0000950134-04-010413 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • July 22nd, 2004 • Cabg Medical Inc • Minnesota

THIS AGREEMENT made this 18th day of August is by and between CABG Medical, Inc., a Minnesota Corporation (the “Company”), and John L. Babitt, a resident of the State of Minnesota (the “Employee”).

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MASTER LICENSE AGREEMENT
Master License Agreement • July 22nd, 2004 • Cabg Medical Inc • Minnesota

THIS AGREEMENT is by and between SurModics, Inc., a corporation of the State of Minnesota, which has an office at 9924 West 74th Street, Eden Prairie, MN 55344 (hereinafter referred to as SURMODICS), and CABG Medical, Inc., a corporation of Minnesota, which has an office at 14505 21st Avenue North, Suite 212, Minneapolis, MN 55447 (hereinafter referred to as CABG).

SUPPLY AGREEMENT
Supply Agreement • July 22nd, 2004 • Cabg Medical Inc • Arizona

This Agreement, dated 1/1/04, is made between BARD PERIPHERAL VASCULAR, Inc., a subsidiary of C. R. Bard, Inc. (“Bard”), having offices at 1625 W. 3rd Street, Tempe, AZ 85281 (“BARD PERIPHERAL VASCULAR”) and CABG Medical, Inc., having offices at 14505 21st Ave. N., Suite 212, Minneapolis, MN 55447 (“Purchaser”).

TECHNOLOGY TRANSFER AGREEMENT
Technology Transfer Agreement • July 22nd, 2004 • Cabg Medical Inc • Minnesota

This Agreement is made as of 5 JUNE, 1996 by and between Manuel A. Villafaña, a Minnesota resident (“Transferee”) and ATS Medical, Inc., a Minnesota corporation (“ATS”).

Clinical Coating Agreement
Clinical Coating Agreement • July 22nd, 2004 • Cabg Medical Inc

WHEREAS, CABG and SURMODICS are parties to a Mutual Confidential Disclosure Agreement, effective December 27, 2001 that prohibits CABG from using SURMODICS’ coatings in human subjects;

MATERIALS TRANSFER AGREEMENT MAYNE PHARMA (USA) INC
Materials Transfer Agreement • July 22nd, 2004 • Cabg Medical Inc • Minnesota

Mayne Pharma (USA) Inc (“Mayne”) agrees to transfer the materials to CABG Medical, Inc. (“Recipient”) and Recipient agrees to use the Materials to carry out the Research Plan described below on terms and conditions agreed to between the Parties (Mayne and Recipient) and hereinafter appearing:

MANUEL A. VILLAFANA CONSULTING AGREEMENT
Consulting Agreement • July 22nd, 2004 • Cabg Medical Inc

THIS AGREEMENT is made as of the 1st day of April, 2003 by an between CABG Medical, Inc., a Minnesota corporation (the “Company”), and Manuel A. Villafaña, a resident of the States of Minnesota (“MAV”).

TECHNOLOGY TRANSFER AGREEMENT
Technology Transfer Agreement • July 22nd, 2004 • Cabg Medical Inc • Minnesota

THIS TECHNOLOGY TRANSFER AGREEMENT (the “Agreement”), is entered into effective July 15, 2004, by and between CABG Medical, Inc., a Minnesota corporation (the “Company”) and Manuel A. Villafaña (“Villafaña”).

Re: Amendment to Technology Transfer Agreement between ATS Medical, Inc. and Manuel A. Villafaña
Technology Transfer Agreement • July 22nd, 2004 • Cabg Medical Inc

This letter concerns the Technology Transfer Agreement Dated June 5, 1996 between ATS Medical, Inc. (“ATS”) and Manuel A. Villafaña (the “Agreement”). The purpose of this amendment is to (i) transfer the rights and obligations of Manuel A. Villafaña to CABG Medical, Inc. (“CABG”), (ii) amend the royalty payment provision set forth in Section 2 of the Agreement, and (iii) amend the termination provision set forth in Section 6 of the Agreement.

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