LICENSE AGREEMENT

(c)            the U.S. patent application having serial no. 08/850,156, filed May 2, 1997, entitled “Electromagnetically Suspended and Rotated Centrifugal Pumping Apparatus and Method,” and any patent issuing thereon; and

(d)            any patent application that is a continuation, divisional, continuation-in-part, reissue, reexamination, renewal, foreign equivalent, or extension of any of the patent applications listed above, and any patent issuing thereon.

8.              Licensed Product means any device, product or apparatus that is covered by UVAPF’s Patent Rights, or uses, or is made by practicing, any of the Inventions claimed under UVAPF’s Patent Rights.

9.              Licensed Territories means all territories to which UVAPF’s Patent Rights extend.

10.            Affiliate means any third party that is directly or indirectly under the control of MedQuest, that is under common control with MedQuest, or that controls MedQuest. As used herein, the term “control” shall mean possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise, and the term “entity” shall include without limitation an individual, corporation, or other organization.

11.            Net Sales means gross sales by MedQuest or its Affiliates or Sublicensees of any product that incorporates or completely comprises a Licensed Product, less the following: at-cost and no-cost sales of Licensed Products for clinical trials or evaluations by MedQuest, its Affiliates, potential funding sources, or Sublicensees; above-cost sales of Licensed Products for clinical trials or evaluations by MedQuest, its Affiliates, potential funding sources, or Sublicensees, provided that the above-cost revenues for such above-cost sales are paid out to third parties who carry out such clinical trials or evaluations and are not retained by MedQuest; cash, trade, and quantity discounts actually allowed; sales, use, and excise taxes; tariffs and customs duties; outbound transportation costs; and allowances, credits, and write-offs for rejections, returns, or bad debts.

12.            Fractional Multiplier . For Net Sales occurring with respect to Licensed Products that are not sold separately, and are sold in combination with or as part of other products, the Fractional Multiplier shall be the ratio of the manufacturing cost of the included Licensed Products (in the numerator) to the total manufacturing cost of the combined or composite products (in the denominator). For Net Sales occurring with respect to Licensed Products that are sold separately, the Fractional Multiplier shall be one (1).

13.            Royalty Rate . For Net Sales of Licensed Products occurring in the Licensed Territories, the Royalty Rate shall be one-half of one percent (0.5%), and for Net Sales of Licensed Products occurring outside the Licensed Territories, the Royalty Rate shall be one-quarter of one percent (0.25%).

14.            UVA shall mean the University of Virginia, its governors, trustees, officers, agents, employees, faculty, staff, and students.

ARTICLE III : LICENSE

15.            Grant . UVAPF hereby grants to MedQuest an exclusive license under UVAPF’s Patent Rights during the life of UVAPF’s Patent Rights to practice the methods, and to make, use, sell, offer to sell, and import the Licensed Product, throughout the Licensed Territories and all other territories of the world (“License”).

16.            Rights to Affiliates . The rights licensed to MedQuest hereunder shall extend to Affiliates designated in writing by MedQuest, provided each such Affiliate agrees in writing to be bound by the terms and conditions of this Agreement. MedQuest agrees to be fully responsible for the performance of such authorized Affiliates hereunder.

17.            Agreement not to Otherwise License . UVAPF shall not grant any other license to practice the methods, or to make, use, sell, offer to sell, import or export the devices, that are covered by the claims of UVAPF’s Patent Rights. Notwithstanding anything herein to the contrary, any and all licenses and other rights granted hereunder are limited by and are subject to the rights and requirements of the United States Government that may attach as a result of Government sponsorship of research in which one or more inventions or discoveries covered by UVAPF’s Patent Rights are conceived or first actually reduced to practice, as set forth in Title 37 of the Code of Federal Regulations (C.F.R.), Part 401, and in the relevant Government research contracts, and as such rights and requirements may be amended or modified by law.

18.            Sublicensing . MedQuest shall have the exclusive right under UVAPF’s Patent Rights to grant sublicenses to third parties other than Affiliates (“Sublicensees”) in its discretion. Any such sublicenses shall incorporate all of the terms and conditions of this Agreement. Termination of this Agreement or the License shall act to terminate any such sublicenses; except that any Sublicensee whose sublicense is in good standing with MedQuest may elect to maintain its sublicense by advising UVAPF, within sixty (60) days of such Sublicensee’s receipt of written notice from MedQuest or UVAPF of such termination, of its election and agreement to assume with respect to UVAPF all the obligations contained in its sublicense with MedQuest.

19.            License Issuance Fee . MedQuest shall pay to UVAPF a License Issuance Fee in the amount of Seventy-Five Thousand Dollars ($75,000) within thirty (30) days after both this Agreement and an agreement between MedQuest and the University of Utah Research Foundation with respect to the Foundation’s joint rights in the Inventions have been executed. Time is of the essence with respect to this payment.

20.            Pre-Sales License Maintenance Fee . MedQuest shall pay to UVAPF a Pre-Sales License Maintenance Fee in the amount of One-Thousand Dollars ($1,000) within forty-five (45) days of the issuance of the first-issued patent included within UVAPF’s Patent Rights and within forty-five (45) days of each anniversary of such issuance until Net Sales of Licensed Products occur. Notwithstanding the foregoing, MedQuest shall not have less than forty-five (45) days from the date on which MedQuest receives actual notice of the issuance of the first-issued patent to pay the first Pre-Sales License Maintenance Fee.

21             Royalties .

(a) Determination of Royalties Due . MedQuest shall pay to UVAPF Royalties on all Net Sales of Licensed Products sold by MedQuest or its Affiliates or Sublicensees under any

unexpired claim of any of UVAPF’s Patent Rights. Such Royalties shall be calculated in accordance with the following equation:

Royalties = Net Sales x Royalty Rate x Fractional Multiplier

With respect to Sublicensees, the Royalty shall be paid on such Sublicensees’ Net Sales; in the event MedQuest sells or otherwise transfers Licensed Products to an Affiliate for later resale, Royalties will be paid only on the Net Sales of such Licensed Products by such Affiliate, and not the Net Sales of such Licensed Products by MedQuest to such Affiliates.

(b) Minimum Royalties . Notwithstanding the foregoing, beginning in 2009, or in the first calendar year in which Net Sales on Licensed Products by MedQuest, its Affiliates and Sublicensees taken together exceed Two-Million Dollars ($2,000,000), whichever occurs first, MedQuest shall pay to UVAPF minimum Royalties of no less than Ten-Thousand Dollars ($10,000) per full calendar year. If this Agreement or the License is terminated during a calendar year, the minimum Royalties due UVAPF in such calendar year shall be prorated based on the number of days that have passed in such calendar year on the date of termination.

(c) Deduction for Insurance Premiums . Any incremental increase in MedQuest’s insurance premiums, costs, and expenses that is attributable to MedQuest’s addition of UVAPF or UVA to its insurance policy in accordance with paragraph 53 of this Agreement shall be deducted from the Royalties due UVAPF.

22.            Reports and Payments . MedQuest shall provide written reports to UVAPF-during the term of this Agreement within forty-five (45) days after the first days of January, April, July, and October of each year following 2008, or following the calendar year in which Net Sales of Licensed Products first occur, whichever occurs first. MedQuest shall state in each report the number of Licensed Products sold by MedQuest and its Affiliates and Sublicensees, the corresponding Net Sales of products made and sold or otherwise disposed of under the License during the preceding calendar quarter, any deductions made from gross sales in determining such Net Sales, and the Royalties due thereon. MedQuest shall remit to UVAPF with each such report the Royalties then due.

23.            Records . MedQuest shall maintain accurate records in sufficient detail to enable the Royalties due UVAPF to be determined, and shall permit the records to be examined from time to time by UVAPF at reasonable intervals, during normal business hours, and upon reasonable notice during the term of this Agreement.

24.            Rights Reserved by UVAPF . UVAPF hereby reserves the right for UVA to practice inventions claimed under UVAPF’s Patent Rights for educational and research purposes at the University of Virginia.

25.            Non-Assertion . UVAPF agrees that with respect to any U.S. or foreign magnetic bearing patent that, on the Effective Date of this Agreement, it owns or under which it has the right to grant licenses, or with respect to any U.S. or foreign magnetic bearing patent that may later issue on a pending application for patent that, on the Effective Date of this Agreement, it owns or under which it has the right to grant licenses, it shall not assert against MedQuest or its vendees, transferees, Affiliates, or Sublicensees any claims for infringement based on the

manufacture, use, sale, offer for sale, importation, or exportation of any apparatus made or sold by MedQuest or its vendees, transferees, Affiliates, or Sublicensees under the License granted in this Agreement, or based on the practice by MedQuest or its vendees, transferees, Affiliates, or Sublicensees of any method, process, or procedure under the License granted in this Agreement provided that a royalty on same has been paid hereunder; except that UVAPF may assert any such claim of infringement if required to do so by a legal duty to a third party, or may advise a third party of such claim of infringement if required by a legal duty to such third party.

ARTICLE IV: WARRANTIES AND REPRESENTATIONS

26.            Each party hereto acknowledges and agrees that no representation or promise not expressly contained in this Agreement has been made by the other party hereto or by any of its agents, employees, representatives or attorneys concerning the subject matter of this Agreement.

27.            Each party warrants and represents that to the best of its knowledge it has the full right and power to make the promises and grant the licenses set forth in this Agreement and that there are no outstanding agreements, assignments, licenses, or encumbrances in existence that are inconsistent with the provisions of this Agreement.

28.            Nothing in this Agreement shall be construed as (i) a warranty or representation by UVAPF as to the validity or scope of any of UVAPF’s Patent Rights; (ii) a warranty or representation that anything made, used, imported, developed, promoted, offered for sale, sold, or otherwise disposed of under any license granted in this Agreement is not infringing, or will not infringe, patents, trade secrets or other proprietary rights of third parties; (iii) an obligation to bring or prosecute actions or suits against third parties for i