This Agreement ("Agreement") is effective as of September 24, 1990, by and between CarboMedics, Inc., a
Texas corporation with a place of business at 1300-B East Anderson Lane, Austin, Texas 78752 ("Licensor")
and Helix BioCore, Inc., 3905 Annapolis Lane, Minneapolis, Minnesota 55447 ("Licensee").
WHEREAS Licensor has been instrumental in the development of a cardiac valve prosthesis and
WHEREAS Licensee desires to license the cardiac valve prosthesis and Licensor is willing to grant a license
upon the terms and conditions contained in this Agreement and
WHEREAS Licensor and Licensee have entered into a supply contract (the "Supply Contract"), development
agreement (the "Development Agreement") and option agreement all of even date herewith,
NOW, THEREFORE, in consideration of the premises and the faithful performance of the mutual covenants and
obligations contained in this Agreement, the parties agree as follows:
Article I. Definitions
1.1 "Licensed Product" means a specific configuration of a bileaflet heart valve prosthesis embodying at least one
of the claims of U.S.P.N. 4,692,165 (hereinafter called the "Patent") and having substantially flat leaflets and
opposed pivot posts on an interior surface of an annular body of said heart valve, said pivot posts comprising
spherical surface portions, each pivot post being receivable in a notch in a leaflet or constituent parts for such a
bileaflet heart valve prosthesis. The Licensed Product will comprise leaflets as shown in Fig. 17 of the Patent and
pivots as shown in Fig. 25 of the Patent.
1.2 CMI currently is the holder of U.S.P.N. 4,822,353 dated April 1, 1989 which utilizes some corresponding
figure attachments used in U.S.P.N. 4,692,165. Licensee has no rights or claims to U.S.P.N. 4,822,353.
Article II. License Grant
2.1 In consideration of entering the Supply Contract and purchasing the Components (as defined in the Supply
Agreement) required by the Supply Agreement, Licensor hereby grants to