MASTER LICENSE AGREEMENT

Exhibit 10.41

MASTER LICENSE AGREEMENT

        THIS AGREEMENT by and between SurModics, Inc., a corporation of the State of Minnesota, which has an office at 9924 West 74th Street, Eden Prairie, MN 55344, (hereinafter referred to as SURMODICS ), and Microvena Corporation, a corporation of the State of MINNESOTA, which has an office at 1861 Buerkle Road, White Bear Lake, MN 55110-5246 (hereinafter referred to as MICROVENA ).

        WHEREAS, SURMODICS is engaged in biological, chemical and technical research and has developed a body of technology and know-how, including reagents, processes and devices which the parties believe will improve the performance of various products and processes of MICROVENA.

        WHEREAS, the technology of SURMODICS includes confidential information (including trade secrets and other know-how) which is proprietary to SURMODICS and SURMODICS is in the process of securing patent coverage for certain items of its technology, and continues to maintain the confidentiality of other portions of its technology.

        WHEREAS, MICROVENA and SURMODICS are parties to a Mutual Confidential Disclosure Agreement dated March 31, 1994 ("Prior Disclosure Agreement");

        WHEREAS, MICROVENA may desire to acquire additional licenses under SURMODICS' know-how and patent rights such licenses to be added to this Master Agreement;

        NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below and for other good and valuable consideration of which receipt is acknowledged, the parties agree as follows:

1.      DEFINITIONS

        The following definitions apply to this Agreement and to all addenda thereto:

•         a.     "Effective Date" means the date upon which this Agreement is fully executed.

          b.     "Licensed Product Effective Date" for each license granted herein shall mean the date specified in the respective Attachment B1, B2, and so forth.

          c.     "Patent Rights" means the patent application(s) and patent(s) identified in Attachment A hereof, together with all foreign counterparts, divisions, and continuation applications based thereon, any patent issuing on any of said applications, and any reissues or extensions based on any of such patents. The term "Patent Rights" shall include Improvement Patents as defined in Paragraph l(d).

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•         d.     "Improvement Patents" means any U.S. patents or patent applications, and all foreign counterparts, divisions, continuations, continuations in part, reissues and extensions thereof specifically pertaining to a Licensed Product:

  •             i.  which are filed on an invention conceived or reduced to practice by SURMODICS during the exclusive term (if any) of the license granted herein for that Licensed Product, and

               ii.  with respect to which SURMODICS has the right to grant a license, and

              iii.  which but for the license granted herein would be infringed by the manufacture, use or sale (or by a surface treatment process employed to produce that product or a reagent used in such process) by MICROVENA of Medical Products having a surface treated through the use of SURMODICS' Know-how.

          e.     "Medical Products" means products that are specifically described in Attachment B1, B2, and so forth.

          f.      "Licensed Products" means each of the separately sold Medical Products specifically described in Attachment B1, B2, and so forth, and which:

  •             i.  but for the license granted herein the manufacture, use or sale would infringe (or a surface treatment process employed to produce a product or a reagent used in such process would infringe) any claim of Patent Rights, or

               ii.  are produced through the use of SURMODICS' Know-how.

          g.     "Know-how" means SURMODICS' trade secrets and other technical information relating to the surface-treatment of medical devices and which SURMODICS has the right to transmit to others. Know-how includes but is not limited to information contained in pending patent applications of Patent Rights and information that is Confidential Information as defined in Paragraph 13.

          h.     "Future Know-how" with respect to any Licensed Product means Know-how that is acquired by SURMODICS during the exclusive term (if any) of the license granted herein for that Licensed Product.

              i.  "Net Sales" means the total actual billing for sales of Licensed Products, less the following deductions where they are applicable with respect to such billings and when separately shown on invoices:

  •             i.  discounts actually allowed and taken;

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• •            ii.  any customs, duties, taxes or other governmental excise or charge upon or measured by the production, sale, transportation, delivery or use of Licensed Product and actually paid by MICROVENA;

              iii.  amounts allowed or credited on rejections or returns;

              iv.  transportation charges prepaid or allowed.

  Notwithstanding the above, if any Licensed Product is sold both separately and as an integral part of a combination product containing one or more integral components in addition to that Licensed Product, then Net Sales of that Licensed Product resulting from sales of that combination product will be calculated by multiplying the Net Sales for the combination product as calculated above by the fraction A/B where A is the invoice price of the Licensed Product as sold separately and B is the invoice price of the combination product.

  A Licensed Product shall be considered sold when it is shipped or when it is invoiced, whichever is earlier. To assure SURMODICS the full royalty payment contemplated in this Agreement and assure that royalties are not paid by MICROVENA on sales to affiliated parties, royalties will be earned at the time the Licensed Product is sold to a non-Affiliate and will be calculated based upon the price paid by the non-Affiliate.

          j.      "Affiliate" means any entity which owns at least 50% of, is at least 50% owned by, or is under common (at least 50%) ownership with MICROVENA. "Own" means ownership of at least 50% of the stock entitled to vote for directors.

          k.     "Valid Claim" means a claim of Patent Rights that has not been held invalid by a court of competent jurisdiction beyond possibility of appeal.

2.      LICENSE

        a.     With respect to the Licensed Product defined in each of Attachments B1, B2, and so forth, SURMODICS grants to MICROVENA, a separate worldwide license under SURMODICS' Patent Rights and Know-how to make, have made for it, use and sell that Licensed Product. The license granted herein is expressly limited to the specific Licensed Products defined herein, and does not include the right to sublicense except as provided for in Paragraphs 2(c) and 2(d). Additional terms of each license are set out in the respective Attachments B1, B2, and so forth. To the extent of any inconsistency between the terms set forth in the text of this Agreement and the terms set forth in Attachments B1, B2, and so forth, the terms set forth in the text of this Agreement shall be controlling. Each such license shall be effective as of its Licensed Product Effective Date.

        b.     Subject to the limited license granted herein, SURMODICS shall retain all rights to the Patent Rights and Know-how. SURMODICS shall retain the right to use Patent Rights and Know-how for its own research purposes.

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        c.     The license granted herein includes the right to grant sublicenses to the following Affiliates of MICROVENA:

        d.     With regard to each sublicense to Affiliates:

•             i.  MICROVENA shall be responsible for and guarantee the payment of royalties by the Affiliates and the performance of all of the Affiliate obligations provided herein;

             ii.  SURMODICS shall have the right to audit the Affiliates under Paragraph 5(b);

            iii.  All Affiliates must be subject to confidentiality provisions no less stringent than contained in Paragraph 12 herein.

            iv.  All Affiliates must be subject to the provisions contained in Paragraph 8(b) herein.

             v.  No sublicense to Affiliates shall be effective unless and until the Sublicense Agreement and SurModics Consent attached as Attachment C has been executed by the Affiliate, delivered to SURMODICS and signed by SURMODICS.

        e.     Each sublicense granted to an Affiliate by MICROVENA shall terminate at such time as the sublicensed company ceases to be an Affiliate of Microvena.

3.      LICENSE FEES

        For each license granted by SURMODICS, MICROVENA shall pay to SURMODICS a License Fee as set out in the respective Attachment B1, B2, and so forth.

4.      ROYALTIES

        For each license granted herein, MICROVENA shall pay to SURMODICS a royalty for each quarter calendar year during the term of this License Agreement which will be the greater of the royalties of Paragraphs 4(a) or 4(b).

        a.     Earned Royalties shall be calculated as provided for in the respective Attachment B1, B2, and so forth. No more than one Earned Royalty shall be paid by MICROVENA for any Licensed Product. However, if any Licensed Product is covered by more than one

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Attachment B1, B2, and so forth, then the Earned Royalty rate shall be the highest rate specified for such Licensed Product.

        b.     Minimum Royalties shall be paid for each Licensed Product as provided for in the respective Attachment B1, B2, and so forth.

5.      ROYALTY PAYMENTS, REPORTS, RECORDS

        a.     During the term of this Agreement, and for each license granted hereunder, MICROVENA will make written reports and payments to SURMODICS within thirty (30) days after the last day of each calendar quarter ending March 31, June 30, September 30, and December 31. Each such report shall state the Net Sales, unit volumes, Earned Royalty, corrections of error in prior royalty payments, and data and calculations used by MICROVENA to determine such payments for each of the licenses corresponding to the respective Attachments Bl, B2, and so forth. Each report shall be accompanied by payment in full of the royalty due SURMODICS for that quarter. The December 31 quarterly report shall also include a summary progress report regarding MICROVENA's relevant developmental, manufacturing scale-up, regulatory affairs, and marketing activities with respect to all Licensed Products along with a summary forecast of projected sales of Licensed Products and forecasted reagent usage for the next calendar year.

        b.     MICROVENA will maintain, for a period of five (5) years following each sale of Licensed Product, true and accurate records supporting the reports and payments made under this Agreement. SURMODICS shall have the right to carry out an audit of such records no more frequently than once per calendar year by a certified public accountant of its choice. Such accountant shall have reasonable access to MICROVENA's offices and the relevant records, files and books of account, and such accountant shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by MICROVENA under Paragraph 5(a). Such audit shall be at SURMODICS' expense except that if an underpayment error is found for any twelve month period that exceeds 5% of the payment made to SURMODICS for that period, then MICROVENA will bear the cost of such audit.

        c.     All royalties on sales of each Licensed Product to be paid to SURMODICS by MICROVENA under this Agreement shall be paid in U.S. Dollars to SURMODICS in the United States. For the purpose of calculating Earned Royalties on sales outside the United States for any calendar quarter, MICROVENA shall utilize the average rate of exchange on the last business day of that calendar quarter as quoted in the Wall Street Journal.

        d.     Any sum required under U.S. tax laws (or the tax laws of any other government) to be withheld by MICROVENA from payment for the account of SURMODICS shall be promptly paid by MICROVENA for and on behalf of SURMODICS to the appropriate tax authorities, and MICROVENA shall furnish SURMODICS with official tax receipts or other appropriate evidence issued by the appropriate tax authorities sufficient to enable SURMODICS to support a claim for income tax credit in respect to any sum so withheld.

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6.      DEVELOPMENT FEES

        MICROVENA agrees to pay SURMODICS for development efforts ("Development Fees") while working on MICROVENA's products at SURMODICS' then standard hourly rate for development efforts provided, however, that such development effort is pursuant to a mutually agreed upon project plan. SURMODICS' standard hourly rate includes direct labor costs plus direct labor overhead. SURMODICS shall additionally charge direct materials plus direct materials overhead of fifteen percent (15%). Direct materials may include expenses such as travel and special equipment, but only as mutually agreed upon in writing. SURMODICS shall invoice MICROVENA monthly for such Development Fees and payment shall be made within thirty (30) days thereafter.

7.      TERM

        a.     Unless earlier terminated, each license herein granted shall begin upon the Licensed Product Effective Date set out in the respective Attachment B1, B2, and so forth, and shall extend for each Licensed Product so licensed until expiration of the last to expire patent of Patent Rights that covers that product or for a period of fifteen (15) years following the first bona fide commercial sale of such Licensed Product, whichever is longer; provided, however, that for a Licensed Product that embodies or is manufactured through the use of Future Know-how, the license herein granted shall extend until expiration of the last to expire patent of Patent Rights that covers that Licensed Product or for a period of fifteen (15) years from the date of the first bona fide commercial sale by MICROVENA of that Licensed Product, whichever is longer.

        b.     Upon expiration of the full term of the license granted herein for any Licensed Product, and upon full payment by MICROVENA to SURMODICS of any monies due under this Agreement, the license with respect to Know-how licensed herein for that Licensed Product shall be deemed paid up and non-exclusive (if any such license was exclusive), and SURMODICS may negotiate additional license agreements with any other party for that Licensed Product.

8.      PATENTS

        a.     MICROVENA shall see to it that all Licensed Products sold by MICROVENA shall be appropriately marked with the applicable patent numbers, in conformity with applicable law.

        b.     SURMODICS recognizes that it is an objective of MICROVENA to obtain patents on technology that it develops concerning chemicals having latent reactive groups and their uses. MICROVENA recognizes that a vital part of SURMODICS' business involves the licensing of others under SURMODICS' patents and know-how to make, use and sell products, and that it is an objective of SURMODICS to enable its present and future licensees to exploit patent licenses from SURMODICS to produce and sell products

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without interference from any patent that MICROVENA might obtain. A purpose of this Paragraph 8(b) is to establish a system under which each party may accomplish its respective objective.

•             i.  "MICROVENA Patents" means patents which (a) claim inventions conceived or first reduced to practice during the term of this Agreement