreement is the valid and binding obligation of Broncus,
enforceable in accordance with its terms, except as to the effect, if any, of (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights
generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. 
 4.3 No
Conflict. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with or violate any provision of the Articles of Incorporation or Bylaws of Broncus. 
 4.4 Securities Law Matters. Broncus is not acquiring the Asthmatx Shares with a view to, or for sale in connection with, any unlawful
distribution of the Asthmatx Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Broncus has a preexisting business relationship with Asthmatx and/or certain of its officers and/or
directors of a nature and duration sufficient to make Broncus aware of the character, business acumen and general business and financial circumstances of Asthmatx and/or such officers and directors. By reason of Broncus’ business and financial
experience, Broncus is capable of evaluating the merits and risks of this investment, has the ability to protect Broncus’ own interests in this transaction and is financially capable of bearing a total loss of this investment. 
 4.5 Assigned Assets. To Broncus’ knowledge, (a) Broncus owns, and can grant exclusive right, title and interest in and to, each
of the Assigned Assets, (b) none of the Assigned Assets are presently subject to any dispute, claim, prior license or other agreement, assignment or rights of any third party, or any other rights that might interfere with Asthmatx’s use,
or exercise of ownership of, any Assigned Assets, nor is Broncus aware of any claims by any third party to any rights of any kind in or to any of the Assigned Assets, and (c) none of the Assigned Assets are subject to any lien, pledge,
mortgage, security interest or other encumbrance of any sort (other than such Liabilities as are assumed by Asthmatx pursuant to Section 2 of this Agreement and other than any lien that would have no material affect on Asthmatx’s ability
to use or transfer an Assigned Asset). 
  

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 5. ACKNOWLEDGMENT AND AGREEMENT BY BRONCUS AND ASTHMTAX REGARDING SPIN-OFF. Broncus
and Asthmatx acknowledge and agree that (i) the Asthmatx Shares are not being registered with the Securities and Exchange Commission under the Securities Act or being qualified under the California Corporate Securities Law of 1968, as amended,
or other applicable state securities laws, but instead are being issued under exemptions from the registration and qualification requirements of such securities laws which impose certain restrictions on the subsequent sale, transfer or other
disposition the Asthmatx Shares by Broncus and Broncus’ shareholders, and (ii) the stock certificates representing the Asthmatx Shares will bear restrictive legends as set forth in Section 6.1 to enable Asthmatx to enforce the
aforementioned transfer restrictions and such transfer restrictions will be noted in Asthmatx’s stock transfer books. Broncus and Asthmatx further acknowledge and agree that the aforementioned transfer restrictions will apply to the Asthmatx
Shares (and will continue to apply to the Asthmatx Shares in the hands of Broncus’ shareholders who receive them in the Spin-off). 
 6. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS. 
 6.1 Legends. Broncus understands and agrees that
Asthmatx will place the legends set forth below or similar legends on any stock certificate(s) evidencing the Asthmatx Shares, together with any other legends that may be required by state or federal securities laws, Asthmatx’s Articles of
Incorporation or Bylaws, any other applicable agreement between Broncus, Asthmatx and/or any third parties: 
 THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A 180 DAY MARKET STANDOFF RESTRICTION AS SET FORTH IN A CERTAIN
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF
A PUBLIC OFFERING OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES. 
 6.2
Stop-Transfer Instructions. Broncus agrees that, to ensure compliance with the restrictions imposed by this Agreement, Asthmatx may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if Asthmatx
transfers its own securities, it may make appropriate notations to the same effect in its own records. 
  

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 6.3 Refusal to Transfer. Asthmatx will not be required (a) to transfer on its books
any Asthmatx Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (b) to treat as owner of such Asthmatx Shares, or to accord the right to vote or pay dividends, to any purchaser or
other transferee to whom such Asthmatx Shares have been so transferred; provided, however, that Broncus and Asthmatx acknowledge and agree that the transfer, distribution and dividend of the Asthmatx Shares to Broncus’
shareholders in connection with the Spin-off shall not constitute a transfer in violation of any of the provisions of this Agreement and this Section 6.3 shall not apply to any such transfer. 
 6.4 Market Stand Off Agreement. Broncus agrees, in connection with any registration of Asthmatx’s securities under the Securities Act
that, upon the request of Asthmatx or the underwriters managing any registered public offering of Asthmatx’s securities, Broncus will not sell or otherwise dispose of any Asthmatx Shares without the prior written consent of Asthmatx or such
underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) after the effective date of such registration requested by such managing underwriters and subject to all restrictions as Asthmatx or the
managing underwriters may specify for employee-shareholders generally. Broncus further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing. 
 7. CERTAIN AGREEMENTS. 
 7.1
License and Manufacturing Agreements. To assist Asthmatx in commencing business as a separate entity following the Spin-off and to afford each other certain assurances regarding each party’s ability to use and practice certain
intellectual property rights, the parties agree that, concurrently with the Spin-off, they shall: (a) enter into a License Agreement having the principal terms summarized in the Term Sheet attached as Exhibit B hereto, under which each
party would grant the other a license to use certain of its intellectual property rights within a defined field of use (the “Cross-License Agreement”); and (b) a Manufacturing Service Agreement in substantially the form
attached hereto as Exhibit C (the “Manufacturing Agreement”), pursuant to which Broncus would agree to manufacture certain devices for Asthmatx in exchange for cash charges. The definitive forms of the Cross-License
Agreement and the Manufacturing Agreement executed by the parties shall be the sole and exclusive agreement and understanding of the parties with regard to the subject matter of such agreements. 
 8. GENERAL PROVISIONS. 
 8.1
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to that body of laws pertaining to conflict of laws. 
 8.2 Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may be
reasonably necessary to carry out the purposes and intent of this Agreement. 
 8.3 Counterparts; Facsimile Signatures. This
Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an 
  

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original, and all of which together shall constitute one and the same agreement. This Agreement may be executed and delivered by facsimile and upon such
delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. 
 8.4 Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum
extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, then such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or
unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. 
 8.5 Notices.
Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the
following: (i) at the time of personal delivery, if delivery is in person; (ii) one (1) business day after deposit with an express overnight courier for United States deliveries, or two (2) business days after such deposit for
deliveries outside of the United States, with proof of delivery from the courier requested; or (iii) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries.
All notices for delivery outside the United States will be sent by express courier. All notices not delivered personally will be sent with postage and/or other charges prepaid and properly addressed to the party to be notified at the address set
forth on the signature page to this Agreement (or at such other address as the party to be notified may have designated to the other party by one of the indicated means of notice herein). 
 8.6 Amendment and Waivers. This Agreement may not be altered or amended except by an instrument in writing executed by Broncus and
Asthmatx. No rights of a party under this Agreement may be waived, except by an instrument in writing executed by such party. No waiver of any terms, provision or condition of or failure to exercise or delay in exercising any rights or remedies
under this Agreement, in any one or more instances shall be deemed to be, or construed as, a further or continuing waiver of any such term, provision, condition, right or remedy or as a waiver of any other term, provision or condition of this
Agreement. 
 8.7 Entire Agreement. This Agreement and the documents referred to herein and exhibits hereto constitute the
entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific
subject matter hereof. 
 [Signature page follows] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed
this CORPORATE FORMATION AGREEMENT as of the Effective Date set forth in the first paragraph hereof. 
 ASTHMATX, INC. 
  

			
	 By:
	 	 /s/ Glen French

		 	Glen French, President

  

			
	 Address:
	  	 1340 Space Park Way
 Mountain View, CA
94043









 IN WITNESS WHEREOF, the parties hereto have executed
this CORPORATE FORMATION AGREEMENT as of the Effective Date set forth in the first paragraph hereof. 
 BRONCUS TECHNOLOGIES, INC. 
  

			
	 By:
	 	 /s/ Cary Cole

		 	Cary Cole, President

  

			
	Address:	  	 1400 North Shoreline Blvd, Suite A8
 Mountain View, CA
94043









 Exhibit A 
 Broncus Warrants 
  

									
	 Broncus Warrant Holder
	  	 Warrant Number
	  	 Issue Date
	  	 Expiration Date
	  	 Number of Shares of Broncus

 Common Stock Issuable Upon

 Exercise in Full

	 ****
	  	CS-01	  	3/20/1998	  	3/19/2008	  	20,000
	 ****
	  	CS-02	  	1/24/2000	  	1/24/2005 or trans or IPO	  	48,077
	 ****
	  	CS-03	  	2/13/2002	  	2/13/2005 or IPO	  	519,143
	 ****
	  	CS-04	  	2/13/2002	  	2/13/2005 or IPO	  	58,118
	 ****
	  	CS-05	  	2/13/2002	  	2/13/2005 or IPO	  	2,325
	 ****
	  	CS-06	  	2/13/2002	  	2/13/2005 or IPO	  	37,082
	 ****
	  	CS-07	  	2/13/2002	  	2/13/2005 or IPO	  	371
	 ****
	  	CS-08	  	2/13/2002	  	2/13/2005 or IPO	  	1,854
	 ****
	  	CS-09	  	2/13/2002	  	2/13/2005 or IPO	  	2,225
	 ****
	  	CS-10	  	2/13/2002	  	2/13/2005 or IPO	  	2,225
	 ****
	  	CS-11	  	2/13/2002	  	2/13/2005 or IPO	  	27,440
	 ****
	  	CS-12	  	2/13/2002	  	2/13/2005 or IPO	  	37,082
	 ****
	  	CS-13	  	2/13/2002	  	2/13/2005 or IPO	  	46,352
	 ****
	  	CS-14	  	2/13/2002	  	2/13/2005 or IPO	  	6,675

  


	****	Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment
sent to the Securities and Exchange Commission. 









 Schedule 1.1(b) 
 Tangible Personal Property 
  

										
	 Item
	  	 Model Number
	  	 Serial Number
	  	 QTY
	  	Price
	 Kelly Shriner’s computer
	  	Compaq Evo (P4 1800) Desktop	  	W233KN8ZB374	  	1	  	$	1,500
	 Gary Kaplan’s computer
	  	Dell Optiplex GX110 (866) Desktop	  	127-646-228-17 / 5V3Q601	  	1	  	$	1,500
	 Narinder Shargill’s computer
	  	Dell Latitude L400 (???) Laptop	  	19526848885 / 8YXS511	  	1	  	$	2,000
	 Debbie Brown’s computer
	  	Compaq Evo (P4 1500) Desktop	  	6X1CJYFZJ101	  	1	  	$	1,500
	 Bill Wizeman’s computer
	  	Compaq Evo (P4 1500) Desktop	  	6X1CJYFZJ0ZY	  	1	  	$	1,500
	 Steve Fermi’s computer
	  	Dell Optiplex GX100 (500) Desktop	  	286-394-149-55 / D5N620B	  	1	  	$	1,500
	 Glen French’s computer
	  	Compaq Evo N610c (?????) Laptop	  		  	1	  	$	2,000
	 Glen French—Fax
	  	HP 720	  		  	1	  	$	250
	 Chris Danek—computer
	  	Dell Dimension XPS R350 Desktop	  	273-964-89 / GB79L	  	1	  	$	1,500
	 Marilyn Foust—computer
	  	Dell Dimension XPS R350 Desktop	  	286-382-89 / H1TG1	  	1	  	$	1,500
	 Barrie Weeks—computer
	  	Compaq Evo (P4 1700) Desktop	  	6X24JYFZN05D	  	1	  	$	1,500
	 Grant Laptop
	  	Compaq Evo N610c (P4-2400) Laptop	  	7E35KT8ZD18Y	  	1	  	$	2,800
	 glen’s old laptop
	  	Compaq Evo N400c (P3 700) Laptop	  	1J16JMWZV62J	  	1	  	$	2,000
	 glen’s old desktop
	  	Compaq Deskpro EN (P3 866) Desktop	  	6125FR4ZB271	  	1	  	$	1,500
	 trudy’s old laptop
	  	Compaq Evo N800c (P4 2000) Laptop	  	9X2AKQFZJ08F	  	1	  	$	2,000
	 Copier (36 monthly payments of $287 starting December 2003)
	  	Imagistics DL37	  	2100049	  	1	  	$	9,000
	 Task Chairs
	  	Gray Office Master Chairs	  		  	8	  	$	200
	 File cabinets
	  	Hon 4 drawer letter size vertical	  		  	11	  	$	100
	 Microscope
	  	B&L Microscope - Stereo Zoom 6	  	Broncus Cal. C0269	  	1	  	$	1,500
	 RF Generators
	  	RF Generators at Clinical sites	  		  	14	  	$	72,800
	 RF Generators
	  	RF Generator	  	100302-012	  	1	  	$	5,200
	 RF Generators
	  	RF Generator	  	033097-001	  	1	  	$	5,200
	 Camera Source
	  	Pentax Endovision 3000 MSV-00120-20	  		  	1	  		
	 Camera Head
	  	Pentax	  	07-333	  	1	  		
	 Camera (goes with head above)
	  	Pentax	  	6-0822	  	1	  		
	 Pentax light source (old)
	  	Pentax LH-150A	  	AA00400	  	1	  		
	 LCD Projector
	  	Hitachi XGA / CP-X328T	  	RT31001393	  	1	  	$	2,000
	 Polycom
	  		  	12775478	  	1	  	$	500
	 Polycom
	  	Lucent	  	12259137	  	1	  	$	300
	 Fire Proof File Cabinet
	  	Schwab 1000	  		  	1	  	$	1,200
	 Supply cabinet (small)
	  		  		  	1	  	$	200
	 Printer
	  	HP laser jet 4200dtn	  		  	1	  	$	2,100
	 Printer
	  	HP inkjet 1100	  		  	1	  	$	325
	 Postage meter (22 quarterly payments of $112 start 12/03)
	  	Pitney Bowes Model E700	  		  	1	  	$	2,400
	 Postage scale
	  	Pitney Bowes Model N50R	  		  	1	  		
	 Conference Room tables
	  	AVA 8' x 4'	  		  	3	  	$	2,000
	 Servers
	  	 Purchased from Baypoint Tech
 nology
11/03
	  		  	2	  	$	18,000

  


	****	Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment
sent to the Securities and Exchange Commission. 










										
	 Item
	  	 Model Number
	  	 Serial Number
	  	 QTY
	  	Price
	 KVM Switch
	  		  		  	1	  	$	250
	 UPS Power Supplies
	  		  		  	2	  	$	1,050
	 Cisco Router
	  		  		  	1	  	$	1,300
	 Watchguard firewall
	  		  		  	1	  	$	1,050
	 Cisco Switch
	  		  		  	1	  	$	575
	 Phone System – Aspire
	  	includes 19 phones, vm, main unit, door box, labor	  		  	1	  	$	15,900
	 Alarm Desktop computer
	  	Dell M200S	  		  	1	  	$	500
	 Refrigerator
	  	Kenmore	  		  	1	  	$	600
	 microwave
	  		  		  	1	  	$	90
	 Toaster Oven
	  		  		  	1	  		
	 Kitchen tables
	  	Ikea	  		  	4	  		
	 kitchen chairs
	  	Ikea	  		  	20	  		
	 Conference room chairs
	  	Ikea	  		  	12	  		

  


	****	Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment
sent to the Securities and Exchange Commission. 









 Schedule 1.1(c) 
 Assigned Contracts 
  

									
	 Other Party to Contract
	  	 Legal Title of Contract
	  	 Description of Contract
	  	 Effective
Date
	  	 Expiration
Date

	 AT Cook Properties Trust1
	  	Standard Industrial/Commercial Single-Tenant Lease	  	Building Lease	  		  	
	 ****
	  	Subcontract Agreement between Johns Hopkins University and Broncus Technologies, Inc.	  	Grant work	  	9/30/2001	  	8/31/2006
	 ****
	  	Authorization to Proceed with: Broncus (Protocol Number: 0602-20)	  	Regulatory/Clinical	  	6/9/2003	  	
	 ****
	  	Authorization to Proceed with: Alair System for the Bronchial Thermoplasty Treatment of Asthmat	  	CRA training, etc.	  	6/1/2003	  	
	 ****
	  	Confidential Disclosure Agreement	  	clinical	  	6/5/2003	  	
	 ****
	  	Contract Services Agreement	  	technical writing	  	8/21/2003	  	8/31/2004
	 ****
	  	Clinical Work and Services Agreement	  	Denmark monitors	  	10/17/2003	  	
	 ****
	  	License Agreement	  	license agreement	  	10/15/1998	  	
					
	 Independent Consultant Agreements
	  		  		  		  	
	 ****
	  	Independent Consultant Agreement	  	reviews radiological sections	  	9/22/1998	  	1/1/2001
	 ****
	  	Independent Consultant Agreement	  	R&D	  	12/1/2003	  	1/15/2004
	 ****
	  	Independent Consultant Agreement	  	DSMB (ex member)	  	10/23/2001	  	10/23/2002
	 ****
	  	Independent Consultant Agreement	  	R&D (works at JHU)	  	10/22/1999	  	10/31/2000
	 ****
	  	Independent Consultant Agreement	  	Clinical	  	4/5/1999	  	1/1/2002
	 ****
	  	Independent Consultant Agreement	  	DSMB	  	9/18/2002	  	9/18/2003
	 ****
	  	Independent Consultant Agreement	  	Non/Standard Cons. Agree.	  	11/14/1998	  	
	 ****
	  	Independent Consultant Agreement	  	Clinical trial help/A. Griffiths	  	6/6/2001	  	
	 ****
	  	Independent Consultant Agreement	  	Dr. at Clinical site	  	7/16/2003	  	12/31/2008
	 ****
	  	Independent Consultant Agreement	  	regulatory & clinical	  	4/12/2001	  	12/31/2002
	 ****
	  	Independent Consultant Agreement	  	Clinical / Beth Israel Deaconess Medical Center	  	12/21/2001	  	12/31/2006
	 ****
	  	Independent Consultant Agreement	  	Regulatory consulting	  	8/1/2003	  	8/1/2008
	 ****
	  	Independent Consultant Agreement	  	Clinical & Regulatory	  	9/29/1997	  	1/1/2000
	 ****
	  	Independent Consultant Agreement	  	Clinical & Regulatory, Advisor, protocol Design Issues	  	7/9/2002	  	12/31/2007



	 1
	 Asthmatx and Broncus agree (i) that Broncus’ lease with AT Cook
Properties Trust shall not be assigned to Asthmatx unless and until any consent of AT Cook Properties Trust necessary for such assignment has been obtained, and (ii) if any such consent is necessary and cannot be obtained, that Broncus shall
attempt to sublet the premises covered by such lease to Asthmatx. 


  


	****	Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment
sent to the Securities and Exchange Commission. 










									
	 Other Party to Contract
	  	 Legal Title of Contract
	  	 Description of Contract
	  	 Effective
Date
	  	 Expiration
Date

	 ****
	  	Independent Consultant Agreement	  	Biostatistics consult.	  	2/1/2002	  	2/1/2005
	 ****
	  	Independent Consultant Agreement	  	supports clinical sites	  	10/9/2001	  	12/31/2002
	 ****
	  	Independent Consultant Agreement	  	Clinical & Regulatory	  	6/24/2002	  	12/31/2007
	 ****
	  	Independent Consultant Agreement	  	Clinical & Regulatory	  	1/10/2003	  	3/31/2004
	 ****
	  	Independent Consultant Agreement	  	R&D (Dr. at JHU)	  	10/22/1999	  	10/31/2000
	 ****
	  	Independent Consultant Agreement	  	Designer for letterhead, etc	  	2/8/2002	  	
	 ****
	  	Independent Consultant Agreement	  	R&D, Clinical & Regul.	  	11/3/1999	  	12/31/2004
	 ****
	  	Independent Consultant Agreement	  	Research	  	2/26/2002	  	12/31/2002
	 ****
	  	Independent Consultant Agreement	  	R&D design & fabrication	  	12/10/1997	  	
	 ****
	  	Independent Consultant Agreement	  	Regulatory	  	10/13/2000	  	10/13/2001
	 ****
	  	Independent Consultant Agreement	  	Clinical help	  	12/13/2001	  	12/31/2004
	 ****
	  	Independent Consultant Agreement	  	DSMB	  	8/15/2003	  	8/15/2005
	 ****
	  	Independent Consultant Agreement	  	Regulatory	  	10/11/2001	  	
	 ****
	  	Independent Consultant Agreement	  	DSMB	  	8/20/2003	  	8/20/2005
	 ****
	  	Independent Consultant Agreement	  	QOL surveys for Clinical	  	8/7/2002	  	8/7/2005
					
	 Nondisclosure Agreements
	  		  		  		  	
	 ****
	  	Nondisclosure Agreement	  	Non Disclosure	  	6/19/2000	  	6/19/2005
	 ****
	  	Nondisclosure Agreement	  	Non Disclosure	  	3/21/2001	  	3/21/2006
	 ****
	  	Nondisclosure Agreement	  	Non Disclosure	  	1/27/2003	  	1/27/2008
	 ****
	  	Nondisclosure Agreement	  	NonDisclosure	  	9/15/2003	  	9/15/2008
	 ****
	  	Nondisclosure Agreement	  	NonDisclosure	  	4/10/2003	  	4/10/2008
	 ****
	  	Nondisclosure Agreement	  	NonDisclosure	  	2/17/2000	  	2/17/2005
	 ****
	  	Nondisclosure Agreement	  	Marketing Vendor-nondisc.	  	8/6/2001	  	8/6/2006
	 ****
	  	Nondisclosure Agreement	  	NonDisclosure	  	4/17/1998	  	4/17/2000
	 ****
	  	Nondisclosure Agreement	  	NonDisclosure	  	10/13/2000	  	10/13/2005
	 ****
	  	Nondisclosure Agreement	  	NonDisclosure	  	5/8/1998	  	5/8/2000
	 ****
	  	Nondisclosure Agreement	  	Quality Assurance, Keith Rohrbach	  	7/6/01	  	7/6/06
	 ****
	  	Mutual Nondisclosure Agreement	  	Vendor for Clinical kits, Andrew Gall	  	8/8/2002	  	
	 ****
	  	Nondisclosure Agreement	  	CFD Research	  	1/27/03	  	1/27/08
	 ****
	  	Nondisclosure Agreement	  	Cynthia Gail Royster	  	10/24/2003	  	10/24/2008
	 ****
	  	Nondisclosure Agreement	  	Potential investigator in Holland, Leiden Univ. Medical Center	  	3/13/2000	  	3/13/2005
	 ****
	  	Nondisclosure Agreement	  	Scott Summit	  	7/12/2002	  	7/12/2007
	 ****
	  	Nondisclosure Agreement	  	Tyler Baughman	  	11/18/2003	  	

  


	****	Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment
sent to the Securities and Exchange Commission. 










									
	 Other Party to Contract
	  	 Legal Title of Contract
	  	 Description of Contract
	  	 Effective
 Date
	  	 Expiration
 Date

	 Clinical Trial Contracts
	  		  		  		  	
	 ****
	  	Clinical Trial Agreement	  	Protocol 0602-20	  	5/9/2003	  	
	 ****
	  	Clinical Trial Agreement	  	Protocol 0602-20	  	8/8/2003	  	
	 ****
	  	Clinical Trial Agreement	  	Protocol 0602-20	  	8/12/2003	  	
	 ****
	  	Clinical Trial Agreement	  	Portocol 0602-20	  	9/17/2002	  	
	 ****
	  	Clinical Trial Agreement	  		  	1/22/2003	  	
	 ****
	  	Clinical Trial Agreement	  	Protocol 0602-20	  	8/14/2002	  	
	 ****
	  	Clinical Trial Agreement	  	Protocol 0602-20	  	2/5/2003	  	
	 ****
	  	Clinical Trial Agreement	  	Protocol 0602-20	  	11/21/2002	  	
	 ****
	  	Clinical Trial Agreement	  	Protocol 0602-20	  	12/1/2002	  	
	 ****
	  	Clinical Trial Agreement	  	Protocol 0602-20	  	8/22/2002	  	
	 ****
	  	Clinical Trial Agreement	  	Protocol 0602-20	  	12/20/2002	  	
	 ****
	  	Clinical Trial Agreement	  	Protocol 1100-08	  	1/15/2001	  	

  


	****	Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment
sent to the Securities and Exchange Commission. 









 Schedule 1.1(d) 
 Assigned Patents Rights 
 ACTIVE APPLICATIONS 
  

											
	Docket Number	  	 Country
	  	Application
Number	  	Application
Date	  	Patent Number	  	 Title

	43571-20001.00	  	United States	  	08/833,550	  	4/7/1997	  	6,273,907 B1	  	BRONCHIAL STENTER\n
	43571-20001.01	  	United States	  	10/232,909	  	8/30/2002	  		  	METHOD OF INCREASING GAS EXCHANGE OF A LUNG\n
	43571-20001.10	  	United States	  	09/176,899	  	10/22/1998	  	6,299,633 B1	  	BRONCHIAL STENTER\n
	43571-20001.11	  	United States	  	09/280,672	  	3/29/1999	  	6,283,989 B1	  	METHOD OF TREATING A BRONCHIAL TUBE WITH A BRONCHIAL\nSTENTER HAVING DIAMETRICALLY ADJUSTABLE ELECTR
	****	  	****	  	****	  	****	  		  	****
	43571-20001.20	  	United States	  	08/994,064	  	12/19/1997	  	6,083,255	  	BRONCHIAL STENTER\n
	43571-20001.21	  	United States	  	09/003,750	  	1/7/1998	  	5,972,026	  	BRONCHIAL STENTER HAVING DIAMETRICALLY ADJUSTABLE ELECTRODES\n
	43571-20001.22	  	United States	  	09/224,937	  	12/31/1998	  	6,200,333 B1	  	BRONCHIAL STENTER\n
	43571-20001.23	  	United States	  	09/260,401	  	3/1/1999	  	6,283,988 B1	  	BRONCHIAL STENTER HAVING EXPANDABLE ELECTRODES\n
	****	  	****	  	****	  	****	  		  	****
	43571-20001.25	  	United States	  	09/349,715	  	7/8/1999	  	6,488,673 B1	  	METHOD OF INCREASING GAS EXCHANGE OF A LUNG\n
	43571-20001.45	  	Australia	  	33903/00	  	3/1/2000	  		  	BRONCHIAL STENTER HAVING EXPANDABLE ELECTRODES\n
	43571-20001.46	  	Canada	  	2362782	  	3/1/2000	  		  	BRONCHIAL STENTER HAVING EXPANDABLE ELECTRODES\n
	43571-20001.47	  	European Patent Convention	  	9121211	  	3/1/2000	  	1164958	  	BRONCHIAL STENTER HAVING EXPANDABLE ELECTRODES\n
	43571-20001.48	  	Japan	  	2000601983	  	3/1/2000	  		  	BRONCHIAL STENTER HAVING EXPANDABLE ELECTRODES\n
	43571-20009.00	  	United States	  	09/095,323	  	6/10/1998	  		  	METHOD AND MEANS FOR TREATMENT OF PULMONARY MUSCLES\n
	43571-20009.01	  	United States	  	10/414,253	  	4/14/2003	  		  	MODIFICATION OF AIRWAYS BY APPLICATION OF ENERGY
	43571-20009.02	  	United States	  	10/414,411	  	4/14/2003	  		  	CONTROL SYSTEM AND PROCESS FOR APPLICATION OF ENERGY TO AIRWAY WALLS AND OTHER MEDIUMS
	43571-20009.20	  	United States	  	09/296,040	  	4/21/1999	  	6,411,852	  	MODIFICATION OF AIRWAYS BY APPLICATION OF ENERGY\n
	43571-20009.21	  	United States	  	09/436,455	  	11/8/1999	  		  	DEVICES FOR MODIFICATION OF AIRWAYS BY TRANSFER OF ENERGY\n
	43571-20009.22	  	United States	  	09/535,856	  	3/27/2000	  	6,634,363	  	METHODS OF TREATING LUNGS HAVING REVERSIBLE OBSTRUCTIVE PULMONARY DISEASE
	43571-20009.23	  	United States	  	09/999,851	  	10/25/2001	  		  	METHOD FOR TREATING AN ASTHMA ATTACK\n
	43571-20009.44	  	Japan	  	2000553172	  	6/9/1999	  		  	SMOOTH MUSCLE TREATMENT APPARATUS AND TREATMENT\n
	43571-20009.47	  	Australia	  	4800700	  	4/21/2000	  		  	MODIFICATION OF AIRWAYS BY APPLICATION OF ENERGY\n

  


	****	Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment
sent to the Securities and Exchange Commission. 










											
	Docket Number	  	 Country
	  	Application
Number	  	Application
Date	  	Patent
Number	  	 Title

	43571-20009.48	  	Canada	  	2370223	  	4/21/2000	  		  	MODIFICATION OF AIRWAYS BY APPLICATION OF ENERGY\n
	43571-20009.49	  	Japan	  	2000611838	  	4/21/2000	  		  	MODIFICATION OF AIRWAYS BY APPLICATION OF ENERGY\n
	43571-20009.50	  	European Patent Convention	  	9301318	  	4/21/2000	  		  	MODIFICATION OF AIRWAYS BY APPLICATION OF ENERGY\n
	****	  	****	  	****	  	****	  		  	****
	43571-20009.52	  	Canada	  	2,400,276	  	9/19/2002	  		  	METHOD FOR TREATING AN ASTHMA ATTACK\n
	****	  	****	  	****	  	****	  		  	****
	43571-20009.54	  	Canada	  	2,426,167	  	10/17/2001	  		  	CONTROL SYSTEM AND PROCESS FOR APPLICATION OF ENERGY TO AIRWAY WALLS AND OTHER\nMEDIUMS\n
	43571-20009.55	  	Japan	  	2002-
535572	  	10/17/2001	  		  	CONTROL SYSTEM AND PROCESS FOR APPLICATION OF ENERGY TO AIRWAY WALLS AND OTHER\nMEDIUMS\n
	43571-20009.56	  	European Patent Convention	  	1979858.6	  	10/17/2001	  		  	CONTROL SYSTEM AND PROCESS FOR APPLICATION OF ENERGY TO AIRWAY WALLS AND OTHER\nMEDIUMS\n
	****	  	****	  	****	  	****	  		  	****
	43571-20009.58	  	Canada	  	2,426,144	  	10/17/2000	  		  	METHOD AND MEANS FOR TREATMENT OF PULMONARY MUSCLES\n
	43571-20009.59	  	European Patent Convention	  	973613.3	  	10/17/2000	  		  	METHOD AND MEANS FOR TREATMENT OF PULMONARY MUSCLES\n
	43571-20009.60	  	Hong Kong	  	3105480.3	  	7/3/2003	  		  	CONTROL SYSTEM AND PROCESS FOR APPLICATION OF ENERGY TO AIRWAY WALLS AND OTHER\nMEDIUMS\n
	A-004-001	  	United States	  	10/640,967	  	8/13/2003	  		  	METHODS OF TREATING ASTHMA

 INACTIVE APPLICATIONS 
  

											
	Docket Number	  	 Country
	  	 Application
 Number
	  	Application
Date	  	Patent
Number	  	 Title

	43571-20001.40	  	Patent Cooperation Treaty	  	PCT/US98/03759	  	2/27/1998	  		  	BRONCHIAL STENTER TO PREVENT AIRWAY COLLAPSE\n
	43571-20001.41	  	Patent Cooperation Treaty	  	PCT/US99/00232	  	1/7/1999	  		  	BRONCHIAL STENTER TO PREVENT AIRWAY COLLAPSE\n
	43571-20001.42	  	Patent Cooperation Treaty	  	PCT/US98/26227	  	12/21/1998	  		  	BRONCHIAL STENTER TO PREVENT AIRWAY COLLAPSE\n
	43571-20001.43	  	Patent Cooperation Treaty	  	PCT/US00/05412	  	3/1/2000	  		  	BRONCHIAL STENTER HAVING EXPANDABLE ELECTRODES\n
	43571-20001.44	  	Patent Cooperation Treaty	  	PCT/US00/18197	  	6/30/2000	  		  	METHOD OF INCREASING GAS EXCHANGE OF A LUNG\n
	43571-20009.40	  	Patent Cooperation Treaty	  	PCT/US99/12986	  	6/9/1999	  		  	METHOD AND APPARATUS FOR TREATING SMOOTH MUSCLES IN THE WALLS OF BODY CONDUITS\n
	43571-20009.41	  	Patent Cooperation Treaty	  	PCT/US00/10847	  	4/21/2000	  		  	MODIFICATION OF AIRWAYS BY APPLICATION OF ENERGY\n
	43571-20009.42	  	Patent Cooperation Treaty	  	PCT/US00/28745	  	10/17/2000	  		  	METHOD AND MEANS FOR TREATMENT OF PULMONARY MUSCLES\n
	43571-20009.43	  	Australia	  	PCT/US99/12986	  	6/9/1999	  		  	METHOD AND APPARATUS FOR TREATING SMOOTH MUSCLES IN THE WALLS OF BODY CONDUITS\n

  


	****	Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment
sent to the Securities and Exchange Commission. 










											
	Docket Number	  	 Country
	  	 Application
 Number
	  	Application
Date	  	Patent
Number	  	 Title

	43571-20009.45	  	European Patent Convention	  	PCT/US99/12986	  	6/9/1999	  		  	METHOD AND APPARATUS FOR TREATING SMOOTH MUSCLES IN THE WALLS OF BODY CONDUITS\n
	43571-20009.46	  	Patent Cooperation Treaty	  	PCT/US01/32321	  	10/17/2001	  		  	CONTROL SYSTEM AND PROCESS FOR APPLICATION OF ENERGY TO AIRWAY WALLS AND OTHER\nMEDIUMS\n

  


	****	Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment
sent to the Securities and Exchange Commission. 









 Schedule 1.1(e) 
 Assigned Trademark Rights 
  

													
	 Mark
	 	 Country
	 	 App.
 Number
	 	 App. Date
	 	 Reg. Number
	 	 Reg. Date
	 	 Status

	 ALAIR
	 	Canada	 	1,061,603	 	6/2/2000	 		 		 	Pending
	 ALAIR
	 	European Union	 	1,687,680	 	6/2/2000	 	1,687,680	 	7/18/2001	 	Registered
	 ALAIR
	 	United States	 	75/863,338	 	12/3/1999	 		 		 	Pending
	 ASTHMATX
	 	United States	 	78/309,332	 	10/3/03	 		 		 	Pending
	 The Asthmatx Logo
	 	United States	 	78/325,822	 	11/10/03	 		 		 	Pending

  


	****	Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment
sent to the Securities and Exchange Commission. 









 Schedule 1.2(c) 
 Exceptions to Term of Grant of Asthmatx Options to Broncus Optionees 
 Notwithstanding Section 1.2(c),
for any Broncus Optionee who is a member of the board of directors of Asthmatx, and Sanjay Bagade, Charles Lombard, John Miller and Andrew Newman (collectively, “Continuing Broncus Optionees”), (A) the
provisions of Section 1.2(c)(i) (regarding the number of Asthmatx Options to be granted) shall not apply, and instead such Continuing Broncus Optionee shall be granted, with respect to each of his Broncus Options, an Asthmatx Option to purchase
a number of shares of Asthmatx Common Stock equal to the total number of shares of Broncus Common Stock subject to his Broncus Option (computed before the effect of any modification or adjustment of such Broncus Option made in connection with the
Spin-off); and (B) each Asthmatx Option granted to such Continuing Broncus Optionee (1) shall be vested on the date it is granted to the same extent that the Broncus Option with respect to which it was granted was vested on such date, and
(2) shall vest and become exercisable on the same terms and vesting schedule as such Broncus Option, except that, for purposes of vesting, all applicable references to Broncus in the Broncus Option shall be references to Asthmatx in such
Asthmatx Option. 
  


	****	Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment
sent to the Securities and Exchange Commission. 









 Schedule 1.2(d) 
 Exceptions to Term of Grant of Asthmatx Options to Transferring Optionees 
 None. 
  


	****	Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment
sent to the Securities and Exchange Commission.