EXHIBIT 10.4 


FIRST AMENDMENT OF THE 

TRANSITION SERVICES AND SUPPLY AGREEMENT


          This
First Amendment of the Transition Services and Supply Agreement (the “First
Amendment”) is effective as of March 1, 2013 (the “First Amendment Date”), by
and among Medtronic, Inc., a Minnesota corporation (“Licensor”), and Urologix,
Inc., a Minnesota corporation (“Licensee”), and amends the Transition Services
and Supply Agreement dated as of September 6, 2011, by and among Licensor and
Licensee (as amended, the “TSSA”). Capitalized terms not defined in this First
Amendment have the meaning given to such terms in the Transition Services and
Supply Agreement. 


RECITALS


	
  

 	
  

 
	
 A.

 	
 On September 6, 2011,
 Licensor and Licensee entered into a series of transactions, including
 entering into the TSSA pursuant to which Licensor agreed, among other things,
 to be Licensee’s interim distributor of certain products and components
 relating to the Prostiva RF Therapy System and to assist Licensee with the
 orderly transition of the Prostiva Business. 

 
	

 	

 
	
 
B.

 	
 
The Parties desire to
 amend the TSSA as set forth below effective on the First Amendment Date. 

 


TERMS OF AGREEMENT


          In
consideration of the promises, covenants and other valuable consideration, the
sufficiency of which is hereby acknowledged, Licensor and Licensee agree as
follows: 


          1.
Software Support Services. Notwithstanding anything to the contrary
contained in the TSSA, Licensor agrees to dedicate one-half of a Licensor
full-time employee’s time from the First Amendment Date through and including
April 30, 2013, to provide certain additional Transition Services for purposes
of supporting the Prostiva Business software development platform transition to
Licensee (the “Software Support Services”). The Parties agree that the initial
eighty (80) hours of such Software Support Services shall be provided at no
cost to Licensee, and thereafter, such support shall be provided at the fee per
hour set forth in Section 2.2(b) of the TSSA. From May 1, 2013 through and
including July 31, 2013, at the request of Licensee, Licensor agrees to
continue to dedicate one-half of a Licensor full-time employee’s time for
provision of the Software Support Services at the fee per hour set forth in
Section 2.2(b) of the TSSA. The Parties acknowledge and agree that the Software
Support Services shall be deemed to be Transition Services within the meaning
of the TSSA for all purposes. The Software Support Services shall be provided
on an “as is” basis, and Licensor makes no representation or warranty with
respect to such services, including without limitation any representation or
warranty as to fitness for a particular purpose or merchantability. 


          2.
Counterparts. This First Amendment may be executed in counterparts, any
of which may be executed and delivered via facsimile or other electronic
delivery, each of which






shall be deemed an original, and all of which, taken
together, shall constitute one and the same instrument. 


          3.
TSSA. Except to the extent provided above, the remaining terms and
conditions of the TSSA remain in full force and effect. 


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2






          The
duly authorized representatives of the parties have signed this First Amendment
effective as of the First Amendment Date. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MEDTRONIC, INC.

 	
  

 	
 UROLOGIX, INC.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
   /s/ Thomas M. Tefft

 	
  

 	
 By:

 	
   /s/ Greg Fluet

 
	
 Name:

 	
  Thomas M. Tefft

 	
  

 	
 Name:

 	
  Greg Fluet

 
	
 Title:

 	
  Senior Vice President & President,

 	
  

 	
 Title:

 	
  Chief Executive Officer

 
	
  

 	
  

 	
  Neuromodulation

 	
  

 	
  

 	
  

 	
  

 



[Signature page to First Amendment of the 
 Transition Services and Supply Agreement.]