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Now, therefore, the Parties to this Settlement Agreement mutually agree and contract with each other, for good and reciprocal consideration given and received, as follows:
Settlement Agreement (with Patent License)

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2.01 “Permitted Markets” shall mean:

A.
Exclusive: (i). All adult (male and female) footwear; and (ii). Insoles.

B.
Non-Exclusive: (i). Athletic footwear; and (ii). Military footwear.

The parties shall work with one another and negotiate in good faith regarding growing, adding and allocating future Permitted Markets and Territories (defined below), both exclusive and non-exclusive. Such negotiations shall have the goal of (i) growing or adding Permitted Markets and Territories in those Permitted Markets and Territories in which LICENSEE has or intends to have a market presence (however, LICENSEE shall not be granted additional exclusive licenses unless LICENSEE has a “significant” market share in the particular Territory or Permitted Market); and (ii) creating a mutually beneficial business structure and may include, without limitation, creating channel, market, or other carve outs, co-existence agreements, utilizing mutual sales resources, and the sharing of relevant customer and/or business contact information. As used in this paragraph, “significant” means: (i). LICENSEE had during the 12 months preceding such date, annual gross sales revenues of all of its footwear products in the proposed Permitted Market in the Territory in excess of five-hundred thousand dollars ($500,000.00); (ii). LICENSEE has an established distributor in the proposed new exclusive Territory; or (iii). LICENSEE has a company retail outlet in the proposed new exclusive Territory.
License Agreement

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THIS AGREEMENT, entered into and effective as of the 15TH day of July, 1999 (the “Effective Date”) by and between TRISTRATA TECHNOLOGY, INC., a Delaware corporation having its principal place of business at 1105 North Market Street, Suite 1300, P.O. Box 8985, Wilmington, Delaware 19899 (hereinafter referred to as “LICENSOR”) and MDF Acquisition Corp. a Delaware corporation having a principal place of business at 10455 Pacific Center Court, San Diego, CA 92121, (hereinafter referred to as “LICENSEE”);

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ARTICLE II – DEFINITIONS

2.01 “Excluded Channel of Trade” shall mean the mail order, multi-level and direct door-to-door markets. Notwithstanding the Excluded Channel of Trade herein, LICENSEE may process orders made by customers of LICENSEE as a result of 800 telephone, toll-free telephone or telephone orders, provided that LICENSEE and its Affiliates shall not employ television, including without limitation, television infomercials, to advertise any 800 telephone, toll-free telephone or any telephone numbers to take, process or receive sales orders.

2.02 “Licensed Patent Rights” shall mean, subject to the specific exclusions set forth in Sections 1.03 and 2.03, those portions of the patents and patent applications set forth in Schedule A hereto, as Schedule A may from time to time be amended, and all divisions, continuations, continuations-in-part, reissues, reexaminations and extensions thereof; (a) covering only cosmetic and dermatologic preparations containing glycolic acid and/or its salts for: (1) the treatment of human skin wrinkles and/or fine lines on the human skin; (2) the treatment of dry skin; (3) as a skin cleanser; (4) as a hair conditioner; (5) as a shampoo; (b) covering only cosmetic and dermatologic preparations containing glycolic acid and/or its salts, in combination with salicylic acid for the treatment of acne; and (c) covering only cosmetic and dermatologic preparations containing glycolic acid and/or its salts in combination with two percent (2%) or less of hydroquinone for the treatment of pigmented spots on human skin.

2.03 Notwithstanding anything herein to the contrary, “Licensed Patent Rights” shall not include any rights to a patent or patent application on an invention unless such rights relate to:

(a) glycolic acid and/or its salts; and

(b) a method for using glycolic acid and/or its salts or compositions containing glycolic acid and/or its salts, for: (1) the treatment of human skin wrinkles or fine lines on the human skin by topically applying compositions containing glycolic acid or a salt thereof to human skin; (2) the treatment of dry skin; (3) as a skin cleanser; (4) as a hair conditioner, and (5) as a shampoo;

(c) a method for using glycolic acid and/or its salts, in combination with salicylic acid for the treatment of acne; or

(d) a method for using glycolic acid and/or its salts, in combination with two percent (2%) or less of hydroquinone for the treatment of pigmented spots on human skin.

2.04 “Licensed Products” shall include any cosmetic and/or dermatologic preparation covered by the Licensed Patent Rights: (a) containing glycolic acid and/or its salts: (1) for the treatment of human skin wrinkles and/or fine lines on the human skin; (2) the treatment of dry skin; (3) as a skin cleanser; (4) as a hair conditioner; (5) as a shampoo; or (b) cosmetic and dermatologic preparations containing glycolic acid and/or its salts, in combination with salicylic acid for the treatment of acne; or (c) cosmetic and dermatologic preparations containing glycolic acid and/or its salts in combination with two percent (2%) or less of hydroquinone for the treatment of pigmented spots on human skin.
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5. New Patents, Trademarks and Copyrights. Borrower represents and warrants that the Patents, Trademarks, and Copyrights listed on Schedules A, B, and C, include all of the patents, patent applications, trademark registrations, trademark applications, service marks registrations, service mark applications, registered copyrights and copyright applications, now owned or held by Borrower. If, prior to the termination of this Agreement, Borrower shall (i) create or obtain rights to any new patents, trademarks, trademark registrations, trademark applications, trade names, trade styles, service marks, service marks registrations, or service mark applications, or (ii) become entitled to the benefit of any patent, trademark, trademark registration, trademark application, trade name, trade style, service mark, service mark registration, service mark application, the provisions of Section 1 above shall automatically apply thereto and Borrower shall give the Agent prompt written notice thereof. Borrower hereby authorizes the Agent to modify this Agreement by (a) amending Schedules A, B, and/or C, as the case may be, to include any future patents, trademark registrations, trademark applications, service mark registrations, service mark applications, registered copyrights and copyright applications that are Patents, Trademarks or Copyrights under Section 1 above, or under this Section 5 (whether or not any such notice from Borrower has been sent or received), and (b) filing, in addition to and not in substitution for this Agreement, a supplement or addendum to this Agreement containing on Schedule B therein, as the case may be, such registered trademarks, trademark applications, service marks, registered service marks and service mark applications that are Trademarks under Section 1 above or this Section 5 and to take any action the Agent otherwise deems appropriate to perfect or maintain the rights and interest of the Agent, for the benefit of the Lender, under this Agreement with respect to such Patents, Trademarks and Copyrights.

6. Nature and Continuation of Security Interest; Notice to Third Parties. This Agreement has the effect of giving third parties notice of the Agent’s Security Interest in Borrower’s Patents, Trademarks and Copyrights. This Agreement is made for collateral security purposes only. This Agreement shall create a continuing security interest in the Patents, Trademarks and Copyrights and shall remain in full force and effect until the liabilities and Obligations of the Borrower to the Lenders have been paid in full, including all obligations under the Purchase Agreement and the Transaction Documents (as defined in the Purchase Agreement).
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2. Debtor hereby confirms its previous grant to Secured Party under the Loan Agreement and the Exim Agreement, and any related agreements, of the Security Interest in all of Debtor’s property and other assets of every kind and nature, and does hereby grant to Secured Party, a continuing first-priority security interest on all of Debtor’s right, title, and interest in, to and under the property described in Schedule I, whether presently existing or hereafter created or acquired (collectively, the “Intellectual Property Collateral”).
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LICENSE AGREEMENT

This License Agreement (this “Agreement”) is made as of Dec 6, 1999 by and between Biocoat, Incorporated (“Biocoat”), a Pennsylvania corporation with its principal place of business at 455 Pennsylvania Ave., Fort Washington, PA 19034 and Concentric Medical Inc., (“Licensee”), a Delaware corporation with its principal place of business at 2585 Leghorn Street, Mountain View, CA 94043.

WHEREAS, Biocoat owns patent rights and is licensed under patent rights of others with the right to sublicense, and possesses know-how and technical information relating to lubricious hydrophilic coatings, for application to medical devices, such as catheters and guidewires, and

WHEREAS, Licensee desires to obtain a license from Biocoat under such patent rights and to have access to Biocoat know-how and technical information to enable Licensee to apply such coatings, to be furnished by Biocoat, to certain products and Biocoat is agreeable to granting such a license pursuant to the terms of this Agreement,

NOW, THEREFORE, in consideration of the terms, conditions and covenants set forth below, the parties hereby agree as follows:

1.0 Definitions. For purposes of this Agreement, the following definitions shall apply:

1.1 “Affiliate” means, with respect to any party, its

respective direct or indirect ultimate parent company, if any, and any company, firm or other entity more than fifty percent (50%) of whose issued and voting capital or share participation is owned or controlled, directly or indirectly, by such party or by its parent company, but only for so long as such ownership or control shall continue.

1.2 “Product” means any of the products described in Schedule A, which is attached to and made part of this Agreement. Licensee reserves the right to add and/or modify Schedule A for newly developed products, subject to approval by Biocoat, which approval will not be withheld unless the change conflicts with contractual obligations to a third party.

1.3 “Net Sales” means the net billings of Licensee and its Affiliates from sales of Licensed Products to unaffiliated (i.e., other than Affiliate) third parties, after deducting normal and customary cash and trade discounts, returns, allowances and commissions to agents, and any excise, sales or use or other similar taxes.

1.4 “Field” means all actual or potential applications in the human vascular system.

1.5 “Medical Device Company” means a company which manufactures and markets finished medical devices as that term is defined in the Current Good Manufacturing Practice regulation of the Food and Drug Administration.

1.6 “Patents” means the patents and patent application described in Schedule B, which is attached to and made a part of this Agreement.

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Exclusive License Agreement

between

The Regents of the University of California

and

The Foundry, LLC

for

“Embolism Retrieval Device”

Case No. LA96-517-03/04

TABLE OF CONTENTS

LICENSE AGREEMENT

This Agreement is made and is effective this 29^th day of November 1999, (the “Effective Date”) between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“The Regents”), a California corporation having its corporate offices located at 1111 Franklin Street, Oakland, California 94607-5200, acting through its offices located at Box 140607, 10945 Le Conte Avenue, Suite 1401, Los Angeles, California 90095-1406, and Foundry, LLC. (“Licensee”), having a principal place of business at 604-D Fifth Ave., Redwood City, CA 94063.

RECITALS

WHEREAS, a certain invention (the “Invention”), generally characterized as “Embolism Retrieval Device” (UCLA Case No. LA96-517-03/04), was made in the course of research at the University of California, Los Angeles by Dr. Pierre Gobin and Dr. J. P. Wensel and is covered by Regents’ Patent Rights as defined below;

WHEREAS, Licensee and The Regents entered into a Secrecy Agreement effective August 13, 1999 and expiring on August 13, 2004 to allow Licensee to evaluate its interest in the Invention and, as a result of its evaluation, Licensee wishes to obtain certain rights from The Regents;

WHEREAS, Licensee is a “small business firm” as defined in 15 U.S.C. §42; and

WHEREAS, The Regents wishes that Regents’ Patent Rights be developed and utilized to the fullest extent so that the benefits can be enjoyed by the general public.

The parties agree as follows:

1. DEFINITIONS

1.1 “Regents’ Patent Rights” means The Regents interest in any of the patent applications listed in Appendix A attached to this Agreement and assigned to The Regents (UCLA Case Nos. LA96-517-03/04); any continuing applications thereof including divisions; but excluding continuations-in-part except to the (extent of claims entitled to the priority date of the parent case); any patents issuing on these applications including reissues and reexaminations; and any corresponding foreign patents or patent applications; all of which will be automatically incorporated in and added to Appendix A and made a part of this Agreement.

1.2 “Licensed Product” means any article, composition, apparatus, substance, chemical, or any other material covered by Regents’ Patent Rights or whose manufacture, use or sale would constitute an infringement of any claim within Regents’ Patent Rights, or any service, article, composition, apparatus, chemical, substance, or any other material made, used, or sold by or utilizing or practicing a Licensed Method.

1.3 “Licensed Method” means any process or method which is covered by Regents’ Patent Rights or whose use or practice would constitute an infringement of any claim within Regents’ Patent Rights.

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