exv10w15



 








Exhibit
10.15




AGREEMENT NOT TO SUE




     THIS AGREEMENT NOT TO SUE (the “Agreement”) is made and entered into effective as of the 30th
day of April, 1997, by and among VNUS MEDICAL TECHNOLOGIES, INC., a Delaware corporation having its
principal place of business at Sunnyvale, California (“Vnus”), SURx, INC., a Delaware corporation
having is principal place of business at Pleasanton, California (“SURx”), CORDIAL MEDICAL, INC., a
Delaware corporation having its principal place of business at Tustin, California (“Cordial”), and
BRONCUS TECHNOLOGIES, INC., a California corporation, having its principal place of business at
Mountain View, California (“Broncus”). Vnus, SURx, Cordial and Broncus may be herein referred to
individually as a “Party” and collectively as “Parties”.



RECITALS




     WHEREAS, Vnus, Menlo Ventures VI, L.P. and Michael D. Laufer, M.D. (“Dr. Laufer”) entered into an
agreement dated April 30, 1997, a copy of which is appended hereto as Exhibit A (the “Vnus
Agreement”), pursuant to which Dr. Laufer and Menlo Ventures VI, L.P. assigned to Vnus his, its and
their right, title and interest in certain inventions, improvements, trade secrets, patents, patent
applications and in process patent applications (collectively, “Inventions”) related to the field
of chronic venous insufficiency, hemorrhoid treatments, endovascular treatments for vasogenic
impotence and the treatment of esophageal varices (the “Vnus Field”) and agreed to assign to Vnus
any future Inventions or intellectual property in the Vnus Field arising out of Dr. Laufer’s work
done on behalf of Vnus; and



     WHEREAS, SURx, Menlo Ventures VI, L.P. and Dr. Laufer entered into an agreement dated April
30,1997, a copy of which is appended hereto as Exhibit B (the SURx Agreement”), whereby Dr. Laufer
and Menlo Ventures VI, L.P. assigned to SURx his, its and their right, title and interest in
certain Inventions related to the field of the treatment of urinary incontinence, fascia in and
remaining in the torso (excluding the pericardium), and kidney stones (the “SURx Field”) and agreed
to assign to SURx any future Inventions or intellectual property in the SURx Field arising out of
Dr. Laufer’s work done on behalf of SURx; and



     WHEREAS, Cordial, Menlo Ventures VI, L.P. and Dr. Laufer entered into an agreement dated April
30,1997, a copy of which is appended hereto as Exhibit C (the “Cordial Agreement”), whereby Dr.
Laufer and Menlo Ventures VI, L.P. assigned to Cordial his, its and their right, title and interest
in certain Inventions related to the field of treatment of the heart and pulmonary vessels (the
“Cordial Field”) and agreed to assign to Cordial any future Inventions or intellectual property in
the Cordial Field arising out of Dr, Laufer’s work done on behalf of Cordial; and



     WHEREAS,
Broncus, Menlo Ventures VII, L.P., and Dr. Laufer entered into an agreement dated April
30, 1997, a copy of which is appended as Exhibit D (the “Broncus Agreement”), whereby Dr. Laufer
and Menlo Ventures VII, L.P. assigned to Broncus his, its and their right, title and interest in
certain Inventions related to the field of pulmonary assist devices and treatment of the airways of
the lungs (the “Broncus Field”), and agreed to assign to Broncus any future Inventions or
intellectual property in the Broncus Field arising out of Dr. Laufer’s work done on behalf of
Broncus; and



 









 





     WHEREAS, the Parties desire to have freedom to operate in the respective fields of the Parties and
to avoid any disputes or conflicts based upon or relating to the past and future
assignments made by Dr. Laufer under the Vnus Agreement, SURx Agreement, Cordial Agreement, and
Broncus Agreement (the “Assignment Agreements”); and



     WHEREAS, the Parties wish to provide each other mutual covenants that a Party will not sue another
Party in the event that such other Party, acting in its field, infringes such Party’s rights in
Inventions acquired pursuant to the applicable Assignment Agreement; and



     WHEREAS, the parties desire to avoid potential difficulties in enforcement of legal rights against
third parties by a Party enforcing its rights in Inventions owned by such Party pursuant to one of
the Assignment Agreements;



     NOW THEREFORE, in consideration of the mutual covenants herein contained and intending to be
legally bound thereby, the Parties hereto agree as follows:



ARTICLE 1




     1.1 Vnus hereby covenants that Vnus will not institute, maintain, prosecute or voluntarily aid
any legal or equitable action or proceeding (an “Action”) against SURx, SURx’s agents,
representatives, customers, distributors, subdistributors or customers of such distributors or
subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates,
subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting by, through,
under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether
affirmatively, by cross-complaint, defense or counterclaim, or by any other means in any court
within any jurisdiction where such Action alleges or claims that the manufacture, use, importation,
offer to sell, or sale of a product or service by or on behalf of SURx within the SURx Field, or
practice of a process by or on behalf of SURx within the SURx Field infringes or violates any of
Vnus’ rights in the Inventions that have been at that time assigned to and are owned by Vnus
pursuant to the Vnus Agreement. This covenant does not in any way impair the right of Vnus to sue
any Potentially Infringing Party on account of such Potentially Infringing Party’s activities
outside of the SURx Field.



     1.2 SURx hereby covenants that SURx will not institute, maintain, prosecute or voluntarily aid
any legal or equitable action or proceeding (an “Action”) against Vnus, Vnus’ agents,
representatives, customers, distributors, subdistributors or customers of such distributors or
subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates,
subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting by, through,
under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether
affirmatively, by cross-complaint, defense or counterclaim, or by any other means in any court
within any jurisdiction where such Action alleges or claims that the manufacture, use, importation,
offer to sell, or sale of a product or service by or on behalf of Vnus within the Vnus Field, or
practice of a process by or on behalf of Vnus within the Vnus Field infringes or violates any of
SURx’s rights in the Inventions that have been at that time assigned to and are owned by SURx
pursuant to the SURx Agreement. This covenant does not in any way impair the right of SURx to sue
any Potentially Infringing Party on account of such Potentially Infringing Party’s activities
outside of the Vnus Field.



2









 





ARTICLE 2




     2.1 Vnus hereby covenants that Vnus will not institute, maintain, prosecute or voluntarily aid
any legal or equitable action or proceeding (an “Action”) against Broncus, Broncus’ agents,
representatives, customers, distributors, subdistributors or customers of such. distributors, or
subdistributors, partners, directors, officers, attorneys, employees, affiliates, subsidiaries,
stock (or any person acting by, through, under or in concert with any of them) (collectively’
“Potentially Infringing Parties”), whether affirmatively, by cross-complaint, defense or
counterclaim, or by any other means in any court within any jurisdiction where such Action alleges
or claims that the manufacture, use, importation, offer to sell, or sale of a product or service
fay or on behalf of Broncus within the Broncus Field, or practice of a process by or on behalf of
Bioncus within the Broncus Field infringes or violates any of Vnus’ rights in the lnventions that
have been at that-time assigned to and are owned by Vnus pursuant to the Vnus Agreement. This
covenant does not in any way impair the right of Vnus to sue any Potentially Infringing Party on
account of such Potentially Infringing Party’s activities outside of the Broncus Field.



     2.2 Broncus hereby covenants that Broncus will not institute, maintain, prosecute or
voluntarily aid any legal or equitable action or proceeding (an “Action”) against Vnus, Vnus’
agents, representatives, customers, distributors, subdistributors or customers of such distributors
or subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates,
subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting by, through,
under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether
affirmatively, by cross-complaint, defense or counterclaim, or by any other means in any court
within .any jurisdiction where such Action alleges or claims that the manufacture, use,
importation, offer to sell, or sale of a product or service by or on behalf of Vnus within the Vnus
Field, or practice of a process by or on behalf of Vnus within the Vnus Field infringes or violates
any of Broncus’ rights in the Inventions that have been at that time assigned to and are owned by
Broncus pursuant to the Broncus Agreement. This covenant does not in any way impair the right of
Broncus to sue any Potentially Infringing Party on account of such Potentially Infringing Party’s
activities outside of the Vnus Field.



ARTICLE 3




     3.1 Vnus hereby covenants that Vnus will not institute, maintain, prosecute or
voluntarily aid any legal or equitable action or proceeding (an “Action”) against Cordial,
Cordial’s agents, representatives, customers, distributors, subdistributors or customers of such
distributors or subdistributors, clients, partners, directors, officers, attorneys, employees,
affiliates, subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting
by, through, under or in concert with any of them) (collectively, “Potentially Infringing
Parties”), whether affirmatively, by cross-complaint, defense or counterclaim, or by any other
means in any court within any jurisdiction where such Action alleges or claims that the
manufacture, use, importation, offer to sell, or sale of a product or service by or on behalf of
Cordial within the Cordial Field, or practice of a process by or on behalf of Cordial within the
Cordial Field infringes or violates any of Vnus’ rights in the Inventions that have been at that
time assigned to and are owned by Vnus pursuant to the Vnus Agreement. This covenant does not in
any way impair the right of Vnus to sue any Potentially Infringing Party on account of such
Potentially Infringing Party’s activities outside of the Cordial Field.



3









 





     3.2 Cordial hereby covenants that Cordial will not institute, maintain, prosecute or
voluntarily aid any legal or equitable action or proceeding (an “Action”) against Vnus, Vnus’
agents, representatives, customers, distributors, subdistributors or customers of such distributors
or subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates,
subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting by, through,
under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether
affirmatively, by cross-complaint, defense or counterclaim, or by any other means in any court
within any jurisdiction where such Action alleges or claims that the manufacture, use, importation,
offer to sell, or sale of a product or service by or on behalf of Vnus within the Vnus Field, or
practice of a process by or on behalf of Vnus within the Vnus Field infringes or violates any of
Cordial’s rights in the Inventions that have been at that time assigned to and are owned by Cordial
pursuant to the Cordial Agreement This covenant does not in any way impair the right of Cordial to
sue any Potentially Infringing Party on account of such Potentially Infringing Party’s activities
outside of the Vnus Field.



ARTICLE 4




     4.1 Broncus hereby covenants that Broncus will not institute, maintain, prosecute or
voluntarily aid any legal or equitable action or proceeding (an “Action”) against SURx, SURx’s
agents, representatives, customers, distributors, subdistributors or ‘ customers of such
distributors or subdistributors, clients, partners, directors, officers, attorneys, employees,
affiliates, subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting
by, through, under or in concert with any of them) (collectively, “Potentially Infringing
Parties”), whether affirmatively, by cross-complaint, defense or counterclaim, or by any other
means in any court within any jurisdiction where such Action alleges or claims that the
manufacture, use, importation, offer to sell, or sale of a product or service by or on behalf of
SURx within the SURx Field, or practice of a process by or on behalf of SURx. within the SURx Field
infringes or violates any of Broncus’ rights in the Inventions that have been at that time assigned
to and are owned by Broncus pursuant to the Broncus Agreement. This covenant does not in any way
impair the right of Broncus to sue any Potentially Infringing Party on account of such Potentially
Infringing Party’s activities outside of the SURx Field.



     4.2 SURx hereby covenants that SURx will not institute, maintain, prosecute or voluntarily aid
any legal or equitable action or proceeding (an “Action”) against Broncus, Broncus’ agents,
representatives, customers, distributors, subdistributors or customers of such distributors or
subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates,
subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting by, through,
under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether
affirmatively, by cross-complaint, defense or counterclaim, or by any other means in any court
within any jurisdiction where such Action alleges or claims that the manufacture, use, importation,
offer to sell, or sale of a product or service by or on behalf of Broncus within the Broncus Field,
or practice of a process by or on behalf of Broncus within the Broncus Field infringes or violates
any of SURx’s rights in the Inventions that have been at that time assigned to and are owned by
SURx pursuant to the SURx Agreement. This covenant does not in any way impair the right of SURx to
sue any Potentially Infringing Party on account of such Potentially Infringing Party’s activities
outside of the Broncus Field.



4









 





ARTICLE 5




     5.1 Cordial hereby covenants that Cordial will not institute, maintain, prosecute or
voluntarily aid any legal or equitable action or proceeding (an “Action”) against SURx, SURx’s
agents, representatives, customers, distributors, subdistributors or customers of such distributors
or subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates,
subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting by, through,
under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether
affirmatively, by cross-complaint, defense or counterclaim, or by any other means in any court
within any jurisdiction where such Action alleges or claims that the manufacture, use, importation,
offer to sell, or sale of a product or service by or on behalf of SURx within the SURx Field, or
practice of a process by or on behalf of SURx within the SURx Field infringes or violates any of
Cordial’s rights in the Inventions that have been at that time assigned to and are owned by Cordial
pursuant to the Cordial Agreement This covenant does not in any way impair the right of Cordial to
sue any Potentially Infringing Party, on account of such Potentially Infringing Party’s activities
outside of the SURx Field.



     5.2 SURx hereby covenants that SURx will not institute, maintain, prosecute or voluntarily aid
any legal or equitable action or proceeding (an “Action”) against Cordial, Cordial’s agents,
representatives, customers, distributors, subdistributors or customers of such distributors or
subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates,
subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting by, through,
under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether
affirmatively, by cross-complaint, defense or counterclaim, or by any other means in any court
within any jurisdiction where such Action alleges or claims that the manufacture, use, importation,
offer to sell, or sale of a product or service by or on behalf of Cordial within the Cordial Field,
or practice of a process by or on behalf of Cordial within the Cordial Field infringes or violates
any of SURx’s rights in the Inventions that have been at that time assigned to and are owned by
SURx pursuant to the SURx Agreement. This covenant does not in any way impair the right of SURx to
sue any Potentially Infringing Party on account of such Potentially Infringing Party’s activities
outside of the Cordial Field.



ARTICLE 6




     6.1 Cordial hereby covenants that Cordial will not institute, maintain, prosecute or
voluntarily aid any legal or equitable action or proceeding (an “Action”) against Broncus, Broncus’
agents, representatives, customers, distributors, subdistributors or customers of such distributors
or subdistributors, clients, partners, directors, officers, attorneys, employees, affiliates,
subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting by, through,
under or in concert with any of them) (collectively, “Potentially Infringing Parties”), whether
affirmatively, by cross-complaint, defense or counterclaim,’ or by any other means in any court
within any jurisdiction where such Action alleges or claims that the manufacture, use, importation,
offer to sell, or sale of a product or service by or on behalf of Broncus within the Broncus Field,
or practice of a process by or on behalf of Broncus within the Broncus Field infringes or violates
any of Cordial’s rights in the Inventions that have been at that time assigned to and are owned by
Cordial pursuant to the Cordial Agreement. This covenant does not in any way impair the right of
Cordial to sue any Potentially Infringing Party on account of such Potentially Infringing Party’s
activities outside of the Broncus Field.



5









 





     6.2 Broncus hereby covenants that Broncus will not institute, maintain, prosecute or
voluntarily aid any legal or equitable action or proceeding (an “Action”) against Cordial,
Cordial’s agents, representatives, customers, distributors, subdistributors or customers of such
distributors or subdistributors, clients, partners, directors, officers, attorneys, employees,
affiliates, subsidiaries, stockholders, predecessors, successors, or assigns (or any person acting
by, through, under or in concert with any of them) (collectively, “Potentially Infringing
Parties”), whether affirmatively, by cross-complaint, defense or counterclaim, or by any other
means in any court within any jurisdiction where such Action alleges or claims that the
manufacture, use, importation, offer to sell, or sale of a product or service by or on behalf of
Cordial within the Cordial Field, or practice of a process by or on behalf of Cordial within the
Cordial Field infringes or violates any of Broncus’ rights in the Inventions that have been at that
time assigned to and are owned by Broncus pursuant to the Broncus Agreement. This covenant does not
in any way impair the right of Broncus to sue any Potentially Infringing Party on account of such
Potentially Infringing Party’s activities outside of the Cordial Field.



ARTICLE 7




     7.1 In the event that a Party institutes a legal or equitable proceeding or action (whether
directly or by cross-complaint, counterclaim or as a defense) against a Third Party (i.e., an
entity or person not party to this Agreement), in which the Party alleges that the Third Party has
unlawfully infringed or violated such Party’s rights in the Inventions assigned to the Party
pursuant to the applicable Assignment Agreement, and should such Third Party assert that one or
more of the other Parties to this Agreement are necessary and indispensable to such legal or
equitable proceedings, such other Party or Parties agree to participate in the proceedings. The
Party instituting the action shall be responsible for all liabilities, costs and expenses of the
other Party or Parties in participating in such suit The Party instituting the action shall
indemnify and hold harmless the other Party or Parties participating in such suit for any monetary
award to the Third Party. The Party instituting the action shall receive all awards and proceeds
resulting from settlement, decision or other resolution of such proceeding or action.



     7.2 No party may require that the Party to whom an invention is assigned institute a
proceeding or action against a Third Party alleging that the Third Party has unlawfully infringed
or violated its rights or the rights of the Party to whom an Invention is assigned.



ARTICLE 8




     8.1 The parties agree that Dr. Laufer has full and sole authority to decide the Party to which
he assigns Inventions pursuant to the Assignment Agreements. If a patent application is filed based
upon one of his Inventions, Dr. Laufer shall assign his entire rights, title and interest in the
application to the same Party to whom he decided to assign the corresponding Invention. Dr.
Laufer’s decisions to assign the patent application to a particular Party shall not be contestable
by any of the other Parties.



     8.2 The Parties recognize as valid, and agree not to contest, the assignments already
completed by Dr. Laufer pursuant to the Assignment Agreements.



     8.3 The Parties recognize as valid, and agree not to contest, any future assignments Dr.
Laufer may make pursuant to the Assignment Agreements.




6










 







ARTICLE 9




     9.1 In the event that a Party (the “Initiating Party”) institutes an Action against one of the
other Parties (the “Defending Party”) to this Agreement which Action may be determined by a court
of competent jurisdiction or an arbitrator with jurisdiction over such matter to be in breach of a
covenant not to sue under Articles 1 through 6 herein, such Initiating Party shall pay all of the
Defending Party’s attorney’s fees and costs and expenses associated with defending against such
Actions and enforcing the covenant not to sue. In addition, the Initiating Party shall be liable to
the Defending Party for all harm caused by such breach and the Parties agree that equitable relief
may be appropriate including temporary and permanent injunctions. Not withstanding the foregoing,
in no event shall any Party be liable under this Article 9.1 to any other Party for any special,
punitive, or consequential damages.



ARTICLE 10




     10.1 Transferability. A Party’s obligations under this Agreement, including the obligation
pursuant to Articles 1-6, not to sue another Party for actions within the other Party’s Field, will
bind the Party’s respective successors, heirs, executors, licensees, administrators, and assigns. A
Party cannot license or assign rights in the Inventions assigned to it pursuant to the
applicable Assignment Agreement without also assigning the Party’s obligations under this
Agreement. The Parties’ rights pursuant to Articles 7, 8 and 9 of this Agreement will inure to the
benefit of their respective successors, heirs, executors, licensees, administrators and assigns.
This Agreement authorizes a Party to transfer the right pursuant to Articles 1-6, not to be sued by
another Party only concurrently with the transfer of the entire assets of the Party. The Party
transferring its rights and/or obligations under this Agreement must make a written
notification of such transfer to each of the other Parties. The written notification must state to
whom the rights and/or obligations are transferred and that the transferee is aware of this
Agreement.



     10.2 Relationship of the Parties. No Party is, nor will be deemed to be, an agent or legal
representative of any other Party for any purpose. No Party will be entitled to enter into any
contracts in the name of or on behalf of any other Party, and no Party will be entitled to pledge
the credit of any other Party in any way or hold itself out as having authority to do so. No Party
will incur any debts or make any commitments for the other, except to the extent, if at all,
specifically provided herein.



     10.3 Waiver. Unless the provision provides otherwise, no provision of the Agreement will be
waived by any act, omission or knowledge of a Party or its agents or employees except by an
instrument in writing expressly waiving such provision and signed by a duly authorized officer of
the waiving Party.



     10.4 Severability. Whenever possible, each provision of the Agreement will be interpreted in
such manner as to be effective and valid under applicable law, but if any provision of the
Agreement is held to be prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of the Agreement.



     10.5 Choice of Law. This Agreement shall be governed by and construed in accordance with the
laws of the state of California, as applied to agreements executed and performed entirely within
the state of California by California residents. Any claim or controversy arising out of or related
to this Agreement or any breach hereof shall be



7









 




submitted to a court of applicable jurisdiction in the state of California, and each Party
hereby consents to the jurisdiction and venue of such court.




     10.6 Termination. This Agreement shall continue in effect until the later of March 1,2002 or
the expiration of the last to expire of any patents that issue from the Inventions assigned to
the Parties pursuant to the Assignment Agreements.



     10.7 Entire Agreement of the Parties. This Agreement sets forth the entire understanding and
agreement between the Parties regarding the subject matter hereof. No verbal agreement,
conversation or representation between any officers, agents or employees of the Parties either
before or after the execution of this Agreement shall affect or modify any of the terms or
obligations herein contained.



     10.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be an original and all of which shall constitute together the same document.



     10.9 No amendment or modification to this Agreement shall be effective unless in writing
signed by each of the Parties hereto.



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, including Exhibits
A, B, C and D attached hereto and incorporated herein by
reference.



	 	 	 	 	 	 	 	 	 	 	 
	VNUS MEDICAL	 	 	 	SURx, INC.	 	 
	TECHNOLOGIES, INC.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Brian E. Farley
	 	 	 	By:
	 	/s/ Garry L. Carter	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	President & CEO
	 	 	 	Title:
	 	President & CEO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CORDIAL MEDICAL, INC.	 	 	 	BRONCUS	 	 
	 	 	 	 	 	 	TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Tony R. Brown
	 	 	 	By:
	 	/s/ Glendon E. French	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	President & CEO
	 	 	 	Title:
	 	President & CEO	 	 






8









 






EXHIBIT A




AGREEMENT



THIS AGREEMENT (the “Agreement”) is made by and among Vnus Medical Technologies, Inc. (“Vnus”),
Menlo Ventures VI, L.P. (“Menlo”) and Michael D. Laufer, M.D. (“Dr. Laufer”) as of April 30, 1997.




     1. Assignment of Past Inventions. In exchange for one hundred dollars ($100), receipt
of which is hereby acknowledged, Dr. Laufer and Menlo hereby assign to Vnus all of his, its and
their existing right, title and interest in and to any and all inventions, improvements, trade
secrets, patents, patent applications and in process patent applications (collectively “inventions”)
conceived of and reduced to practice by Dr. Laufer, solely or jointly, on or before May 2, 1996, and
which relate to the areas of chronic venous insufficiency, hemorrhoid treatments, endovascular
treatments for vasogenic impotence and the treatment of esophageal varices (collectively the
“Field”). Dr. Laufer retains his rights and interest in being named as an author or the principal
author in any and all such inventions within the Field.



     2. Ownership of Future Inventions. Dr. Laufer and Menlo shall assign for valuable
consideration to Vnus all of his, its, and their existing right, title and interest to any
invention or discovery, patentable or otherwise, and any development, improvement, trade secret, or
other intellectual property within the Field conceived, developed and/or reduced to practice by
Dr. Laufer, alone or in combination with others at Vnus after May 2, 1996, arising from work done
on behalf of Vnus, including but not limited to the review or
development of products.
Dr. Laufer shall have no obligation to Vnus with respect to any other inventions or discoveries,
patentable or otherwise, or for any other development, improvement, trade secret or other
intellectual property except as listed above.



     3. Further Agreements.



     (a) All prior agreements between Dr. Laufer and Vnus are hereby terminated. Dr. Laufer
acknowledges that he is a director of Vnus and will continue to be subject to his fiduciary duties
relating to his role as a member of the board of directors of Vnus.



     (b) With respect to all inventions and information assigned by Dr. Laufer to Vnus under this
Agreement, Dr. Laufer will assist Vnus in any reasonable manner upon reasonable request to obtain
for Vnus’ benefit patents in any and all countries and Dr. Laufer will execute, upon reasonable request, patent applications, assignments and declarations
to or for Vnus or persons designated by it, and any other lawful documents required to carry out
the purposes of this Agreement. Dr. Laufer will further assist Vnus in every way including but not
limited to testifying in any suit or proceeding, to enforce any such patents or patent
applications. Vnus agrees that it will reimburse Dr. Laufer for any and all out of pocket expenses
associated with such enforcement proceedings. In addition, should such proceedings ensue after such
time as Dr. Laufer is no longer a member of the board of directors, Vnus will reimburse Dr. Laufer
for his time at a rate mutually agreed upon but not less than $250/hour which can be unilaterally
waived by Dr. Laufer at the time of such proceedings should he so choose.



 









 





     4. Miscellaneous.



     (a) This Agreement is entered into by Dr. Laufer in order to comply with the management
and limited partnership agreements of Menlo Ventures VI, L.P. and MV Management VI, L.P. of
which Dr. Laufer is a General Partner.



     (b) This Agreement shall be governed by and construed in accordance with the laws of the
State of California, and the parties hereto submit to the exclusive jurisdiction of the courts
in California, both state and federal, with respect to the subject matter of this Agreement



     (c) This Agreement shall not be modified, amended, rescinded, canceled or waived in whole
or in part except by written instruments signed by the parties hereto.



     (d) This Agreement expresses modifications to existing agreements between the parties. All
previous agreements between the parties are hereby terminated, including all compensation
agreements, consulting agreements and agreements for the assignment of intellectual property.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth
above.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	VNUS MEDICAL TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Michael D. Laufer	 	By:	 	/s/ Brian E. Farley	 	 
	 	 	 	 	 	 	 
	Michael D. Laufer, M.D.	 	 	 	 	 	 
	 	 	 	 	Title: President & CEO	 	 
	 
	 	 	 	 	 	 	 	 
	MENLO VENTURES VI, L.P.	 	 	 	 	 	 
	BY: MV MANAGEMENT VI, UP.
	 	 	 	 	 	 
	 

	 	ITS GENERAL PARTNER	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ H. D. Montgomery	 	 	 	 	 	 






 









 






EXHIBIT B




AGREEMENT



THIS AGREEMENT (the “Agreement”) is made by and among SURx, Inc. (“SURx”), Menlo Ventures VI, L.P.
(“Menlo”) and Michael D. Laufer, M.D. (“Dr. Laufer”) as of April 30, 1997.




     1. Assignment of Past Inventions. In exchange for one hundred dollars ($100), receipt
of which is hereby acknowledged, Dr. Laufer and Menlo hereby assign to SURx all of his, its and
their existing right, title and interest in and to any and all inventions, improvements, trade
secrets, patents, patent applications and in process patent applications (collectively
“inventions”) conceived of and reduced to practice by Dr. Laufer, solely or jointly, on or before
August 1, 1996, and which relate to the treatment of urinary incontinence, fascia in and remaining
in the torso (excluding the pericardium), and kidney stones (collectively the “Field”). Dr. Laufer
retains his rights and interest in being named as an author or the principal author in any and all
such inventions within the Field.



     2. Ownership of Future Inventions. Dr. Laufer and Menlo shall assign for valuable
consideration to SURx all of his, its, and their existing right, title and interest to any
invention or discovery, patentable or otherwise, and any development, improvement, trade secret, or
other intellectual property within the Field conceived, developed and/or reduced to practice by Dr.
Laufer, alone or in combination with others at SURx after August 1,1996, arising from work done on
behalf of SURx, including but not limited to the review or development of products. Dr. Laufer
shall have no obligation to SURx with respect to any other inventions or discoveries, patentable or
otherwise, or for any other development, improvement, trade secret or other intellectual property
except as listed above.



     3. Further Agreements.



     (a) All prior agreements between Dr. Laufer and SURx are hereby terminated. Dr. Laufer
acknowledges that he is a director of SURx and will continue to be subject to his fiduciary duties
relating to his role as a member of the board of directors of SURx.



     (b) With respect to all inventions and information assigned by Dr. Laufer to SURx under this
Agreement, Dr. Laufer will assist SURx in any reasonable manner upon reasonable request to obtain
for SURx’ benefit patents in any and all countries and
Dr. Laufer will execute, upon reasonable request, patent applications, assignments and declarations
to or for SURx or persons designated by it, and any other lawful documents required to carry out
the purposes of this Agreement Dr. Laufer will further assist SURx in every way including but not
limited to testifying in any suit or proceeding, to enforce any such patents or patent
applications. SURx agrees that it will reimburse Dr. Laufer for any and all out of pocket expenses
associated with such enforcement proceedings. In addition, should such proceedings ensue after such
time as Dr. Laufer is no longer a member of the board of directors, SURx will reimburse Dr. Laufer
for his time at a rate mutually agreed upon but not less than $250/hour which can be unilaterally
waived by Dr. Laufer at the time of such proceedings should he so choose.



 









 





     4. Miscellaneous.



     (a) This Agreement is entered into by Dr. Laufer in order to comply with the
management and limited partnership agreements of Menlo Ventures VI, L.P. and MV
Management VI, L.P. of which Dr. Laufer is a General Partner.



     (b) This Agreement shall be governed by and construed in accordance with the laws of
the State of California, and the parties hereto submit to the exclusive jurisdiction of the
courts in California, both state and federal, with respect to the subject matter of this
Agreement.



     (c) This Agreement shall not be modified, amended, rescinded, canceled or waived in
whole or in part except by written instruments signed by the parties hereto.



     (d) This Agreement expresses modifications to existing agreements between the parties.
All previous agreements between the parties are hereby terminated, including all
compensation agreements, consulting agreements and agreements for the assignment of
intellectual property.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set
forth above.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	SURx INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Michael D. Laufer	 	By:	 	/s/ Garry L. Carter	 	 
	 	 	 	 	 	 	 
	Michael D. Laufer, M.D.	 	 	 	 	 	 
	 	 	 	 	Title: President & CEO	 	 
	 
	 	 	 	 	 	 	 	 
	MENLO VENTURES VI, L.P.	 	 	 	 	 	 
	BY:

	 	MV MANAGEMENT VI, L.P.	 	 	 	 	 	 
	 

	 	ITS GENERAL PARTNER	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ H. D. Montgomery	 	 	 	 	 	 






 









 






EXHIBIT C




AGREEMENT



THIS AGREEMENT (the “Agreement”) is made by and among Cordial Medical, Inc. (“Cordial”), Menlo
Ventures VI, L.P. (“Menlo”) and Michael D. Laufer, M.D. (“Dr. Laufer”) as of April 30, 1997.




     1. Assignment of Past Inventions. In exchange for one hundred dollars ($ 100), receipt of which is hereby acknowledged, Dr. Laufer and Menlo hereby assign to Cordial all
of his, its and their existing right, title and interest in and to any and all inventions,
improvements, trade secrets, patents, patent applications and in process patent applications
(collectively “inventions”) conceived of and reduced to practice by Dr. Laufer, solely or jointly,
on or before July 8, 1996, and which relate to treatment of the heart and pulmonary vessels
(collectively the “Field”). Dr. Laufer retains his rights and interest in being named as an author
or the principal author in any and all such inventions within the Field.



     2. Ownership of Future Inventions. Dr. Laufer and Menlo shall assign for valuable
consideration to Cordial all of his, its., and their existing right, title and interest to any
invention or discovery, patentable or otherwise, and any development, improvement, trade secret, or
other intellectual property within the Field conceived, developed and/or reduced to practice by Dr.
Laufer, alone or in combination with others at Cordial after July 8, 1996, arising from work done on
behalf of Cordial, including but not limited to the review or development of products. Dr. Laufer
shall have no obligation to Cordial with respect to any other inventions or discoveries, patentable
or otherwise, or for any other development, improvement, trade secret or other intellectual
property except as listed above.



     3. Further Agreements.



     (a) All prior agreements between Dr. Laufer and Cordial are hereby terminated. Dr.
Laufer acknowledges that he is a director of Cordial and will continue to be subject to his
fiduciary duties relating to his role as a member of the board of directors of Cordial.



     (b) With respect to all inventions and information assigned by Dr. Laufer to Cordial
under this Agreement, Dr. Laufer will assist Cordial in any reasonable manner upon reasonable
request to obtain for Cordial’ benefit patents in any and all countries and Dr. Laufer will
execute, upon reasonable request, patent applications, assignments and declarations to or for
Cordial or persons designated by it, and any other lawful documents required to carry out the
purposes of this Agreement. Dr. Laufer will further assist Cordial in every way including but not
limited to testifying in any suit or proceeding, to enforce any such patents or patent
applications. Cordial agrees that it will reimburse Dr. Laufer for any and all out of pocket
expenses associated with such enforcement proceedings. In addition, should such proceedings ensue
after such time as Dr. Laufer is no longer a member of the board of directors, Cordial will
reimburse Dr. Laufer for his time at a rate mutually agreed upon but not less than $250/hour which
can be unilaterally waived by Dr. Laufer at the time of such proceedings should he so choose.



 









 





     4. Miscellaneous.



     (a) This Agreement is entered into by Dr. Laufer in order to comply with the
management and limited partnership agreements of Menlo Ventures VI, L.P. and MV Management
VI, L.P. of which Dr. Laufer is a General Partner.



     (b) This Agreement shall be governed by and construed in accordance with the laws of the
State of California, and the parties hereto submit to the exclusive jurisdiction of the courts
in California, both state and federal, with respect to the subject matter of this Agreement.



     (c) This Agreement shall not be modified, amended, rescinded, canceled or waived in whole
or in part except by written instruments signed by the parties hereto.



     (d) This Agreement expresses modifications to existing agreements between the parties. All
previous agreements between the parties are hereby terminated, including all compensation
agreements, consulting agreements and agreements for the assignment of intellectual property.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set
forth above.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	CORDIAL MEDICAL, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Michael D. Laufer	 	By:	 	/s/ Tony R. Brown	 	 
	 	 	 	 	 	 	 
	Michael D. Laufer, M.D.	 	 	 	 	 	 
	 	 	 	 	Title: President & CEO	 	 
	 
	 	 	 	 	 	 	 	 
	MENLO VENTURES VI, L.P.	 	 	 	 	 	 
	BY:

	 	MV MANAGEMENT VI, L.P.	 	 	 	 	 	 
	 

	 	ITS GENERAL PARTNER	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ H. D. Montgomery	 	 	 	 	 	 






 









 






EXHIBIT D




AGREEMENT



THIS AGREEMENT (the “Agreement”) is made by and among Broncus Technologies, Inc. (“Broncus”), Menlo
Ventures VII, L.P. (“Menlo”) and Michael D. Laufer, M.D. (“Dr. Laufer”) as of April 30, 1997.




     1. Assignment of Past Inventions. In exchange for one hundred dollars ($100), receipt
of which is hereby acknowledged, Dr. Laufer and Menlo hereby assign to Broncus all of his, its and
their existing right, title and interest in and to any and all inventions, improvements, trade
secrets, patents, patent applications and in process patent applications (collectively
“inventions”) conceived of and reduced to practice by Dr. Laufer, solely or jointly, on or before
February 7, 1997, and which relate to the areas of pulmonary assist devices and the treatment of the
airways of the lungs (collectively the “Field”).
Dr. Laufer retains his rights and interest in being named as an author or the principal author
in any and all such inventions within the Field.



     2. Ownership of Future Inventions. Dr. Laufer and Menlo shall assign for valuable
consideration to Broncus all of his, its , and their existing right, title and interest to any
invention or discovery, patentable or otherwise, and any development, improvement, trade secret, or
other intellectual property within the Field conceived, developed and/or reduced to practice by Dr.
Laufer, alone or in combination with others at Broncus after February 7, 1997, arising from work
done on behalf of Broncus, including but not limited to the review or development of products. Dr.
Laufer shall have no obligation to Broncus with respect to any other inventions or discoveries,
patentable or otherwise, or for any other development, improvement, trade secret or other
intellectual property except as listed above.



     3. Further Agreements.



     (a) All prior agreements between Dr. Laufer and Broncus are hereby terminated. Dr. Laufer
acknowledges that he is a director of Broncus and will continue to be subject to his fiduciary
duties relating to his role as a member of the board of directors of Broncus.



     (b) With respect to all inventions and information assigned by Dr. Laufer to Broncus under
this Agreement, Dr. Laufer will assist Broncus in any reasonable manner upon reasonable request to
obtain for Broncus’ benefit patents in any and all countries and Dr. Laufer will execute, upon
reasonable request, patent applications, assignments and declarations to or for Broncus or persons
designated by it, and any other lawful documents required to carry out the purposes of this
Agreement. Dr. Laufer will further assist Broncus in every way including but not limited to
testifying in any suit or proceeding, to enforce any such patents or patent applications. Broncus
agrees that it will reimburse Dr. Laufer for any and all out of pocket expenses associated with
such enforcement proceedings. In addition, should such proceedings ensue after such time as Dr.
Laufer is no longer a member of the board of directors, Broncus will reimburse Dr. Laufer for his
time at a rate mutually agreed upon but not less than $250/hour which can be unilaterally waived by
Dr. Laufer at the time of such proceedings should he so choose.



 









 





     4. Miscellaneous.



     (a) This Agreement is entered into by Dr. Laufer in order to comply with the management
and limited partnership agreements of Menlo Ventures VII, L.P. and MV Management VII, L.P.
of which Dr. Laufer is a General Partner.



     (b) This Agreement shall be governed by and construed in accordance with the laws of the
State of California, and the parties hereto submit to the exclusive jurisdiction of the courts
in California, both state and federal, with respect to the subject matter of this Agreement.



     (c) This Agreement shall not be modified, amended, rescinded, canceled or waived in whole
or in part except by written instruments signed by the parties hereto.



     (d) This Agreement expresses modifications to existing agreements between the parties. All
previous agreements between the parties are hereby terminated, including all compensation
agreements, consulting agreements and agreements for the assignment of intellectual property.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth
above.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	BRONCUS TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Michael D. Laufer	 	By:	 	/s/ Glendon E. French	 	 
	 	 	 	 	 	 	 
	Michael D. Laufer, M.D.	 	 	 	 	 	 
	 	 	 	 	Title: President & CEO	 	 
	 
	 	 	 	 	 	 	 	 
	MENLO VENTURES VII, L.P.	 	 	 	 	 	 
	BY:

	 	MV MANAGEMENT VI, L.P.	 	 	 	 	 	 
	 

	 	ITS GENERAL PARTNER	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ H. D. Montgomery