LICENSE AGREEMENT

Exhibit 10.2

Execution Version

Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.

LICENSE AGREEMENT

     This License Agreement (the “Agreement”) dated as of June 1, 2007 (the “Effective Date”) is made by and between DSU Medical Corporation, a Nevada corporation (“Licensor”), and Medisystems Corporation, a Washington corporation (“Licensee”).

INTRODUCTION

     A. Prior to the merger of Medisystems Technology Corporation (“MTC”) into Licensor, Licensor and MTC entered into that certain License and Royalty Agreement dated as of October 1, 1998 (as amended, the “1998 License”) and MTC sublicensed certain of the rights granted thereunder to Licensee pursuant to that certain revocable Sub-License and Royalty Agreement dated as of October 1, 1998, (as amended, the “1998 Sublicense,” and together with the 1998 License, the “Existing Licenses”).

     B. Licensor, as successor in interest to MTC’s rights under the Existing Licenses has elected to revoke the 1998 Sublicense, terminate the 1998 License, and grant Licensee a new license on the terms and conditions set forth herein.

     In consideration of the receipt by Licensor of U.S. [**] Dollars ($[**]) and the mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensee and Licensor hereby agree as follows:

I. DEFINITIONS

     As used in this Agreement, the following terms, whether used in the singular or plural, shall have the following meanings:

     1.1 “Affiliate” means, with respect to any Person, any corporation, company, partnership, joint venture and/or firm which controls, is controlled by, or is under common control with such Person. For purposes of this Section, “control” shall mean (a) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or shares having the right to vote for the election of directors, and (b) in the case of non-corporate entities, direct or indirect ownership of at least fifty percent (50%) of the equity interest with the power to direct the management and policies of such non-corporate entities.

     1.2 “[**]” means that certain [**].

     1.3 “Covered Business Methods” means the methods and processes claimed in the Licensed Class B Patents for developing, testing, training, using, supplying, selling, manufacturing, storing, servicing, supporting, distributing and otherwise commercializing the Covered Products or Covered Treatment Methods.

     1.4 “Covered Methods” means the Covered Treatment Methods and the Covered Business Methods.

     1.5 “Covered Products” means Electro-Mechanical Equipment, Tubing Sets, Bag Sets, Blood Access Devices, Fluid Filters and Fluid Preparation Devices for the preparation, transport, containment or treatment of blood, dialysate or replacement fluids in Covered Treatments, as well as the Needle Safety Devices, Securement Devices and Components used in connection therewith, each as defined below:

(i) “Blood Access Devices” mean AVF, Apheresis, Buttonhole needles and similar products and angiograph and central venous catheters and other similar catheters. Blood Access Devices are deemed to include 10 gauge to 18 gauge winged needle sets and to exclude 19 gauge to 30 gauge winged needle sets.

(ii) “Components” mean the connectors, chambers, clamps, tubing, injection sites, LockSite needle-less valves (only to the extent such valves are covered by the claims of the LockSite Patents), caps, filters, used in connection with the Covered Products.

(iii) “Electro-mechanical Equipment” means dialysis machines, fluid preparation machines, dialysate preparation machines, CHF-type machines, fluid warmers and other similar machines.

(iv) “Fluid Filters” mean hemodialyzers, hemofilters, final filters, Water treatment filters, immuno-absorption filters and other similar filters.

(v) “Needle Safety Devices” means the Medic Product and similar needle safety devices, provided, however that “Needle Safety Devices” shall not include needle-bearing syringes with an attachable dull or safety needle component.

(vi) “Securement Devices” mean the products currently referred to as “MasterLock™”, “Wedgie™” and other similar products.

(vii) “Tubing Sets” mean blood tubing sets, peritoneal dialysis sets, dialysate sets, apheresis sets and other similar tubing sets.

     1.6 “Covered Treatments” means Extracorporeal Fluid Treatments and/or Renal Insufficiency Treatments.

     1.7 “Covered Treatment Methods” means the methods and processes claimed in the Licensed Class B Patents for developing, testing, using, supplying, selling, manufacturing, storing, servicing, supporting, distributing, training and otherwise commercializing the Covered Products and/or performing Extracorporeal Fluid Treatment or Renal Insufficiency Treatment.

     1.8 “Excluded Patents” means any and all (a) patents and patent applications set forth in Exhibit C hereto, (b) continuations, divisionals, re-examinations, substitutions, renewals, extensions, foreign counterparts and reissues of the patents and patent applications set forth in Exhibit C, (c) patents and patent applications, other than continuations in part, claiming priority from one or more of any of the foregoing, and (d) all continuations in part that include at least one patent claim that is entitled to claim the benefit of the filing date of one or more of any of the foregoing.

     1.9 “Existing Customers” shall mean the following entities that purchased the Medic Products and/or the Blood Access Devices products from MDS as of the Effective Date: Henry Schein, Inc., [**], and B. Braun Inc. (and their successors and assigns).

     1.10 “Extracorporeal Fluid Treatments” mean therapies, treatments or procedures consisting of the withdrawal of a patient’s bodily fluid for the purpose of treating, collecting, separating, modifying or otherwise acting upon such fluid extracorporeally, followed by return of all or a portion of such fluid to the body. Extracorporeal Fluid Treatments include, but are not limited to hemodialysis, hemofiltration, ultrafiltration, hemodiafiltration, therapeutic removal or collection of plasma and/or cellular components, phresis and apheresis.

     1.11 “Field” means the development, manufacture, use, importation and sale of Covered Products for use in Covered Treatments and the practice of Covered Methods in Covered Treatments.

     1.12 “KL Sublicense” means that certain Sublicense Agreement for [**] Gauge Field of Use entered into between Licensee and Kawasumi Laboratories, Inc. dated February 1, 2001.

     1.13 “Licensed Class A Patents” means, whether existing now or in the future anywhere in the world, any and all (a) patents and patent applications set forth in Exhibit A hereto, (b) continuations, divisionals, re-examinations, substitutions, renewals, extensions, foreign counterparts and reissues of the patents and patent applications set forth in Exhibit A, (c) patents and patent applications, other than continuations in part, claiming priority from one or more of any of the foregoing, and (d) all continuations in part that include at least one patent claim that is entitled to claim the benefit of the filing date of any of the foregoing.

     1.14 “Licensed Class B Patents” means, whether existing now or in the future anywhere in the world, any and all (a) patents and patent applications set forth in Exhibit B hereto, (b) continuations, divisionals, re-examinations, substitutions, renewals, extensions, foreign counterparts and reissues of the patents and patent applications set forth in Exhibit B, (c) patents and patent applications, other than continuations in part, claiming priority from one or more of any of the foregoing, and (d) all continuations in part that include at least one patent claim that is entitled to claim the benefit of the filing date of any of the foregoing. For purposes of clarity, Licensed Class B Patents include the LockSite Patents.

     1.15 “Licensed Patents” means the Licensed Class A Patents and the Licensed Class B Patents.

     1.16 “Licensed Trademarks” means the trademarks, service marks and designs as set forth on Exhibit E.

     1.17 “LockSite Patents” means any and all (a) patents and patent applications set forth in Exhibit D hereto, (b) continuations, divisionals, re-examinations, substitutions, renewals, extensions, foreign counterparts and reissues of the patents and patent applications set forth in Exhibit D, (c) patents and patent applications, other than continuations in part, claiming priority form one or more of any of the foregoing, and (d) continuations in part that include at least one patent claim that is entitled to claim the benefit of the filing date of one or more of any of the foregoing.

     1.18 “Medic Product” means the product currently known as the Medic^TM Anti-stick plastic needle.

     1.19 “Party” means Licensee or Licensor; “Parties” means Licensee and Licensor. As used in this Agreement, references to “third parties” do not include a Party or its Affiliates.

     1.20 “Person” means a natural person, sole proprietorship, corporation, general partnership, limited partnership, limited liability partnership, limited liability company, joint venture, unincorporated organization, joint stock company, trust, estate, governmental entity or other legally-recognized entity.

     1.21 “Renal Insufficiency Treatments” mean therapies, treatments or procedures for chronic or acute renal insufficiency. Renal Insufficiency Treatments include, but are not limited to, peritoneal dialysis hemodialysis, ultrafiltration, hemodiafiltration and hemofiltration.

II. EFFECT ON EXISTING LICENSES

          Upon the Effective Date, hereof, the Existing Licenses shall be superceded and replaced in their entirety by this Agreement and shall be of no further force or effect.

III. LICENSE

     3.1 Exclusive License. As of the Effective Date, Licensor hereby grants to Licensee, a worldwide, exclusive (even as to Licensor), royalty-free, fully-paid up, perpetual, irrevocable, sub-licensable and non-terminable right and license (a) under all of the Licensed Class A Patents to develop, make, have made, use, import, offer for sale, sell, and have sold products of any type and to practice the methods and processes claimed therein for any purpose; and (b) under all of the Licensed Class B Patents to develop, make, have made, use, import, offer for sale, sell, and have sold Covered Products for use in the Covered Treatments and to practice Covered Methods in the Covered Treatments. In addition, as of the Effective Date, Licensor also hereby grants to Licensee, a worldwide, exclusive (even as to Licensor), royalty-free, fully paid-up, perpetual,

irrevocable, sub-licensable and non-terminable right and license under all of the Licensed Class B Patents to sell, have sold and offer for sale the Medic Products and the Blood Access Devices products solely to Existing Customers for use in any field, and to make, have made and import Medic Products for such permitted sales.

     3.2 Existing Sublicenses. The Parties acknowledge that notwithstanding the termination of the Existing Licenses, the [**] and the KL Sublicense remain in effect in accordance with their terms, including, without limitation, those set forth in Section 2.6 of the [**].

     3.3 Reservation of Rights. All rights with respect to the Licensed Patents not granted herein are expressly reserved by the Licensor, including without limitation all rights with respect to the practice of the Licensed Class B Patents outside of the Field. Licensee shall acquire no ownership interest in or to the Licensed Patents. Licensee shall have the right to grant one or more sublicenses under any or all of its rights granted in Section 3.1, however, Licensee shall not grant any sublicense under the Licensed Patents that exceeds the scope of the rights granted in Section 3.1. Notwithstanding any other provision of this Agreement, no right or license in or to any of the Excluded Patents or any inventions claimed therein is granted to Licensee hereunder.

     3.4 Trademark License. As of the Effective Date, Licensee hereby grants to Licensor, a worldwide, exclusive (even as to Licensee), royalty-free, and fully-paid up, perpetual, irrevocable, sub-licensable right and license to use the Licensed Trademarks in connection with the development and commercialization of medical products and related services. Licensor shall annually provide to Licensee examples of Licensor’s use of the Licensed Trademarks. Licensee shall be responsible for prosecuting and maintaining all of the Licensed Trademarks; provided that Licensee’s sole obligations with respect to such prosecution and maintenance shall be to follow the reasonable and explicit written instructions of Licensor with respect thereto. Licensor shall bear all reasonable costs and expenses incurred by Licensee in connection with the prosecution and maintenance of the Licensed Trademarks. Prior to Licensee electing to cease to prosecute or maintain any Licensed Trademark, Licensee shall provide written notice to Licensor of such election at least [**] months before such Licensed Trademark expires or becomes abandoned. Licensor shall have the right at its own cost and expense to assume the prosecution and maintenance of such Licensed Trademarks. Each of Licensee and Licensor agrees to provide written notice to the other party promptly after becoming aware of any infringement or challenge to the validity or enforceability of the Licensed Trademarks. Licensor shall have the exclusive right and option under its own control and at its own expense to prosecute any third party infringement of the Licensed Trademarks. Licensee shall cooperate with Licensor, at Licensor’s expense, in the enforcement of the Licensed Trademarks. If required by law, Licensee shall permit any action under this Section to be brought in its name, including being joined as a party-plaintiff; provided that Licensor shall hold Licensee harmless from, and indemnify Licensee against, any costs, expenses, or liability that Licensee incurs in connection with such action. Any recovery obtained in an action brought by Licensor under this Section shall be retained solely by Licensor. Licensee shall provide to Licensor copies of all correspondence related to the prosecution, maintenance and enforcement of the Licensed Trademarks. Licensor shall have the

right to terminate the license set forth herein solely with respect to one or more of the Licensed Trademarks upon [**] days’ prior written notice to Licensee, and, as of the effective date of such termination, all rights and obligations under this Section 3.4 with respect to such Licensed Trademarks shall terminate.

IV. REPRESENTATIONS; COVENANTS

     4.1 Authority. Each Party hereby represents and warrants to the other that the execution and delivery of this Agreement by or on behalf of such Party and its performance and grant of rights hereunder have been duly and validly authorized by all necessary corporate action on and will not conflict with, result in a breach of, violate, result in a default under, or result in the acceleration of obligations under, or create in any party the right to terminate, modify or cancel, any provision of any contract, agreement, document, instrument, arrangement, judgment, order, statute, or rule or regulation to which such Party is a party or any court order to which such Party is subject.

     4.2 Ownership. Licensor hereby represents and warrants to Licensee that as of the Effective Date (a) the Licensed Class A Patents, Licensed Class B Patents and Excluded Patents constitute all of the patents and patent applications (including any and all continuations, divisionals, reissues, substitutions, renewals, extensions, foreign counterparts, and continuations-in-part) that are, in each case, owned or controlled, individually or jointly, by Licensor, any Affiliate of Licensor or David S. Utterberg with claims that cover the Field; and (b) Licensor has all necessary rights to grant the rights and licenses granted herein.

     4.3 No Representations or Warranties. Except as set forth in Sections 4.1 and 4.2 hereof, Licensor makes no representations or warranties hereunder. Nothing herein shall be construed as: (a) a representation or warranty as to the validity, scope or enforceability of the Licensed Patents; or (b) a representation or warranty that exercise of the rights granted herein, or anything made, used, sold or otherwise disposed of under this Agreement is or will be free from infringement of patents of third parties; or (c) granting to Licensee by implication, estoppel or otherwise any licenses or rights under any patents of Licensor other than the Licensed Patents; or (d) a representation or warranty as to the merchantability or fitness of purpose of any product utilizing the technology or inventions claimed in any the Licensed Patents.

     4.4 Transfers. Licensor shall not transfer or assign (whether by sale, merger, assignment, transfer, license, reorganization, spin-off, will, trust, devise or other transaction or occurrence of any kind) its right, title or interest in and to the Licensed Patents and/or Licensed Trademarks unless such transferee, licensee, assignee, beneficiary, or acquiror agrees in writing to be bound in the same manner as Licensor by Sections 3.1, 3.2, 3.4, 4.4, and Article VI hereof.

V. TERM

     This Agreement shall remain in effect until the expiration of the last to expire patent included in the Licensed Patents. This Agreement, and the rights and licenses granted hereunder, may not be terminated for any reason.

VI. PATENT PROSECUTION, MAINTENANCE AND ENFORCEMENT

     6.1 Patent Prosecution.

(a) Responsibility. Licensor shall be responsible for preparing, filing, prosecuting, and maintaining all of the Licensed Patents. Each Party shall bear fifty percent (50%) of all costs and expenses of prosecution of the Licensed Patents. Except as set forth in Section 6.1(c) below, Licensor shall not abandon (i) any claim in a Licensed Class A Patent and that has not been twic