Common use of Delivery of the Shares at Closing Clause in Contracts

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur on February , 2002 (the "Closing Date"), at the offices of the Company's counsel. At the Closing, the Company shall deliver to the Investor, using customary book-entry procedures, the number of Shares set forth on the signature page hereto, and the Investor shall deliver to the Placement Agent (as defined in the Registration Statement or any supplement thereto) a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth on the signature page hereto. The Company may accept or reject Agreements in its discretion. The Company's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) completion of the purchases and sales Shares under the Agreements that may be executed with the Other Investors; and (b) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. The Investor's obligation to purchase the Shares shall be subject to the condition that the Placement Agent shall not have (a) terminated the Placement Agency Agreement dated February , 2002, between the Company and the Placement Agent (the "Placement Agency Agreement") pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur on February December 9, 2002 2003 (the "“Closing Date"”), at the offices of the Company's ’s counsel. At the Closing, the Company shall deliver to the Investor, using customary book-entry procedures, the number of Shares set forth on the signature page hereto, and the Investor shall deliver to the Company or as otherwise directed by the Placement Agent Agents (as defined in the Registration Statement or any supplement thereto) a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth on the signature page hereto. The Company may accept or reject Agreements in its discretion. The Company's ’s obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) completion of the purchases and sales of Shares under the Agreements that may be executed with the Other Investors; and (b) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. The Investor's ’s obligation to purchase the Shares shall be subject to the condition that the Placement Agent Agents shall not have (a) terminated the Placement Agency Agreement dated February December 3, 20022003, between the Company and the Placement Agent (the "“Placement Agency Agreement"”) pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur on February April 23, 2002 (the "Closing Date"), at the offices of the Company's counsel. At the Closing, the Company shall deliver to the Investor, physically or using customary book-entry procedures, the number of Shares set forth on the signature page hereto, and the Investor shall deliver to the Placement Agent (as defined in the Registration Statement or any supplement thereto) Company a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth on the signature page hereto. The Company may accept or reject Purchase Agreements in its discretion. The Company's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) completion of the purchases and sales Shares under the Agreements that may be executed with the Other Investors; and (b) the accuracy of the representations and warranties made by the Investors Investor and the fulfillment of those undertakings of the Investors Investor to be fulfilled prior to the Closing. The Investor's obligation to purchase the Shares shall be subject to the condition that Shoreline Pacific, LLC (the "Placement Agent Agent") shall not have (a) terminated the Placement Agency Agreement dated February April 18, 2002, between the Company and the Placement Agent (the "Placement Agency Agreement") pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur on February May 18, 2002 2010 at 10:00 a.m. (Eastern Time) or at such later date and time as the "parties hereto may agree upon (such date and time of payment being herein called the “Closing Date"”), at the offices of the Company's Placement Agents’ counsel. At the Closing, the Company shall deliver to the each Investor, using customary book-entry procedures, the number of Shares set forth on the signature page heretoSchedule I to this Agreement, and the each Investor shall deliver to the Placement Agent (as defined in the Registration Statement or any supplement thereto) a certified or official bank check or Company via wire transfer of funds in the full amount of the aggregate purchase price for the Shares being purchased hereunder as set forth opposite such Investor’s name on Schedule I hereto to a bank account designated by the signature page hereto. The Company may accept or reject Agreements in its discretionCompany. The Company's ’s obligation to issue and sell the Shares to the each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of wire transfer of funds in the full amount of the purchase price for the Shares being purchased; (b) completion of the purchases and sales of Shares under the Agreements that may be executed with the Other Investors; and (bc) the accuracy of the representations and warranties made by the Investors each Investor and the fulfillment of those undertakings of the Investors each Investor to be fulfilled prior to the Closing. The Each Investor's ’s obligation to purchase the Shares shall be subject to the condition that the Placement Agent Agents shall not have (a) terminated the Placement Agency Agreement dated February as of May 13, 2002, 2010 (the “Placement Agency Agreement”) between the Company and the Placement Agent (the "Placement Agency Agreement") Agents pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfiedsatisfied without waiver thereof.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur on February 13, 2002 2007 (the "“Closing Date"”), at the offices of the Company's ’s counsel. At the Closing, the Company shall deliver to the Investor, each Investor using customary book-entry procedures, the number of Shares set forth opposite such Investor’s name on the signature page hereto, Schedule I hereto and the each Investor shall deliver to the Placement Agent (as defined in the Registration Statement or any supplement thereto) a certified or official bank check or wire transfer of funds in the full amount of the aggregate purchase price for the Shares being purchased hereunder hereunder, as set forth opposite such Investor’s name on Schedule I hereto, to the signature page hereto. The Company may accept or reject Agreements in its discretionCompany. The Company's ’s obligation to issue and sell the Shares to the each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a wire transfer of funds in the full amount of the purchase price for the Shares being purchased; (b) completion of the purchases and sales of Shares under the Agreements that may be executed with the Other Investors; and (bc) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. The Investor's ’s obligation to purchase the Shares shall be subject to the condition that the Placement Agent shall not have (a) terminated the Placement Agency Agreement dated February 7, 20022007, between the Company and the Placement Agent (the "“Placement Agency Agreement"”) pursuant to the terms thereof or (b) determined that the conditions to closing Closing in the Placement Agency Agreement have not been satisfied.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur on February , 2002 at a place and time (the "Closing Date")) to be specified by the Company and the Placement Agent, at and of which the offices of Investors will be notified in advance by the Company's counselPlacement Agent. At the Closing, the Company shall deliver to the Investor, using customary book-entry procedures, Investor one or more stock certificates representing the number of Shares set forth on the signature page hereto, and each such certificate to be registered in the name of the Investor shall deliver to or, if so indicated on the Placement Agent (Stock Certificate Questionnaire attached hereto as defined Exhibit A, in the Registration Statement or any supplement thereto) name of a certified or official bank check or wire transfer of funds in nominee designated by the full amount of the purchase price for the Shares being purchased hereunder as set forth on the signature page hereto. The Company may accept or reject Agreements in its discretionInvestor. The Company's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of the purchase price for the Shares being purchased hereunder as set forth on the Signature Page hereto; (b) completion of the purchases and sales Shares under the Agreements that may be executed with the Other Investors; and (bc) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. The Investor's obligation to purchase the Shares shall be subject to the condition that following conditions, any one or more of which may be waived by the Placement Agent shall not have Investor: (a) terminated Investors shall have executed Agreements for the Placement Agency Agreement dated February , 2002, between the Company and the Placement Agent (the "Placement Agency Agreement") pursuant to the terms thereof or (b) determined that the conditions to closing purchase of Shares in the Placement Agency Agreement amount of at least $12,000,000 (excluding shares sold to Medtronic, Inc.). Subject to clause (a) above, the Investor's obligations are expressly not conditioned on the purchase by any or all of the other Investors of the Shares that they have not been satisfiedagreed to purchase from the Company.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur on February June [ ], 2002 2005 (the "“Closing Date"”), at the offices of the Company's Placement Agent’s counsel. At the Closing, the Company shall deliver to the each Investor, using customary book-entry procedures, the number of Shares set forth on the signature page heretoSchedule I to this Agreement, and the each Investor shall deliver to the Company or as otherwise directed by the Placement Agent (as defined in the Registration Statement or any supplement thereto) Agents a certified or official bank check or wire transfer of funds in the full amount of the aggregate purchase price for the Shares being purchased hereunder as set forth opposite such Investor’s name on Schedule I hereto, to a trust account with The Bank of New York, as escrow agent (the signature page hereto. The Company may accept or reject Agreements in its discretion“Escrow Agent”). The Company's ’s obligation to issue and sell the Shares to the each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Escrow Agent of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased; (b) completion of the purchases and sales of Shares under the Agreements that may be executed with the Other Investors; and (bc) the accuracy of the representations and warranties made by the Investors each Investor and the fulfillment of those undertakings of the Investors each Investor to be fulfilled prior to the Closing. The Each Investor's ’s obligation to purchase the Shares shall be subject to the condition that the Placement Agent Agents shall not have (a) terminated the Placement Agency Agreement dated February June [ ], 20022005, between the Company and the Placement Agent Agents (the "“Placement Agency Agreement"”) pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur on February April 20, 2002 2004 (the "“Closing Date"”), at the offices of the Company's Placement Agent’s counsel. At the Closing, the Company shall deliver to the each Investor, using customary book-entry procedures, the number of Shares set forth on the signature page heretoSchedule I to this Agreement, and the each Investor shall deliver to the Company or as otherwise directed by the Placement Agent (as defined in the Registration Statement or any supplement thereto) Agents a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth on the signature first page hereto. The Company may accept or reject Agreements in its discretionof this Agreement. The Company's ’s obligation to issue and sell the Shares to the each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) completion of the purchases and sales of Shares under the Agreements that may be executed with the Other Investors; and (b) the accuracy of the representations and warranties made by the Investors each Investor and the fulfillment of those undertakings of the Investors each Investor to be fulfilled prior to the Closing. The Each Investor's ’s obligation to purchase the Shares shall be subject to the condition that the Placement Agent Agents shall not have (a) terminated the Placement Agency Agreement dated February April 14, 20022004, between the Company and the Placement Agent Agents (the "“Placement Agency Agreement"”) pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur on February January __, 2002 (the "Closing Date"), at the offices of the Company's counsel. At the Closing, the Company shall deliver to the Investor, using customary book-entry procedures, the number of Shares set forth on the signature page hereto, and the Investor shall deliver to the Placement Agent (as defined in the Registration Statement or any supplement thereto) a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth on the signature page hereto. The Company may accept or reject Agreements in its discretion. The Company's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) completion of the purchases and sales of all the Shares under the Agreements that may be executed with the Other Investors; and (b) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. The Investor's obligation to purchase the Shares shall be subject to the condition that the Placement Agent shall not have (a) terminated the Placement Agency Agreement dated February January 11, 2002, between the Company and the several Placement Agent (the "Placement Agency Agreement") pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfiedthereof.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur on Friday, February 1, 2002 or, at the Company's discretion, on such other date within ten (10) days thereafter at a place and time (the "Closing Date")) to be specified by the Company, at and of which the offices Investors will be notified in advance by the Company. At the Closing, the Investor shall deliver immediately available funds in the amount of the aggregate purchase price for the Shares by wire transfer to an account designated by the Company's counsel. At the Closing, the Company shall deliver to the Investor, using customary book-entry proceduresversus payment therefor, one or more stock certificates representing the number of Shares set forth on the signature page Signature Page hereto, and each such certificate to be registered in the name of the Investor shall deliver to or, if so indicated on the Placement Agent (Stock Certificate Questionnaire attached hereto as defined Exhibit A, in the Registration Statement or any supplement thereto) name of a certified or official bank check or wire transfer of funds in nominee designated by the full amount of the purchase price for the Shares being purchased hereunder as set forth on the signature page hereto. The Company may accept or reject Agreements in its discretionInvestor. The Company's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of the purchase price for the Shares being purchased hereunder as set forth on the Signature Page hereto; (b) completion of the purchases and sales Shares under the Agreements that may be executed with the Other Investors; and (bc) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. The Investor's obligation to purchase the Shares shall be subject to the condition following condition, which may be waived by the Investor: Investors shall have executed Agreements for the purchase of Shares. Subject to foregoing sentence, the Investor's obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Shares that they have agreed to purchase from the Placement Agent shall not have (a) terminated the Placement Agency Agreement dated February , 2002, between the Company and the Placement Agent (the "Placement Agency Agreement") pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfiedCompany.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur on February January , 2002 (the "Closing Date"), at the offices of the Company's counsel. At the Closing, the Company shall deliver to the Investor, using customary book-entry procedures, the number of Shares set forth on the signature page hereto, and the Investor shall deliver to the Placement Agent (as defined in the Registration Statement or any supplement thereto) a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth on the signature page hereto. The Company may accept or reject Agreements in its discretion. The Company's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) completion of the purchases and sales Shares under the Agreements that may be executed with the Other Investors; and (b) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. The Investor's obligation to purchase the Shares shall be subject to the condition that the Placement Agent shall not have (a) terminated the Placement Agency Agreement dated February January , 2002, between the Company and the Placement Agent (the "Placement Agency Agreement") pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur on February December 10, 2002 2009 at 10:00 a.m. (Eastern Time) or at such later date and time as the "parties hereto may agree upon (such date and time of payment being herein called the “Closing Date"Time”), at the offices of the Company's Placement Agents’ counsel. At the Closing, the Company shall deliver to the each Investor, using customary book-entry procedures, the number of Shares set forth on the signature page heretoSchedule I to this Agreement, and the each Investor shall deliver to the Placement Agent (as defined in the Registration Statement or any supplement thereto) a certified or official bank check or Company via wire transfer of funds in the full amount of the aggregate purchase price for the Shares being purchased hereunder as set forth opposite such Investor’s name on Schedule I hereto to a bank account designated by the signature page hereto. The Company may accept or reject Agreements in its discretionCompany. The Company's ’s obligation to issue and sell the Shares to the each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of wire transfer of funds in the full amount of the purchase price for the Shares being purchased; (b) completion of the purchases and sales of Shares under the Agreements that may be executed with the Other Investors; and (bc) the accuracy of the representations and warranties made by the Investors each Investor and the fulfillment of those undertakings of the Investors each Investor to be fulfilled prior to the Closing. The Each Investor's ’s obligation to purchase the Shares shall be subject to the condition that the Placement Agent Agents shall not have (a) terminated the Placement Agency Agreement dated February as of December 7, 2002, 2009 (the “Placement Agency Agreement”) between the Company and the Placement Agent (the "Placement Agency Agreement") Agents pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfiedsatisfied without waiver thereof.