LICENSE AGREEMENT

                                                                   EXHIBIT 10.16


THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT, WHICH HAVE
BEEN REMOVED AND REPLACED WITH AN ASTERISK, HAVE BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES
ACT OF 1933 AND RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934.

                               LICENSE AGREEMENT

     THIS LICENSE AGREEMENT (the "Agreement") is made and entered into as of
November 6, 2003, (the "Effective Date") between Wilson Greatbatch Technologies,
Inc. (as defined below, "WGT"), a Delaware corporation, and Medtronic, Inc. (as
defined below, "Medtronic"), a Minnesota corporation.

                                  WITNESSETH:

     WHEREAS, WGT has developed expertise and intellectual property in the field
of tantalum defibrillation capacitors used in implantable medical devices; and

     WHEREAS, WGT desires to grant, and Medtronic desires to obtain, certain
license rights with respect to the Intellectual Property (as such term is
defined below) in accordance with the terms of this Agreement.

                                  AGREEMENTS:

     NOW THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained herein, and for other valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the parties mutually
agree as follows:

                                   ARTICLE 1
                                  DEFINITIONS

     1.1 Specific Definitions. As used in this Agreement, the following
definitions and terms shall have the designated meanings:

"Affiliate" of a specified person (natural or juridical) means a person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the person specified. "Control"
shall mean ownership of more than 50% of the shares of stock entitled to vote
for the election of directors in the ease of a corporation, and more than 50% of
the voting power in the case of a business entity other than a corporation.

"Confidential Information" means know-how, trade secrets, and unpublished
information disclosed (whether before or during the term of this Agreement) by
one of the parties (the "disclosing party") to the other party (the "receiving
party"), and which is marked as proprietary or confidential as provided below,
excluding information that:

     (a) was already in the possession of the receiving party prior to its
receipt from the disclosing party (provided that the receiving party is able to
provide the disclosing party with reasonable documentary proof thereof);


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     (b) is or becomes part of the public domain by reason of acts not
attributable to the receiving party;

     (c) is or becomes available to the receiving party from a source other than
the disclosing party which source, to the best of the receiving party's
knowledge, has rightfully obtained such information and has no obligation of
nondisclosure or confidentiality to the disclosing party with respect thereto;

     (d) is made available by the disclosing party to a third party unaffiliated
with the disclosing party on an unrestricted basis;

     (e) is independently developed by the receiving party completely without
reference to any Confidential Information of the disclosing party, as evidenced
by the receiving party's written records; or

     (f) has been or must be publicly disclosed by reason of legal, accounting
or regulatory requirements beyond the reasonable control, and despite the
reasonable efforts, of the receiving party.

All Confidential Information disclosed by one party to the other under this
Agreement shall be in writing and bear a legend "Proprietary," "Confidential" or
words of similar import or, if disclosed in any manner other than writing, shall
be followed by confirmation that such information is confidential by the
disclosing party within thirty (30) days. All Licensed Know-How transmitted to
Medtronic hereunder shall be considered Confidential Information of WGT for
purposes of Article 5 and the other provisions of this Agreement whether or not
marked "Proprietary" or "Confidential."

"Contract Year" means a period of one year beginning on May 1 of a calendar year
and ending on April 30 of the next calendar year.

"Evans" means Evans Capacitor Company, a Delaware Company, and its Affiliates.

"Evans Patents" means the patents licensed from Evans to WGT under the license
agreement dated August 8, 1996, as amended and restated on or about the date
hereof.

"Expiration" or "Expired" means, with respect to a particular Patent, the
Patent's expiration, abandonment, cancellation, disclaimer, award to another
party other than WGT in an interference proceeding, or declaration of invalidity
or unenforceability by a court or other authority of competent jurisdiction
(including final rejection in a re-examination or re-issue proceeding).
"Unexpired" shall mean a Patent that has not Expired. If in any country there
should be two or more such decisions conflicting with respect to the validity of
the same claim, the decision of the higher or highest tribunal shall thereafter
control; however, should the tribunals be of equal rank, then the decision or
decisions invalidating the claim shall prevail when the conflicting decisions
are equal in number and the majority of decisions shall prevail when the
conflicting decisions are unequal in number.


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"Field of Use" means medical applications.

"First Contract Period" means the five-year period commencing on May I, 2004 and
ending on April 30, 2009; provided however, if the date that Medtronic shall
have executed and delivered this Agreement to WGT is after May 1, 2004, then (a)
the First Contract Period shall commence on the first day of the month in which
such execution and delivery occurs (" Commencement Date") and continue for five
years thereafter; (b) the Second Contract Period shall commence on the fifth
anniversary of the Commencement Date and continue for five years thereafter; (c)
the term "Contract Year" shall be changed so as to mean a period beginning each
calendar year on the Commencement Date (and each year thereafter on the
anniversary thereof) and ending 12 months later; and (d) the Third Contract
Period, if any, shall commence on the tenth anniversary of the Commencement
Date.

"Initial Fee" means *.

"Intellectual Property" means U.S. and foreign Patent Rights, copyrights and
copyright registrations and applications, mask works and registrations thereof,
Know-How, Inventions, in each case, relating to Tantalum Capacitors or Tantalum
Defibrillation Capacitors.

"Intellectual Property Rights" means all rights in Intellectual Property.

"Interest Rate" means interest compounded quarterly at a per annum rate of
interest equal to the prime commercial lending rate quoted by Wells Fargo Bank
Minnesota, N.A. in effect from time to time plus *.

"Invention" means any invention, discovery, know-how, trade secret, data,
information, technology, process or concept, whether or not patented or
patentable, and whether or not memorialized in writing.

"Know-How" means all know-how, trade secrets, expertise, inventions, discoveries
and technical information now or hereafter owned by or licensed (with the right
to sublicense) which are necessary or useful for designing, developing,
processing, manufacturing, using or selling Licensed Products within the Field
of Use, including but not limited to information embodied in drawings, designs,
copyrights, copyright registrations and applications, patent applications,
material specifications, processing instructions, formulas, equipment
specifications, product specifications, confidential data, computer software,
electronic files, research notebooks, invention disclosures, research and
development reports and the like related thereto.

"Licensed Know-How" means the Know-How of WGT and/or its Affiliates as of the
date of this Agreement that is identified on Exhibit B attached to and made a
part of this Agreement, and any Know-How subsequently transmitted by WGT
pursuant to Section 2.4.

"Licensed Products" means Tantalum Capacitors and Tantalum Defibrillation
Capacitors.

"Medtronic" means Medtronic, Inc. and its Affiliates.


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"Medtronic Competitor" means a third party whose primary business is the
manufacture or sale of one or more medical devices that are used to monitor,
diagnose, manage, deliver therapy to, or treat diseases and medical conditions
occurring within and around the cardiovascular system.

"Patent Rights" means (a) all patents or patent applications (including any
patents issued thereon) whether owned or licensed from a third party (with the
right to sublicense) (b) all continuation, divisional, re-issue, re-examination
and substitution applications that may be filed based on the foregoing
referenced patents or patent applications, together with any patents that may
issue based thereon; and (c) all foreign applications that may be filed based on
the foregoing referenced U.S. patents and patent applications, together with all
patents which may issue based thereon.

"Royalty Limitation Date" means the first date as of which both of the following
conditions have been satisfied: (a) Medtronic shall have paid cumulative
royalties to WGT under Section 3.3, 3.4 and/or 3.5 of * and (b) either (i) all
Evans Patents have been determined to be invalid or unenforceable or (ii) the
Second Contract Period shall have ended.

"Second Contract Period" means the five-year period commencing on May 1, 2009
and ending on April 30, 2014.

"Sublicense" means the Sublicense Agreement between the parties of even date
herewith under which WGT has granted to Medtronic certain sublicense rights
under the license agreement between WGT and Evan Capacitor Company dated August
8, 1996, as amended and restated.

"Tantalum Capacitor" means the electrolytic capacitor based on a porous tantalum
anode and a liquid electrolyte and whose manufacture, sale or use is covered by
one or more claims of a WGT Capacitor Patent or an Evans Patent.

"Tantalum Defibrillation Capacitor" means a bank of one or more Tantalum
Capacitors of appropriate size (or such other number of Tantalum Capacitors as
the parties may mutually agree in writing), connected electrically to give the
required energy and voltage that is capable of operating in an implantable
defibrillator to deliver a therapeutic electric charge and whose manufacture or
sale is covered by one or more claims of a WGT Capacitor Patent or an Evans
Patent.

"Target Amount" means * of Medtronic's requirements for Tantalum Capacitors
during the First Contract Period or, in reference to the Second Contract Period,
means * of Medtronic's requirements for Tantalum Capacitors during any single
calendar year during the Second Contract Period.

"Third Contract Period" means the period, if any, commencing on May 1, 2014 and
continuing until the earlier of the Royalty Limitation Date or the termination
of this Agreement.

"Third Party Patents" means the patent or patents described in the letter from
WGT to Medtronic of even date herewith.

"WGT" means Wilson Greatbatch Technologies, Inc. and its Affiliates.


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"WGT Capacitor Patents" means all Patent Rights of WGT as of the date of this
Agreement that are necessary or useful for designing, developing, processing,
manufacturing, using or selling Tantalum Capacitors or Tantalum Defibrillation
Capacitors, other than the Evans Patents, and any Patent Rights that WGT may
obtain after the date hereof with respect to any of the Third Party Patents and
including any Intellectual Property Rights resulting from, related to, or
arising out of claims or causes of action held by WGT, in each case, relating to
Tantalum Capacitors or Tantalum Defibrillation Capacitors. A list of the WGT
Capacitor Patents is included as Exhibit A.

     1.2 Other Terms. Other terms may be defined elsewhere in the text of this
Agreement and shall have the meaning indicated
throughout this Agreement.

     1.3 Definitional Provisions.

     The words "hereof," "herein," and "hereunder" and words of similar import,
when used in this Agreement, shall refer to this Agreement as a whole and not to
any particular provisions of this Agreement.

     The terms defined in the singular shall have a comparable meaning when used
in the plural, and vice versa.

     References to an "Exhibit" or to a "Schedule" are, unless otherwise
specified, to one of the Exhibits or Schedules attached to or referenced in this
Agreement, and references to an "Article" or a "Section" are, unless otherwise
specified, to one of the Articles or Sections of this Agreement.

     The term "person" includes any individual, partnership, joint venture,
corporation, trust, unincorporated organization or government or any department
or agency thereof.

     The term "dollars" or "$" shall refer to the currency of the United States
of America.

                                   ARTICLE 2
                              LICENSE TO MEDTRONIC

     2.1 Grant of License. Subject to the terms and conditions of this
Agreement, WGT hereby grants to Medtronic, and Medtronic hereby accepts, an
exclusive, perpetual, worldwide, royalty-bearing license to use to make, have
made, sell and import in the Field of Use Licensed Products covered by, or
manufactured by a process covered by, one or more claims of any Unexpired WGT
Capacitor Patent which has not been held invalid or unenforceable by a final
decision which has not been appealed and to use Licensed Know-How for such
purposes; provided that Medtronic shall not have the right under this license to
sell Licensed Products to any person separate from or independent of a medical
device.

     2.2 Sublicensing. Medtronic may not sublicense any of its rights or
obligations under Section 2.1 except that Medtronic may grant sublicenses solely
for the purpose of obtaining contract manufacturing of Licensed Products covered
by, or manufactured by a process covered by, one or more claims of any Unexpired
WGT Capacitor Patent which has not been held invalid or


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unenforceable by a final decision which has not been appealed, provided that (i)
Medtronic shall cause such sublicensee to comply with all of Medtronic's
obligations hereunder, and (ii) any such sublicense granted by Medtronic shall
terminate automatically upon termination of this Agreement.

     2.3 Exclusivity. The exclusivity referred to in the grant of license in
Section 2.1 above is subject to the following: (i) WGT shall have the right to
exploit the WGT Capacitor Patents and Licensed Know How (including but not
limited to making and selling Tantalum Capacitors); and (ii) WGT shall have the
right to grant back-up licenses to WGT customers to make Tantalum Capacitors
which licenses are to be effective only if, and for as long as, WGT is unable
for force majeure or other reasons to supply any such customer with its
requirements of Tantalum Capacitors.

     2.4 Licensed Know-How. WGT shall deliver copies of the Licensed Know-How to
Medtronic as soon as practicable after receipt of written request for such
copies from Medtronic. WGT shall, upon Medtronic's request from time to time
until *, use its reasonable commercial efforts to answer promptly and in writing
any written questions with respect to the Licensed Know-How of WGT, which exists
as of the date of this Agreement and which is relevant to the manufacture of
Licensed Products as is reasonably necessary or useful to enable Medtronic to
manufacture or have manufactured Licensed Products. Under no circumstances,
however, shall WGT be required to provide any training to Medtronic personnel
with respect to the manufacture of Licensed Products. Any Know-How provided by
WGT to Medtronic pursuant hereto shall become and be deemed to be Licensed
Know-How.

                                   ARTICLE 3
                             ROYALTIES AND REPORTS

     3.1 Royalties. As consideration for the licenses and other rights granted
hereunder and under the Sublicense Agreement, Medtronic shall pay to WGT the
initial license fee provided for in Section 3.2 and the royalties set forth in
Sections 3.3, 3.4 and, if applicable, Section 3.5 below during the First
Contract Period, the Second Contract Period and the Third Contract Period (if
any). After the Royalty Limitation Date, Medtronic shall owe no further
royalties to WGT under this License Agreement or the Sublicense, and the
licenses contained herein and in the Sublicense shall be deemed to be fully
paid.

     3.2 Initial Fee. Medtronic shall pay to WGT an initial license fee in the
amount of * no later than ninety (90) days following the date on which Medtronic
first sells or commercially releases a medical device incorporating a Licensed
Product covered by, or manufactured by a process covered by, one or more claims
of any Unexpired patent included within a WGT Capacitor Patent or an Evans
Patent which has not been held invalid or unenforceable by a final decision
which has not been appealed ("First Sale") Medtronic shall not be deemed to have
sold or commercially released a medical device incorporating a Licensed Product
covered by, or manufactured by a process covered by, a WGT Capacitor Patent or
an Evans Patent if such medical device is in development, testing, or which has
yet to receive FDA approval for commercial sale. Medtronic shall not be
obligated to pay an Initial Fee if it first sells or commercially releases such
medical devices incorporating Licensed Products after WGT has failed to supply
Licensed Products under the terms of any supply agreement between WGT and
Medtronic for supply of such Licensed Products.


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      3.3 Royalties during First Contract Period.

     (a) Within ninety (90) days following the end of each calendar year during
the First Contract Period, and within ninety (90) days following the end of the
First Contract Period, WGT will deliver to Medtronic a report listing the number
of Licensed Products purchased by Medtronic from WGT during such calendar year
or the First Contract Period, as the case may be.

     (b) If Medtronic has purchased a total number of Licensed Products from WGT
during the First Contract Period equal to or greater than the Target Amount,
Medtronic shall have no obligation to pay WGT any royalty for any Licensed
Products manufactured by or for Medtronic.

     (c) If Medtronic has not purchased a total number of Licensed Products from
WGT equal to or greater than the Target Amount by the completion of the First
Contract Period, Medtronic shall pay WGT within thirty (30) days following the
receipt of an invoice from WGT, a royalty equal to * per Tantalum Defibrillation
Capacitor manufactured by or for Medtronic and which are sold by Medtronic
during the First Contract Period.

     3.4 Royalties during Second Contract Period.

     (a) Within ninety (90) days following the end of each Contract Year during
the Second Contract Period, WGT will deliver to Medtronic a report listing the
number of Licensed Products purchased by Medtronic from WGT during the year.

     (b) If Medtronic has purchased a number of Licensed Products from WGT equal
or greater than the Target Amount for such Contract Year, Medtronic shall have
no obligation to pay WGT any royalty for any Licensed Products manufactured by
or for Medtronic during such year.

     (c) If Medtronic has not purchased a number of Licensed Products from WGT
equal to or greater than the Target Amount for such Contract Year, Medtronic
will pay WGT within thirty (30) days following the receipt of an invoice from
WGT a royalty equal to * per Tantalum Defibrillation Capacitor manufactured by
or for Medtronic and which are sold by Medtronic during such year.

     3.5 Royalties during Third Contract Period.

     (a) After the Second Contract Period, Medtronic shall pay royalties only if
it shall not have paid WGT cumulative royalties during the First Contract Period
and Second Contract Period of *.

     (b) Within sixty (60) days following the end of each Contract Year during
the Third Contract Period, Medtronic will pay WGT a royalty equal to * per
Tantalum Defibrillation Capacitor until Medtronic has paid cumulative royalties
equaling * under Section 3.3, Section 3.4 and this Section 3.5, after which time
no further royalty shall be owing by Medtronic and the license shall be deemed
to be fully paid.

     3.6 Definition of "Sold". For purposes of Section 3.3, Section 3.4, and
Section 3.5, the term "sold" shall exclude any Tantalum Capacitors that are held
in inventory, used as sales samples,


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used for purposes of regulatory submissions, provided in exchange for a damaged
or defective Tantalum Capacitor as part of a warranty program, or used for
testing or quality control purposes.

     3.7 Payment Reductions.

     a. The royalties payable under Sections 3.3, 3.4 and 3.5 shall be subject
to set off as described in Section 7.4 relating to indemnification of Medtronic
for breach of representations and warranties of WGT, and in Section 4.1 relating
to breach by WGT of its license agreements with third parties.

     b. If Medtronic is required to pay to any party other than WGT any royalty
to allow Medtronic to make, have made, use or sell Licensed Products, WGT shall
reduce the royalty payments specified herein, or pay such sums to Medtronic,
together with interest at the Interest Rate accrued from the time Medtronic
makes such royalty payment to a party other than WGT (provided that WGT's
cumulative liability to pay sums to Medtronic under this section shall be
limited to the sum of all royalties paid to WGT under this License Agreement
plus Medtronic's out of pocket costs), such that the overall royalties paid to
any and all parties (including WGT) on Licensed Products for use in Medtronic
products will in no event exceed the royalties set forth in Sections 3.2, 3.3,
3.4 and 3.5 above.

     c. In addition, if Medtronic pays any sums to Evans that Medtronic
reasonably deems necessary to preserve Medtronic's rights under the Sublicense
(including but not limited to curing any defaults by WGT under its license with
Evans or paying any additional royalties required to maintain WGT's exclusivity
rights under its license with Evans), WGT shall reduce the royalty payments
specified herein, or pay sums to Medtronic together with interest at the
Interest Rate accrued from the time Medtronic makes such payment to Evans
(provided that WGT's cumulative liability to pay sums to Medtronic under this
section shall be limited to the sum of all royalties paid to WGT under this
License Agreement plus Medtronic's out of pocket costs) such that the overall
royalties paid to any and all parties (including WGT) on Licensed Products for
use in Medtronic products, plus any additional sums paid to Evans on WGT's
behalf, will in no event exceed the royalties set forth in Sections 3.2, 3.3,
3.4 and 3.5 above.

     d. If Medtronic's right to a set off under paragraphs (b) and (c) of this
Section 3.7 arises in connection with a claim subject to indemnification under
Article 7, the provisions of Article 7, including without limitation the
requirements for notice to WGT, shall govern the parties' rights and obligations
with respect to such claims. If Medtronic's right to a set off does not arise in
connection with a claim that is subject to indemnification under Article 7, and
if Medtronic intends to seek reimbursement with respect to such obligation under
Section 3.7(b) or (c), Medtronic shall promptly notify WGT of its obligation and
shall consult with WGT before agreeing to pay any royalty to a third party to
allow Medtronic to make, have made, use or sell Licensed Products.
Notwithstanding the foregoing, Medtronic shall have no obligation to consult
with WGT before making any payment to Evans that Medtronic reasonably deems
necessary to preserve Medtronic's rights under the Sublicense.

     3.8 Records/Audits. WGT agrees to keep accurate written records sufficient
in detail to enable Medtronic to determine and verify the number of Licensed
Products purchased by


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Medtronic and its Affiliates during the First Contract Period and during each
year of the Second Contract Period. Medtronic agrees to keep accurate written
records sufficient in detail to enable WGT to determine and verify the number of
Tantalum Capacitors used by Medtronic and its Affiliates (i.e. their
requirements) during the First Contract Period and during each year of the
Second Contract Period. WGT and Medtronic each shall maintain such records for
each relevant period for not less than three years after the end of such period.
Upon reasonable notice and during regular business hours, both parties shall
from time to time (but no more frequently than once annually) make available the
records referred to in Section 3.7 for audit at the requesting party's expense
by representatives from a nationally recognized independent certified public
accounting firm selected by the requesting party and reasonably acceptable to
the audited party to verify the accuracy of the records provided to the
requesting party. Such representatives shall execute a suitable confidentiality
agreement reasonably acceptable to the audited party prior to conducting such
audit. Such representatives may disclose to the requesting party only their
conclusions regarding the accuracy and completeness of royalty payments and of
records related thereto, and shall not disclose the audited party's confidential
business information to the requesting party without the prior written consent
of the audited party. No claim may be asserted by either party against the other
for errors discovered in the audit unless made within ninety (90) days following
completion of such examination or audit made pursuant to this Section 3.8.

                                     ARTICLE 4
                             ADDITIONAL OBLIGATIONS

     4.1 Maintain Licenses in Force. In addition to its obligations set forth in
the Evans Sublicense, WGT shall comply with all of the provisions of, and shall
maintain in full force and effect, all license agreements with third parties
pursuant to which WGT is licensee of intellectual property included in the
Intellectual Property. WGT shall promptly notify Medtronic if any such third
party alleges any breach by WGT of any such license agreement. Medtronic shall
be entitled, but not obligated, to cure any alleged breach by WGT of such
license agreement and set-off the cost of such cure against amounts otherwise
owed to WGT hereunder.

                                   ARTICLE 5
                             INTELLECTUAL PROPERTY

     5.1 Protect Know-How. WGT and Medtronic each agrees to maintain the
confidentiality of all non-public information regarding the WGT Capacitor
Patents and Licensed Know-How licensed under this Agreement, including but not
limited to the status of any patent applications included in the WGT Capacitor
Patents. Each party agrees not to disclose or use (except as permitted or
required for performance by the party receiving such Confidential Information of
its rights or duties hereunder) any Confidential Information of the other party
obtained during the term of this Agreement until the expiration of * after the
termination or expiration of this Agreement. Each party further agrees to take
appropriate measures to prevent any such prohibited disclosure by its present
and future employees, officers, agents, subsidiaries, or consultants during the
term of this Agreement and for a period of * thereafter.

     5.2 Protection of Intellectual Property. WGT agrees to protect the WGT
Capacitor Patents licensed hereunder to Medtronic by obtaining and maintaining
appropriate patent rights as


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recommended by reputable patent counsel, except for any patent applications
abandoned based on advice of such counsel, provided, however, that Medtronic
shall have the right to review and consult with WGT with respect to any filings
or other correspondence relating to the WGT Capacitor Patents licensed hereunder
to Medtronic with the appropriate patenting authority, including with respect to
any proposed abandonments. If Medtronic reasonably determines, in its sole
discretion, that any Invention conceived, reduced to practice or otherwise made,
developed or acquired by one or more employees or agents of WGT and having
application to Tantalum Capacitors as of the date of this Agreement is not being
adequately protected by patents, Medtronic may so inform WGT. If Medtronic
decides that WGT's response has been inadequate, Medtronic may take whatever
action it reasonably deems necessary at its expense to protect such Invention.
All patents and copyright registrations related thereto shall be applied for in
the names of the actual inventors or authors and shall be assigned to WGT,
subject to Medtronic's rights and license therein; each party shall execute and
deliver such forms of assignment, power of attorney and other documents which
are necessary to give effect to the provisions hereof.

     5.3 Ownership of Intellectual Property. Subject to the rights and licenses
granted to Medtronic by this Agreement, (a) any Intellectual Property conceived,
reduced to practice or otherwise made, developed or acquired by one or more
employees or agents of WGT shall be the property of WGT, (b) any Intellectual
Property conceived, reduced to practice or otherwise made, developed or acquired
by one or more employees or agents of Medtronic shall be the property of
Medtronic, and (c) WGT shall and hereby does assign in full to Medtronic all
rights arising in any Joint Invention (defined below), to permit Medtronic to
hold sole ownership rights in and to any Joint Invention. Medtronic hereby
grants WGT a nonexclusive, worldwide fully-paid license to any Joint Invention
to make, use, or sell Tantalum Capacitors for any use, provided, however, that
WGT shall not make, use, or sell Tantalum Capacitors incorporating any Joint
Invention to a Medtronic Competitor for a period of * following such time as the
Joint Invention was first jointly conceived, reduced to practice or otherwise
made, developed or acquired by one or more employees or agents of WGT and one or
more employees or agents of Medtronic. For purposes of this Section,
Intellectual Property shall be deemed to have been developed jointly by
employees or consultants of Medtronic and WGT, and thus be a "Joint Invention",
if in connection with any patent application therefor (whether or not any such
application is to be made or trade secret protection is to be relied upon), at
least one employee or consultant of each of Medtronic and WGT would be required
to be named as an inventor in such application in order for a patent to be
valid.

     5.4 Prosecution of Infringement of Intellectual Property Other Than By
Third Party Patents.

     (a) Medtronic and WGT shall each promptly notify the other if it knows or
has reason to believe that rights to any Intellectual Property licensed
hereunder are being infringed or misappropriated by a third party within the
Field of Use or that such infringement or misappropriation is threatened. In the
event such alleged infringement relates to a Third Party Patent, the parties
shall treat such alleged infringement as set forth in Section 5.5. In all other
instances, WGT shall, after learning of and investigating such alleged
infringement or misappropriation, send notice to Medtronic (i) offering
Medtronic the choice of participating in such prosecution or (ii) declining to
prosecute such alleged infringement or misappropriation.


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     (b) In the event WGT offers Medtronic the choice to participate in the
prosecution pursuant to (a) (i) above, Medtronic shall have thirty (30) days in
which to notify WGT in writing of Medtronic's election to participate in the
prosecution of such alleged infringement or misappropriation. If Medtronic
elects to participate, Medtronic shall be obligated to pay its own costs and
expenses incurred by it in connection with such prosecution and shall be
entitled to receive fifty percent (50%) of the net proceeds realized from WGT's
and