ASSETS WHICH ARE THE SUBJECT OF A SECURITY
INTEREST PREVIOUSLY GRANTED BY THE COMPANY IN FAVOR OF BOSTON SCIENTIFIC
CORPORATION, AND
(II) WHETHER NOW OR HEREAFTER EXISTING OR ARISING, ALL (A) LEASES AND OTHER
CONTRACTS, (B) LICENSES (INCLUDING LICENSES TO SOFTWARE AND INTELLECTUAL
PROPERTY), (C) RIGHTS OF THE COMPANY UNDER SUCH LEASES, OTHER CONTRACTS AND
LICENSES, (D) PROPERTY, IF ANY, THAT IS OR BECOMES THE SUBJECT OF SUCH LEASES,
OTHER CONTRACTS OR LICENSES, AND (E) WITHOUT LIMITING (A) THROUGH (C),
COLLABORATIVE ARRANGEMENTS BY AND BETWEEN THE COMPANY AND ANY THIRD PARTY AND
ANY AND ALL INTERESTS OR RIGHTS OF THE COMPANY IN RESPECT OF THE ASSETS RELATED
THERETO.
THE SECURITY INTEREST GRANTED HEREBY, AND ANY CORRESPONDING LIEN, IS AND SHALL
BE FURTHER SUBJECT AND SUBORDINATE TO ANY SECURITY INTEREST AND LIEN GRANTED BY
THE COMPANY IN THE COLLATERAL AND ESTABLISHED AT ANY TIME OR FROM TIME TO TIME
IN THE FUTURE AS PART OF ANY FINANCING ARRANGEMENTS THAT MAY BE ENTERED INTO BY
AND BETWEEN THE COMPANY AND ANY BANK OR FINANCIAL INSTITUTION, AND SHALL RANK
PARI PASSU AND SHALL BE DEEMED HEREBY AND THEREBY TO BE SPREAD WITH THE SECURITY
INTERESTS OTHERWISE GRANTED AND LIENS ESTABLISHED OR CREATED IN THE COLLATERAL
PURSUANT TO OR AS CONTEMPLATED BY THE OTHER OFFERED NOTES OR ANY OTHER
CONVERTIBLE DEBT SECURITIES OF THE COMPANY AS MAY BE ISSUED FROM TIME TO TIME
AND WHICH SO EXPRESSLY PROVIDE, AND THE HOLDER BY ACCEPTING THIS NOTE DOES
HEREBY EXPRESSLY CONSENT THERETO, IT BEING THE INTENTION OF THE COMPANY AND THE
HOLDER THAT THE SECURITY INTEREST HEREBY GRANTED, AND ANY CORRESPONDING LIEN
ESTABLISHED OR CREATED, SHALL RANK IN RIGHT OF PRIORITY (SUBJECT IN ANY EVENT TO
THE LIMITS AND EXCLUSIONS OTHERWISE HEREIN PROVIDED) IN RESPECT OF THE
COLLATERAL SENIOR ONLY TO THE GENERAL UNSECURED INDEBTEDNESS AND OTHER UNSECURED
OBLIGATIONS OF THE COMPANY NOW OR HEREAFTER EXISTING, PARI PASSU WITH THE
SECURITY INTERESTS GRANTED AND LIENS ESTABLISHED OR CREATED PURSUANT TO OR AS
CONTEMPLATED BY THE OTHER OFFERED NOTES AND ANY OTHER CONVERTIBLE DEBT
SECURITIES OF THE COMPANY AS MAY BE ISSUED FROM TIME TO TIME AND WHICH SO
EXPRESSLY PROVIDE, AND JUNIOR TO ANY OTHER LIEN CREATED OR SECURITY INTEREST
GRANTED BY THE COMPANY.
IN THE EVENT COMPANY FAILS TO PERFORM ANY OF ITS REPAYMENT OBLIGATIONS UNDER
THIS NOTE, AND SUCH DEFAULT IS CONTINUING FOR A PERIOD OF 10 BUSINESS DAYS AFTER
WRITTEN NOTICE FROM HOLDER TO THE COMPANY ("DEFAULT"), HOLDER MAY ACCELERATE
REPAYMENT OF THE PRINCIPAL PLUS ANY ACCRUED INTEREST AND EXERCISE, WITHOUT
FURTHER NOTICE, ALL RIGHTS AND REMEDIES UNDER THIS NOTE OR ENFORCE ANY RIGHTS
OTHERWISE AVAILABLE.
IN THE CASE OF SUCH DEFAULT, HOLDER SHALL GIVE THE COMPANY
NOT LESS THAN 60 BUSINESS DAYS PRIOR WRITTEN NOTICE OF ITS INTENDED DISPOSITION
OF THE COLLATERAL; PROVIDED, HOWEVER, IF COMPANY CURES SUCH DEFAULT PRIOR TO
EXPIRATION OF SUCH NOTICE PERIOD, DEFAULT WILL BE NOT DEEMED TO HAVE OCCURRED
AND HOLDER SHALL HAVE NO RIGHTS TO ACCELERATE REPAYMENT OR ENFORCE THE
COLLATERAL.
FOR THE PURPOSE OF ENFORCING