AMENDED AND RESTATED TECHNOLOGY ACQUISITION AGREEMENT

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Exhibit 10.14

AMENDED AND RESTATED TECHNOLOGY ACQUISITION AGREEMENT

        This Amended and Restated Technology Acquisition Agreement (the "Agreement") is entered into effective as of the 14th day of March, 1996, by and between Nicholas Kowanko, Ph.D. of 618 South Fifth Street, Moorhead, Minnesota 56560 ("Dr. Kowanko") and CryoLife, Inc. of 2211 New Market Parkway, Suite 142, Marietta, Georgia 30067 ("CryoLife").

        WHEREAS, Dr. Kowanko has invented and may develop in the future, pursuant to his services under this Agreement, certain Trade Secrets, Know-How and Patents (as defined below and collectively referred to as the "Technology") related to methods, procedures, and sciences for creating a bioadhesive ("Adhesive") which is more particularly described in Exhibit A attached hereto;

        WHEREAS, Dr. Kowanko is the owner of all right, title, and interest in and to the Technology;

        WHEREAS, CryoLife desires to acquire the Technology in order to continue its product development and eventually commercialize products utilizing the Technology and to obtain certain assistance from Dr. Kowanko;

        WHEREAS, the parties entered into a Technology Acquisition Agreement (the "TA Agreement") on March 14, 1996 to transfer the Technology and provide for Dr. Kowanko's assistance upon the terms and conditions set forth therein; and

        WHEREAS, the parties desire to amend the TA Agreement in certain particulars by entering into this Agreement, which Agreement the parties intend to supersede the original TA Agreement.

        NOW, THEREFORE, in consideration of the premises, the promises hereinafter set forth, and other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

        I.     Definitions.     The following terms shall have the following meanings when used in this Agreement:

        A.    "Improvements" shall mean any and all (i) changes or enhancements to the Adhesive (including, without limitation, formulation changes to reduce Adhesive and component toxicity), (ii) new bioadhesive inventions, and (iii) information relating to any delivery devices for the Adhesive, developed by Dr. Kowanko pursuant to his services under this Agreement.

        B.    "Know-How" shall mean any and all non-confidential information relating to the Adhesive or its formulation currently owned by Dr. Kowanko or developed by Dr. Kowanko pursuant to his services under this Agreement.

        C.    "Patent(s)" shall mean any and all domestic and foreign patents or patent applications of Dr. Kowanko, which relates to the Adhesive or its formulation, or which may in the future be filed on the Trade Secrets or Know-How, including, without limitation, U.S. Patent No. 5385606. The term Patent(s) also shall include any and all U.S. or foreign divisions, continuations, continuation-in-part, substitutions, reissues, and extensions of said Patent(s).

        D.    "Technology" shall mean the Know-How, Patent(s), Trade Secrets, and Improvements.

        E.    "Trade Secrets" shall mean any and all confidential information, relating to the Adhesive or its formulation currently owned by Dr. Kowanko or developed by Dr. Kowanko pursuant to his services under this Agreement.

        II.     Assignment of Technology.     Dr. Kowanko hereby sells, assigns, and transfers, and agrees to sell, assign, and transfer all of his right, title, and interest in and to the Technology to CryoLife. Dr. Kowanko agrees to execute such further documents and instruments as CryoLife may reasonably request in order to further evidence the transfer of the Technology as contemplated hereunder.

        III.     Purchase Price.     

        A.     Purchase Price.     CryoLife shall pay Dr. Kowanko the sum of $1,200,000 (the "Purchase Price") for the assignment of the Technology. The Purchase Price shall be payable as follows: $290,000 shall be payable upon execution of this Agreement (which amount has been paid) and the balance shall be payable (i) in three equal installments of $290,000 each of the first, second, and third anniversaries of the date of this Agreement and (ii) one final installment of $40,000 on the fourth anniversary of the date of this Agreement. The Purchase Price shall also include a 1.7% royalty on Net Revenues (gross revenues minus sales tax, returns, discounts, freight and return freight, if any) from future commercial sales of the Adhesive by CryoLife which exceed $25 million in the aggregate. In the case where the right to sell Adhesive is licensed to a third party, the royalty rate shall be computed, at CryoLife's discretion, as 1.7% of the Net Revenues of the licensee from commercial sales of the Adhesive or as 10% of CryoLife's revenues from the licensee (in which later event, CryoLife will not be obliged to pay a 1.7% royalty based on its licensee's sales of Adhesives). The first payment of royalties shall be due within 90 days after the end of the calendar year in which CryoLife first generates revenues from the Adhesive in excess of $25 million in the aggregate and shall be accompanied by a written report showing all Net Revenues and royalties accrued during the preceding calendar year. Royalty payments and written reports shall be made and furnished annually thereafter. Notwithstanding the foregoing, the royalty portion of the Purchase Price shall not be payable at any time after, if ever, the Patents expire or are declared invalid by a court of law and such judgment is not overruled. If CryoLife chooses to license the Adhesive to a third party for a lump sum or fixed payment (as opposed to a royalty) before an aggregate of $25 million in commercial sales has been reached, it must condition sub-licensing on accurate accounting by the licensee on an annual basis of all net revenues received from sales of the Adhesive. CryoLife must add these accounting figures to all sales from other sources for purposes of computing aggregate sales and the computation of amounts owed to Dr. Kowanko.

        B.     Consulting Fee.     For so long as Dr. Kowanko provides consulting services pursuant to Section 9 below, Dr. Kowanko shall receive a consulting fee of $10,000 per year. Such consulting fee shall be payable each year in advance.

        C.     Records.     CryoLife shall maintain a true and correct set of records pertaining to commercial sales of Adhesive and license revenues obtained from the licenses of the Adhesive. CryoLife shall be obliged to maintain records relating to any year for a period of five years. CryoLife agrees to permit an auditor selected by Dr. Kowanko and reasonably acceptable to CryoLife to have access during normal business hours to such records to determine the correctness of any report and/or royalty payment made under this Agreement. In the event that the audit reveals an underpayment of royalty by more than 7%, the cost of the audit shall be paid by CryoLife. Such accountant shall maintain in confidence, and shall not report to Dr. Kowanko or others, any information concerning CryoLife or its operations or properties other than information directly relating to the correctness of such reports and payments.

        IV.     Representations of Dr. Kowanko.     Dr. Kowanko hereby represents and warrants that he independently developed the Technology, that no university or governmental agency with or for whom Dr. Kowanko works or has worked in the past, or any student or employee thereof (other than Dr. Kowanko), has any right, title or interest in or to the Technology, and that Dr. Kowanko has the authority to enter into and perform his obligations under this Agreement. Dr. Kowanko further represents and warrants that he knows of no other compound or adhesive similar to the Adhesive or which provides the same or substantially similar functionality. Dr. Kowanko warrants that said Technology has not been assigned, licensed, pledged, mortgaged or conveyed in whole or in part to any third party. Dr. Kowanko warrants that he has no agreement with any third party which conflicts with his obligations to CryoLife under this Agreement. Dr. Kowanko does not warrant that the practice of the Patent or the use by CryoLife of the Technology does not infringe or impinge upon any patent rights of others.

        V.     Indemnification.     Subject to the accur