EXHIBIT 10.5 


CERTAIN INFORMATION
INDICATED BY [ * * * ] HAS BEEN DELETED FROM THIS EXHIBIT AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER RULE 24b-2. 


FIRST AMENDMENT OF THE LICENSE AGREEMENT


          This
First Amendment of the License Agreement (the “First Amendment”) is dated as of
June 28, 2013 (the “First Amendment Date”), by and among Medtronic, Inc., a
Minnesota corporation (“Medtronic”), Medtronic VidaMed, Inc., a Delaware corporation
and wholly-owned subsidiary of Medtronic (“VidaMed”), and Urologix, Inc., a
Minnesota corporation (“Urologix”), and amends the License Agreement dated as
of September 6, 2011, by and among Medtronic, VidaMed and Urologix (as amended,
the “License Agreement”). Capitalized terms not defined in this First Amendment
have the meaning given to such terms in the License Agreement. 


RECITALS


	
  

 	
  

 
	
 A.

 	
 On September
 6, 2011, Medtronic, VidaMed and Urologix entered into a series of
 transactions, including granting to Urologix an exclusive license under
 Medtronic’s and VidaMed’s intellectual property relating to the Prostiva RF
 Therapy System pursuant to the License Agreement.

 
	
  

 	
  

 
	
 B.

 	
 The Parties
 now desire to amend the License Agreement as set forth below. 

 


TERMS OF AGREEMENT


          In
consideration of the promises, covenants and other valuable consideration, the
sufficiency of which is hereby acknowledged, Medtronic, VidaMed and Urologix
agree as follows: 


1. Earned
Royalties. The first sentence contained in Section 3.2 of the License
Agreement shall be amended and restated as follows: 


	
  

 	
  

 
	
  

 	
           “Except
 as provided in Section 3.3.2 or Section 3.8, Urologix shall pay Medtronic
 earned royalties (“Earned Royalties”) equal to [* * *] percent ([* *
 *]%) of Net Sales during the first Contract Year, and [* * *] percent ([* *
 *]%) of Net Sales during each Contract Year of the Term thereafter.” 

 



2. Minimum
Royalties. The first sentence contained in Section 3.3.1 of the License
Agreement shall be amended to replace the reference to “commencing in the third
Contract Year” contained therein with a reference to “commencing in the second
Contract Year.” 


3. 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 


4. License
Agreement. Except to the extent provided above, the remaining terms and
conditions of the License Agreement remain in full force and effect. 


 [The remainder of this page is intentionally
left blank.]






          The
duly authorized representatives of the parties have signed this First Amendment
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

 	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MEDTRONIC
 VIDAMED, INC.

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
   /s/ Thomas
 M. Tefft

 	
  

 	
  

 
	
 Name:

 	
 Thomas M.
 Tefft

 	
  

 	
  

 
	
 Title:

 	
 President

 	
  

 	
  

 



[Signature page to First Amendment of the License Agreement.]