AGREEMENT
Exhibit 10.19
AGREEMENT
This Agreement is entered into on August 14, 2006, to be effective as of December 26, 2003
(the “Effective Date”), by and between Broncus Technologies, Inc., a California corporation
(“Broncus”), and Asthmatx, Inc., a California corporation (“Asthmatx”).
RECITALS
A. Broncus was assigned certain intellectual property, pursuant to an Agreement entered into
with Xxxxxxx Xxxxxx (“Xxxxxx”) and Menlo Ventures VII L.P. dated April 30, 1997 (the “Assignment
Agreement”).
B. In connection with such assignment of intellectual property, Broncus entered into an
Agreement not to Xxx effective April 30, 1997 with VNUS Medical Technologies, Inc., SURx, Inc. and
Cordial Medical, Inc. (the “Agreement not to Xxx”).
C. Broncus organized Asthmatx as a subsidiary and transferred to it certain intellectual
property received pursuant to the Assignment Agreement, and distributed its shares in Asthmatx to
its shareholders in December 2003.
D. Broncus entered into an Independent Consultant Agreement with Xxxxxx dated May 27, 2003
which was effective February 8, 1997, which was assigned to Asthmatx on December 26, 2003 in
connection with the organization of Asthmatx.
E. The parties now want to enter into certain agreements related to the foregoing.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Broncus acknowledges that Asthmatx may retain Xxxxxx as a consultant in the field
consisting of devices and procedures for providing asthma therapy and to own any invention that
Xxxxxx may make after the Effective Date in such field.
2. Asthmatx acknowledges that Broncus may retain Xxxxxx as a consultant in the field
consisting of devices and procedures for providing emphysema therapy and to own any invention that
Xxxxxx may make after the Effective Date in such field.
3. Asthmatx agrees that to the extent that Broncus licensed or assigned to it any Inventions
(as defined in the Agreement not to Xxx) that were assigned to Broncus pursuant to the Assignment
Agreement, Asthmatx shall be subject to and hereby agrees to perform each and every of Broncus’
obligations related thereto set forth in the Agreement not to Xxx.
4. This Agreement reflects the entire agreement of the parties related to the subject matter
hereof, may only be amended in writing and shall be governed by California Law.
IN WITNESS WHEREOF, this Agreement has been entered into as of the Effective Date.
| Broncus Technologies, Inc. | Asthmatx, Inc. | |||||||
By:
|
/s/ Xxxx Xxxx | By: | /s/ Xxxx Xxxxxx | |||||
Its:
|
President & CEO | Its: | President & CEO | |||||
