AMENDED AND RESTATED PATENT AND KNOW-HOW EXCLUSIVE LICENSE AGREEMENT

Exhibit 10.6

AMENDED AND RESTATED PATENT AND KNOW-HOW

EXCLUSIVE LICENSE AGREEMENT

AS BETWEEN THE UNDERSIGNED:

Mr. Jacques SEGUIN

Mr. Jean-Claude LABORDE

Hereinafter designated together as the “GRANTORS”

AND:

DEVAX Inc. , a Delaware corporation

Hereinafter designated as the “LICENSEE”.

BACKGROUND:

Mr. Jacques SEGUIN and Jean-Claude LABORDE are joint title owners of a patent issued on November 20, 1998 by the National Institute of Industrial Property of France, under the number 96 07245, entitled “Device permitting the treatment of bodily conducts at the level of a bifurcation” (“Underlying Patent”) ¹

It was published in the Official Bulletin of Industrial Property of France N# 98/47, November 20, 1998. ²

The Underlying Patent is for the invention of a medical device called a “bifurcated stent” specially conceived for treating cardiovascular illnesses which require an intervention at the level of branching blood vessels.

A patent application was filed with the United States Patent and Trademarks Office on April 3, 1998 under application number 09/011,214 (“U.S. Patent Application”).

A patent application was filed under PCT/FR97/00999, under the following title: “Endoprosthesis for vascular bifurcation” and a patent application was filed having International Application No. PCT/EP2002/012509, titled “Endoprosthesis for Vascular Bifurcation” (collectively “the PCT Patent Applications”). ³

Other patent applications related to the Underlying Patent and PCT Patent Application were filed before the European Union, Canada, Japan and the South African Union and are presently pending (“Other Patent Applications”).

Licensee has been organized under the laws of the State of Delaware (USA) for the purpose of, among other things, research, development and marketing of medical devices including those based on the Licensed Technology and the Grantors desire to grant to Licensee the present exclusive license, according to the terms set forth below.

A Patent and Know-How Exclusive License Agreement was entered by and between the Grantors and the Licensee on August 18, 1999 (the “Effective Date”).

The parties now wish to amend and restate the Patent and Know-How Exclusive License Agreement as of April 30, 2007.

IT IS AGREED THAT:

DEFINITIONS

“ Licensed Patents ” means: (a) Underlying Patent; (b) the U.S. Patent Application, the PCT Patent Application and the Other Patent Applications; (c) any and all corresponding foreign patent applications based on the Underlying Patent or PCT Patent Application, the U.S. Patent Application or the Other Patent Applications, whether now existing or hereafter filed; (d) any divisionals, reissues, continuations, continuations-in-part, or substitute applications and inventors’ certificates arising from, or based upon, any of the foregoing patents and patent applications and any other patent applications claiming priority to any to the foregoing patents or patent applications or any other patents or patent applications referenced in this definition; (e) any patents issuing from any of the foregoing; and (f) any reissues, re-examinations, renewals, extensions and supplemental protection certificates of any of the foregoing.

“ Grantors .” “Grantors” are Mr. Jacques Seguin and Mr. Jean-Claude Laborde, each referred to herein as a “Grantor.”

“ Licensed Technology .” “Licensed Technology” means the Licensed Patents and the Know-How.

“ Know How .” “Know-How” means (a) the Bifurcated Stent Technology and (b) all information, and data which is not generally known, including (without limitation) formulae, designs, procedures, protocols, techniques and results of experimentation and testing, which is necessary or useful to make, use, sell, develop or seek regulatory approval in any country to market the Licensed Products. For the avoidance of doubt, “Know-How” does not include any technology or intellectual property assigned by Mr. Seguin to Licensee pursuant to the Technology Transfer Agreement dated September 2, 1999.

“ Bifurcated Stent Technology .” “Bifurcated Stent Technology” means (a) all ideas, abstracts, diagrams, designs, improvements, inventions, modification, know-how, trade secrets, data, prototypes, techniques, and plans and any other proprietary rights (the “Proprietary Rights”) as set forth or described in the document titled “Description of the Development of the Bifurcated Stent and any attachments thereto, a copy of which is attached hereto as Exhibit A (the “Bifurcated Stent Description”) and (b) all Proprietary Rights arising out of any animal studies or other experiments described in the Bifurcated Stent Description; excluding, however, the Licensed Patents.

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“ Licensed Product .” “Licensed Product” means any product or device based upon or comprising the Licensed Patents and developed by Licensee, its affiliates or sublicensees that, when made, used or sold would, but for the rights granted to Licensee hereunder constitute an infringement of a Valid Claim in the country in which such manufacture, use or sale occurs.

“ Valid Claim .” “Valid Claim” means a claim of an issued patent within the Licensed Patents which claim has not lapsed, been cancelled, or become abandoned, has not been declared invalid by a final judgment of a court of competent jurisdiction from which no appeal can be or is taken, and has not been admitted to be invalid or unenforceable through reissue or disclaimer.

“ Net Sales .” ‘Net Sales” means the gross revenue derived by Licensee, its affiliates and sublicensee from sales of Licensed Products to customers who are not affiliates, less:

(a) prompt payment or other trade or quantity discounts as are customary in the trade;

(b) commissions paid or allowed to distributors and agents who are independent third parties (and not affiliates);

(c) amounts repaid or credited by reason of rejections or returns of Licensed Products;

(d) taxes, customs duties and other governmental charges actually paid or withheld;

(e) allowances actually granted, including any allowances for bad debt, provided that upon the extinguishment of any such allowance, the extinguishment will be determined to be a receipt; and

(f) transportation and delivery charges, including insurance premiums, actually incurred.

In the event that a product sold by Licensee, its affiliates or sublicensees is comprised in part of a Licensed Product and in part done or more other products or devices, Net Sales shall be determined by multiplying the amount calculated pursuant to the immediately preceding paragraph for such combination product by the Combination Allocated Portion (as defined below). The “Combination Allocated Portion” shall mean a fraction, the numerator of which is the average selling price of the Licensed Product included in such combination product and the denominator which is the sum of the average selling price of such Licensed Product and the average selling price of the other products or devices that are part of such combination product. In the event that the average selling price for a product is not available, then the fair market value for the product shall be used instead.

TERMINATION OF PRIOR AGREEMENTS

That certain license agreement dated August 18, 1999, between the Grantors and DEVAX S.A. (a French Company) (the “Prior Agreement”) shall be superseded and replaced in its entirety by this Agreement and the Prior Agreement shall be of no further force or effect.

ARTICLE 1.

NATURE AND EXTENT OF THE LICENSE

The Grantors hereby grant to the Licensee and its affiliates, and the Licensee and its affiliates hereby accept, an exclusive worldwide license under the Licensed Technology (the “License”) for any and all purposes.

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The License shall be exclusive even as to the Grantors and the License rights shall include, without limitation, the right to make, have made, use, import or sell and offer for sale the Licensed Products or any other product based on the Licensed Technology.

The Grantors relinquish the right to directly exploit or grant to a third party any rights to the Licensed Technology during the validity of the present agreement.

ARTICLE 2.

SUB-LICENSES

The License shall include the right to grant sublicenses and the Licensee shall be free to make, have made, use, import, sell or offer for sale any products covered by the Licensed Technology either directly or through its affiliates, sublicenses, agents, distributor or any other means it deems appropriate.

ARTICLE 3.

TECHNICAL ASSISTANCE

The Grantors agree, at the request of Licensee, to provide the Licensee without charge technical assistance to commence the exploitation of the Licensed Technology for a term of one (1) year starting from the Effective Date. Reasonable travel, living, and accommodation expenses, incurred by the Grantors engaged in this capacity will be borne by the Licensee. Any work or other product Proprietary Rights resulting or otherwise arising out of any technical assistance or work performed for or on behalf of the Licensee by Grantor under this Agreement shall be assigned to and owned by the Licensee for the purpose of clarification, except as specifically set forth in Article 7 of this Agreement or any other contract or agreement that may be entered between the Licensee and a Grantor, each Grantor shall own all Proprietary Rights resulting or otherwise arising out of any ideas, inventions or work that Grantor has developed or conceived independent of the Company and outside the scope of this Agreement.

Beyond this one (1) year period, the Grantors will provide, upon the request of Licensee, and in a manner consistent with their other professional obligations, technical assistance, for which their compensation shall be determined on a case by case basis, and reasonable food, travel and lodging expenses incurred in this capacity shall be borne by the Licensee.

ARTICLE 4.

CONFIDENTIALITY

4.1 Confidential Information . Each party hereunder shall maintain the secret and confidential nature of all technical documents, information and studies related to the Licensed Technology and any other Proprietary Rights of the other party for so long as (a) such information was not in the public domain before its communication to the other party; (b) such information subsequently entered into the public domain after its communication to the receiving party (through no fault of the receiving party); (c) such information was not known lawfully by the receiving party prior to its communication; (d) such information was not received by a third party in a lawful manner without any restrictions on its disclosure; or (e) the disclosure of such information was not authorized by the other party.

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

4.2 Employee Agents . Each party is responsible to ensure that its employees, agents, affiliates and sublicensees observe and comply with the confidentiality obligations of this Article 4.

4.3 Survival of Confidentiality Obligations . The confidentiality obligations shall remain in effect after the termination of this Agreement.

ARTICLE 5.

COMMERCIALIZATION

The Licensee shall take all commercially reasonable steps to effectively exploit the Licensed Technology and commercialize the Licensed Products. The Licensee shall use commercially reasonable efforts to promptly avail itself of funds necessary to develop the Licensed Products and gain regulatory approval for marketing of the Licensed Products. For avoidance of doubt, the parties agree that this Article 5 does not require Licensee to exploit each and every Licensed Technology or to commercialize each and every Licensed Product but only those Licensee in good faith determines to commercialize.

ARTICLE 6.

FINANCIAL CONDITIONS

The license is subject to the following financial conditions:

6.1 Royalty Payments . The Licensee will pay the Grantors royalty fees based as follows:

(a) [ *** ] of the Net Sales of all Licensed Products sold by Licensee, its affiliates and its sublicensees in any country where the manufacture, use or sale of such Licensed Product would absent the License grant set forth herein, infringe on Valid Claims of Licensed Patent; the royalty provision under this Section 6.1(a) shall be applicable until the total royalty fees paid or payable to Grantors under this Section 6.1(a) have reached [ *** ]; and

(b) Once the aggregate royalty fees pursuant to Section 6.1(a) has reached [ *** ], the total royalty rate [ *** ] of the Net Sales of all Licensed Products sold by Licensee, its affiliates and it sublicensees in any country where the manufacture, use or sale of such Licens