Common use of Consent by JHU Clause in Contracts

Consent by JHU. Pursuant to a letter dated as of December 27, 2005, a copy of which has been received by Bionics, JHU consented to the collateral assignment to Bionics, and the grant to Bionics of a security interest in, all of the Company’s right, title and interest in and to the JHU Agreement. In Witness Whereof, the undersigned have executed this Agreement as of the date first written above. BIONICS: ADVANCED BIONICS CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Its: President and Co-Chief Executive Officer COMPANY: SURGI- VISION, INC. /s/ Xxxxxx X. Xxxxxxx By: Xxxxxx X. Xxxxxxx Its: President [Signature Page to System and Lead Development and Transfer Agreement] Schedule 4.2-1 SCHEDULE 4.2 CAPITALIZATION A capitalization table is set forth on the following page. As of the date of this Agreement, options to purchase an aggregate of 1,375,000 shares of the Company’s Common Stock are outstanding. The Company has issued convertible promissory notes in the aggregate principal amount of $300,000. Such promissory notes are convertible into, among other things, shares of the Company’s equity securities (of the type, kind and character sold by the Company in a minimum equity financing) and warrants to purchase shares of the Company’s Common Stock. Pursuant to that certain First Amended and Restated Stockholders’ Agreement dated April 30, 2004, among the Company, Dara BioSciences, Inc. (“Dara”), JHU and the other stockholders party thereto, Dara has the right to maintain its then current ownership percentage of the Company (determined on a fully diluted basis) upon the issuance of new securities, subject to customary exceptions. Dara has waived its percentage maintenance right with respect to the Note and any Conversion Shares issued upon conversion thereof. SCHEDULE 4.3