EXHIBIT 10.1 


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. 


LICENSE AGREEMENT


          THIS
LICENSE AGREEMENT (this “Agreement”) is entered into this 6th day of
September, 2011 (the “Effective 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”). Medtronic, VidaMed
and Urologix may each be referred to in this Agreement individually as a “Party”
and collectively as the “Parties.” 


          WHEREAS,
Medtronic, together with VidaMed, owns certain Patents, Trademarks and Other
Intellectual Property, as well as Licensed-In Intellectual Property Rights and
Other Medtronic Business Intellectual Property (all as defined below) in
connection with the operation of the business of manufacturing, marketing and
distribution of Medtronic’s minimally-invasive radio-frequency treatment for
symptomatic benign prostatic hyperplasia (“BPH”) (the “Prostiva® RF Therapy System”); and 


          WHEREAS,
Medtronic, on behalf of itself and its Affiliates, desires to grant to Urologix
a worldwide license under the Patents, Trademarks, Other Intellectual Property
and Other Medtronic Business Intellectual Property for Urologix to manufacture,
market and distribute the Prostiva products in the Field of Use (as defined
below), and Urologix desires such license; and 


          WHEREAS,
Medtronic, on behalf of itself and its Affiliates, also desires to grant to
Urologix a worldwide sublicense of its rights in the Licensed-In Intellectual
Property Rights to manufacture, market and distribute the Prostiva products in
the Field of Use, and Urologix desires such sublicense, on terms set forth in
the sublicense agreements that the parties are simultaneously entering into as
of the Effective Date (each a “Sublicense” and collectively the “Sublicenses”);
and 


          WHEREAS,
to facilitate the transition of the Prostiva Business to Urologix and the
potential acquisition of VidaMed by Urologix, the parties are simultaneously
entering into a Transition Services and Supply Agreement, an Asset Purchase
Agreement and an Acquisition Option Agreement all of even date herewith. 


NOW,
THEREFORE, in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows: 


Section 1

Definitions


          Unless
otherwise specifically provided herein, the following terms, when used with a
capital letter at the beginning, will have the following meanings: 





          1.1          “Acquisition
Option Agreement” has the meaning assigned in Section 4.1. 


          1.2          “Affiliate”
means any business entity that directly or indirectly controls, is controlled
by, or is under common control with a Party. For the purpose of this
definition, “control” shall mean (i) ownership of at least 50% of the voting
power of the business entity, (ii) the possession of the power to direct the
management, business decisions and policies of such entity through the
ownership of securities, but in no event shall the foregoing be true where a
Party owns 20% or less of the voting power of a business entity, or (iii) the
possession of the power to direct the management, business decisions and
policies of such entity by contract or written agreement. 


          1.3          “Asset
Purchase Agreement” has the meaning assigned in Section 4.3. 


          1.4          “Confidential
Information” shall mean all trade secrets or confidential or proprietary
information, of or in the possession of a Party (including all Affiliates),
whether disclosed to another Party in writing, orally, or electronically.
Confidential Information may include, but is not limited to, any and all
accounting and financial information, know-how, proprietary information
regarding patents, products, services, patients (to the extent permitted by
law), collections, pricing strategies, methods (including business methods),
production volumes, sales, costs, suppliers, internal operating procedures,
cost estimations, processes, marketing, inventions, whether disclosed orally or
in the form of documents, drawings, schematics, layouts, samples, software,
prototypes, or information stored in electronic medium or other forms. “Confidential
Information” does not include information that: (i) is now in the public
domain or subsequently enters the public domain by publication or otherwise
through no action or fault of the recipient party; (ii) is known to the
recipient party prior to receipt thereof under this Agreement from its own
independent sources as evidenced by the recipient party’s records, (iii) is
received by the recipient party from a third party without breach of a duty to
the disclosing party and without any obligation of confidentiality; (iv) is
independently developed by the recipient party without use of, or resort to,
Confidential Information of the disclosing party; or (v) is required to be
disclosed pursuant to law. 


          1.5          “Contract
Year” means, (a) in the case of the first Contract Year, the period
commencing on the Effective Date and ending twelve months thereafter, and (b)
in the case of each subsequent Contract Year, the period of 12 months
commencing on the day following the end of the immediately preceding Contract
Year during the Term. 


          1.6          “Control”
or “Controlled by” means, in the context of a covenant regarding,
license to or ownership of intellectual property, the ability on the part of a
Party to grant a covenant regarding, access to, or a license of such
intellectual property as provided for herein without violating the terms of any
agreement or other arrangement with any third party existing at the time such
Party would be required hereunder to grant such covenant, access or license. 


          1.7          “Covenant
Field” means the use solely in RF (radio frequency) treatment of BPH. 


          1.8          “Current
Product” or “Current Products” means the therapy delivery system or
the components thereof, including the generator, footswitch, and the disposable
and telescope, as described on Exhibit E and commercialized by Medtronic
under the Prostiva® trademark as of 


-2-





the Effective
Date or the date of the Regulatory Transfer to Urologix, together with any
Improvements that do not result in a change to the system’s (or a component of
the system’s) intended use, indication, control mechanism, operating principle,
or energy type. For clarity, Current Product and Current Products do not
include New Indication Products, RF Improved Products, or Wet Electrode
Products. 


          1.9          “Earned
Royalties” has the meaning set forth in Section 3.2. 


          1.10          “FDA”
means the Food and Drug Administration of the United States Department of
Health and Human Services, or any successor agency thereto. 


          1.11          “Field
of Use” means RF (radio frequency) treatment of the prostate, including,
without limitation, the treatment of BPH. 


          1.12          “Improvements”
means any upgrade, update, improvement, enhancement, or modification of a
Product. 


          1.13          “In-Office”
means any facility at which the required procedure is performed and for which
an overnight hospital stay would normally not be required, including, without
limitation, a physician’s office, an ambulatory surgical center (ASC),
outpatient or same day surgery center or mobile treatment facility. 


          1.14          “License
Fee” has the meaning set forth in Section 3.1. 


          1.15
          “Licensed-In
Agreements” means the license agreements listed on Exhibit D. 


          1.16          “Licensed-In
Intellectual Property Rights” means the intellectual property rights
licensed to Medtronic or its Affiliates as of the Effective Date under the
license agreements listed on Exhibit D and sublicensed to Urologix under the
Sublicenses. 


          1.17          “Medtronic
Covenant Patents” means the patents and patent applications Controlled by
Medtronic as of the Effective Date, and those Controlled as of the Effective
Date by Medtronic’s Affiliates (solely as defined in Section 1.2(i)) who were
Affiliates as of June 30, 2011, and any patents that issue anywhere in the
world from such patent applications, and any and all divisional, continuation,
continuation-in-part (solely to the extent the claims are supported without
reliance on new matter), reissue, re-examination and extension applications of
any of the foregoing and any patents issuing thereon, but excluding Patents. 


          1.18          “Medtronic
Bovie Generator Intellectual Property” means the intellectual property
(other than any patents) Owned and Controlled by Medtronic that was developed
by Bovie Medical Corporation (“Bovie”) pursuant to that certain
Development and Supply Agreement between Medtronic and Bovie having an effective
date of September 15, 2003, as amended (“Bovie Agreement”), relating to
the Generator or Generators (as those terms are defined in the Bovie
Agreement), except software and firmware, including the source code of the FPGA
employed in manufacturing the Generator or components thereof, described in
Section II.5.D(2) of the Bovie Agreement (such software and firmware
hereinafter “Bovie SW/FW Manufacturing 


-3-





IP”). For clarity, Medtronic Bovie Generator
Intellectual Property includes the Medtronic Prostiva Generator Intellectual
Property. 


          1.19          “Medtronic
Prostiva Generator Intellectual Property” means the Medtronic Bovie
Generator Intellectual Property as used in the manufacture, use, and sale of
the Prostiva Generator. 


          1.20          “Net
Sales” means the total gross revenues earned or accrued by Urologix
(determined in accordance with United States generally accepted accounting
principles (“GAAP”) consistently applied) from the sale of Products in
the applicable country by Urologix or any of its Affiliates or any of their
respective sublicensees (other than distributors) to a third party, including
without limitation, to distributors, less only the sum of the following (as
applicable): (a) all trade and quantity discounts, product returns, credits
issued for any recalled product or product subject to field action, and rebates
allowed and taken by customers; (b) excise, sales, use, tariffs, duties, import
and export fees, and equivalent taxes directly imposed and with reference to
particular sales; (c) shipping, freight, transportation, storage and insurance
charges, and (d) to the extent the Products included in Net Sales, only during
the two years following the Effective Date, consist of generators or telescopes
that were invoiced to end users or unrelated third parties at Urologix cost or
below Urologix cost, the cost to Urologix of such items. “Net Sales”
excludes any Products shipped by Urologix in replacement or exchange for
Products sold by Medtronic prior to the Effective Date. In the event that a
Product is sold in combination as a single product with another product or
component, Net Sales from such sales for purposes of calculating the Earned
Royalty amounts due under Section 3.2 below shall calculated by multiplying the
Net Sales of that combination by the fraction A/(A + B), where A is the gross
selling price of the Product sold separately and B is the gross selling price
of the other product or component. 


          1.21          “New
Indication Products” means Current Products that receive regulatory
approval for a new indication in the Field of Use, and any Improvements to such
New Indication Products. 


          1.22          “Other
Intellectual Property” means the intellectual property Owned and Controlled
by Medtronic or VidaMed as of the Effective Date, other than any patents, as
set forth on Exhibit C. 


          1.23          “Other
Medtronic Business Intellectual Property” means the intellectual property
Owned and Controlled by Medtronic or its Affiliates as of the Effective Date,
other than any patents, as set forth on Exhibit G. 


          1.24          “Owned
and Controlled” means, with respect to an intellectual property right, that
a party owns a particular right and has the current right to grant a covenant regarding,
access to, or a license to such intellectual property right as provided for
herein without violating the terms of any agreement or other arrangement with
any third party existing at the time such Party would be required hereunder to
grant such covenant, access or license. 


          1.25          “Patents”
means the rights in (a) the patents set forth on Exhibit A, (b) the
patent applications set forth on Exhibit A and all patents that issue
anywhere in the world from those 


-4-





patent
applications, and (c) any and all division, continuation, reissue,
re-examination, and extension applications of any of (a) and (b) above and any
patents issuing thereon. 


          1.26          “Person”
or “person” includes any individual, partnership, joint venture,
corporation, trust, unincorporated organization or government or any department
or agency thereof. 


          1.27          “Products”
means the Current Products, New Indication Products, RF Improved Products, and
Wet Electrode Products. 


          1.28          “Prostiva®
Business” means the operation of the business of manufacturing, marketing
and distribution of the Prostiva® RF Therapy System by Medtronic and VidaMed as
of the Effective Date. 


          1.29          “Prostiva
Generator” means the generator, identified as the Model 8930 Radio
Frequency Generator, supplied to Medtronic by Bovie, as of the Effective Date. 


          1.30          “Regulatory
Approval” means any and all approvals, licenses, regulations or
authorizations by an applicable government regulatory authority involved in
granting approvals for the development, manufacturing, commercialization,
reimbursement or pricing of a Product, including without limitation, the FDA,
that are necessary for the commercial sale of a Product in a country in the
Territory. 


          1.31          “Related
Agreements” means the Acquisition Option Agreement, the Asset Purchase
Agreement, Sublicenses and the Transition Services Agreement and Supply
Agreement, together with the exhibits, schedules, and appendices to each such
agreement. 


          1.32          “RF
Improved Products” means Current Products that are Improved for use in the
Covenant Field in a way that results in a change to the Current Product’s
intended use, indication, control mechanism, operating principle, or energy
type. 


          1.33          “Transition
Services and Supply Agreement” or “TSSA” has the meaning set forth
in Section 4.2. 


          1.34          “Term”
has the meaning set forth in Section 6.1. 


          1.35          “Territory”
means worldwide. 


          1.36          “Trademarks”
means the trademark rights in the registered trademarks and pending trademark
applications owned by Medtronic or its Affiliates set forth on Exhibit B.



          1.37          “Wet
Electrode Products” means the therapy delivery system or the components
thereof, including the generator, footswitch, and the disposable and telescope,
as described on Exhibit E and commercialized by Medtronic under the
Prostiva® trademark
as of date of the Regulatory Transfer to Urologix that subsequently are
Improved to incorporate wet electrode technology for use in the Covenant Field,
as contemplated by Medtronic or VidaMed prior to the Effective Date and
described on Exhibit H (“Wet Electrode Platform Improvement”) 


-5-





          1.38          “ZoMed
License” means that Cross License Agreement between VidaMed and ZoMed
International, Inc. having an effective date of August 2, 1994, a copy of which
has been provided to Urologix. 


Section 2

Licenses


          2.1          License
Grants. 


                         2.1.1     (a)
Subject to the terms and conditions of this Agreement, Medtronic, on behalf of
itself and its Affiliates, hereby grants to Urologix for the Term a worldwide
license under Patents, Trademarks, and Other Intellectual Property to make,
have made, develop, use, import, export, distribute, market, promote, offer for
sale and sell Products solely in the Field of Use, to practice methods covered
by the Patents solely in the Field of Use, and to otherwise exploit the Patents
solely in the Field of Use. The license granted to Urologix in this Section
2.1.1(a) shall be exclusive except to the extent rights have been granted under
the Patents, Trademarks or Other Intellectual Property under the ZoMed License
or as noted on Exhibit A. 


                                     (b)
Subject to the terms and conditions of this Agreement, Medtronic, on behalf of
itself and its Affiliates, hereby grants to Urologix for the Term a
non-exclusive (except as to the Medtronic Prostiva Generator Intellectual
Property, which shall be exclusive) worldwide license under the Other Medtronic
Business Intellectual Property to make, have made, develop, use, import,
export, distribute, market, promote, offer for sale and sell the Products
solely in the Field of Use (provided that such license shall be perpetual
following Urologix’s exercise of its rights under the Acquisition Option
Agreement). 


                                     (c)
Subject to the terms and conditions of this Agreement, Medtronic on behalf of
itself and its Affiliates hereby grants to Urologix and its Affiliates an
exclusive right to use in the Field of Use the documents or other tangible
embodiments of the Other Intellectual Property, an exclusive right to use the
Assets in the Field of Use (as that term is defined in the Asset Purchase
Agreement), and an exclusive worldwide right to use in the Field of Use the
documents or other tangible embodiments of the Other Medtronic Business
Intellectual Property, in each case as to those documents or other tangible
embodiments that are delivered to Urologix pursuant to the TSSA during the Term
(provided that Urologix shall not use any Personal Data, as defined in Exhibit
C). 


                                     (d)
Contemporaneously with this Agreement, Medtronic grants to Urologix those
sublicense rights set forth in the Sublicense Agreements on the terms set forth
therein. 


                       2.1.2      Urologix
acknowledges the Patents, Trademarks, and Other Intellectual Property are
subject to the ZoMed License Agreement and other third party rights noted on
Exhibits A or C, respectively. Urologix further acknowledges that all of the
Licensed-In Intellectual Property is subject to the terms of the Licensed-In
Agreements. Notwithstanding anything else in this Agreement, Urologix agrees
that the rights granted to Urologix under this Agreement and the Sublicenses
are expressly subject to any limitations, conditions or restrictions 


-6-





imposed by the
Licensed-In Agreements, and furthermore, do not include any rights that are
licensed or reserved to any party under the terms of the Licensed-In Agreements
and are otherwise subject to those agreements to the extent such rights to
Urologix would be in contravention of those agreements. 


          2.2          Sublicensing
and Distribution. Subject to Section 2.1.2, Urologix shall have the right
to sublicense its rights under Section 2.1.1(a) to which Medtronic or its
Affiliates have the right to grant sublicenses as provided in the Licensed-In
Agreements, and to enter into distribution, OEM and other relations with third
parties with respect to Products in the Field of Use, provided that (i) such
sublicense or other agreement with a sublicensee or third party (“Other
Agreement”) shall obligate such sublicensee or third party to assume and
abide by all duties, obligations and restrictions provided under this
Agreement; and (ii) any such sublicense or third party relationship granted by
Urologix shall terminate automatically upon the termination of this Agreement,
other than a termination in connection with the Acquisition Closing under the
Acquisition Option Agreement in which case such sublicenses and third party
relationships will survive termination of this Agreement. 


          2.3          Restrictive
Covenants. 


          2.3.1          During
the Term, and if there is an Acquisition Closing described in the Acquisition
Option Agreement, then for a period ending two years after the Acquisition
Closing, Medtronic and its Affiliates, other than Salient Technologies and PEAK
Surgical (the “Excluded Affiliates”), shall not directly or indirectly
sell, market or manufacture for sale in the Territory any product, system or
treatment with labeling that covers transurethral treatment of BPH performed
In-Office (“Competing Products”). Notwithstanding the foregoing, (a)
should either Excluded Affiliates acquire any other Affiliate (“After Acquired
Affiliate”) the restrictions herein (as well as the exceptions in 2.3.2) shall
apply to such After Acquired Affiliate; and (b) should either Excluded
Affiliates acquire assets that another Person was using to derive revenues from
a Competing Product (“After Acquired Assets”), the restrictions herein (as well
as the exceptions in 2.3.2) shall apply to each Excluded Affiliate with respect
to the After Acquired Assets. 


          2.3.2          Notwithstanding
the foregoing, the restrictions in Section 2.3.1 shall not apply with respect
to the sale, marketing or manufacture of a Competing Product acquired by
Medtronic or any Affiliate, including with respect to an After Acquired
Affiliate of an Excluded Affiliate and each Excluded Affiliate acquiring After
Acquired Assets, as a result of the consummation of (a) the acquisition of an
entity by Medtronic, an Affiliate, or an Excluded Affiliate after the Effective
Date, if less than twenty (20%) of the annual revenues of such entity arose
from sales of Competing Products in the fiscal year immediately preceding the
acquisition of such entity; or (b) the acquisition of assets by Medtronic, an
Affiliate, or an Excluded Affiliate after the Effective Date, if less than
twenty (20%) of the annual revenues derived from such acquired assets arose
from sales of Competing Products in the fiscal year immediately preceding the
acquisition of such assets. For clarity, the exception set forth in this
Section 2.3.2 shall apply to a Competing Product whether or not it has been
commercially released, provided that it in development on the effective date of
the acquisition. 


-7-





          2.3.3     For
purposes of this Section 2.3.3, the term “Affiliates” shall have only the
definition set forth in Section 1.2(i) of this Agreement. 


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 In addition,
 Medtronic, on behalf of itself and each of its Affiliates who were Affiliates
 as of June 30, 2011 (but only for so long as such Affiliates remain
 Affiliates of Medtronic), hereby covenants it will not bring a lawsuit or
 cause of action against, or directly or indirectly challenge, or otherwise
 voluntarily assist a third party in any way to challenge, Urologix or any of
 its Affiliates, in any venue or in any manner, based on patent infringement,
 or any other patent claims of any kind or nature arising from any Covenant
 Patent, relating to any making, having made, selling, offering to sell,
 using, or importing of (i) Current Products in the Field of Use, including
 for this purpose New Indication Products but not Improvements to such New
 Indication Products, (ii) RF Improved Products in the Covenant Field, and (iii)
 Wet Electrode Products in the Covenant Field. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 In addition,
 Medtronic, on behalf of itself and each of its Affiliates, including
 Affiliates acquired by Medtronic after June 30, 2011 (but only for so long as
 such Affiliates remain Affiliates of Medtronic) hereby covenants it will not
 bring a lawsuit or cause of action against, or directly or indirectly
 challenge, or otherwise voluntarily assist a third party in any way to
 challenge, Urologix or any of its Affiliates, in any venue or in any manner,
 based on patent infringement, or any other patent claims of any kind or
 nature arising from any patent Controlled by Medtronic or an Affiliate (other
 than the “Patents” as defined herein) relating to any making, having made,
 selling, offering to sell, using, or importing of therapy delivery system or
 the components thereof, including the generator, footswitch, and the
 disposable and telescope, as described on Exhibit E and commercialized
 by Medtronic under the Prostiva® trademark before and as of
 date of the Regulatory Transfer to Urologix, in the Covenant Field. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The
 covenants granted in this Section 2.3.3 shall last in perpetuity; provided,
 however, that these covenants shall automatically terminate on the date that
 this License Agreement expires or is terminated prior to Urologix having
 exercised its rights under the Acquisition Option Agreement. It is agreed and
 acknowledged that a mandatory response to any judicial process, including,
 for example, subpoenas, does not constitute a “challenge” or voluntary third
 party assistance hereunder. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 In the event
 of a Change of Control of Urologix, the covenants granted in Section 2.3.3(a)
 above shall automatically, as of the effective date of such Change in
 Control, be limited in scope to (i) the Current Products for their
 then-current indications in the Field of Use, including for this purpose New
 Indication Products but not Improvements to such New Indication 

 


-8-









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Products in
 the Field of Use, (ii) the specific versions of the Wet Electrode Products
 that were commercially released as of the effective date of such Change of
 Control in the Covenant Field; and (iii) the specific versions of the RF
 Improved Products that were commercially released as of the effective date of
 such Change of Control in the Covenant Field. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Unless
 otherwise licensed under this License Agreement, the Covenant of this Section
 2.3.3 shall not be deemed to be a license of any intellectual property
 rights. 

 



          2.4          Urologix
Efforts. Upon transfer or receipt of any required Regulatory Approval,
Urologix shall use commercially reasonable efforts which are commensurate with
those efforts used by Urologix to manufacture, promote and sell its own
products of similar nature, to manufacture, promote and sell the Products in
the Field of Use in those countries of the Territory designated on Exhibit F.  


          2.5          No
Additional Rights. Except as otherwise expressly provided in this Agreement
or the Related Agreements, under no circumstances shall a Party hereto, as a
result of this Agreement, obtain any ownership interest, license in or other
right to any technology, know-how, patents, patent applications, products,
materials or other intellectual property of the other Party, including, but not
limited to, items owned, Controlled or developed by the other Party, at any
time pursuant to this Agreement. This Agreement does not create, and shall
under no circumstances be construed or interpreted as creating, an obligation
on the part of either Party to grant any license to the other Party other than
as expressly set forth herein. Any further contract or license agreement
between the Parties shall be in writing. 


          2.6          Goodwill;
Ownership of Trademarks. 


                          2.6.1   Urologix
acknowledges that the Trademarks have been used in commerce and extensively
advertised and promoted by various means; they are well known and recognized
and have gained a high reputation with the general public, which high reputation
and goodwill has been and continues to be a unique benefit to Medtronic.
Urologix recognizes the value of the goodwill associated with the Trademarks
and acknowledges that, as between Urologix and Medtronic, the Trademarks and
all rights therein and goodwill pertaining thereto belong exclusively to
Medtronic. 


                         2.6.2   Urologix
agrees to cooperate fully and in good faith with Medtronic for the purpose of
securing and preserving Medtronic’s rights in and to the Trademarks. If any of
the Trademarks shall not be registered in all applicable class of goods or
services in the Patent and Trademark Office or other applicable foreign
trademark office, Urologix acknowledges that Medtronic may register the
Trademarks for the Products in its own name, and that Urologix’s use thereof
shall inure to the benefit of Medtronic for such purposes and all other
purposes. Urologix shall cooperate with Medtronic in any such registration or
application. Urologix agrees that without the prior consent of Medtronic, it
will not, for its benefit, directly or indirectly, register or apply for
registration of the Trademarks or any mark which is, in Medtronic’s reasonable
opinion, the same as or confusingly similar to the Trademarks. 


-9-





                         2.6.3     Urologix
agrees that all usage of the Trademarks will include proper markings as may be
specified by Medtronic from time to time so as to indicate Medtronic’s
trademark rights. Where the Trademarks of Medtronic appear in connection with
the Products, there shall be displayed an “®” adjacent to the mark for
registered marks or a “tm” for unregistered marks (or registered marks when
used in a manner not covered by registration) as indicated from time to time by
Medtronic. 


          2.7          Quality.



                         2.7.1     Urologix
acknowledges that if its use of the Trademarks fails to meet or exceed the
reasonable quality standards set by Medtronic, or otherwise are not consistent
with Medtronic’s image and reputation for overall high quality products and
service, then the substantial goodwill which Medtronic has built up and now
possesses in the Trademarks would be impaired. Accordingly, it is an essential
condition of this license and Urologix hereby covenants and agrees that its use
of the Trademarks (including all promotional material and advertising) shall be
of high standards and of such quality and appearance as shall be (in the
reasonable judgment of Medtronic) reasonably adequate to maintain the goodwill
associated with the Trademarks; and that such use of the Trademarks shall be
provided in accordance with all applicable laws and shall in no manner reflect
adversely upon the good name of Medtronic or any of its products or the
Trademarks. Observance by Urologix of the quality standards practiced by
Medtronic in the operation of the Prostiva Business immediately prior to the
Effective Date shall be deemed to meet the standards set forth in this Section
2.7.1. 


                         2.7.2     Upon
completion of the Regulatory Transfer as defined in the Transition Services and
Supply Agreement, the Products, as sold, marketed or distributed by Urologix,
shall be of a quality which is at least equal to comparable products marketed
by Medtronic and VidaMed in the Prostiva® Business, and in conformity
with the nature, quality and style of the goods and promotional materials
supplied by Medtronic under the Transition Services and Supply Agreement. If
requested by Medtronic, Urologix will furnish Medtronic samples of all Products
manufactured for Urologix by third parties, samples of advertising and
promotional materials related to the Products, and such additional Product
information as may be deemed reasonably necessary from time to time by
Medtronic. If Medtronic disapproves of any item submitted by Urologix under
this Section 2.7.2, Medtronic will suggest to Urologix, if reasonably possible,
how the item could be modified to meet the requirements of this Section 2.7. 


          2.8          Acknowledgement
of Ownership. Urologix acknowledges the ownership rights of Medtronic and
VidaMed in the Patents, Trademarks and Other Intellectual Property, subject to
any restrictions or exceptions noted by Medtronic in its representation in
Section 5.1(a) of this Agreement, and Urologix agrees that it will do nothing
inconsistent with such ownership. Urologix further agrees that it will not
challenge, or assist or encourage others to challenge, Medtronic’s and
VidaMed’s title to the Patents, Trademarks and Other Intellectual Property, or
the validity, enforceability, or distinctiveness thereof. 


-10-






Section 3 

Consideration


          3.1          License
Fee. As partial consideration for the right to the Patents, Trademarks,
Other Intellectual Property, and Other Medtronic Business Intellectual Property
in the Field of Use, Urologix shall pay to Medtronic the non-refundable amount
of One Million Dollars ($1,000,000) ( less the Purchase Price under the Asset
Purchase Agreement and less any credit issued under Section 3.2(a)(i) of the
TSSA) (the “License Fee”). Five Hundred Thousand Dollars ($500,000) of
the License Fee is to be paid immediately upon execution of this Agreement. The
remaining Five Hundred Thousand Dollars ($500,000) (less the Purchase Price
under the Asset Purchase Agreement and any credit issued under Section
3.2(a)(i) of the TSSA ) shall be paid by Urologix to Medtronic on the twelve
(12) month anniversary of the Effective Date, subject to Sections 2.2(a)(v),
4.1(d)(ii) and 4.1(d)(iii) of the TSSA. 


          3.2          Earned
Royalties. 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 three (3) Contract
Years, and [ * * * ] percent ([ * * * ]%) of Net Sales during each Contract
Year of the Term thereafter. Earned Royalties shall be due and payable within
thirty (30) days of the end of each Contract Year during which they become
payable. Earned Royalty payments shall be accompanied by a written report to
Medtronic stating the Net Sales of Products and total sales made in the
Contract Year for which the payment is being made, which shall include a
sufficient and reasonable level of detail on how Net Sales was calculated from
total sales. The obligation to pay Medtronic Earned Royalties under this Section
3.2 is imposed only once on each unit of Product. There shall be no obligation
to pay Medtronic a royalty on the sale or transfer of a Product between
Urologix and its Affiliates, but in such instances, the royalty shall be due
and calculated upon Urologix’s or its Affiliates’ sale to the first unrelated
third party. Distributors that purchase Product from Urologix are not deemed
sublicensees for purposes of this Section 3.2, and the Earned Royalties will
accrue on the sale by Urologix to the distributors and not on the sale by the
distributors to third parties. 


          3.3          Minimum
Royalties; Maximum Royalties. 


                         3.3.1          Subject
to Section 3.8, commencing in the third Contract Year and continuing in each
succeeding Contract Year during the Term, Urologix shall pay Medtronic minimum
annual royalties equal to [ * * * ] (the “Minimum Royalties”); provided,
however, in the event the Medicare Part B Non-facility national average
reimbursement rate for the CPT code for RF ablation of the prostate (currently
53852) at any point during any Contract Year is less than $1,600 per procedure,
there shall be no Minimum Royalty due for such Contract Year. If the total of
all Earned Royalties for a particular Contract Year in which Earned Royalties
are due is less than the applicable Minimum Royalty, then within 90 days after
the end of such Contract Year, Urologix shall pay to Medtronic the amount of
the shortfall between the Minimum Royalty and the Earned Royalties for such Contract
Year (the “Shortfall Payment”). 


                         3.3.2          In
no event shall Urologix have any obligation to pay Earned Royalties for any
Contract Year in excess of [ * * * ]. 


-11-





                         3.3.3          If
the total payments made by Urologix to Medtronic under this Agreement other
than the License Maintenance Fee, but including the License Fee actually paid,
all Earned Royalties actually paid, any Shortfall Payment actually paid, and
any payment made by Urologix under the Asset Purchase Agreement, reach an
aggregate of $10 million, no further payments will be due Medtronic, and
Urologix will thereafter have a fully paid up, royalty-free and perpetual right
and license under the licenses granted to Urologix under Section 2.1 above for
the Term. 


          3.4          Mode
of Payment/Currency. All payments under this Agreement shall be made by
deposit of Dollars in the requisite amount to such bank account as Medtronic
may from time to time designate by notice to Urologix. All dollar amounts
appearing in this Agreement are stated in United States dollars. All payments
to be made under this Agreement will be paid in U.S. dollars, provided that
Earned Royalties due on Net Sales computed in the currency of countries foreign
to the United States will be calculated and paid in the foreign currency. 


          3.5          Interest
on Late Payments. Any payments due to Medtronic under this Agreement that
are not paid within thirty (30) days of the due date shall be subject to interest
at the annual rate of 100 basis points above the prime rate as reported on the
first business day of the month such payment was first due in The Wall Street
Journal, Eastern Edition, such interest to run from the date upon which payment
of such sum became due until payment thereof in full together with such
interest. This Section 3.5 shall in no way limit any other remedies available
to the Party owed interest under this Section 3.5. 


          3.6          Records
and Inspections. Urologix shall, and shall cause its Affiliates and
sublicensees to, maintain accurate records containing sufficient data from
which Earned Royalties due Medtronic under this Agreement may be calculated.
Urologix shall, and shall cause its Affiliates and sublicensees to, maintain
those records for two (2) years after the end of the Contract Year to which
those records relate. Upon reasonable notice from Medtronic, Urologix shall,
and shall cause its Affiliates and sublicensees to, permit examination of those
records during regular business hours by qualified Medtronic personnel or an
independent firm of accountants selected by Medtronic and reasonably acceptable
to Urologix. The fees and expenses of such independent accountants shall be
paid by Medtronic (provided that any accountants retained by Medtronic to
review amounts pursuant to this Agreement shall be paid by Medtronic on an
hourly or fixed (rather than on a contingency basis)) unless the audit reveals
an underpayment of more than five percent (5%) from the reported amounts, in
which case Urologix shall bear the cost of the independent accountants.
Medtronic may not conduct more than one such audit during any Contract Year
(unless a previous audit during such 12-month period revealed an underpayment
with respect to such period or Urologix restates or revises such books and
records for such 12-month period), and any such audit may not cover a period of
more than two (2) Contract Years. If such audit concludes that additional
payments were owed or that excess payments were made during such period,
Urologix shall pay the additional amounts with interest from the date
originally due in accordance with Section 3.5, or Medtronic shall reimburse
such excess payments with interest from the date originally paid, in either
case, within thirty (30) days after the date on which such audit is completed
and the conclusions thereof are notified to the Parties. All records disclosed
to those accountants will be deemed to be Confidential Information under this
Agreement. Medtronic’s accountants may not disclose to 


-12-





Medtronic any
Confidential Information relating to the business of Urologix, except as should
properly be contained in any summary to Medtronic under Section 3.2. 


          3.7          License
Maintenance Fee. Urologix shall pay Medtronic an annual license maintenance
fee (“License Maintenance Fee”) of $65,000, payable on the first anniversary of
the Effective Date and annually thereafter during the Term. In the event this
License Agreement is terminated for any reason, the annual License Maintenance
Fee will be pro-rated for any partial year of the Term, and Urologix shall pay
Medtronic the pro rata payment on the effective date of termination. The
License Maintenance Fee shall not be taken into account in calculating the License
Fee or Royalties payable hereunder, nor will it count toward the calculations
of the total payments set forth in Section 3.3.3. 


          3.8          Abatement
of Minimum Royalties/Suspension of Earned Royalty. 


          (a)          Should
a person that asserts or institutes a patent infringement claim or suit in any
country of the Territory against Urologix or an Affiliate or sublicensee of
Urologix obtain an injunction or other prohibition or limitation that precludes
the manufacture, use, or sale of any Product by Urologix or any of its
Affiliates or sublicensees, Urologix may suspend the obligation of the Earned
Royalties to Medtronic under Section 3 with respect to the manufacture, use, or
sale of such Products in that country during the period that it is precluded
from selling Product, and a pro rata amount of the Minimum Royalties will be
adjusted based upon the portion of the Contract Year in which Earned Royalties
were abated, and the portion of total sales represented by sales in such country
in the year immediately prior to such injunction. 


          (b)          If,
in lieu of terminating this Agreement under Section 6.3 for a Major Breach by
Medtronic, Urologix provides the written Cure Notice contemplated by Section
6.3 and states in the Cure Notice its intent to continue this Agreement and the
Related Agreements under this Section 3.8(b), and Medtronic fails to cure the
Major Breach within the Cure Period, the Earned Royalties rate shall be reduced
by 50% for the 12-month period beginning on the day following the expiration of
the Cure Period, and the Minimum Royalty obligation shall be eliminated for the
12-month period beginning on the day following the expiration of the Cure
Period. The limitation on Medtronic’s liability set forth in Section 8.6.2
shall not excuse or limit the reduction of Earned Royalties or elimination of
the Minimum Royalty obligation set forth in this Section, and such reductions
of the Earned Royalties and elimination of the Minimum Royalty shall not be
credited in the calculation of Medtronic’s aggregate total liability under
Section 8.6.2 for purposes of claims for breaches other than claims arising
under Section 6.3 for a Major Breach. 


          (c)          Each
of the Parties has an option to receive an additional license (each an
“Option”) from Bovie under the terms of Section 8 of a letter agreement dated
August 31, 2011 (the “Bovie Letter”). If Medtronic and Bovie each exercise
their rights under Section 8 of the Bovie Letter (whether the Parties exercise
their rights simultaneously, or whether one Party exercises its rights before
the other does), the Parties agree that they shall do a “true up” payment
between them such that Medtronic ultimately pays [ * * * ] and Urologix
ultimately pays [ * * * ] of the total consideration paid to Bovie under
Section 8 for such rights. If Urologix elects to exercise its Option, and
Medtronic does not elect to exercise its own Option, then Urologix will 


-13-





pay [ * * * ]
directly to Bovie, and Urologix and Medtronic will treat [ * * * ] of Urologix’
cost (but in no event more than [ * * * ]) as a prepayment against Earned
Royalties which would be applied at the rate of [ * * * ]% per dollar of Net
Sales beginning in the fourth Contract Year, effectively holding the Earned
Royalties on Net Sales at the rate of [ * * * ]% until such time as the
prepayment has been fully applied. 


Section 4 

Related Agreements


          4.1          Put
Option; Call Option. Simultaneous with the execution of this Agreement,
Urologix and Medtronic are entering into an Acquisition Option Agreement of
even date herewith (the “Acquisition Option Agreement”). 


          4.2          Transition
Services and Supply Agreement. Simultaneous with the execution of this
Agreement, Medtronic and Urologix are entering into a Transition Services and
Supply Agreement (the “Transition Services and Supply Agreement” or
“TSSA”). 


          4.3          Asset
Purchase Agreement. Simultaneous with the execution of this Agreement,
Medtronic and Urologix are entering into an Asset Purchase Agreement (the “Asset
Purchase Agreement”). 


          4.4          Sublicense
Agreements. Simultaneous with the execution of this Agreement, Medtronic
and Urologix are entering into the Sublicense Agreements. 


Section 5 

Representations, Warranties, and Covenants


          5.1         Representations
and Warranties of Medtronic and VidaMed. Medtronic and VidaMed, jointly and
severally, hereby represent and warrant to Urologix that, as of the Effective
Date: 


          (a)          Medtronic
or VidaMed are the owners of the Patents, Trademarks, Other Intellectual
Property, and the Other Medtronic Business Intellectual Property listed in
Section 4 of Exhibit G in the Field of Use, free and clear of liens and third
party rights except as set forth on Exhibit A, and the owners of the Other
Medtronic Business Intellectual Property listed in Section 5 of Exhibit G in
the Field of Use, free and clear of liens and third party rights granted or
created by Medtronic; 


          (b)          Each
of Medtronic and VidaMed has the right to grant Urologix the licenses granted
in Section 2.1 of this Agreement; 


          (c)          Each
of Medtronic and VidaMed is a corporation duly organized, validly existing and
in good standing under the laws of the State of Minnesota and the State of
Delaware, respectively, and has all requisite corporate power and authority to
enter into, execute and deliver this Agreement and no other proceedings are
necessary to authorize Medtronic’s or VidaMed’s execution, delivery or
performance of this Agreement or any Related Agreement; 


-14-





          (d)          The
execution of this Agreement by each of Medtronic and VidaMed and performance of
Medtronic’s and VidaMed’s obligations under this Agreement do not conflict
with, cause a default under, or violate any existing contractual obligation
that may be owed by Medtronic or VidaMed to any third party named in Exhibit A
or Exhibit D or any other contractual obligation to a third party that would
materially adversely impact Urologix’s operation of the Prostiva Business as it
was conducted by Medtronic and VidaMed as of the Effective Date; 


          (e)          Except
with respect to the ZoMed License or as otherwise set forth on Exhibit A, no
third party has any rights in the Patents, Trademarks or Other Intellectual
Property in the Field of Use; 


          (f)          As
of the Effective Date, to Medtronic’s knowledge there is no actual or
threatened infringement or misappropriation of the Patents, Trademarks, or
Other Intellectual Property by any Person in the Field of Use; 


          (g)          In
the past 3 years, no claim or litigation has been brought or, to Medtronic’s
knowledge, threatened by any Person alleging that any of the Patents are
invalid or unenforceable, other than office actions received from a national
patent office with respect to an application, if any; 


          (h)          To
Medtronic’s and VidaMed’s knowledge, the manufacture, use and sale of the
Products as undertaken by VidaMed or Medtronic as of the Effective Date do not
infringe, nor does Medtronic or VidaMed know of any reasonable basis for a
claim that such activities may infringe, the intellectual property rights of
any Person; 


          (i)          There
is no pending, or to Medtronic’s or VidaMed’s knowledge, threatened, claim,
action, suit, or proceeding alleging infringement with respect to the Patents,
Trademarks, or Other Intellectual Property in the Field of Use; 


          (j)          Neither
Medtronic nor VidaMed is in material breach of any of the terms of the
Licensed-In Agreements and to the knowledge of Medtronic, such Licensed-In
Agreements are in full force and effect; 


          (k)          Medtronic
has made available to Urologix its material regulatory files for the Products,
including all material correspondence received from the FDA which relates to
the Products, or which impacts the manufacture, marketing or the sale of the
Products in the Field of Use in the Territory. All documentation,
correspondence, data, and certifications relating to or regarding the Products,
filed or delivered on behalf of Medtronic or VidaMed to the FDA, were true and
accurate in all material respects when so filed or delivered, and to the
knowledge of Medtronic, remain true and accurate in all material respects as of
the date hereof, subject to the matters addressed in the 510(k) Work Schedule
referenced in Section 4.1(a) of the TSSA. Since 2009, neither Medtronic nor its
Affiliates have implemented or received notice of any field action or recall of
any Product or received notice of any product liability claims concerning the
Products; and 


-15-





          (l)          Medtronic
has provided Urologix lists of all distributors in the countries listed on
Exhibit F, a list of all customers in the United States, and all customer
contracts related to the Prostiva Business in the United States. Medtronic is
not bound by any other written customer terms and conditions, pricing
agreements or rebate policies related to the Prostiva Business, other than as
set forth in Schedule 5.1.1(l) or that would have a material adverse impact on
Urologix’s operation of the Prostiva Business. 


          5.1.2      Covenants
of Medtronic and VidaMed. 


          (a)          Medtronic
and VidaMed hereby covenant to Urologix that if, during the term of the TSSA,
Urologix identifies additional rights that Medtronic and its Affiliates own or
license that are used in or were developed in connection with the operation of
the Prostiva Business prior to the Effective Date (other than patents), and
that should have been included in “Other Intellectual Property” or “Other
Medtronic Business Intellectual Property Rights,” under this Agreement,
Medtronic will negotiate in good faith an amendment to Exhibit C or G, as applicable,
to include such additional rights hereunder. 


          (b)          If
requested by Urologix in writing, Medtronic will request the transfer of
information and pay Bovie the fee for the “Second Transfer” described in
Section 7 of the Bovie Letter (as referenced in Section 3.8(c) of this
Agreement). 


          (c)          Within
sixty five (65) days after the Effective Date, Medtronic will deliver to
Urologix the following financial information, in each case, as of and for
Medtronic’s two (2) previous fiscal years and the interim period from the
beginning of Medtronic’s most recent fiscal year to the end of its most recent
fiscal quarter: 


                         (i)          statements
of net assets acquired and liabilities assumed by Urologix relating to the
Prostiva Business; and 


                         (ii)         statement
of revenues and direct expenses of the Prostiva Business including revenues
that were generated in the Prostiva Business, less expenses directly
attributable to the Prostiva Business, and allocations of operating costs
incurred within Medtronic relating to the Prostiva Business. Direct expenses
include selling, marketing and manufacturing costs, depreciation and other
expenses directly attributable to the Prostiva Business, but do not include any
allocation of general costs incurred for support (such as general marketing,
accounting, treasury, tax and legal support) nor an allocation of interest and
income taxes. 


Such
information shall be true and accurate as of the dates shown in such
information and as of the date(s) of delivery by Medtronic. The financial
information for the two fiscal years shall be audited and the interim period
shall be unaudited. Medtronic shall cause its independent auditors to provide
its report and required consent with respect to the foregoing audited financial
information to be included in Urologix’ Form 8-K reporting the transactions
contemplated hereby and in the Related Agreements. Upon receipt of the
financial information and an invoice, Urologix shall pay directly, or reimburse
Medtronic, for the direct costs of a third party auditor to


-16-





audit the
financial information, up to a maximum of $75,000. Urologix’ sole remedy for
Medtronic’s failure to deliver the financial information set forth above within
sixty five (65) days following the Effective Date shall be that Urologix shall
be excused from paying or reimbursing Medtronic for such direct costs. 


          5.2          Disclaimer
and Limitation of Warranties. 


               5.2.1          EXCEPT
FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 5.1 OR ANY EXPRESS WARRANTIES
IN THE RELATED AGREEMENTS, MEDTRONIC AND VIDAMED DO NOT MAKE ANY REPRESENTATION
OR GRANT ANY WARRANTY, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF
LAW, BY STATUTE OR OTHERWISE, AND MEDTRONIC AND VIDAMED SPECIFICALLY DISCLAIM
ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR
PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS, TRADEMARKS, OTHER
INTELLECTUAL PROPERTY OR LICENSED-IN INTELLECTUAL PROPERTY RIGHTS, THE
NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, THE
SCOPE OF THE PATENTS, TRADEMARKS, OTHER INTELLECTUAL PROPERTY OR LICENSED-IN
INTELLECTUAL PROPERTY RIGHTS, OR THAT THE PATENTS, TRADEMARKS, OTHER
INTELLECTUAL PROPERTY OR LICENSED-IN INTELLECTUAL PROPERTY RIGHTS MAY BE
EXPLOITED WITHOUT INFRINGING THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 


          5.3          Representations,
Warranties and Covenants of Urologix. Urologix hereby represents and
warrants to Medtronic that, as of the Effective Date: 


                         5.3.1          The
execution of this Agreement and the Related Agreements by Urologix and performance
of Urologix’s obligations under this Agreement and the Related Agreements do
not conflict with, cause a default under, or violate any existing contractual
obligation that may be owed by Urologix to any third party. 


                         5.3.2          Urologix
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Minnesota and has all requisite corporate power and
authority to enter into, execute and deliver this Agreement and the Related
Agreements, and no other proceedings are necessary to authorize its execution,
delivery or performance of this Agreement or any Related Agreement. 


Section 6 

Term and Termination


          6.1         Term.
Unless terminated earlier under the provisions of this Section 6, the term (the
“Term”) of this Agreement will begin on the Effective Date and will
continue for a period of (a) ten (10) years ending on September 5, 2021, or (b)
the Acquisition Closing Date as defined in the Acquisition Option Agreement, if
earlier. 


-17-





          6.2         Termination
by Medtronic. Medtronic may, at its option, terminate this Agreement upon
written notice to Urologix upon the occurrence of any of the following events: 


          (a)          In
the event of a breach by Urologix of its material obligations under this
Agreement or a Related Agreement, provided that (i) Medtronic provides at least
90 days (45 days in the event of failure to make payment) prior written notice
(the “Cure Notice”), which notice must state the nature of the breach in
reasonable detail and (ii) Urologix has failed to cure (or, in the event of a
breach other than failure to pay, that cannot, by its nature, be cured within
such period, Urologix has failed to begin substantial efforts to cure) the
alleged breach within the 90-day (or 45-day) period, as the case may be
following its receipt of the Cure Notice (the “Cure Period”); or  


          (b)          The
filing in any court or agency pursuant to any statute or regulation of any
state, country or jurisdiction, a petition in bankruptcy or insolvency or for
reorganization or for an arrangement or for the appointment of a receiver or
trustee or if Urologix is served with an involuntary petition against it, filed
in any insolvency proceeding, and such petition is not dismissed within sixty
(60) days after the filing thereof, or if Urologix becomes a party to any
dissolution or liquidation, or if Urologix makes an assignment for the benefit
of its creditors, or if at any time Urologix enters into proceedings for
winding up or dissolution of business. 


          6.3          Termination
by Urologix. Urologix may, at its option, terminate this Agreement in the
event of a breach by Medtronic of its material obligations under this Agreement
or a Related Agreement, provided that (i) Urologix provides at least ninety
(90) days’ prior written notice (the “Cure Notice”), which notice must
state the nature of the breach in reasonable detail and (ii) Medtronic has
failed to cure (or, in the event of a breach, that cannot, by its nature, be
cured within such period, Medtronic has failed to begin substantial efforts to
cure) the alleged breach within the 90-day period following its receipt of the
Cure Notice (the “Cure Period”). For any Medtronic breach in the first
Contract Year of a material obligation under this Agreement or a Related
Agreement that causes Urologix to be unable to ship Product for 45 days or more
or would result in Urologix incurring additional out of pocket costs or
reasonably expected additional out of pocket costs directly related to such
breach, individually or in the aggregate of $350,000 or more (a “Major
Breach”), then as Urologix’ sole remedy for such Major Breach: (y) Urologix
may elect to terminate this Agreement in accordance with this Section 6.3, and
Medtronic shall reimburse Urologix an amount equal to 50% of the aggregate
License Fees and Earned Royalties paid by Urologix prior to the effective date
of termination (up to a maximum of $500,000), or (z) alternatively, Urologix
may elect to forego termination and the Earned Royalties, and Minimum Royalties
will be adjusted as set forth in Section 3.8(b) of this Agreement. The
limitation on Medtronic’s liability set forth in Section 8.6.2 shall not excuse
or limit Medtronic’s obligation to reimburse Urologix an amount equal to 50% of
the aggregate License and Earned Royalties should Urologix pursue the sole
remedy set forth in subsection (y) above, and such reimbursement shall not be
credited in the calculation of Medtronic’s aggregate total liability under
Section 8.6.2 for purposes of claims for breaches other than claims arising
under this Section 6.3 for a Major Breach. 


          6.4          Other
Termination. In the event the TSSA is terminated because of a Major
Challenge or by Licensee under Section 2.2(a)(v) of the TSSA, this License
shall automatically 


-18-





terminate as
of the effective date of termination of the TSSA in accordance with the
procedures set forth in the TSSA. 


          6.5          Effects
of Termination. 


                         6.5.1          Upon
a termination of this Agreement in its entirety under Section 6.2: 


          (a)          Urologix’s
rights to the Patents, Trademarks, Other Intellectual Property and Licensed-In
Intellectual Property Rights and Other Medtronic Business Intellectual Property
granted hereunder and all use thereof will immediately terminate, except as set
forth in Section 6.5.6, and any and all rights in the Patents, Trademarks,
Other Intellectual Property, Licensed-In Intellectual Property Rights and Other
Medtronic Business Intellectual Property will revert back to Medtronic and its
Affiliates; 


          (b)          Urologix
will provide Medtronic access to the current Product specifications and other
Confidential Information used exclusively in the Prostiva Business and customer
lists for purchasers of the Products, as reasonably requested and necessary for
the manufacture, marketing and distribution of the Products (“Prostiva
Business Confidential Information”) as of the effective date of such
termination. Urologix hereby grants to Medtronic a worldwide, royalty free,
perpetual and irrevocable, sublicensable, non-exclusive license to the
intellectual property rights relating to any Improvements to Products that were
commercially released as of the effective date of the termination, solely for
the Field of Use, and provided
that Medtronic may not exercise its rights under such license until the
effective date of termination of this Agreement. 


          (c)          The
Transition Services and Supply Agreement and the Acquisition Option Agreement
will immediately terminate; and 


          (d)          If
Urologix has purchased the Assets under the Asset Purchase Agreement, Medtronic
shall have the option, exercisable on notice within 60 days following the
effective date of termination of this Agreement, to re-purchase the Assets from
Urologix in exchange for payment of the amounts Urologix paid to Medtronic for
such Assets. 


                        6.5.2          In
the event Urologix elects to terminate for Medtronic breach as provided in
Section 6.3: 


          (a)          Urologix’s
rights to the Patents, Trademarks, Other Intellectual Property and Licensed-In
Intellectual Property Rights and Other Medtronic Business Intellectual Property
granted hereunder and all use thereof will immediately terminate, except as set
forth in Section 6.5.6, and any and all rights in the Patents, Trademarks,
Other Intellectual Property, Licensed-In Intellectual Property Rights and Other
Medtronic Business Intellectual Property will revert back to Medtronic and its
Affiliates; and 


          (b)          The
Transition Services and Supply Agreement, the Asset Purchase Agreement (if the
transactions contemplated thereby have not been consummated) and the Acquisition
Option will automatically terminate. 


-19-





          6.5.3       In
the event the Agreement is terminated as a result of the termination of the
TSSA pursuant to Section 6.4 hereto: 


          (a)          Urologix’s
rights to the Patents, Trademarks, Other Intellectual Property, Licensed-In
Intellectual Property Rights, and Other Medtronic Business Intellectual
Property granted hereunder and all use thereof will immediately terminate,
except as set forth in Section 6.5.6, and any and all rights in the Patents,
Trademarks, Other Intellectual Property, Licensed-In Intellectual Property
Rights and Other Medtronic Business Intellectual Property will revert back to
Medtronic and its Affiliates; 


          (b)          The
Acquisition Option Agreement and the Asset Purchase Agreement(if the
transactions contemplated thereby have not been consummated) will automatically
terminate; and 


          (c)          Urologix
will provide Medtronic access to the Prostiva Business Confidential Information
as of the effective date of such termination. Urologix hereby grants to
Medtronic a worldwide, royalty free, perpetual and irrevocable, sublicensable,
non-exclusive license to the intellectual property rights relating to any
Improvements to Products that were commercially released as of the effective
date of the termination, solely for the Field of Use, and provided that Medtronic may not
exercise its rights under such license until the effective date of termination
of this Agreement. 


          6.5.4       Expiration
or termination of the Agreement will not release either party from any
obligation that accrued prior to the effective date of such expiration or
termination. For clarity, in the event of a termination of this Agreement by
Urologix for a Major Breach, or any termination under Section 6.4, Urologix be
obligated to pay only the pro rata portion of the License Maintenance Fee as
set forth in Section 3.7, and shall not have any payment obligation for any
Minimum Royalty for a partial Contract Year, any License Fee not then due and
payable (except as set forth in Section 6.5.6, and any obligation to purchase
Transferred Prostiva Assets under the Acquisition Option Agreement or to
purchase Assets under the Asset Purchase Agreement. 


          6.5.5       Upon
expiration or termination of this Agreement, sections 2.3, 3.6, 5.1, 5.2, 5.3,
6.5, 7.3, 7.4, 7.5, 8, 9, and 10 will, with related definitions, survive and
remain in full force and effect. 


          6.5.6       In
addition, in the event of termination of this Agreement, Urologix shall (i)
return to Medtronic all finished goods inventory of Product consigned to it
pursuant to the TSSA and (ii) provide Medtronic the right to purchase, at
Urologix’ cost, all finished goods inventory of Product owned by Urologix which
have been manufactured for, or are held or used primarily for, the conduct of
the Prostiva Business and which are new, unexpired and not due to expire within
six (6) months of the date of termination. In the event Medtronic does not
exercise its right to purchase the Urologix owned inventory, Urologix shall
have an additional 90 days after termination of this Agreement to sell the
inventory under the licenses granted herein, as though 


-20-





this Agreement
had not terminated with respect to such inventory. For the avoidance of doubt,
Urologix shall continue to pay Earned Royalties on such sales as provided in
Section 3.2. 


Section 7 

Protection of Licensed Rights


          7.1          Patent
and Trademark Prosecution


               7.1.1          Medtronic
and VidaMed shall be solely responsible for and shall make all decisions
regarding filing, prosecuting and maintaining the Patents and Trademarks in
their sole discretion. With respect to all patents and patent applications
designated by Urologix on Exhibit A (the “Designated Patents”)
and all trademark applications and trademark registrations designated by
Urologix on Exhibit B (the “Designated Trademarks”), Medtronic shall furnish
Urologix with copies of material correspondence relating to the Patents that
are intended to be filed with a patent office, and an opportunity to promptly
provide comments, before submitting any such correspondence to such patent
office. Medtronic and/or VidaMed shall consider Urologix’ comments, but shall
not be required to implement them. Before allowing any application or patent
within the Patents to lapse, Medtronic or VidaMed will provide Urologix with
notice of the intention to allow the application or patent to lapse at least
one month before the final deadline to take action to prevent such lapse.
Medtronic will allow Urologix the opportunity to take over control of
prosecution or maintenance of such patent application or patent at sole
Urologix’ expense. Medtronic shall not abandon any trademark application or
trademark registration of Designated Trademarks without obtaining written
approval of Urologix. Medtronic shall have no obligation to consult with
Urologix before abandoning any patents or patent applications on Exhibit A
that are not Designated Patents or any trademark applications or registrations
on Exhibit B that are not Designated Trademarks. At any time during the
Term, Urologix may request Medtronic, at Urologix’ sole expense, by thirty (30)
days advance written notice, to include claims proposed by Urologix in either a
pending application included in the Designated Patents or to file a
continuation or divisional application of one of the applications of the
Designated Patents with new claims. Urologix’s sole and exclusive remedy for
any failure by Medtronic or VidaMed to comply with the notice obligations of
this Section 7.1.1 is for Medtronic to take all reasonable steps, including
without limitation payment of all fees and penalties, to revive any patent or
patent application abandoned without providing Urologix the appropriate notice. 



          7.2          Enforcement
of Patents. 


                         7.2.1          If
either Party becomes aware of any infringement, anywhere in the Territory, of
any issued patent within the Patents, such Party may notify the other Party in
writing to that effect. 


                         7.2.2          Infringement
of Patents by Third Parties. 


          (a)          In
the case of any infringement within the Field of Use of any Patent by any third
party during the Term of this Agreement, Urologix will have the first right,
but not the obligation, at Urologix’s expense, to cause such third party to
cease infringement and to otherwise enforce such Patent, or to defend the
Patent in any declaratory judgment action 


-21-






brought by
third parties which alleges the invalidity, unenforceability or
non-infringement of the rights associated with the Patent in the Field of Use.
Urologix will have control of the conduct of any such action that it brings, provided
that Urologix will not enter into any settlement, consent judgment or
other voluntary disposition of any such action without the prior written
consent of Medtronic, which consent will not be unreasonably withheld, delayed
or conditioned, if the settlement would admit the invalidity or
unenforceability of any Patent owned by Medtronic. Medtronic will, at the
request and expense of Urologix, cooperate and provide such reasonable
assistance as Urologix may request in any action described in this Section
7.2.2(a). Except for providing such reasonable assistance, Medtronic will have
no obligation regarding the legal actions described herein; provided that
if required to enable Urologix to initiate or continue such action, Medtronic
will join such action at Urologix’s request and expense. Medtronic, however,
will have the right to participate in any such action through its own counsel
and, except as provided in the next sentence, at its own expense. Any recovery
or compensation resulting from such proceeding will first be used to reimburse
Medtronic for any unreimbursed expenses in connection with providing assistance
or joining the proceeding at Urologix’s request, then to reimburse Urologix for
any expenses, and Medtronic for any other expenses, in connection with the
proceeding (including attorney’s fees, expert witness fees, court fees, and
related charges), and the remainder, if any, will belong entirely to Urologix,
as the Party with commercial interest in the Field of Use, whose damages will
be the basis of any recovery in the enforcement action. 


          (b)          If
Urologix does not, within a reasonable period after becoming aware of such
infringement but no less than ninety (90) calendar days from the date of
receipt of written notice from Medtronic, (A) initiate legal proceedings
against such threatened or actual infringement, or defend legal proceedings
brought by a third party, as provided in Section 7.2.2(a) above, or (B) cause
such infringement to terminate, Medtronic may thereafter take such action as it
deems necessary to enforce its rights in the Patent, including, without
limitation, the right, but not the obligation, to bring, at its own expense, an
infringement action or file any other appropriate action or claim related to
such infringement against any third party. Medtronic will have control of the
conduct of any such action that it brings, provided that,
Medtronic will not enter into any settlement, consent judgment or other
voluntary disposition of any such action without the prior written consent of
Urologix, which consent will not be unreasonably withheld, delayed or
conditioned, if the settlement would admit the invalidity or unenforceability
of any patent licensed by Urologix. Urologix will, at the request and expense
of Medtronic, cooperate and provide reasonable assistance in any action
described in this Section 7.2.2(b) and, if required to enable Medtronic to
initiate or continue such action, will join such action at Medtronic’s request.
Any recovery or compensation resulting from such proceeding will first be used
to reimburse Urologix for any unreimbursed expenses in connection with
providing assistance at or joining the proceeding at Medtronic’s request, and
then to reimburse Medtronic for any expenses in connection with the proceeding
(including attorney’s fees, expert witness fees, court fees and related
charges). The remainder, if any, will belong entirely to Medtronic as the Party
who has funded the enforcement action. 


          7.3          Confidential
Information. 


                         7.3.1          In
addition to the provisions in Section 2.3.2, Medtronic and Urologix will (a)
each keep the Confidential Information of the other Party disclosed to it under
this 


-22-





Agreement or the Transition
Services and Supply Agreement (as applicable) in confidence, (b) not use any
Confidential Information of the other Party for any purpose other than for the
purposes of performance under this Agreement or the Transition Services and
Supply Agreement (subject to Section 6.4 hereof), and (c) not disclose any
portion of any Confidential Information of the other Party to any third party
without the prior written consent of the disclosing Party. Notwithstanding the
foregoing, (i) Urologix may disclose Confidential Information disclosed to it
by Medtronic hereunder only to a distributor or sublicensee of Urologix if such
party has a need to know such information for the purpose of Urologix’s
operation of the Prostiva Business, and provided that any such sublicensees or
distributors enter into a confidentiality agreement with Urologix containing
non-disclosure and use restrictions that are at least as restrictive as the
ones set forth herein, and (ii) either party may disclose the other Party’s
Confidential Information (x) to its agents or representatives who have a need
to know such information provided such agents or representatives are subject to
an obligation of confidentiality, and (y) to the extent required by law,
including the rules and regulations of the Securities and Exchange Commission. 


                         7.3.2          Each
Party’s obligations under Section 7.3.1 shall continue during the Term and
survive until the date that is two (2) years after (i) the termination or
expiration of this Agreement or (ii) the Acquisition Closing, whichever is
later, except with respect to any items of Confidential Information that no
longer retain the characteristics of Confidential Information during such
period. In the event the Acquisition Closing occurs, Urologix’s obligations
with respect to Confidential Information related to the Prostiva Business shall
terminate. 


                         7.3.3          Each
party acknowledges that any unauthorized disclosure or use of the other party’s
Confidential Information would cause irreparable harm and significant injury,
the degree of which will be difficult to ascertain. Accordingly, each Party
agrees that the disclosing Party is entitled to seek an immediate injunction
enjoining any breach of this Section 7, as well as the right to pursue all
other rights and remedies available at law or in equity for such a breach. 


                         7.3.4          The
Confidential Disclosure Agreement dated September 16, 2008 (the “CDA”) shall,
as of the Effective Date, be terminated and shall be superseded by the obligations
contained in this Section 7 with respect to Confidential Information disclosed
on or after the Effective Date; provided, however, Confidential Information
disclosed under the CDA prior to the Effective Date hereof shall be treated as
if it were Confidential Information disclosed hereunder and shall be subject to
the obligations set forth in this Section 7.  


          7.4          Use
of Names. Except as provided in the Transition Services and Supply
Agreement, neither Party may identify the other party in any promotional
advertising or other promotional materials to be disseminated to the public or
any portion thereof without the other Party’s prior written consent. 


          7.5          Publicity.
Neither Party will, and the Parties will not permit any of their respective
Affiliates, representatives or advisors to, issue or cause the publication of
any press release, or announcements to customers or vendors of such Party or
other third parties, related to the transactions contemplated by this Agreement
or any of the Related Agreements, without the prior written consent of the
other Party, provided that either Party may issue a press release or make a
filing required under the rules and regulations of the Securities and Exchange 


-23-





Commission as it deems
necessary in its discretion so long as it provides the other Party an
opportunity to review and comment on the proposed disclosure and seeks
confidential treatment to the extent permitted by the SEC. 


          7.6          Confidentiality
of Prostiva Business Information. Medtronic shall not disclose to any third
party, without Urologix’s consent, any Prostiva Business Confidential
Information for any purpose, except that Medtronic may disclose Prostiva
Business Confidential Information (a) for any purpose outside the Field of Use;
(b) for Medtronic’s own business purposes inside the Field of Use; and (c) to
avail itself of or otherwise enforce Medtronic’s rights hereunder. The
permitted disclosure pursuant to subsection (b) shall not include use which
would violate the restrictive covenant in Section 2.3.1 of this Agreement; provided
further that the Excluded Affiliates shall be restricted from using any
Prostiva Business Confidential Information in the same manner that Medtronic is
restricted from using such Prostiva Business Confidential Information. 


Section 8 

Indemnification/Limitations


          8.1          Indemnification
by Urologix. Beginning on the Effective Date, Urologix shall indemnify
Medtronic, VidaMed, their Affiliates and their respective directors, officers,
employees and agents (collectively, “Medtronic Indemnitees”) and defend
and save each of them harmless, from and against any and all losses, damages,
liabilities, costs and expenses (including reasonable attorneys’ fees and expenses)
(collectively, “Losses”) in connection with any and all suits,
investigations, claims or demands of third parties (collectively, “Third
Party Claims”) to the extent arising from or occurring as a result of. 


          (a)          the
breach by Urologix of any representation or warranty, or material breach of any
covenant, of this Agreement or any Related Agreement; 


          (b)          the
selling, offering for sale, commercialization, distribution, promotion or
marketing of Products in the Territory by Urologix, its Affiliates or
sublicensees or any of its or their respective Affiliates after the Effective
Date (“Urologix Sales”); 


          (c)          any
breach of or noncompliance by Urologix, its employees, agents or
representatives in any respect with applicable laws or regulations related to
regulatory approval for the commercial sale of the Products with regard to
Urologix Sales (and specifically excluding Medtronic Sales); and 


          (d)          any
field action, recall or mandatory product change with regard to the Urologix
Sales. 


          8.2          Indemnification
by Medtronic. Beginning on the Effective Date, Medtronic shall indemnify
Urologix, its Affiliates and their respective directors, officers, employees
and agents (collectively, “Urologix Indemnitees”), and defend and save
each of them harmless, from and against any and all Losses in connection with
any and all Third Party Claims to the extent arising from or occurring as a
result of: 


-24-





          (a)          except
to the extent set forth in Section 7.1.1 regarding abandonment of patent
rights, the breach by Medtronic or VidaMed of any representation or warranty,
or material breach of any covenant of this Agreement or any Related Agreement; 


          (b)          the
selling, offering for sale, commercialization, distribution, promotion or
marketing sale by Medtronic, VidaMed or other Medtronic Affiliates or
sublicensees (specifically excluding Urologix Sales) of the Products (“Medtronic
Sales”), other than Losses as the result of use of generators, hand held
devices, and probes which were originally included as part of a Medtronic Sale,
which use occurs more than twelve (12) months following the Effective Date; 


          (c)          any
breach of or noncompliance by Medtronic or VidaMed, their employees, agents or
representatives in any respect with applicable laws or regulations related to
regulatory approval of the commercial sale of the Products with regard to
Medtronic Sales; 


          (d)          any
field action, recall or mandatory product change with regard to Medtronic
Sales; and 


          (e)          claims
arising out of the operation or dissolution of Medtronic’s distribution network
for the Products. 


          8.3          Contribution.
With respect to any Third Party Claim for which Urologix has an obligation to
indemnify any Medtronic Indemnitee pursuant to Section 8.1 and Medtronic has an
obligation to indemnify any Urologix Indemnitee pursuant to Section 8.2, each
Party shall indemnify each of the other Party’s Indemnitees for the applicable
Losses to the extent of its responsibility, relative to the other Party, for
the facts underlying such Third Party Claim. 


          8.4          Procedure
for Indemnification. The indemnified party will give prompt written notice
to the indemnifying party of any suits, claims or demands for Third Party
Claims which may give rise to any Loss for which indemnification may be
required under this Section 8. However, failure to give such notice will not
impair the obligation of the indemnifying party to provide indemnification
hereunder except if and to the extent that such failure materially impairs the
ability of the indemnifying party to defend the applicable suit, claim or
demand. The indemnifying party will be entitled to assume the control and
defense of any suit, claim or demand of any third party at its own cost and
expense; provided, however, that the other party will have the right to be
represented by its own counsel at its own cost in such matters. In the event
that the indemnifying party declines to assume control of any such suit, claim
or demand, the party entitled to indemnification is entitled to assume such
control, conduct the defense of, and settle such suit, claim or action, all at
the sole cost and expense of the indemnifying party. The indemnifying party may
not settle or dispose of any such matter in any manner which would adversely
impact the rights or interest of the indemnified party without the prior
written consent of the indemnified party, which consent may not be unreasonably
delayed or withheld. 


          8.5          Sole
Remedy. Other than equitable relief described in Section 10.7, the rights
of abatement set forth in Section 3.8, and the termination rights set forth in
Section 6, indemnification pursuant to this Article 8 shall be a party’s sole
remedy for Third Party Claims arising hereunder. 


-25-





          8.6          Exclusions/Limitations.
All claims arising under this Agreement and any of the Related Agreements,
including but not limited to direct claims and in the case of indemnification,
for Third Party Claims, will be subject to the following exclusions and
limitations: 


          8.6.1          Except
in circumstances of intentional misconduct or fraud by a party or its
Affiliates (or in the case of Urologix, its sublicenees or distributors), no
party or any of their respective Affiliates shall be liable for punitive,
special, indirect, incidental or consequential damages, or for lost profits
(including any harm to its business or goodwill), whether in contract,
warranty, negligence, tort, strict liability or otherwise, arising out of or
otherwise relating to this Agreement, including in connection with (a) the
manufacture, development or other exploitation of the Product or any licensed
rights hereunder, or (b) any breach of or failure to perform any of the
provisions of this Agreement or any Related Agreement; provided, however,
that if a Third Party claim for which a Party is entitled to indemnification
includes the punitive, special, indirect, incidental or consequential damages,
or claims for lost profits of such Third Party, the limitations in this Section
8.6.1 shall not apply to such Third Party claims; and 


          8.6.2          Other
than: 


	
  

 	
  

 	
  

 
	
  

 	
 (a)          

 	
 claims for breach of the
 representations and warranties in (i) Sections 5.1(a), (b), and (c) of this
 Agreement, (ii) Section 8.2(a) of the Transition Services and Supply
 Agreement, and (iii) Sections 5.1 and 5.2(a), (b) and (c) of the Acquisition
 Option Agreement (collectively, “Fundamental Representations”),
 

 
	
  

 
	
  

 	
 (b)          

 	
 claims for indemnification
 arising under Sections 8.2(b), (c), (d) and (e) of this Agreement, 

 
	
  

 
	
  

 	
 (c)          

 	
 claims for breach of
 Section 2.3.1 of this Agreement, 

 
	
  

 
	
  

 	
 (d)          

 	
 VidaMed Claims as
 described in the Acquisition Option Agreement, and 

 
	
  

 
	
  

 	
 (e)          

 	
 claims for breach of
 Section 9.1 of the Acquisition Option Agreement, 

 


Medtronic’s aggregate total
liability under this Agreement and the Related Agreements, including for
indemnification or for direct damages, is subject to a cap equal to 50% of all
payments actually received by Medtronic under this Agreement and the Related
Agreements (“Aggregate Cap”); provided,
however, that in the event the Aggregate Cap is insufficient to
cover Urologix’s claims under (c) above for breaches of the Restrictive
Covenant of Section 2.3.1, Urologix may recover additional amounts on account
of such claims, up to a maximum amount of $10,000,000, less any amounts applied
to the Aggregate Cap. For illustration, if the Aggregate Cap is $250,000, and
Urologix has a claim of $500,000 for a breach of a Fundamental Representation
(“Breach A”), a separate claim for $500,000 for breach unrelated to
Breach A and unrelated to Section 2.3.1 (“Breach B”), and also holds a
claim of $10,000,000 for breach of Section 2.3.1, Urologix will be entitled to
recover $500,000 on account of Breach A, $0 for Breach B, and $9,500,000 on
account of the breach of Section 2.3.1;


-26-





          8.6.3          Except
for claims (i) specifically identified in the Acquisition Option Agreement,
(ii) for breach of Fundamental Representations, and (iii) claims arising under
Sections 8.2(b), (c), (d), and (e) of this Agreement, the period during which
Licensee may pursue claims for breaches of representations and warranties,
including claims for indemnification, will commence on the Effective Date and
terminate at 11:59 p.m. Minnesota time on the date that is twelve (12) months
after the Effective Date; and the period during which Licensee may pursue
claims arising under the TSSA will commence on the Effective Date and terminate
at 11:59 p.m. Minnesota time on the date that is twelve (12) months after the
expiration (or earlier termination) of the Term of the TSSA. 


          8.6.4          No
party shall be able to avoid the limitations set forth in Article 8 of this
Agreement, whether with respect to Third Party Claims or with respect to direct
claims, or with respect to claims arising out of this Agreement or any Related
Agreement, by electing to pursue another remedy, except to the extent such
remedy is, by its explicit terms, not subject to this Article 8. 


Section 9 

Disputes


          9.1          Senior
Representatives. The Parties will attempt in good faith to amicably and
promptly resolve any dispute arising out of or relating to this Agreement
through discussions between the General Manager of Medtronic Neuromodulation’s
Gastro/Urological business unit and the Chief Operating Officer of Urologix. If
the Parties are unable to resolve a dispute within thirty (30) days, the matter
will be escalated to senior representatives who have authority to settle the
controversy. These senior representatives shall be the Chief Executive Officer
of Urologix and the President of Medtronic Neuromodulation. These
representatives shall consult and negotiate with each other in good faith, and
recognizing their mutual interests, attempt to reach a solution satisfactory to
both Parties before resorting to dispute resolution as provided below. 


          9.2          Stay
pending resolution. Except as set forth in Section 10.7, in the event of a
dispute between the Parties, all rights and obligations under this Agreement
shall continue during the dispute and any applicable Cure Period or remedy period
shall be stayed until the dispute is resolved by the Parties in writing, or
until the entry of final judgment in a court of competent jurisdiction. 


Section 10 

Miscellaneous


          10.1          Compliance
with Law. Each of Urologix and Medtronic agrees to comply with all
applicable laws, rules and regulations in performing its obligations under this
Agreement. 


          10.2          Assignment;
Change of Control. This Agreement will be binding upon and will inure to
the benefit of each Party and each Party’s respective transferees, successors
and assigns. Neither Party shall assign or transfer this Agreement to a third
party without the prior written consent of the other Party. Notwithstanding the
foregoing, neither Party shall be required to obtain the prior written consent
of the other Party in the event of a Change in Control of such Party, provided that the acquirer(s) assumes the
acquired Party’s obligations hereunder after such 


-27-





Change of Control. For the
purposes of this paragraph, “Change in Control” means (a) a merger or
consolidation of Urologix, on the one hand, or of Medtronic, Inc. or of
Medtronic’s Neuromodulation Business Unit, on the other hand, (b) a transaction
or series of related transactions in which a third party, together with its
Affiliates, becomes the beneficial owner of fifty percent (50%) or more of the
combined voting power of the outstanding securities of Urologix, on the one
hand, or of Medtronic, Inc. or of Medtronic’s Neuromodulation Business Unit, on
the other hand, or (c) the sale of all or substantially all of the assets of
Urologix, on the one hand, or of Medtronic’s Neuromodulation Business Unit on
the other hand. Any attempted assignment in contravention of this Section 10.2
will be null and void. 


          10.3          Entire
Agreement. This Agreement, together with the schedules and exhibits
attached hereto, and the Related Agreements, constitute the entire agreement
between the Parties hereto with respect to the subject matter hereof and
supersedes all previous and contemporaneous negotiations, commitments, and
writings with respect to such subject matter, whether oral or written. 


          10.4          Amendment.
No amendment, modification or supplement of any provision of this Agreement
will be valid or effective unless made in writing and signed by a duly
authorized officer of each Party.


          10.5          Notices.
Any notice required to be given pursuant to the provisions of this Agreement or
the Related Agreements will be in writing and will be deemed to have been given
at the earlier of the time when actually received as a consequence of any
effective method of delivery including, but not limited to, hand delivery,
transmission by fax, or delivery by a professional courier service or the time
when sent by certified or registered mail addressed to the party for whom
intended at the address below or at such changed address as the party will have
specified by written notice; provided that any notice of change of address will
be effective only upon actual receipt.  


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 If to Medtronic or
 VidaMed:

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 General
 correspondence to:

 	
  

 
	
  

 	
  

 	
 Medtronic, Inc.

 	
  

 
	
  

 	
  

 	
 World Headquarters

 	
  

 
	
  

 	
  

 	
 710 Medtronic Parkway

 	
  

 
	
  

 	
  

 	
 Minneapolis, MN 55432-5604

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 With
 copy to:

 	
  

 
	
  

 	
  

 	
 Attention:

 	
  

 	
 General Counsel

 	
  

 
	
  

 	
  

 	
 FAX No.:

 	
  

 	
 (763) 572-5459

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 And

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Attention:

 	
  

 	
 Vice President, Corporate

 	
  

 
	
  

 	
  

 	
 Development

 	
  

 	
  

 	
  

 


-28-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 FAX No.:

 	
  

 	
 (763) 505-2542

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 If to Urologix:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 General
 correspondence to:

 	
  

 	
 14405 21st
 Avenue North

 
	
  

 	
  

 	
  

 	
  

 	
 Minneapolis, MN 55447

 
	
  

 	
  

 	
  

 	
  

 	
 Attn: Greg Fluet

 
	
  

 	
  

 	
  

 	
  

 	
 Fax: (763) 475-1443 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 With
 copy to:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Lindquist & Vennum
 P.L.L.P.

 
	
  

 	
  

 	
  

 	
  

 	
 Attn: Charles P. Moorse

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  Barbara Rummel

 
	
  

 	
  

 	
  

 	
  

 	
 80 S. 8th
 Street, Suite 4200

 
	
  

 	
  

 	
  

 	
  

 	
 Minneapolis, MN 55402

 
	
  

 	
  

 	
  

 	
  

 	
 Fax: (612) 371-3207 

 



          10.6          Governing
Law; Jurisdiction. This Agreement will be governed, construed, and
interpreted in all respects in accordance with the laws of the State of
Minnesota without regard to provisions regarding the conflict of laws. Each
Party hereby irrevocably submits to the exclusive jurisdiction of the federal
or state courts located in Hennepin County, Minnesota, in respect of any claim
relating to the interpretation and enforcement of the provisions of this
Agreement and of the Related Agreements, or otherwise in respect of the
transactions contemplated hereby and thereby, and hereby waives, and agrees not
to assert, as a defense in any action, suit or proceeding in which any such
claim is made that it is not subject thereto or that such action, suit or
proceeding may not be brought or is not maintainable in such courts or that the
venue thereof may not be appropriate or that this Agreement or any such
document may not be enforced in or by such courts. 


          10.7          Equitable
Relief. Notwithstanding anything herein to the contrary, nothing in this
Agreement shall preclude either Party from seeking equitable relief, including
permanent or provisional relief, including a temporary restraining order,
preliminary injunction, permanent injunction, specific performance,
interlocutory decree, preliminary receivership, or other equitable relief
concerning a Dispute in any court of competent jurisdiction. This Section 10.7
shall be specifically enforceable. 


          10.8          Descriptive
Headings. The descriptive headings of this Agreement are for convenience
only and will be of no force or effect in construing or interpreting any of the
provisions of this Agreement. 


          10.9          Independent
Contractors. Both Parties are independent contractors under this Agreement.
Nothing contained in this Agreement will be deemed to create an employment,


-29-





agency, joint venture or
partnership relationship between the Parties hereto or any of their agents or
employees, or any other legal arrangement that would impose liability upon one
Party for the act or failure to act of the other Party. Neither Party will have
any express or implied power to enter into any contracts or commitments or to
incur any liabilities in the name of, or on behalf of, the other Party, or to
bind the other Party in any respect whatsoever. 


          10.10          Severability.
If any provision in this Agreement should be held invalid, illegal or
unenforceable in any respect in any jurisdiction, then, to the fullest extent
permitted by law, all other provisions hereof shall remain in full force and
effect in such jurisdiction and shall be liberally construed in order to carry
out the intentions of the Parties as nearly as may be possible; provided, however, that nothing herein
shall be construed so as to defeat the overall intention of the Parties. 


          10.11          Waiver
of Breach. The waiver or failure of either Party to enforce the terms of
this Agreement in one instance will not constitute a waiver of that Party’s
rights under this Agreement with respect to other violations. No waiver of any
of the terms of this Agreement will be binding unless it is in writing and
signed by the Party granting the waiver. 


          10.12          Counterparts.
This Agreement 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. 


          10.13          Expenses.
Except as expressly provided herein, Urologix and Medtronic shall each pay
their own expenses incident to this Agreement and the Related Agreements and
the preparation for, and consummation of, the transactions provided for herein
and therein. 


          10.14          Benefit.
Nothing in this Agreement, expressed or implied, is intended to confer on any
person other than the parties hereto or their respective successors or assigns,
any rights, remedies, obligations or liabilities under or by reason of this
Agreement. 


 [signatures follow]


-30-





EXHIBIT 10.1 


          IN
WITNESS WHEREOF, the parties hereto have duly executed this License Agreement
as of the Effective Date. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MEDTRONIC, INC.

 	
 UROLOGIX, INC. 

 
	
  

 	
  

 	
  

 	
  

 
	
 By: 

 	
 /s/ Thomas M. Tefft

 	
 By: 

 	
 /s/ Stryker Warren
 Jr. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Name: 

 	
 Thomas M. Tefft

 	
  

 	
 Name: 

 	
 Stryker Warren Jr.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
 Senior Vice President
 & President, Neuromodulation

 	
  

 	
 Title:

 	
 Chief Executive Officer

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 MEDTRONIC
 VIDAMED, INC.

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Thomas
 M. Tefft

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Name:

 	
 Thomas M.
 Tefft

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
 President

 	
  

 	
  

 










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


EXHIBIT A


VIDAMED ISSUED
US PATENTS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Patent

 Number



 	
  

 	
  

 	
 Title

 	
  

 	
  

 	
 Serial Number

 	
  

 	
  

 	
 Filing Date

 	
  

 	
  

 	
 Issue Date

 	
  

 	
  

 	
 Docket No.

 	
  

 	
  

 	
 Designated

 Y/N

 
	
 5366490

 Z

 	
  

 	
  

 	
 MEDICAL PROBE DEVICE AND METHOD



 	
  

 	
  

 	
 08/172014

 	
  

 	
  

 	
 12/22/1993

 	
  

 	
  

 	
 11/22/1994

 	
  

 	
  

 	
 10821.02

 	
  

 	
  

 	
 Y

 
	
 5370675

 Z

 	
  

 	
  

 	
 MEDICAL PROBE DEVICE AND METHOD



 	
  

 	
  

 	
 08/012370

 	
  

 	
  

 	
 2/2/1993

 	
  

 	
  

 	
 12/6/1994

 	
  

 	
  

 	
 10821.01

 	
  

 	
  

 	
 Y

 
	
 5385544

 Z

 	
  

 	
  

 	
 BPH ABLATION METHOD AND APPARATUS



 	
  

 	
  

 	
 08/061072

 	
  

 	
  

 	
 5/14/1993

 	
  

 	
  

 	
 1/31/1995

 	
  

 	
  

 	
 11001.00

 	
  

 	
  

 	
 Y

 
	
 5409453



 	
  

 	
  

 	
 STEERABLE MEDICAL PROBE WITH STYLETS



 	
  

 	
  

 	
 08/109190

 	
  

 	
  

 	
 8/19/1993

 	
  

 	
  

 	
 4/25/1995

 	
  

 	
  

 	
 11002.00

 	
  

 	
  

 	
 Y

 
	
 5421819

 Z

 	
  

 	
  

 	
 MEDICAL PROBE WITH STYLETS

 


 	
  

 	
  

 	
 08/061647

 	
  

 	
  

 	
 5/13/1993

 	
  

 	
  

 	
 6/6/1995

 	
  

 	
  

 	
 11000.00

 	
  

 	
  

 	
 Y

 
	
 5435805

 Z

 	
  

 	
  

 	
 MEDICAL PROBE DEVICE WITH OPTIC VIEWING CAPABILITY



 	
  

 	
  

 	
 08/062364

 	
  

 	
  

 	
 5/13/1993

 	
  

 	
  

 	
 7/25/1995

 	
  

 	
  

 	
 10999.00

 	
  

 	
  

 	
 Y

 
	
 5470308

 Z

 	
  

 	
  

 	
 MEDICAL PROBE WITH BIOPSY STYLET



 	
  

 	
  

 	
 08/155975

 	
  

 	
  

 	
 11/19/1993

 	
  

 	
  

 	
 11/28/1995

 	
  

 	
  

 	
 11006.00

 	
  

 	
  

 	
 Y

 
	
 5470309

 Z

 	
  

 	
  

 	
 MEDICAL ABLATION APPARATUS UTILIZING A HEATED STYLET



 	
  

 	
  

 	
 08/180512

 	
  

 	
  

 	
 1/12/1994

 	
  

 	
  

 	
 11/28/1995

 	
  

 	
  

 	
 11010.00

 	
  

 	
  

 	
 Y

 
	
 5531676

 Z

 	
  

 	
  

 	
 MEDICAL PROBE DEVICE

 



 	
  

 	
  

 	
 08/313715

 	
  

 	
  

 	
 9/27/1994

 	
  

 	
  

 	
 7/2/1996

 	
  

 	
  

 	
 10821.24

 	
  

 	
  

 	
 Y

 
	
 5531677

 Z

 	
  

 	
  

 	
 STEERABLE MEDICAL PROBE WITH STYLETS



 	
  

 	
  

 	
 08/420304

 	
  

 	
  

 	
 4/11/1995

 	
  

 	
  

 	
 7/2/1996

 	
  

 	
  

 	
 11002.01

 	
  

 	
  

 	
 Y

 
	
 5536240

 Z

 	
  

 	
  

 	
 MEDICAL PROBE DEVICE AND METHOD



 	
  

 	
  

 	
 08/313719

 	
  

 	
  

 	
 9/27/1994

 	
  

 	
  

 	
 7/16/1996

 	
  

 	
  

 	
 10821.23

 	
  

 	
  

 	
 Y

 
	
 5540655

 Z

 	
  

 	
  

 	
 BPH ABLATION METHOD AND APPARATUS



 	
  

 	
  

 	
 08/368936

 	
  

 	
  

 	
 1/5/1995

 	
  

 	
  

 	
 7/30/1996

 	
  

 	
  

 	
 11001.09

 	
  

 	
  

 	
 Y

 
	
 5542915

 Z

 	
  

 	
  

 	
 THERMAL MAPPING CATHETER WITH ULTRASOUND PROBE



 	
  

 	
  

 	
 08/180511

 	
  

 	
  

 	
 1/12/1994

 	
  

 	
  

 	
 8/6/1996

 	
  

 	
  

 	
 11011.00

 	
  

 	
  

 	
 Y

 
	
 5542916

 	
  

 	
  

 	
 DUAL-CHANNEL RF POWER DELIVERY SYSTEM



 	
  

 	
  

 	
 08/314190

 	
  

 	
  

 	
 9/28/1994

 	
  

 	
  

 	
 8/6/1996

 	
  

 	
  

 	
 10821.30

 	
  

 	
  

 	
 Y

 
	
 5545171

 	
  

 	
  

 	
 ANASTOMOSIS CATHETER



 	
  

 	
  

 	
 08/310,684

 	
  

 	
  

 	
 9/22/1994

 	
  

 	
  

 	
 8/13/1996

 	
  

 	
  

 	
 11328.00

 	
  

 	
  

 	
 N

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Patent

 Number



 	
  

 	
  

 	
 Title

 	
  

 	
  

 	
 Serial Number

 	
  

 	
  

 	
 Filing Date

 	
  

 	
  

 	
 Issue Date

 	
  

 	
  

 	
 Docket No.

 	
  

 	
  

 	
 Designated

 Y/N

 
	
 5549644

 Z

 	
  

 	
  

 	
 TRANSURETHRAL NEEDLE ABLATION DEVICE WITH CYSTOSCOPE
 AND METHOD FOR TREATMENT OF THE PROSTATE

 	
  

 	
  

 	
 08/191258

 	
  

 	
  

 	
 2/2/1994

 	
  

 	
  

 	
 8/27/1996

 	
  

 	
  

 	
 11033.00

 	
  

 	
  

 	
 Y

 
	
 5554110

 Z

 	
  

 	
  

 	
 MEDICAL ABLATION APPARATUS

 


 	
  

 	
  

 	
 08/180578

 	
  

 	
  

 	
 1/12/1994

 	
  

 	
  

 	
 9/10/1996

 	
  

 	
  

 	
 11012.00

 	
  

 	
  

 	
 Y

 
	
 5556377

 Z

 	
  

 	
  

 	
 MEDICAL PROBE APPARATUS WITH LASER AND/OR MICROWAVE
 MONOLITHIC INTEGRATED CIRCUIT PROBE

 	
  

 	
  

 	
 08/172448

 	
  

 	
  

 	
 12/22/1993

 	
  

 	
  

 	
 9/17/1996

 	
  

 	
  

 	
 11008.00

 	
  

 	
  

 	
 Y

 
	
 5558673



 	
  

 	
  

 	
 MEDICAL PROBE DEVICE AND METHOD HAVING A FLEXIBLE
 RESILIENT TAPE STYLET

 	
  

 	
  

 	
 08/316318

 	
  

 	
  

 	
 9/30/1994

 	
  

 	
  

 	
 9/24/1996

 	
  

 	
  

 	
 10824.00

 	
  

 	
  

 	
 Y

 
	
 5582589

 Z

 	
  

 	
  

 	
 MEDICAL PROBE WITH STYLETS

 


 	
  

 	
  

 	
 08/465718

 	
  

 	
  

 	
 6/6/1995

 	
  

 	
  

 	
 12/10/1996

 	
  

 	
  

 	
 11000.02

 	
  

 	
  

 	
 Y

 
	
 5588960

 Z

 	
  

 	
  

 	
 TRANSURETHRAL NEEDLE DELIVERY DEVICE WITH CYTOSCOPE
 AND METHOD FOR TREATMENT OF URINARY INCONTINENCE

 	
  

 	
  

 	
 08/349064

 	
  

 	
  

 	
 12/1/1994

 	
  

 	
  

 	
 12/31/1996

 	
  

 	
  

 	
 10825.00

 	
  

 	
  

 	
 Y

 
	
 5591125

 Z

 	
  

 	
  

 	
 MEDICAL PROBE WITH STYLETS

 


 	
  

 	
  

 	
 08/470621

 	
  

 	
  

 	
 6/6/1995

 	
  

 	
  

 	
 1/7/1997

 	
  

 	
  

 	
 11000.03

 	
  

 	
  

 	
 Y

 
	
 5599294

 Z

 	
  

 	
  

 	
 MICROWAVE PROBE DEVICE AND METHOD



 	
  

 	
  

 	
 08/320848

 	
  

 	
  

 	
 10/7/1994

 	
  

 	
  

 	
 2/4/1997

 	
  

 	
  

 	
 11009.01

 	
  

 	
  

 	
 Y

 
	
 5599295

 Z

 	
  

 	
  

 	
 MEDICAL PROBE APPARATUS WITH ENHANCED RF, RESISTANCE
 HEATING, AND MICROWAVE ABLATION CAPABILITIES

 	
  

 	
  

 	
 08/555519

 	
  

 	
  

 	
 11/8/1995

 	
  

 	
  

 	
 2/4/1997

 	
  

 	
  

 	
 11007.01

 	
  

 	
  

 	
 Y

 
	
 5601591



 	
  

 	
  

 	
 STENT FOR USE IN PROSTATIC URETHRA, APPARATUS AND
 PLACEMENT DEVICE FOR SAME AND METHOD

 	
  

 	
  

 	
 08/310976

 	
  

 	
  

 	
 9/23/1994

 	
  

 	
  

 	
 2/11/1997

 	
  

 	
  

 	
 10826.00

 	
  

 	
  

 	
 Y

 
	
 5607389

 Z

 	
  

 	
  

 	
 MEDICAL PROBE WITH BIOPSY STYLET

 


 	
  

 	
  

 	
 08/563787

 	
  

 	
  

 	
 11/27/1995

 	
  

 	
  

 	
 3/4/1997

 	
  

 	
  

 	
 11006.01

 	
  

 	
  

 	
 Y

 
	
 5630794



 	
  

 	
  

 	
 CATHETER TIP AND METHOD OF MANUFACTURING



 	
  

 	
  

 	
 08/311090

 	
  

 	
  

 	
 9/23/1994

 	
  

 	
  

 	
 5/20/1997

 	
  

 	
  

 	
 11015.00

 	
  

 	
  

 	
 Y

 
	
 5667488



 	
  

 	
  

 	
 TRANSURETHRAL NEEDLE ABLATION DEVICE AND METHOD FOR
 TREATMENT OF THE PROSTATE

 	
  

 	
  

 	
 08/377645

 	
  

 	
  

 	
 1/25/1995

 	
  

 	
  

 	
 9/16/1997

 	
  

 	
  

 	
 11005.00

 	
  

 	
  

 	
 Y

 
	
 5672153



 	
  

 	
  

 	
 MEDICAL PROBE DEVICE AND METHOD



 	
  

 	
  

 	
 08/311814

 	
  

 	
  

 	
 9/26/1994

 	
  

 	
  

 	
 9/30/1997

 	
  

 	
  

 	
 11013.00

 	
  

 	
  

 	
 Y

 
	
 5681277

 Z

 	
  

 	
  

 	
 MEDICAL PROBE DEVICE WITH OPTICAL VIEWING CAPABILITY



 	
  

 	
  

 	
 08/625744

 	
  

 	
  

 	
 3/29/1996

 	
  

 	
  

 	
 10/28/1997

 	
  

 	
  

 	
 10999.04

 	
  

 	
  

 	
 Y

 
	
 5685839

 Z

 	
  

 	
  

 	
 THERMAL MAPPING CATHETER WITH ULTRASOUND PROBE



 	
  

 	
  

 	
 08/439191

 	
  

 	
  

 	
 5/11/1995

 	
  

 	
  

 	
 11/11/1997

 	
  

 	
  

 	
 11011.01

 	
  

 	
  

 	
 Y

 
	
 5720718

 Z

 	
  

 	
  

 	
 MEDICAL PROBE APPARATUS WITH ENHANCED RF, RESISTANCE
 HEATING AND MICROWAVE ABLATION CAPABILITIES

 	
  

 	
  

 	
 08/178176

 	
  

 	
  

 	
 1/6/1994

 	
  

 	
  

 	
 2/24/1998

 	
  

 	
  

 	
 11007.00

 	
  

 	
  

 	
 Y

 
	
 5720719



 	
  

 	
  

 	
 ABLATIVE CATHETER WITH CONFORMABLE BODY



 	
  

 	
  

 	
 08/311820

 	
  

 	
  

 	
 9/26/1994

 	
  

 	
  

 	
 2/24/1998

 	
  

 	
  

 	
 11014.00

 	
  

 	
  

 	
 Y

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Patent

 Number



 	
  

 	
  

 	
 Title

 	
  

 	
  

 	
 Serial Number

 	
  

 	
  

 	
 Filing Date

 	
  

 	
  

 	
 Issue Date

 	
  

 	
  

 	
 Docket No.

 	
  

 	
  

 	
 Designated

 Y/N

 
	
 5749846

 Z

 	
  

 	
  

 	
 MEDICAL PROBE DEVICE WITH OPTICAL VIEWING CAPABILITY



 	
  

 	
  

 	
 08/485802

 	
  

 	
  

 	
 6/7/1995

 	
  

 	
  

 	
 5/12/1998

 	
  

 	
  

 	
 10999.01

 	
  

 	
  

 	
 Y

 
	
 5762626

 Z

 	
  

 	
  

 	
 TRANSURETHRAL NEEDLE ABLATION DEVICE WITH CYSTOSCOPE
 AND METHOD FOR TREATMENT OF THE PROSTATE

 	
  

 	
  

 	
 08/701887

 	
  

 	
  

 	
 8/23/1996

 	
  

 	
  

 	
 6/9/1998

 	
  

 	
  

 	
 11003.00

 	
  

 	
  

 	
 Y

 
	
 5800378

 Z

 	
  

 	
  

 	
 MEDICAL PROBE DEVICE AND METHOD



 	
  

 	
  

 	
 08/618583

 	
  

 	
  

 	
 3/20/1996

 	
  

 	
  

 	
 9/1/1998

 	
  

 	
  

 	
 10821.25

 	
  

 	
  

 	
 Y

 
	
 5807309



 	
  

 	
  

 	
 TRANSURETHRAL NEEDLE ABLATION DEVICE AND METHOD FOR
 THE TREATMENT OF THE PROSTATE

 	
  

 	
  

 	
 08/790094

 	
  

 	
  

 	
 1/29/1997

 	
  

 	
  

 	
 9/15/1998

 	
  

 	
  

 	
 11005.01

 	
  

 	
  

 	
 Y

 
	
 5843026

 Z

 	
  

 	
  

 	
 BPH ABLATION METHOD AND APPARATUS



 	
  

 	
  

 	
 08/652783

 	
  

 	
  

 	
 5/23/1996

 	
  

 	
  

 	
 12/1/1998

 	
  

 	
  

 	
 11001.12

 	
  

 	
  

 	
 Y

 
	
 5848986

 Z

 	
  

 	
  

 	
 MEDICAL PROBE WITH ELECTRODE GUIDE FOR TRANSURETHRAL
 ABLATION



 	
  

 	
  

 	
 08/667452

 	
  

 	
  

 	
 6/21/1996

 	
  

 	
  

 	
 12/15/1998

 	
  

 	
  

 	
 11002.07

 	
  

 	
  

 	
 Y

 
	
 5849011



 	
  

 	
  

 	
 MEDICAL DEVICE WITH TRIGGER ACTUATION ASSEMBLY



 	
  

 	
  

 	
 08/588452

 	
  

 	
  

 	
 1/18/1996

 	
  

 	
  

 	
 12/15/1998

 	
  

 	
  

 	
 10827.01

 	
  

 	
  

 	
 Y

 
	
 5865788

 Z

 	
  

 	
  

 	
 SELF-CONTAINED POWER SUPPLY AND MONITORING STATION FOR
 RF TISSUE ABLATION

 	
  

 	
  

 	
 08/652775

 	
  

 	
  

 	
 5/23/1996

 	
  

 	
  

 	
 2/2/1999

 	
  

 	
  

 	
 11001.12

 	
  

 	
  

 	
 Y

 
	
 5871481



 	
  

 	
  

 	
 TISSUE ABLATION APPARATUS AND METHOD



 	
  

 	
  

 	
 08/833982

 	
  

 	
  

 	
 4/11/1997

 	
  

 	
  

 	
 2/16/1999

 	
  

 	
  

 	
 10828.00

 	
  

 	
  

 	
 Y

 
	
 5873877



 	
  

 	
  

 	
 MEDICAL PROBE DEVICE WITH TRANSPARENT DISTAL EXTREMITY



 	
  

 	
  

 	
 08/835956

 	
  

 	
  

 	
 4/11/1997

 	
  

 	
  

 	
 2/23/1999

 	
  

 	
  

 	
 10829.00

 	
  

 	
  

 	
 Y

 
	
 5895370



 	
  

 	
  

 	
 MEDICAL PROBE WITH STYLETS

 


 	
  

 	
  

 	
 08/779421

 	
  

 	
  

 	
 1/7/1997

 	
  

 	
  

 	
 4/20/1999

 	
  

 	
  

 	
 11000.04

 	
  

 	
  

 	
 Y

 
	
 5964727

 Z

 	
  

 	
  

 	
 MEDICAL PROBE DEVICE AND METHOD



 	
  

 	
  

 	
 08/998044

 	
  

 	
  

 	
 12/24/1997

 	
  

 	
  

 	
 10/12/1999

 	
  

 	
  

 	
 10821.28

 	
  

 	
  

 	
 v

 
	
 5964756



 	
  

 	
  

 	
 TRANSURETHRAL NEEDLE ABLATION DEVICE WITH REPLACEABLE
 STYLET CARTRIDGE

 	
  

 	
  

 	
 08/833984

 	
  

 	
  

 	
 4/11/1997

 	
  

 	
  

 	
 10/12/1999

 	
  

 	
  

 	
 11016.00

 	
  

 	
  

 	
 Y

 
	
 6022334

 Z

 	
  

 	
  

 	
 MEDICAL PROBE DEVICE WITH OPTICAL VIEWING CAPABILITY



 	
  

 	
  

 	
 09/062299

 	
  

 	
  

 	
 4/17/1998

 	
  

 	
  

 	
 2/8/2000

 	
  

 	
  

 	
 10999.02

 	
  

 	
  

 	
 Y

 
	
 6102886

 Z

 	
  

 	
  

 	
 STEERABLE MEDICAL PROBE WITH STYLETS



 	
  

 	
  

 	
 09/085313

 	
  

 	
  

 	
 5/27/1998

 	
  

 	
  

 	
 8/15/2000

 	
  

 	
  

 	
 11002.08

 	
  

 	
  

 	
 Y

 
	
 6129726

 Z

 	
  

 	
  

 	
 MEDICAL PROBE DEVICE AND METHOD



 	
  

 	
  

 	
 09/270946

 	
  

 	
  

 	
 3/17/1999

 	
  

 	
  

 	
 10/10/2000

 	
  

 	
  

 	
 10821.29

 	
  

 	
  

 	
 Y

 
	
 6193714



 	
  

 	
  

 	
 MEDICAL PROBE DEVICE WITH TRANSPARENT DISTAL EXTREMITY



 	
  

 	
  

 	
 09/255361

 	
  

 	
  

 	
 2/23/1999

 	
  

 	
  

 	
 2/27/2001

 	
  

 	
  

 	
 10829.01

 	
  

 	
  

 	
 Y

 
	
 6206847



 	
  

 	
  

 	
 MEDICAL PROBE WITH STYLETS

 


 	
  

 	
  

 	
 09/270811

 	
  

 	
  

 	
 3/17/1999

 	
  

 	
  

 	
 3/27/2001

 	
  

 	
  

 	
 11000.05

 	
  

 	
  

 	
 Y

 
	
 6241702

 Z

 	
  

 	
  

 	
 RADIO FREQUENCY ABLATION DEVICE FOR TREATMENT OF THE
 PROSTATE



 	
  

 	
  

 	
 09/094255

 	
  

 	
  

 	
 6/9/1998

 	
  

 	
  

 	
 6/5/2001

 	
  

 	
  

 	
 11003.02

 	
  

 	
  

 	
 Y

 
	
 6419653

 Z

 	
  

 	
  

 	
 MEDICAL PROBE DEVICE AND METHOD



 	
  

 	
  

 	
 09019351

 	
  

 	
  

 	
 02/05/1998

 	
  

 	
  

 	
 07/26/2002

 	
  

 	
  

 	
 10821.26

 	
  

 	
  

 	
 Y

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Patent

 Number



 	
  

 	
  

 	
 Title

 	
  

 	
  

 	
 Serial Number

 	
  

 	
  

 	
 Filing Date

 	
  

 	
  

 	
 Issue Date

 	
  

 	
  

 	
 Docket No.

 	
  

 	
  

 	
 Designated

 Y/N

 
	
 6464661

 Z



 	
  

 	
  

 	
 MEDICAL PROBE WITH STYLETS



 	
  

 	
  

 	
 09819151

 	
  

 	
  

 	
 03/27/2001

 	
  

 	
  

 	
 10/15/2002

 	
  

 	
  

 	
 11000.06

 	
  

 	
  

 	
 Y

 
	
 6514247



 	
  

 	
  

 	
 TRANSURETHRAL NEEDLE ABLATION DEVICE WITH ALIGNED HANDLE



 	
  

 	
  

 	
 09416206

 	
  

 	
  

 	
 10/08/1999

 	
  

 	
  

 	
 02/04/2003

 	
  

 	
  

 	
 10822.08

 	
  

 	
  

 	
 Y

 
	
 6551300



 	
  

 	
  

 	
 DEVICE AND METHOD FOR DELIVERY OF TOPICALLY APPLIED
 LOCAL ANESTHETIC TO WALL FORMING A PASSAGE IN TISSUE

 	
  

 	
  

 	
 09680388

 	
  

 	
  

 	
 10/04/2000

 	
  

 	
  

 	
 04/22/2003

 	
  

 	
  

 	
 10835.00

 	
  

 	
  

 	
 Y

 
	
 6607529



 	
  

 	
  

 	
 ELECTROSURGICAL DEVICE AND METHOD



 	
  

 	
  

 	
 08492272

 	
  

 	
  

 	
 06/19/1995

 	
  

 	
  

 	
 08/19/2003

 	
  

 	
  

 	
 10827.00

 	
  

 	
  

 	
 Y

 
	
 6610054

 Z

 	
  

 	
  

 	
 MEDICAL PROBE DEVICE AND METHOD



 	
  

 	
  

 	
 08757282

 	
  

 	
  

 	
 11/27/1996

 	
  

 	
  

 	
 08/23/2003

 	
  

 	
  

 	
 11039.01

 	
  

 	
  

 	
 Y

 
	
 6638275



 	
  

 	
  

 	
 BIPOLAR ABLATION APPARATUS AND METHOD



 	
  

 	
  

 	
 09684376

 	
  

 	
  

 	
 10/05/2000

 	
  

 	
  

 	
 10/28/2003

 	
  

 	
  

 	
 10834.00

 	
  

 	
  

 	
 Y

 
	
 6730079



 	
  

 	
  

 	
 METHOD FOR CALCULATING IMPEDANCE AND APPARATUS
 UTILIZING SAME



 	
  

 	
  

 	
  

 	
  

 	
  

 	
 07/22/2002

 	
  

 	
  

 	
 05/04/2004

 	
  

 	
  

 	
 10988.00

 	
  

 	
  

 	
 Y

 
	
 6814712

 Z

 	
  

 	
  

 	
 MEDICAL PROBE DEVICE AND METHOD



 	
  

 	
  

 	
 08723588

 	
  

 	
  

 	
 10/01/1996

 	
  

 	
  

 	
 11/09/2004

 	
  

 	
  

 	
 11039.00

 	
  

 	
  

 	
 Y

 
	
 6852091

 Z

 	
  

 	
  

 	
 MEDICAL PROBE DEVICE AND METHOD



 	
  

 	
  

 	
 10124225

 	
  

 	
  

 	
 04/15/2002

 	
  

 	
  

 	
 02/08/2005

 	
  

 	
  

 	
 10821.27

 	
  

 	
  

 	
 Y

 
	
 6855141



 	
  

 	
  

 	
 METHOD FOR MONITORING IMPEDANCE TO CONTROL POWER AND
 APPARATUS UTILIZING SAME

 	
  

 	
  

 	
 10201424

 	
  

 	
  

 	
 7/22/2002

 	
  

 	
  

 	
 02/15/2005

 	
  

 	
  

 	
 10989.00

 	
  

 	
  

 	
 Y

 
	
 6887237



 	
  

 	
  

 	
 METHOD FOR TREATING TISSUE WITH A WET ELECTRODE AND
 APPARATUS FOR USING SAME

 	
  

 	
  

 	
 10201502

 	
  

 	
  

 	
 07/22/2002

 	
  

 	
  

 	
 05/03/2005

 	
  

 	
  

 	
 10990.00

 	
  

 	
  

 	
 Y

 
	
 70411211



 	
  

 	
  

 	
 APPARATUS FOR TREATING PROSTATE CANCER AND METHOD FOR
 SAME



 	
  

 	
  

 	
 10/356,226

 	
  

 	
  

 	
 1/31/2003

 	
  

 	
  

 	
 5/9/2006

 	
  

 	
  

 	
 10833.00

 	
  

 	
  

 	
 Y

 
	
 7201731

 Z

 	
  

 	
  

 	
 TREATMENT DEVICE WITH GUIDABLE NEEDLE



 	
  

 	
  

 	
 09553738

 	
  

 	
  

 	
 04/20/2000

 	
  

 	
  

 	
 04/10/2007

 	
  

 	
  

 	
 11002.09

 	
  

 	
  

 	
 Y

 
	
 7387626

 Z

 	
  

 	
  

 	
 MEDICAL PROBE AND METHOD

 



 	
  

 	
  

 	
 10/910,333

 	
  

 	
  

 	
 08/03/2004

 	
  

 	
  

 	
 06/17/2008

 	
  

 	
  

 	
 10821.31

 	
  

 	
  

 	
 Y

 






	
  

 	
  

 
	
 1

 	
 No record of assignment by 1 inventor- Medtronic
 VidaMed only joint owner

 









VIDAMED OUS PATENTS AND PATENT APPLICATIONS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title

 	
  

 	
  

 	
 Serial

 Number

 	
  

 	
  

 	
 Filing Date

 	
  

 	
  

 	
 Patent Number/

 Status

 	
  

 	
  

 	
 Issue Date

 	
  

 	
  

 	
 Country Name

 	
  

 	
  

 	
 Designated

 Y/N

 
	
 MEDICAL PROBE DEVICE AND
 METHOD

 	
  

 	
  

 	
 P4305663.6

 	
  

 	
  

 	
 2/24/1993

 	
  

 	
  

 	
 4305663

 	
  

 	
  

 	
 11/23/1995

 	
  

 	
  

 	
 Fed. Republic

 of Germany

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE DEVICE AND
 METHOD

 	
  

 	
  

 	
 9302052

 	
  

 	
  

 	
 2/23/1993

 	
  

 	
  

 	
 9302052

 	
  

 	
  

 	
 6/9/1995

 	
  

 	
  

 	
 France

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE DEVICE AND
 METHOD

 	
  

 	
  

 	
 934905

 	
  

 	
  

 	
 8/12/1993

 	
  

 	
  

 	
 189964

 	
  

 	
  

 	
 10/1/1998

 	
  

 	
  

 	
 Mexico

 	
  

 	
  

 	
 N

 
	
 MEDICAL PROBE DEVICE AND
 METHOD

 	
  

 	
  

 	
 93919928.7

 	
  

 	
  

 	
 8/11/1993

 	
  

 	
  

 	
 69301143

 	
  

 	
  

 	
 12/27/1995

 	
  

 	
  

 	
 Fed. Republic

 of Germany

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE DEVICE AND
 METHOD

 	
  

 	
  

 	
 93919928.7

 	
  

 	
  

 	
 8/11/1993

 	
  

 	
  

 	
 611314

 	
  

 	
  

 	
 12/27/1995

 	
  

 	
  

 	
 European

 Patent Office

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE DEVICE AND
 METHOD

 	
  

 	
  

 	
 93919928.7

 	
  

 	
  

 	
 8/11/1993

 	
  

 	
  

 	
 611314

 	
  

 	
  

 	
 12/27/1995

 	
  

 	
  

 	
 France

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE DEVICE AND
 METHOD

 	
  

 	
  

 	
 94110579.3

 	
  

 	
  

 	
 8/11/1993

 	
  

 	
  

 	
 69325164

 	
  

 	
  

 	
 6/2/1999

 	
  

 	
  

 	
 Fed. Republic

 of Germany

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE DEVICE AND
 METHOD

 	
  

 	
  

 	
 94110579.3

 	
  

 	
  

 	
 8/11/1993

 	
  

 	
  

 	
 629382

 	
  

 	
  

 	
 6/2/1999

 	
  

 	
  

 	
 European

 Patent Office

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE DEVICE AND
 METHOD

 	
  

 	
  

 	
 94110579.3

 	
  

 	
  

 	
 8/11/1993

 	
  

 	
  

 	
 629382

 	
  

 	
  

 	
 6/2/1999

 	
  

 	
  

 	
 France

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE DEVICE AND
 METHOD

 	
  

 	
  

 	
 98120374.8

 	
  

 	
  

 	
 8/11/1993

 	
  

 	
  

 	
 0893101

 	
  

 	
  

 	
 4/7/2004

 	
  

 	
  

 	
 European

 Patent Office

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE DEVICE AND
 METHOD

 	
  

 	
  

 	
 98120374.8

 	
  

 	
  

 	
 8/11/1993

 	
  

 	
  

 	
 0893101

 	
  

 	
  

 	
 4/7/2004

 	
  

 	
  

 	
 France

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE DEVICE AND
 METHOD

 	
  

 	
  

 	
 98120374.8

 	
  

 	
  

 	
 8/11/1993

 	
  

 	
  

 	
 69333480

 	
  

 	
  

 	
 4/7/2004

 	
  

 	
  

 	
 Germany

 	
  

 	
  

 	
 Y

 
	
 TRANSURETHRAL NEEDLE
 ABLATION DEVICE WITH REPLACEABLE STYLET CARTRIDGE

 	
  

 	
  

 	
 98915456.2

 	
  

 	
  

 	
 4/8/1998

 	
  

 	
  

 	
 1006909

 	
  

 	
  

 	
 1/24/2007

 	
  

 	
  

 	
 European

 Patent Office

 	
  

 	
  

 	
 Y

 
	
 TRANSURETHRAL NEEDLE
 ABLATION DEVICE WITH REPLACEABLE STYLET CARTRIDGE

 	
  

 	
  

 	
 98915456.2

 	
  

 	
  

 	
 4/8/1998

 	
  

 	
  

 	
 1006909

 	
  

 	
  

 	
 1/24/2007

 	
  

 	
  

 	
 France

 	
  

 	
  

 	
 Y

 
	
 TRANSURETHRAL NEEDLE
 ABLATION DEVICE WITH REPLACEABLE STYLET CARTRIDGE

 	
  

 	
  

 	
 98915456.2

 	
  

 	
  

 	
 4/8/1998

 	
  

 	
  

 	
 1006909

 	
  

 	
  

 	
 1/24/2007

 	
  

 	
  

 	
 Germany

 	
  

 	
  

 	
 N

 
	
 TRANSURETHRAL NEEDLE
 ABLATION DEVICE WITH REPLACEABLE STYLET CARTRIDGE

 	
  

 	
  

 	
 500177

 	
  

 	
  

 	
 4/8/1998

 	
  

 	
  

 	
 500177

 	
  

 	
  

 	
 7/12/2001

 	
  

 	
  

 	
 New Zealand

 	
  

 	
  

 	
 N

 
	
 TRANSURETHRAL NEEDLE
 DELIVERY DEVICE WITH CYSTOSCOPE AND METHOD FOR TREATMENT OF URINARY
 INCONTINENCE

 	
  

 	
  

 	
 95942935.8

 	
  

 	
  

 	
 11/30/1995

 	
  

 	
  

 	
 0797409

 	
  

 	
  

 	
 06/16/2004

 	
  

 	
  

 	
 European

 Patent Office

 	
  

 	
  

 	
 Y

 
	
 TRANSURETHRAL NEEDLE
 DELIVERY DEVICE WITH CYSTOSCOPE AND METHOD FOR TREATMENT OF URINARY
 INCONTINENCE

 	
  

 	
  

 	
 95942935.8

 	
  

 	
  

 	
 11/30/1995

 	
  

 	
  

 	
 0797409

 	
  

 	
  

 	
 06/16/2004

 	
  

 	
  

 	
 France

 	
  

 	
  

 	
 Y

 
	
 TRANSURETHRAL NEEDLE
 DELIVERY DEVICE WITH 

 	
  

 	
  

 	
 95942935.8

 	
  

 	
  

 	
 11/30/1995

 	
  

 	
  

 	
 0797409

 	
  

 	
  

 	
 06/16/2004

 	
  

 	
  

 	
 Germany

 	
  

 	
  

 	
 N

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title

 	
  

 	
  

 	
 Serial

 Number

 	
  

 	
  

 	
 Filing Date

 	
  

 	
  

 	
 Patent Number/

 Status

 	
  

 	
  

 	
 Issue Date

 	
  

 	
  

 	
 Country Name

 	
  

 	
  

 	
 Designated

 Y/N

 
	
 CYSTOSCOPE AND METHOD FOR
 TREATMENT OF URINARY INCONTINENCE

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ELECTROSURGICAL DEVICE WITH
 TRIGGER ACTUATION ASSEMBLY AND METHOD

 	
  

 	
  

 	
 96921652.2

 	
  

 	
  

 	
 6/17/1996

 	
  

 	
  

 	
 0833591

 	
  

 	
  

 	
 11/05/2003

 	
  

 	
  

 	
 European

 Patent Office

 	
  

 	
  

 	
 Y

 
	
 ELECTROSURGICAL DEVICE WITH
 TRIGGER ACTUATION ASSEMBLY AND METHOD

 	
  

 	
  

 	
 96921652.2

 	
  

 	
  

 	
 6/17/1996

 	
  

 	
  

 	
 0833591

 	
  

 	
  

 	
 11/05/2003

 	
  

 	
  

 	
 France

 	
  

 	
  

 	
 Y

 
	
 ELECTROSURGICAL DEVICE WITH
 TRIGGER ACTUATION ASSEMBLY AND METHOD

 	
  

 	
  

 	
 96921652.2

 	
  

 	
  

 	
 6/17/1996

 	
  

 	
  

 	
 0833591

 	
  

 	
  

 	
 11/05/2003

 	
  

 	
  

 	
 Germany

 	
  

 	
  

 	
 Y

 
	
 BIPOLAR ABLATION APPARATUS
 AND METHOD

 	
  

 	
  

 	
 90124559

 	
  

 	
  

 	
 10/4/2001

 	
  

 	
  

 	
 165512

 	
  

 	
  

 	
 03/06/2003

 	
  

 	
  

 	
 Taiwan

 	
  

 	
  

 	
 N

 
	
 BIPOLAR ABLATION APPARATUS
 AND METHOD

 	
  

 	
  

 	
 01977536.0

 	
  

 	
  

 	
 10/5/2001

 	
  

 	
  

 	
 1324712

 	
  

 	
  

 	
 01/02/2009

 	
  

 	
  

 	
 European

 Patent Office

 	
  

 	
  

 	
 Y

 
	
 BIPOLAR ABLATION APPARATUS
 AND METHOD

 	
  

 	
  

 	
 01977536.0

 	
  

 	
  

 	
 10/5/2001

 	
  

 	
  

 	
 1324712

 	
  

 	
  

 	
 01/02/2009

 	
  

 	
  

 	
 Germany

 	
  

 	
  

 	
 N

 
	
 BIPOLAR ABLATION APPARATUS
 AND METHOD

 	
  

 	
  

 	
 01977536.0

 	
  

 	
  

 	
 10/5/2001

 	
  

 	
  

 	
 1324712

 	
  

 	
  

 	
 01/02/2009

 	
  

 	
  

 	
 France

 	
  

 	
  

 	
 Y

 
	
 DEVICE AND METHOD FOR
 DELIVERY OF TOPICALLY APPLIED LOCAL ANESTHETIC TO WALL FORMING A PASSAGE IN
 TISSUE

 	
  

 	
  

 	
 01977579.0

 	
  

 	
  

 	
 10/4/2001

 	
  

 	
  

 	
 Pending

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 European

 Patent Office

 	
  

 	
  

 	
 Y

 
	
 METHOD FOR TREATING TISSUE
 WITH A WET ELECTRODE AND APPARATUS USING SAME



 	
  

 	
  

 	
 03765898.6

 	
  

 	
  

 	
 07/22/2003

 	
  

 	
  

 	
 Pending Abandoned

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 European

 Patent Office

 	
  

 	
  

 	
 To Be Allowed to go
 abandoned, divisional application filed

 
	
 METHOD FOR TREATING TISSUE
 WITH A WET ELECTRODE AND APPARATUS USING SAME

 	
  

 	
  

 	
 11163675.9

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Pending

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 European

 Patent Office

 	
  

 	
  

 	
 Not yet published-

 
	
 MEDICAL PROBE DEVICE WITH
 OPTICAL VIEWING CAPABILITY

 	
  

 	
  

 	
 P4416902.7

 	
  

 	
  

 	
 5/13/1994

 	
  

 	
  

 	
 4416902

 	
  

 	
  

 	
 11/30/2005

 	
  

 	
  

 	
 Fed. Republic

 of Germany

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE DEVICE WITH
 OPTICAL VIEWING CAPABILITY

 	
  

 	
  

 	
 9405852

 	
  

 	
  

 	
 5/11/1994

 	
  

 	
  

 	
 2705242

 	
  

 	
  

 	
 11/10/1995

 	
  

 	
  

 	
 France

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE DEVICE WITH
 OPTICAL VIEWING CAPABILITY

 	
  

 	
  

 	
 94303422.3

 	
  

 	
  

 	
 5/12/1994

 	
  

 	
  

 	
 69423826.0

 	
  

 	
  

 	
 4/5/2000

 	
  

 	
  

 	
 Fed. Republic

 of Germany

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE DEVICE WITH
 OPTICAL VIEWING CAPABILITY

 	
  

 	
  

 	
 94303422.3

 	
  

 	
  

 	
 5/12/1994

 	
  

 	
  

 	
 0637436

 	
  

 	
  

 	
 4/5/2000

 	
  

 	
  

 	
 European

 Patent Office

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE DEVICE WITH
 OPTICAL VIEWING CAPABILITY

 	
  

 	
  

 	
 94303422.3

 	
  

 	
  

 	
 5/12/1994

 	
  

 	
  

 	
 0637436

 	
  

 	
  

 	
 4/5/2000

 	
  

 	
  

 	
 France

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE DEVICE



 	
  

 	
  

 	
 P4416840.3

 	
  

 	
  

 	
 5/13/1994

 	
  

 	
  

 	
 P4416840

 	
  

 	
  

 	
 8/4/2005

 	
  

 	
  

 	
 Germany

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE WITH STYLETS

 	
  

 	
  

 	
 94303423.1

 	
  

 	
  

 	
 5/12/1994

 	
  

 	
  

 	
 69423814.7

 	
  

 	
  

 	
 04/05/2000

 	
  

 	
  

 	
 Fed. Republic

 of Germany

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE WITH STYLETS

 	
  

 	
  

 	
 94303423.1

 	
  

 	
  

 	
 5/12/1994

 	
  

 	
  

 	
 0628288

 	
  

 	
  

 	
 04/05/2000

 	
  

 	
  

 	
 Europe

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE WITH STYLETS

 	
  

 	
  

 	
 94303423.1

 	
  

 	
  

 	
 5/12/1994

 	
  

 	
  

 	
 0628288

 	
  

 	
  

 	
 04/05/2000

 	
  

 	
  

 	
 France

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE DEVICE

 	
  

 	
  

 	
 9405851

 	
  

 	
  

 	
 5/11/1994

 	
  

 	
  

 	
 2705241

 	
  

 	
  

 	
 1/12/1996

 	
  

 	
  

 	
 France

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE DEVICE

 	
  

 	
  

 	
 943536

 	
  

 	
  

 	
 5/12/1994

 	
  

 	
  

 	
 19740

 	
  

 	
  

 	
 08/07/2000

 	
  

 	
  

 	
 Mexico

 	
  

 	
  

 	
 N

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title

 	
  

 	
  

 	
 Serial

 Number

 	
  

 	
  

 	
 Filing Date

 	
  

 	
  

 	
 Patent Number/

 Status

 	
  

 	
  

 	
 Issue Date

 	
  

 	
  

 	
 Country Name

 	
  

 	
  

 	
 Designated

 Y/N

 
	
 MEDICAL PROBE DEVICE



 	
  

 	
  

 	
 83106245

 	
  

 	
  

 	
 7/8/1994

 	
  

 	
  

 	
 74351

 	
  

 	
  

 	
 2/23/1996

 	
  

 	
  

 	
 Taiwan

 	
  

 	
  

 	
 N

 
	
 BPH ABLATION METHOD AND
 APPARATUS

 	
  

 	
  

 	
 94917334.8

 	
  

 	
  

 	
 5/13/1994

 	
  

 	
  

 	
 0697837

 	
  

 	
  

 	
 12/04/2002

 	
  

 	
  

 	
 European

 Patent Office

 	
  

 	
  

 	
 Y

 
	
 BPH ABLATION METHOD AND
 APPARATUS

 	
  

 	
  

 	
 94917334.8

 	
  

 	
  

 	
 5/13/1994

 	
  

 	
  

 	
 0697837

 	
  

 	
  

 	
 12/04/2002

 	
  

 	
  

 	
 France

 	
  

 	
  

 	
 Y

 
	
 BPH ABLATION METHOD AND
 APPARATUS

 	
  

 	
  

 	
 94917334.8

 	
  

 	
  

 	
 5/13/1994

 	
  

 	
  

 	
 0697837

 	
  

 	
  

 	
 12/04/2002

 	
  

 	
  

 	
 Germany

 	
  

 	
  

 	
 Y

 
	
 BPH ABLATION METHOD AND
 APPARATUS

 	
  

 	
  

 	
 705153/95

 	
  

 	
  

 	
 5/13/1994

 	
  

 	
  

 	
 181538

 	
  

 	
  

 	
 12/8/1998

 	
  

 	
  

 	
 Korea (South)

 	
  

 	
  

 	
 N

 
	
 STEERABLE MEDICAL PROBE
 WITH STYLETS

 	
  

 	
  

 	
 P4423228.4

 	
  

 	
  

 	
 7/1/1994

 	
  

 	
  

 	
 4423228

 	
  

 	
  

 	
 12/03/2009

 	
  

 	
  

 	
 Fed. Republic

 of Germany

 	
  

 	
  

 	
 N

 
	
 STEERABLE MEDICAL PROBE
 WITH STYLETS

 	
  

 	
  

 	
 94305088.0

 	
  

 	
  

 	
 7/12/1994

 	
  

 	
  

 	
 69417206.5

 	
  

 	
  

 	
 3/17/1999

 	
  

 	
  

 	
 Fed. Republic

 of Germany

 	
  

 	
  

 	
 N

 
	
 STEERABLE MEDICAL PROBE
 WITH STYLETS

 	
  

 	
  

 	
 94305088.0

 	
  

 	
  

 	
 7/12/1994

 	
  

 	
  

 	
 667126

 	
  

 	
  

 	
 3/17/1999

 	
  

 	
  

 	
 European

 Patent Office

 	
  

 	
  

 	
 Y

 
	
 STEERABLE MEDICAL PROBE
 WITH STYLETS

 	
  

 	
  

 	
 94305088.0

 	
  

 	
  

 	
 7/12/1994

 	
  

 	
  

 	
 667126

 	
  

 	
  

 	
 3/17/1999

 	
  

 	
  

 	
 France

 	
  

 	
  

 	
 Y

 
	
 STEERABLE MEDICAL PROBE
 WITH STYLETS

 	
  

 	
  

 	
 9409822

 	
  

 	
  

 	
 8/8/1994

 	
  

 	
  

 	
 9409822

 	
  

 	
  

 	
 8/8/1994

 	
  

 	
  

 	
 France

 	
  

 	
  

 	
 Y

 
	
 TRANSURETHRAL NEEDLE
 ABLATION DEVICE WITH CYSTOSCOPE AND METHOD FOR TREATMENT OF THE PROSTATE

 	
  

 	
  

 	
 P4423216.0

 	
  

 	
  

 	
 7/1/1994

 	
  

 	
  

 	
 4423216.0-09

 	
  

 	
  

 	
 11/02/2006

 	
  

 	
  

 	
 Fed. Republic

 of Germany

 	
  

 	
  

 	
 Y

 
	
 TRANSURETHRAL NEEDLE
 ABLATION DEVICE WITH CYSTOSCOPE AND METHOD FOR TREATMENT OF THE PROSTATE

 	
  

 	
  

 	
 9409823

 	
  

 	
  

 	
 8/8/1994

 	
  

 	
  

 	
 94/09823

 	
  

 	
  

 	
 5/30/1997

 	
  

 	
  

 	
 France

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE WITH BIOPSY
 STYLET

 	
  

 	
  

 	
 95902568.5

 	
  

 	
  

 	
 11/21/1994

 	
  

 	
  

 	
 0729321

 	
  

 	
  

 	
 5/19/2004

 	
  

 	
  

 	
 European

 Patent Office

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE WITH BIOPSY
 STYLET

 	
  

 	
  

 	
 95902568.5

 	
  

 	
  

 	
 11/21/1994

 	
  

 	
  

 	
 0729321

 	
  

 	
  

 	
 5/19/2004

 	
  

 	
  

 	
 France

 	
  

 	
  

 	
 Y

 
	
 MEDICAL PROBE WITH BIOPSY
 STYLET

 	
  

 	
  

 	
 95902568.5

 	
  

 	
  

 	
 11/21/1994

 	
  

 	
  

 	
 0729321

 	
  

 	
  

 	
 5/19/2004

 	
  

 	
  

 	
 Germany

 	
  

 	
  

 	
 N

 



The patents identified above
with a “Z” are subject to the [* * *] Agreement and a [* * *]
for use in the treatment of cancers of the lower urinary tract and prostate.






EXHIBIT A
(PART 2)


MEDTRONIC, INC. PORTFOLIO


ISSUED US PATENTS



	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Patent

 Number



 	
  

 	
 Title

 	
  

 	
 Serial Number

 	
  

 	
 Filing Date

 	
  

 	
 Issue Date

 	
  

 	
 Docket No.

 	
  

 	
 Designated

 Y/N

 
	
 D551769

 	
  

 	
 Multiple Therapy Delivery Platform Device

 	
  

 	
 29/230,443

 	
  

 	
 5/20/2005

 	
  

 	
 9/25/2007

 	
  

 	
 23125.01

 	
  

 	
 Y

 
	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 
	
 D560280

 	
  

 	
 Multiple Therapy Delivery Platform Device

 	
  

 	
 29/289,391

 	
  

 	
 7/18/2007

 	
  

 	
 1/22/2008

 	
  

 	
 23125.04

 	
  

 	
 Y

 
	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 
	
 D582038

 	
  

 	
 Transurethral Needle Ablation System

 	
  

 	
 29/283,812

 	
  

 	
 8/02/2007

 	
  

 	
 12/02/2008

 	
  

 	
 11523.06

 	
  

 	
 Y

 
	
  



 	
  



 	
  




 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 
	
 7066935

 	
  

 	
 Ion Eluting Tuna Device

 	
  

 	
 10/836,467

 	
  

 	
 4/30/2004

 	
  

 	
 6/27/2006

 	
  

 	
 11792.00

 	
  

 	
 Y

 
	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 
	
 7238182



 	
  



 	
 Device and Method for Transurethral Prostate Treatment



 	
  



 	
 10/423,393



 	
  



 	
 4/25/2003



 	
  



 	
 7/3/2007



 	
  



 	
 11339.00



 	
  



 	
 Y



 
	
 7261709



 	
  



 	
 Transurethral Needle Ablation System with Automatic
 Needle Retraction



 	
  



 	
 10/964,548



 	
  



 	
 10/13/2004



 	
  



 	
 8/28/2007



 	
  



 	
 11523.01



 	
  



 	
 Y



 
	
 7261710

 	
  

 	
 Transurethral Needle Ablation system

 	
  

 	
 10/964,551

 	
  

 	
 10/13/2004

 	
  

 	
 8/28/2007

 	
  

 	
 11523.02

 	
  

 	
 Y

 
	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 	
  



 
	
 7335197



 	
  



 	
 Transurethral Needle Ablation System with Flexible
 Catheter Tip



 	
  



 	
 10/963,971



 	
  



 	
 10/13/2004



 	
  



 	
 2/26/2008



 	
  



 	
 11523.03



 	
  



 	
 Y



 
	
 7322974



 	
  



 	
 TUNA Device with Integrated Saline Reservoir



 	
  



 	
 10/915,310



 	
  



 	
 8/10/2004



 	
  



 	
 1/29/2008



 	
  



 	
 11791.00



 	
  



 	
 Y



 
	
 7340300



 	
  



 	
 Neurostimulation Delivery During Transurethral
 Prostate Treatment



 	
  



 	
 10/424,118



 	
  



 	
 4/25/2003



 	
  



 	
 3/04/2008



 	
  



 	
 11133.00



 	
  



 	
 Y



 
	
 7797049



 	
  



 	
 Neurostimulation Delivery During Transurethral
 Prostate Treatment



 	
  



 	
 11/966,024



 	
  



 	
 12/28/2007



 	
  



 	
 9/14/2010



 	
  



 	
 11133.01



 	
  



 	
 Y



 
	
 7896871

 	
  

 	
 Impedance Computation for Ablation Therapy

 	
  

 	
 11/694,526

 	
  

 	
 3/30/2007

 	
  

 	
 3/01/2011

 	
  

 	
 24160.01

 	
  

 	
 Y

 









MEDTRONIC, INC. PORTFOLIO


PENDING PATENT APPLICATIONS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Publication

 Number



 	
  



 	
 Title



 	
  



 	
 Serial Number



 	
  



 	
 Filing Date



 	
  



 	
 Docket No.



 	
  



 	
 Designated

 Y/N



 	
  



 	
 Est. FY11

 cost



 
	
 US 2008-0021445 A1



 	
  



 	
 Transurethral Needle Ablation System



 	
  



 	
 11/833,107



 	
  



 	
 8/2/2007



 	
  



 	
 11523.05



 	
  



 	
  



 	
  



 	
 Y



 
	
 US 2008-0262491 A1



 	
  



 	
 TUNA Device with Integrated Saline Reservoir



 	
  



 	
 11/573,417



 	
  



 	
 8/10/2005



 	
  



 	
 11791.02



 	
  



 	
  



 	
  



 	
 Y



 
	
 US 2008-0077125 A1



 	
  



 	
 TUNA Device with Integrated Saline Reservoir



 	
  



 	
 11/950,751



 	
  



 	
 12/5/2007



 	
  



 	
 11791.04



 	
  



 	
  



 	
  



 	
 Y



 
	
 US 2008-0312497 A1



 	
  



 	
 Distal Viewing Window of a Medical Catheter



 	
  



 	
 11/818,391



 	
  



 	
 6/14/2007



 	
  



 	
 26218.00



 	
  



 	
  



 	
  



 	
 Y



 
	
 US 2008-0269737 A1



 	
  



 	
 Fluid Sensor for Ablation Therapy



 	
  



 	
 11/789,996



 	
  




 	
 4/26/2007



 	
  



 	
 25239.00



 	
  



 	
  



 	
  



 	
 Y



 
	
 US 2007-0179491 A1



 	
  



 	
 Sensing Needle for Ablation Therapy



 	
  



 	
 11/343,921



 	
  



 	
 1/31/2006



 	
  



 	
 23871.00



 	
  



 	
  



 	
  



 	
 Y



 
	
 US 2007-0077827 A1



 	
  



 	
 Sliding Lock Device



 	
  



 	
 11/241,825



 	
  



 	
 9/30/2005



 	
  



 	
 23281.00



 	
  



 	
  



 	
  



 	
 Y



 
	
 US 2008-0269862 A1



 	
  



 	
 Extension and Retraction Mechanism for a Hand-Held
 Device



 	
  



 	
 11/799,115



 	
  



 	
 4/30/2007



 	
  



 	
 26983.00



 	
  



 	
  



 	
  



 	
 Y



 
	
 US 2008-0082145 A1



 	
  



 	
 User Interface for Ablation Therapy



 	
  



 	
 11/787,211



 	
  



 	
 4/13/2007



 	
  



 	
 26474.01



 	
  



 	
  



 	
  



 	
 Y



 
	
 US 2008-0275440 A1



 	
  



 	
 Post-Ablation Verification of Lesion Size



 	
  



 	
 11/799,785



 	
  



 	
 5/03/2007



 	
  



 	
 25758.00



 	
  



 	
  



 	
  



 	
 Y



 
	
 US 2011-0060328 A1



 	
  



 	
 Portable Therapy Delivery
 Device With Fluid Delivery



 	
  



 	
 12/938,829



 	
  



 	
 11/03/2010



 	
  



 	
 25552.01



 	
  



 	
  



 	
  



 	
 Y



 
	
 US 2011-0130755

 	
  

 	
 Impedance Computation for
 Ablation Therapy 

 	
  

 	
 13/022,015

 	
  

 	
  

 	
  

 	
 24160.06

 	
  

 	
  

 	
  

 	
 Y

 









MEDTRONIC OUS PATENTS AND PATENT APPLICATIONS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title



 	
  



 	
 Serial Number



 	
  



 	
 Filing Date



 	
  



 	
 Patent

 Number/

 Status



 	
  



 	
 Issue Date



 	
  



 	
 Country

 Name



 	
  



 	
 Docket

 No.



 	
  



 	
 Designated

 Y/N



 
	
 Device and Method for Transurethral Prostate Treatment
 



 	
  



 	
 102004019764.4



 	
  



 	
 4/23/2004



 	
  



 	
 Pending



 	
  



 	
  



 	
  



 	
 Fed. Republic of Germany



 	
  



 	
 11339.01



 	
  



 	
 Y



 
	
Device and Method for Transurethral Prostate Treatment
 



 	
  



 	
 0404405



 	
  



 	
 4/26/2004



 	
  



 	
 2854053 Granted



 	
  



 	
 6/2/2006



 	
  



 	
 France



 	
  



 	
 11339.02



 	
  



 	
 Y



 
	
 TUNA Device with Integrated Saline Reservoir



 	
  



 	
 05784963.0



 	
  



 	
 8/10/2005



 	
  



 	
 Granted 1793758



 	
  



 	
 12/22/2010



 	
  



 	
 European Patent Office



 	
  



 	
 11791.03 



 	
  



 	
 Y



 
	
 TUNA Device with Integrated Saline Reservoir



 	
  



 	
  



 	
  



 	
  



 	
  



 	
 1793758



 	
  



 	
  



 	
  



 	
 France



 	
  



 	
 11791.06



 	
  



 	
 Y



 
	
 TUNA Device with Integrated Saline Reservoir



 	
  



 	
  



 	
  



 	
  



 	
  



 	
 1793758



 	
  



 	
  



 	
  



 	
 Germany



 	
  



 	
 11791.05



 	
  



 	
 N



 
	
Multiple Therapy Delivery Platform Device (User
 Interface for a Portable Therapy Delivery Device)



 	
  



 	
 06770875.0



 	
  



 	
 5/19/2006



 	
  



 	
 Granted 1901672



 	
  



 	
 12/30/2009



 	
  



 	
 European Patent Office



 	
  



 	
 23125.05



 	
  



 	
 Y



 
	
 Multiple Therapy Delivery Platform Device 



 	
  



 	
  



 	
  



 	
  



 	
  



 	
 1901672



 	
  



 	
  



 	
  



 	
 France



 	
  



 	
 23125.05



 	
  



 	
 Y



 
	
Multiple Therapy Delivery Platform Device 



 	
  



 	
  



 	
  



 	
  



 	
  



 	
 1901672



 	
  



 	
  



 	
  



 	
 Germany



 	
  



 	
 23125.05



 	
  



 	
 N



 
	
Sensing Needle for Ablation Therapy



 	
  



 	
 07710358.8



 	
  



 	
 1/29/2007



 	
  



 	
 Pending



 	
  



 	
  



 	
  



 	
 European Patent Office



 	
  



 	
 23871



 	
  



 	
 Y



 
	
Extension and Retraction Mechanism for a Hand-Held
 Device



 	
  



 	
 08743488.2



 	
  



 	
 2/18/2008



 	
  



 	
 Pending



 	
  



 	
  



 	
  



 	
 European Patent Office



 	
  



 	
 26983



 	
  



 	
 Y



 
	
User Interface for Ablation Therapy



 	
  



 	
 07841799.5



 	
  



 	
 9/4/2007



 	
  



 	
 Pending



 	
  



 	
  



 	
  



 	
 European Patent Office



 	
  



 	
 26474



 	
  



 	
 Y



 
	
Impedance Computation for
 Ablation Therapy 



 	
  



 	
 08713476.3



 	
  



 	
 1/3/2008



 	
  



 	
 Granted 2131772



 	
  



 	
 10/13/2010



 	
  



 	
 European Patent Office



 	
  



 	
 24160.03



 	
  



 	
 Y



 
	
Impedance Computation for
 Ablation Therapy 



 	
  



 	
 08713476.3



 	
  



 	
 1/3/2008



 	
  



 	
 Granted 2131772



 	
  



 	
 10/13/2010



 	
  



 	
 Germany



 	
  



 	
 24160.04



 	
  



 	
 Y



 
	
Impedance Computation for
 Ablation Therapy 



 	
  



 	
 08713476.3



 	
  



 	
 1/3/2008



 	
  



 	
 Granted 2131772



 	
  



 	
 10/13/2010



 	
  



 	
 France



 	
  



 	
 24160.05



 	
  



 	
 Y



 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 









EXHIBIT B


TRADEMARKS


MEDTRONIC
TRADEMARK REGISTRATIONS/APPLICATIONS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Trademark Name



 	
  



 	
 Serial Number



 	
  



 	
 Status



 	
  



 	
 Registration #



 	
  


 	
 Designated

 Y/N



 
	
 PROSTIVA United States of America



 	
  



 	
 78/592353



 	
  



 	
 Registered – 12/5/06



 	
  



 	
 3181815



 	
  



 	
 Y



 
	
PROSTIVA Argentina



 	
  



 	
 2590312



 	
  



 	
 Registered – 9/13/06



 	
  



 	
 2113280



 	
  



 	
 N



 
	
 PROSTIVA Australia



 	
  



 	
 1054917



 	
  



 	
 Registered – 1/27/06



 	
  



 	
 1054917



 	
  



 	
 Y



 
	
PROSTIVA Bahrain



 	
  



 	
 44593



 	
  



 	
 Registered – 6/12/05



 	
  



 	
 44593



 	
  



 	
 N



 
	
PROSTIVA Brazil



 	
  



 	
 827501196



 	
  



 	
 Registered – 6/17/08



 	
  



 	
 827501196



 	
  



 	
 Y



 
	
PROSTIVA Canada



 	
  



 	
 1257887



 	
  



 	
 Registered – 9/27/07



 	
  



 	
 697468



 	
  



 	
 Y



 
	
PROSTIVA European Community



 	
  



 	
 004456224



 	
  



 	
 Registered - 6/16/06



 	
  



 	
 004456224



 	
  



 	
 Y



 
	
PROSTIVA Hong Kong



 	
  



 	
 300419508



 	
  



 	
 Registered – 5/12/05



 	
  



 	
 300419508



 	
  



 	
 N



 
	
PROSTIVA Indonesia



 	
  



 	
 D002005004545



 	
  



 	
 Registered – 4/25/07



 	
  



 	
  



 	
  



 	
 N



 
	
PROSTIVA Japan



 	
  




 	
 40906/2005



 	
  



 	
 Registered – 1/6/06



 	
  



 	
 4919305



 	
  



 	
 N



 
	
PROSTIVA Korea, Republic of



 	
  



 	
 40-2005-26917



 	
  



 	
 Registered – 7/31/06



 	
  



 	
 40-672342



 	
  



 	
 N



 
	
PROSTIVA Kuwait



 	
  



 	
 71441



 	
  



 	
 Registered – 5/17/06



 	
  



 	
 59218



 	
  



 	
 N



 
	
PROSTIVA Malaysia



 	
  



 	
 2005/08101



 	
  



 	
 Registered – 6/16/07



 	
  



 	
 05008101



 	
  



 	
 N



 
	
PROSTIVA Mexico



 	
  



 	
 795374



 	
  



 	
 Registered - 11/21/07



 	
  



 	
 1012365



 	
  



 	
 N



 
	
PROSTIVA Pakistan



 	
  



 	
 210170



 	
  



 	
 Registered – 3/22/05



 	
  



 	
 210170



 	
  



 	
 N



 
	
PROSTIVA Peru



 	
  



 	
 241772



 	
  



 	
 Registered – 10/24/05



 	
  



 	
 00109660



 	
  



 	
 N



 
	
PROSTIVA Puerto Rico



 	
  



 	
 ---



 	
  



 	
 Registered – 8/4/06



 	
  



 	
 65956



 	
  



 	
 Y



 
	
PROSTIVA Saudi Arabia



 	
  



 	
 97874



 	
  



 	
 Registered – 11/9/06



 	
  



 	
 870/37



 	
  



 	
 N



 
	
PROSTIVA Singapore



 	
  



 	
 T05/07865G



 	
  



 	
 Registered – 5/12/05



 	
  



 	
 T05/07865G



 	
  



 	
 N



 
	
PROSTIVA Taiwan



 	
  



 	
 094022256



 	
  



 	
 Registered – 1/1/06



 	
  



 	
 1189290



 	
  



 	
 N



 
	
PROSTIVA Thailand



 	
  



 	
 590597



 	
  



 	
 Registered – 5/18/05



 	
  



 	
 233509



 	
  



 	
 N



 
	
 PROSTIVA United Arab Emirates



 	
  



 	
 71481



 	
  



 	
 Registered – 3/6/06



 	
  



 	
 60571



 	
  



 	
 N



 
	
PROSTIVA Viet Nam

 	
  

 	
 4-2005-07004

 	
  

 	
 Registered – 8/7/07

 	
  

 	
 85629

 	
  

 	
 N

 









Trademark
Registrations Owned by Medtronic VidaMed, Inc.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Trademark Name/Country



 	
 Status



 	
 Registration/

 Serial #



 	
 Registration

 Date



 	
 Designated

 Y/N



 
	
 TUNA/United States



 	
 Registered



 	
 1947191



 	
 1/9/1996



 	
 Y



 
	
 TUNA/ Australia



 	
 Registered



 	
 617759



 	
 12/3/1993



 	
 Y



 
	
 TUNA/ Brazil



 	
 Registered



 	
 817906002



 	
 3/5/1996



 	
 Y



 
	
 TUNA/ Canada



 	
 Registered



 	
 473216



 	
 3/20/1997



 	
 Y



 
	
 TUNA/ China (Peoples Republic)



 	
 Registered



 	
 994503



 	
 4/28/1997



 	
 Y



 
	
 TUNA/ Colombia



 	
 Registered



 	
 173484



 	
 1/26/1995



 	
 N



 
	
 TUNA/ Denmark



 	
 Registered



 	
 1994 8375 VR



 	
 12/2/1994



 	
 N



 
	
 TUNA/ Ecuador



 	
 Registered



 	
 1568



 	
 11/10/1995



 	
 N



 
	
 TUNA/ European community



 	
 Registered



 	
 000077214



 	
 7/9/2001



 	
 Y



 
	
 TUNA/ Finland



 	
 Registered



 	
 135059



 	
 12/5/1994



 	
 Y



 
	
 TUNA/ Germany



 	
 Registered



 	
 2908330




 	
 6/28/1995



 	
 Y



 
	
 TUNA/ Greece



 	
 Registered



 	
 119974



 	
 9/17/1996



 	
 N



 
	
 TUNA/ Italy



 	
 Registered



 	
 678769



 	
 5/17/1996



 	
 Y



 
	
 TUNA/ Japan



 	
 Registered



 	
 3280329



 	
 4/11/1997



 	
 N



 
	
 TUNA/ Korea, Republic of



 	
 Registered



 	
 309977



 	
 3/20/1995



 	
 N



 
	
 TUNA/ Mexico



 	
 Registered



 	
 548457



 	
 5/16/1997



 	
 N



 
	
 TUNA/ Norway



 	
 Registered



 	
 167946



 	
 5/24/1995



 	
 Y



 
	
 TUNA/ Peru



 	
 Registered



 	
 011778



 	
 11/28/1994



 	
 N



 
	
 TUNA/ Russian Federation 



 	
 Registered



 	
 135260



 	
 12/15/1995



 	
 Y



 
	
 TUNA/ South Africa



 	
 Registered



 	
 93/11492



 	
 12/3/1993



 	
 N



 
	
 TUNA/ Spain



 	
 Registered



 	
 1793272



 	
 5/3/1996



 	
 Y



 
	
 TUNA/ Sweden



 	
 Registered



 	
 262136



 	
 11/25/1994



 	
 Y



 
	
 TUNA/ Taiwan



 	
 Registered



 	
 672798



 	
 3/1/1995



 	
 N



 
	
 TUNA/ United Kingdom



 	
 Registered



 	
 1555466



 	
 12/9/1994



 	
 Y



 
	
 TUNA/ Venezuela



 	
 Registered



 	
 P185698



 	
 2/9/1996



 	
 N



 
	
 Miscellaneous (V) Design/ Canada



 	
 Registered



 	
 535899



 	
 10/26/2000



 	
 N



 
	
 VIDAMED and Design/Australia



 	
 Registered



 	
 617757




 	
 4/19/1996



 	
 N



 
	
VIDAMED and Design/ Canada



 	
 Registered



 	
 472602



 	
 3/13/1997



 	
 N



 
	
VIDAMED and Design/ Denmark



 	
 Registered



 	
 1994793VR



 	
 2/4/1994



 	
 N



 
	
VIDAMED and Design/ Germany



 	
 Registered



 	
 2908329




 	
 6/28/1995



 	
 N



 
	
VIDAMED and Design/ Greece



 	
 Registered



 	
 119973



 	
 9/17/1996



 	
 N



 
	
VIDAMED and Design/Italy



 	
 Registered



 	
 678770



 	
 5/17/1996



 	
 N



 
	
VIDAMED and Design/ So. Africa



 	
 Registered



 	
 93/11490



 	
 12/3/1993



 	
 N



 
	
VIDAMED and Design/ U.K.



 	
 Registered



 	
 1555468



 	
 8/4/1995



 	
 N



 
	
VIDAMED/ Australia 



 	
 Registered



 	
 617758



 	
 4/16/1996



 	
 N



 
	
VIDAMED/ Canada



 	
 Registered



 	
 473217



 	
 3/20/1997



 	
 N



 
	
VIDAMED/ Denmark



 	
 Registered



 	
 079494



 	
 2/4/1994



 	
 N



 
	
 VIDAMED/ Germany



 	
 Registered



 	
 2908331



 	
 6/28/1995



 	
 N



 
	
VIDAMED/ Italy



 	
 Registered



 	
 678770



 	
 5/17/1996



 	
 N



 
	
VIDAMED/ So. Africa



 	
 Registered



 	
 93/11491



 	
 12/3/1993



 	
 N



 
	
VIDAMED/ U.K.

 	
 Registered

 	
 1555467

 	
 2/17/1995

 	
 N

 









EXHIBIT
C


OTHER
INTELLECTUAL PROPERTY


Copyright rights in the content Owned and Controlled
by Medtronic or its Affiliates in the marketing and sales materials delivered
to Urologix pursuant to the TSSA to the extent the content relates solely to
the Products or Prostiva Business, provided, however, information about any
individual or patient, including the use of their name, photographic likeness,
date of birth, sex, occupation, nationality or health information (“Personal
Data”) is not “Other Intellectual Property”. 


Copyright rights and other intellectual property rights
Owned and Controlled by Medtronic or its Affiliates in the following domain
names:


Vidamed.com

Prostiva.com
Takecontrolofyourflow.com
Getoffyourmeds.com
Getoutofthebathroom.com
Beat-bph.com

Bphtreatment.com

Helpmyprostate.com


Copyright rights in the Product-related website
content Owned and Controlled by Medtronic or its Affiliates found on
Medtronic’s website, www.medtronic.com and the above-identified websites. 


Copyright rights and trade secret rights in the
content Owned and Controlled by Medtronic or its Affiliates in the documents
and electronic files provided to Urologix by Medtronic as part of the Quality
Transition Services of the TSSA to the extent such content relates solely to
the Product or the Prostiva Business. 


Copyright rights and trade secret rights in the
content Owned and Controlled by Medtronic or its Affiliates in documents,
electronic files, and training provided to Urologix by Medtronic as part of the
Product-Level Continuation Engineering Support Services of the TSSA to the
extent such content relates solely to the Product or the Prostiva Business. 


Copyright rights and trade secret rights within the
intellectual rights Owned and Controlled by Medtronic that relate solely to the
manufacture, use, or sale of the Prostiva Generator, including the Prostiva
therapy application software as used in the Prostiva Generator on the Effective
Date and the date of Regulatory Transfer. 


Rights to Adobe FrameMaker, Word, 3D cad, Excel or
other software programs that may be incorporated in such electronic files are
not “Other Intellectual Property” and no license or sublicense to such software
is being granted to Urologix pursuant to this Agreement.





EXHIBIT
D


LICENSED-IN
INTELLECTUAL PROPERTY RIGHTS


 [* * *]





EXHIBIT
E


PRODUCTS


Prostiva RF Therapy Kit (Model 8929)

Prostiva RF Therapy Telescope (Model 8099, 8099TU and 8099TU15)

Prostiva RF Therapy
Generator (Model 8930001 and 8930002)

Remote Footswitch (Model 60883)





EXHIBIT
F


 “MATERIAL”
COUNTRIES OF THE TERRITORY


 [* * *]





EXHIBIT
G


OTHER
MEDTRONIC BUSINESS INTELLECTUAL PROPERTY


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Copyright rights in the content Owned and Controlled
 by Medtronic or its Affiliates in the marketing and sales materials delivered
 to Urologix pursuant to the TSSA, to the extent the content relates does not
 relate solely to the Products or Prostiva Business but is used in connection
 with the manufacture or sale of the Products or otherwise used in connection
 with the Prostiva Business; provided, however, information about any individual or
 patient, including the use of their name, photographic likeness, date of
 birth, sex, occupation, nationality or health information (“Personal Data”)
 is not “Other Medtronic Business Intellectual Property.” 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Copyright rights and trade secret rights in the
 content Owned and Controlled by Medtronic or its Affiliates in the documents
 and electronic files provided to Urologix by Medtronic as part of the Quality
 Transition Services of the TSSA, to the extent such content does not relate
 solely to the Products or Prostiva Business but is used in connection with
 the manufacture or sale of the Products or otherwise used in connection with
 the Prostiva Business. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Copyright rights and trade
 secret rights in the content owned and controlled by Medtronic or its
 Affiliates in documents, electronic files, and training provided to Urologix
 by Medtronic as part of the Product-Level Continuation Engineering Support
 Services of the TSSA, to the extent such content does not relate solely to
 the Products or Prostiva Business but is used in connection with the
 manufacture or sale of the Products or otherwise used in connection with the
 Prostiva Business.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Copyright rights and trade secret rights within the
 intellectual rights Owned and Controlled by Medtronic that do not relate solely
 to the manufacture, use, or sale of the Prostiva Generator, but that are used
 in connection with the manufacture, use, or sale of the Prostiva Generator,
 other than the Medtronic Bovie Generator Intellectual Property. 

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Rights in the Medtronic Bovie Generator Intellectual
 Property.

 



Rights to Adobe FrameMaker, Word, 3D cad, Excel or
other software programs that may be incorporated in such electronic files are
not “Other Medtronic Business Intellectual Property” and no license or
sublicense to such software is being granted to Urologix pursuant to this
Agreement.





EXHIBIT
H


WET
ELECTRODE PLATFORM IMPROVEMENT


 [* * *]





Schedule 5.1.1(l)


 [* * *]