JOINT DEVELOPMENT AND EXCLUSIVE LICENSE AGREEMENT

JOINT DEVELOPMENT AND

EXCLUSIVE LICENSE AGREEMENT

WHEREAS, Live Tissue Connect (“LTC”) (“LICENSOR”) owns certain Patents (as hereinafter defined) and Technical Information (as hereinafter defined) relating to certain medical devices;

WHEREAS, ConMed Corporation, including its affiliates, (“LICENSEE”) (collectively “LICENSEE”), wishes to obtain from LICENSOR and LICENSOR wishes to grant to LICENSEE certain exclusive rights under the Patent and Technical Information, all subject to the terms and conditions set forth herein;

WHEREAS, the parties wish to define research and development projects to focus on the development of products for first development of a marketable product for coagulation of tissue for removal of tissue in duct and vessel sealing and second reconnection of opposing end or sides of live tissues and organs. First products for procedures to be developed are listed in Addendum 1 attached hereto.

NOW, THEREFORE, LICENSEE AND LICENSOR HEREBY AGREE AS FOLLOWS:

1. Definitions . As used herein, the following terms will have the meanings set forth below:

(a) “Boxes” means the power source which is part of the Product.

(a) “Improvement” or “Improvements” means any modifications, whether or not patentable, of the Product (as hereinafter defined), (including any related patents or unpublished research and development information, unpatented invention, know-how, trade secrets, and technical data made by LICENSOR or LICENSEE) provided such modification, if unlicensed, would infringe one or more claims of the Patents.

(b) “Licensed Territory” means all of the world except the former Soviet Union.

(c) “Net Sales” means gross sales of the Products billed and shipped by LICENSEE or its subsidiaries or affiliates, less normal and customary allowances and discounts actually allowed (other than advertising allowances, or fees or commissions to salesmen or sales representatives), returns, invoices written off as uncollectible, billed taxes and customs duties paid by LICENSEE, costs of insurance and transportation (freight and transit insurance), and shall not include samples or demonstration materials or any sale to LICENSEE employees for any reason other than resale. The term “Net Sales” shall not include sales between the parties, sales by independent distributors which have purchased Product from LICENSEE, or sales between LICENSEE and its affiliates or subsidiaries.

(d) “Patents” means all U.S. Patents listed on Addendum (2) and all divisions, continuation, reissues, reexaminations, substitutes, extensions, and equivalents, or any and all patents or applications which derive from, claim priority from U.S. Patents listed in Addendum 2 attached hereto.

(e) “Product” means a power source and set of hand instruments designed to bond or weld and reconnect living soft biological tissue without the use of foreign matter or conventional wound closing devices such as sutures, staples, sealant, or glues and avoid charring, searing and necrosis using low heat delivery aimed at restoration of the normal functions of the live organs and tissue, the manufacture, use or sale of which would, if unlicensed, infringe a valid claim of the Patents or utilize the Technical Information. Product expressly includes any Improvements to such Products. The first Product shall be the duct and vessel sealing power sources and accompanying hand instruments and the second Product shall be a reconnection power source and accompanying hand instruments.

(f) “Technical Information” means the unpublished research and development information, know-how, and technical data provided by LICENSOR to LICENSEE or developed by LICENSOR pursuant to the LICENSEE’S Development Project that may be necessary or useful to make, use and sell the Product.

(g) “Third Party” means a person or entity other than LICENSOR, LICENSEE or their affiliates.

(h) “Valid Claim” means a claim of any of the Patents that has not expired or been held invalid by a court of competent jurisdiction.

2. Exclusive License .

(a) Grant Of Exclusive License As To Product Generally . LICENSOR hereby grants to LICENSEE an exclusive license under the Patents and Technical Information to import, make, have made, use, sell and/or distribute the Product in the Licensed Territory. BOXES are to be manufactured by Licensor unless otherwise agreed by both parties.

(b) Grant of Right to Manufacture . LICENSOR hereby grants to LICENSEE an exclusive license under the Patents to manufacture the Products in the Licensed Territory and to use the Technical Information to manufacture the Products in the Licensed Territory.

(c) Exclusive License . LICENSOR represents and warrants that the licenses granted to LICENSEE to the Patent and the Technical Information pursuant to this Agreement are, and shall remain, exclusive as to all persons, including LICENSOR, in the Licensed Territory.

(d) Reservation of Right to Perform Research . Notwithstanding the above-described grant of exclusive license, LICENSOR retains a non-exclusive right to use the Patents and Technical Information in connection with performing research relating to the development of new Products or to perfection of prior designs of the Product; provided further that the retained non-exclusive right to use the Patents and Technical Information as provided in this subsection shall not be construed as providing LICENSOR with the right to manufacture or sell any Product resulting from LICENSOR’S research relating to the development of new Products, it being understood that any new Products developed in this manner shall be subject to the terms of this Agreement to the extent that the manufacture, use or sale of such newly developed devices infringes a valid claim of a Patent or utilizes Technical Information.

(e) No Express License . Notwithstanding any other language in this Agreement that may suggest otherwise, this Agreement shall in no way be construed as providing any license, express or implied, to any patent or intellectual property owned by or licensed to LICENSEE.

(f) Improvements to Technology, Equipment and Instruments by LICENSEE. Product improvements on technology, equipment and instruments by LICENSEE as provided in this subsection shall not be construed as providing LICENSEE with the right to manufacture or sell any Product resulting from LICENSEE’S research relating to the development of new Products, without it being understood that any new Products developed in this manner shall be subject to the terms of this Agreement to the extent that such newly developed devices infringe a valid claim of a Patent.

3. Development Projects.

(a) Licensor’s Development Project. LICENSOR shall submit the development schedule for the initial Product, duct and vessel sealing power sources as an addendum to this Agreement within thirty (30) days of signing this Agreement which schedule must be acceptable to LICENSEE.

(b) Licensee’s Development Project.   LICENSEE shall submit a development schedule for the accompanying hand instruments as an addendum to this Agreement within sixty (60) days of signing of this Agreement.

(c) Cooperation. The parties shall cooperate in the development projects as defined above such that each shall have access to the research and development information, know-how, and technical data that may be necessary or useful to the other in developing the equipment and handpieces.

4. Regulatory Approvals. LICENSOR shall be primarily responsible, including paying any related costs, for obtaining the appropriate regulatory approvals for the use of the Products. These approvals will include FDA marketing clearances, CE marking and applicable safety agency requirements for manufacturing and distribution of the Products. LICENSOR agrees to submit to LICENSEE any proposed submissions which relate to the Products prior to submitting to any governmental agency, for comment and approval, and agrees not to make any submissions without such approval. Such approval shall not be unreasonably withheld.

5. Licensing Fees and Royalty Payments . In consideration for the above-described exclusive license of the Patents, LICENSEE agrees to make royalty payments as follows:

Bank of America

ABA: 111000025

For Further Credit to:

Live Tissue Connect, Inc.

500 No. Shoreline, Suite 701 No.

Corpus Christi, TX 78471

Acct. Number: 005770576306

(a) Ten percent (10%) of the Net Sales sold in the Licensed Territory by LICENSEE until such time as the cumulative Net Sales equal Thirty Five Million Dollars ($35,000,000). Royalties shall be paid on a quarterly basis and shall be paid within 45 days following the end of each quarter.

(b) Seven percent (7%) of the Net Sales of the Products sold in the Licensed Territory by LICENSEE after the cumulative Net Sales reach Thirty Five Million Dollars ($35,000,000) Royalties shall be paid on a quarterly basis and shall be paid within 45 days following the end of each quarter.

(c) Nothing in this Agreement shall be construed as creating any implied royalty obligation, including, but not limited to, any obligation to pay royalties with respect to the use of the Technical Information.

(d) Minimums

(1) Conmed agrees to pay a minimum royalty on handpieces subject to subsection (3) below.

(2) Failure to meet minimum purchases or royalties set forth below at the earlier of the time when the Product is officially launched or the commencement of the fourth year after the execution of the Joint Development and Exclusive License Agreement between LICENSOR and LICENSEE results in a loss of exclusivity as the sole remedy. The term “officially launched” shall mean that the clinical tests of the Product are complete, key surgeons have used it in their surgeries, have tested the functional capability of th