TECHNOLOGY TRANSFER AGREEMENT

Exhibit 10.9

TECHNOLOGY TRANSFER AGREEMENT

     This Technology Transfer Agreement (this “ Agreement ”) is entered into as of July 28, 2005 by and among Micrus Endovascular Corporation, a Delaware corporation (“ Buyer ”) and Vascular FX, LLC, a Delaware limited liability company (“ Seller ”), and each of the undersigned members of Seller (each a “ Member ” and collectively the “ Members ” ).

      WHEREAS , Seller has acquired and/or developed certain know how and intellectual property relating to a steerable catheter with a deflectable tip, including without limitation, issued patents and patent applications; and

      WHEREAS , Seller now wishes to sell, and Buyer wishes to purchase from Seller, on the terms and conditions set forth in this Agreement, all of the right, title, and interest in and to such intellectual property and know how.

      NOW THEREFORE , in consideration of these premises and the representations, warranties and agreements set forth in this Agreement, Buyer, and Seller agree as follows:

     1.  Definitions . The following terms, as used in this Agreement, will have the following meanings:

     1.1 “ Assets ” has the meaning set forth in Section 2.1.

          1.2 “ Change of Control ” shall mean (a) the acquisition of the Buyer by another entity by means of any transaction or series of related transactions, including without limitation any reorganization, merger, or consolidation (but excluding any transaction effected exclusively for purposes of raising capital) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Buyer, or (b) the sale of all or substantially all of the Buyer’s assets.

          1.3 “ Closing ” or “ Closing Date ” shall mean the date upon which the first of the following occurs: (a) Seller completes each of the conditions set forth in Section 4 hereto, or (b) notwithstanding that certain of the conditions set forth in Section 4 hereto have not yet been completed, Buyer notifies Seller that Buyer wishes to waive such conditions and purchase the Assets upon and subject to the terms contained herein.

          1.4 “ Copyrights ” means (a) the Copyrights disclosed on Exhibit B , (b) any Copyright in any original works of authorship fixed in any tangible medium of expression as set forth in 17 U.S.C. Section 101 et. seq., relating to the Deflectable Catheter Products not otherwise disclosed on Exhibit B , whether registered or unregistered, including any applications for registration thereof, and any corresponding foreign Copyrights under the laws of any jurisdiction, in each case, whether registered or unregistered, and any applications for registration thereof, and (c) moral rights under the laws of any jurisdiction relating to the Deflectable Catheter Products not otherwise disclosed on Exhibit B .

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

          1.5 “ Deflectable Catheter Product(s) ” means the Seller’s catheter having at least a deflectable tip, including but not limited to Interventional Radiology, Interventional Cardiology and Interventional Neurology versions of such products, which forms the subject matter of the Patents and includes the tools, devices, and surgical instrumentation relating to the development, manufacturing, construction, repair, manipulation, adjustment, administration, implantation, and otherwise of such products, in each case as currently constituted and to the extent developed by or acquired by the Seller through the date hereof as further described in written specifications delivered to Buyer concurrently herewith (the “Specifications”), not including any improvements by the Buyer. There are five Deflectable Catheter Product categories: (1) catheter with a deflectable tip and without a balloon (Deflectable Tip Catheter); (2) catheter with deflectable tip and having one or compliant balloons fixed to the catheter (Deflectable Tip Temporary Occlusion Balloon Catheter); (3) catheter with a deflectable tip having one or more non-compliant balloons fixed to the catheter (Deflectable Tip Balloon Catheter); (4) catheter with a deflectable tip catheter wherein the push-pull wire can be actuated to and fro to cause deflection in a plane and/or the push-pull wire can be torqued or twisted causing out-of-plane deflection (Deflectable Torque Tip Catheter); and (5) guide wire designed specifically to improve tracking and/or clinical performance of Deflectable Catheter Products.

          1.6 “ Intellectual Property ” means any and all (a) Patents, (b) Copyrights, (c) Trademarks, (d) Know How, (e) all right, title and interest in and to any and all causes of action and rights of recovery for past infringement, or misappropriation, relating to any of the foregoing, (f) the inventions disclosed in any of the Patents, and (g) the right to claim priority from any one or more of the Patents.

          1.7 “ Intellectual Property Documentation ” means any and all documentation, in whatever form, in Seller’s possession or accessible to Seller as of the Closing Date without undue cost, relating to the Deflectable Catheter Products, Intellectual Property, or Know How, including but not limited to drawings, electronic and paper files, notebooks, email correspondence, copies or originals of any application, certificate, filing, registration or other document issued by, filed with, or recorded by, any U.S., foreign, or international, state, government, or other public or private legal authority at any time relating to the Patents, Copyrights, Trademarks, and Know How, any drafts of such filings, and all lists and names of customers / patients and prospective customers / patients of the Deflectable Catheter Products owned, possessed, or identified by Seller.

          1.8 “ Interventional Cardiology (IC) Market ” means channels of distribution wherein medical products are sold to medical professionals and establishments treating coronary vascular disease.

          1.9 “ Interventional Neurology (IN) Market ” means channels of distribution wherein medical products are sold to medical professionals and establishments treating cerebral vascular disease.

          1.10 “ Interventional Radiology (IR) Market ” means channels of distribution wherein medical products are sold to medical professionals and establishments treating peripheral vascular disease not including coronary vascular disease and/or cerebral vascular disease.

          1.11 “ Know How ” means any inventions, invention disclosures, trade secrets, proprietary information, manufacturing and construction methods, processes, procedures, and technology or other special knowledge or information, however manifested, relating to or unique to the Deflectable Catheter Products.

          1.12 “ Markets ” means the Interventional Cardiology Market, the Interventional Neurology Market, and the Interventional Radiology Market.

          1.13 “ Net Selling Price ” means gross sales less sales commissions and discounts (not to exceed in the aggregate 30% without the consent of Seller), shipping, taxes and returns.

          1.14 “ Patents ” means (a) the patent applications and patents disclosed on Exhibit B , (b) all patent applications and patents relating to the Deflectable Catheter Products not otherwise disclosed on Exhibit B , (c) all divisions, continuations, continuations-in-part, and substitutions thereof, (d) all foreign patents relating to the Deflectable Catheter Products and foreign patent applications corresponding to the preceding applications not otherwise disclosed on Exhibit B , and (e) all U.S. and foreign patents issuing on any of the preceding applications not otherwise disclosed on Exhibit B , including extensions, reissues, and re-examinations.

          1.15 “ Taxes ” means sales and use taxes, real and personal property taxes, gross receipts taxes, documentary transfer taxes, employment taxes, withholding taxes, unemployment insurance contributions and other taxes or governmental charges of any kind, however denominated, including any interest, penalties and additions to tax in respect thereto.

          1.16 “ Trademarks ” means (a) the trademarks disclosed on Exhibit B , (b) any trademark, service mark, trade name, domain name, and the like, or other word, name, symbol or device, or any combination thereof, used or intended to be used to identify and distinguish the source or origin of Deflectable Catheter Products and related services not otherwise disclosed on Exhibit B , and (c) all registrations and applications therefor throughout the world and all common law and other rights therein throughout the world related to the Deflectable Catheter Products not otherwise disclosed on Exhibit B .

     2.  Purchase and Sale .

          2.1 Purchased Assets . Upon the Closing Date, Buyer shall purchase and acquire from Seller, and Seller shall sell, transfer, assign and deliver to Buyer, all right, title, and interest in and to, free and clear of all liens, mortgages, claims, security interests, or encumbrances, (a) the Intellectual Property, (b) the goodwill related thereto and (c) the Intellectual Property Documentation (collectively Section 2.1(a) through (c), the “ Assets ”).

          2.2 No Assumption of Liabilities . Buyer shall not assume any Asset-related liabilities, obligations, or otherwise that accrued, arose, or related to the Assets before the Closing Date except for those liabilities which Buyer expressly assumes pursuant to this Section 2.2, as set forth on Exhibit C (the “ Assumed Liabilities ”). For greater certainty, Buyer expressly is not assuming any obligations or liabilities, whether accrued, absolute, contingent, matured, unmatured or other, of Seller except for the Assumed Liabilities.

          2.3 Purchase Price . In consideration of the sale, transfer, assignment, and delivery by Seller to Buyer of the Assets, Buyer shall pay to Seller on the Closing Date the amount of $1,500,000 and, upon and subject to the conditions set forth in Section 2.4, the Additional Payments (as defined below) (together, the “ Purchase Price ”) by wire transfer of US dollar denominated funds to a bank account designated by Seller or, if Seller fails to give Buyer written wire instructions, by delivery of a check payable in immediately available funds to the order of Seller.

          2.4 Additional Payments .

               (a)  First Milestone . Upon the earlier of (x) Buyer’s receipt of U.S. Food and Drug Administration approval of the use of Deflectable Catheter Products in any one of the Market(s) or (y) [ *** ] (such earlier date, the “ First Milestone Date ”) Buyer shall pay the additional, aggregate amount of $ [ *** ] to Seller, within three (3) business days following the First Milestone Date, by wire transfer of US dollar denominated funds to a bank account designated by Seller or, if Seller fails to give Buyer written wire instructions, by delivery of a check payable in immediately available funds to the order of Seller. The obligation of Buyer to pay the Additional Payment on date specified in clause (y) is conditioned on material compliance by both Consultants (as defined in Section 4.5 below) with their obligations under their respective Consulting Agreements with Buyer through such date.

               (b)  Second Milestone . Upon the earlier of (x) Buyer’s receipt of a first lot to stock constituting at least 100 units of commercializable Deflectable Catheter Products or (y) [ *** ] (such earlier date, the “ Second Milestone Date ”) Buyer shall pay the additional, aggregate amount of $ [ *** ] to Seller, within three (3) business days following the Second Milestone Date by wire transfer of US dollar denominated funds to a bank account designated by Seller or, if Seller fails to give Buyer written wire instructions, by delivery of a check payable in immediately available funds to the order of Seller. The obligation of Buyer to pay the Additional Payment on date specified in clause (y) is conditioned on material compliance by both Consultants (as defined in Section 4.5 below) with their obligations under their respective Consulting Agreements with Buyer through such date.

               (c)  Earn-out . Buyer will pay an earn-out based on the Net Selling Price of each Deflectable Catheter Product whether such sale is made by Buyer or its affiliates or by any third party directly or indirectly authorized by Buyer to sell Deflectable Catheter Products, which Net Selling Price will be calculated based on sales of such Deflectable Catheter Product to non-affiliated third parties. Commencing on the applicable Start Date and ending on the applicable Finish Date (the “ Earn-out Period ”), Buyer will pay (the “ Earn-out Payment ”) Seller or its assigns an amount equal to [ *** ] of the greater of (i) the applicable aggregate Mandatory Minimum for such market, if any or (ii) the Net Selling Price of Deflectable Catheter Product(s) sold by Buyer in such market (in aggregate across the Markets, the “ Earn-Out ”). The Earn-out Period for each of the Deflectable Catheter Products is [***] beginning at the Start Date for such particular Deflectable Catheter Product in each of the IC, IN, and IR market segments. Start Date for a particular Deflectable Catheter Product is defined as the first day of the calendar month following the calendar month in which monthly Net Sales of that Deflectable Catheter Product to unaffiliated third-party buyers first meets or exceeds [ *** ] . For example, if a Deflectable Tip Catheter for the IN Market is introduced in January of 2006 and Net Sales of

*** Confidential Treatment Requested

[ *** ] are reached in [ *** ] , then the Start Date would be [ *** ] . The Earn-out Period would expire on [ *** ] ; if the Start Date for a Deflectable Tip Temporary Occlusion Balloon Catheter for the IN is [ *** ] , then the corresponding Earn-out Period would terminate on [ *** ]

Buyer shall calculate and pay the Earn-Out on a quarterly basis, with each payment made within sixty (60) days following the close of the applicable quarter. Payment shall be made by wire transfer of US dollar denominated funds to a bank account designated by Seller or its designees or, if Seller or its designees fails to give Buyer written wire instructions, by delivery of a check payable in immediately available funds to the order of Seller or its designees.

For the purposes of this Section 2.4(c), Buyer hereby agrees that notwithstanding actual sales of Deflectable Catheter Products, and subject to FDA Approval of the use of Deflectable Catheter Products in the IN Market, the following mandatory minimums shall apply in the Interventional Neurology Market for the years reflected below (the “ Aggregate Mandatory Minimums ”):

In the event that the Buyer fails to sell in the Interventional Neurology Market in a given year Deflectable Catheter Products with an aggregate Net Selling Price equal to the Mandatory Minimum for the Interventional Neurology Market in such year, then, for the purposes of determining the Earn-Out payment due only, the Buyer shall be deemed to have sold Deflectable Catheter Products in the Interventional Neurology Market with an aggregate Net Selling Price equal to the Aggregate Mandatory Minimum set forth above for the Interventional Neurology Market in such Year.

In connection with the foregoing, Buyer agrees to maintain adequate documentation and accounting records for demonstration of compliance with Earn-Out payments and to make such records available to Seller on Seller’s reasonable request. Buyer shall, upon written request of Seller, make such records available for audit to an independent certified public accounting firm chosen and compensated by Seller (provided that if such audit finds that there has been an under-calculation of the Earnout Payment in excess of 5% (but in any event greater than $5,000), then such fees shall instead be paid by Buyer). Seller may request such audit no more frequently than once per calendar year; provided however, that if any substantial accounting irregularities or discrepancies are found, then Seller may request additional audits relating to the year during which the irregularities or discrepancies occurred.

*** Confidential Treatment Requested

               (d)  Imputed Interest . The parties hereto acknowledge that a portion of the payment made with respect to the Second Milestone and the Earn-out Payment (and any other deferred payments of consideration made to the Company or its members under this Agreement) will be treated as imputed interest for income tax purposes in accordance with Treasury Regulations Section 1.1275-4(c). The parties will cooperate with each other and make whatever elections are permitted under applicable income tax law so that all such imputed interest is the smallest permitted amount. In accordance with Treasury Regulations Section 1.1274-4(a)(1), the parties will determine the amount of such imputed interest by selecting the lowest applicable federal rate in effect during (i) the three-month period ending with the month in which this Agreement is executed, or (ii) the three-month period ending with the month in which the Closing occurs.

     3.  Representations and Warranties .

          3.1 Of Seller . Except as set forth on the Disclosure Schedule attached hereto as Exhibit D , Seller hereby represents and warrants to Buyer as follows:

               (a)  Organization and Existence . Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of Delaware, and Seller has all corporate power and authority necessary to enable it to own, lease, or otherwise hold its properties and assets and to carry on its business as now conducted.

               (b)  Authorization . This Agreement has been approved unanimously in writing by the members of Seller, and has been duly authorized, executed, and delivered by Seller and constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms.

               (c)  Governmental Authorization . The execution, delivery, and performance of this Agreement by Seller, and the consummation of the transactions contemplated hereby by Seller do not and will not require any consent, approval, or action by or in respect of, or any declaration, filing, or registration with, any governmental authority except as set forth on the Disclosure Schedule.

               (d)  Non-Contravention . The execution, delivery, and performance of this Agreement and all other related agreements by Seller, and the consummation of the transactions contemplated hereby and thereby by Seller, and the ownership and use of the Assets by Buyer do not and will not: (i) with respect to Seller only, contravene or conflict with its certificate of formation, operating agreement, or similar charter documents; or (ii) contravene or conflict with or constitute a violation of any law, rule, regulation, judgment, injunction, order, or decree binding upon or applicable to the Assets, or the Sellers.

               (e)  Title to Assets . Seller has good and marketable title to all of the Assets, free and clear of all liens, charges, restrictions, pledges, conditional sales contracts, security interests, encumbrances and claims of third parties, of any nature whatsoever (collectively, “ Encumbrances ”). The instruments of conveyance, and other endorsements and instruments of transfer and assignment contemplated by this Agreement are sufficient to transfer good and marketable title to the Assets to Buyer, free and clear of all Encumbrances.

               (f)  No Transfer . Seller has not transferred or licensed, and shall not prior to the Closing Date transfer or license, ownership of any of the Assets to any party. Seller has not entered into any material consent, indemnification, forbearance to sue, settlement agreement or cross-licensing agreement with any person relating to the Assets.

               (g)  No Payments . Except as provided for hereunder, the transfer of the Assets hereunder and the use and disposition of the Assets by Buyer, will not require Buyer or Seller to make any payment of any kind to any third party.

               (h)  Loss of Rights . The consummation of the transactions contemplated by this Agreement will not result in the loss of, or otherwise adversely affect, any ownership rights of Seller in the Assets or result in the breach or termination of any license, contract, or agreement respecting the Assets, or give rise to any right of termination, cancellation, or acceleration of any right or obligation of Seller.

               (i)  No Unfair Competition . The modification, sale, distribution, and use of the Assets, and in particular, the Deflectable Catheter Product, does not, and will not, violate the rights of any person (not including intellectual property rights under subject (j)), or constitute unfair competition or trade practices under the laws of any jurisdiction, and Seller has not received notice from any person claiming that such operation or any act, product, technology, or service (including products, technology, or services currently under development) constitutes unfair competition or trade practices under the laws of any jurisdiction (nor is Seller aware of any basis for any such claim).

               (j)  No Infringement Other than necessary regulatory approvals, Seller has all rights necessary (and after the Closing as herein contemplated, Buyer will have all rights necessary) to use, manufacture, and sell the Deflectable Catheter Products, and the use, manufacture, or sale of the Deflectable Catheter Products, does not, and will not infringe or misappropriate the intellectual property of any third party. Seller has not received notice of, and is not otherwise aware of, any existing infringement or misappropriation claim of any third party with respect to the use, manufacture, and sale of the Deflectable Catheter Products. It will be necessary for Micrus to complete development of the Assets as contemplated in the Specifications in order to manufacture or have manufactured and sell or have sold (subject to regulatory approvals) Deflectable Catheter Products.

               (k)  No Contract Disputes . There are no contracts, licenses, or agreements with any person with respect to the Deflectable Catheter Products under which there is any dispute regarding the scope of such agreement, or performance under such agreement, including with respect to any payments to be made or received thereunder.

               (l)  No Infringement by Third Parties . To the best of Seller’s knowledge, no person is infringing or misappropriating any Intellectual Property rights in or to the Deflectable Cather Products.

               (m)  No Outstanding Orders . No Intellectual Property is subject to any proceeding or outstanding decree, order, judgment, agreement, or stipulation that restricts in any

manner the use, transfer, or licensing thereof or may affect the validity, use, or enforceability of such Intellectual Property.

               (n)  No Invalidity . There exists no fact, circumstance, information or materials, including any prior art, that would render any portion of the Intellectual Property invalid or unenforceable or that would adversely affect the Intellectual Property, except information disclosed in the patent application prosecution history files, which Seller has provided to Buyer. Seller has not failed to disclose or disclosed any fact or circumstance in any Patent application that would constitute “fraud on the Patent Office” or that would otherwise affect the validity or enforceability of any Patent issuing from such application. Seller has taken all commercially reasonable steps to protect the confidentiality of its trade secrets, and they have not been made publicly available.

               (o)  Litigation; Proceedings . There is no action, suit, or proceeding (or any basis therefor) pending or, to the Seller’s knowledge, threatened or any investigation pending, against, or affecting the Assets. There is no product liability claim, action, suit, or proceeding (or any basis therefor) outstanding with respect to the Deflectable Catheter Products, or, to the Seller’s knowledge, threatened with respect to the Deflectable Catheter Products. To the Seller’s knowledge, there is no product liability related investigation pending with respect to the Deflectable Catheter Products.

               (p)  Brokers . No broker, agent, finder, or investment banker is entitled to any brokerage, finders, or other fee or commission in connection with this Agreement based upon arrangements made by Seller, or any affiliate of Seller.

               (q)  Manufacturing and Marketing Rights . Seller has not granted rights to manufacture, produce, assemble, license, market or sell the Deflectable Catheter Products to any other person and is not bound by any agreement that affects Seller’s (or will affect Buyer’s) exclusive right to develop, manufacture, assemble, distribute, market or sell the Deflectable Catheter Products.

               (r)  Proprietary Information and Inventions Agreements . Each current and former employee, officer and consultant of Seller has executed an employment agreement or similar agreement in the forms delivered to Buyer, providing for the assignment of inventions made during the term of service to Seller at Seller’s request and for the nondisclosure of confidential information of Seller. Seller is not aware of any violations of any such agreements as they relate to the assignment of inventions.

               (s)  Intellectual Property Relating to the Deflectable Catheter Products . All Intellectual Property constituting, comprising, or relating to the Deflectable Catheter Products owned or held by any party other than the parties to this Agreement has been assigned, transferred, or otherwise conveyed to Seller prior to the Closing Date, and the sale of the Assets by Seller to Buyer as of the Closing Date will constitute a complete sale of all Intellectual Property relating to the Deflectable Catheter Products, except for Intellectual Property developed by the Buyer in respect of Deflectable Catheter Products.

               (t)  Suppliers . Seller’s relations with its principal suppliers are good, and Seller is not aware that any of its principal suppliers intends to terminate its supply relationship with Seller.

               (u)  No Adverse Clinical Experience . Seller is neither aware of, nor has Seller received any notice or indication of, any adverse clinical experience with respect to the Deflectable Catheter Products, and Seller is not aware of any reason or basis to suspect that Seller or Buyer will experience adverse clinical experience with respect to the Deflectable Catheter Products.

               (v)  Taxes . To the extent that failure to do so would adversely impact Buyer, Seller duly and timely filed (or will file prior to the Closing Date) true, correct and complete copies of all returns and reports of Taxes required to be filed prior to such date and has paid all Taxes owing on or prior to the Closing Date. There are no liens for Taxes on any of the Assets. There are no pending or, to the knowledge of Seller, threatened proceedings with respect to Taxes. Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

               (w)  No Fraudulent Conveyance . The Sale of the Assets pursuant to this Agreement is made in exchange for fair and equivalent consideration. Seller is not now insolvent and Seller will not be rendered insolvent by the sale, transfer and assignment of the Assets pursuant to the terms of this Agreement. Seller is not entering this Agreement with the intent to defraud, delay or hinder its creditors and the consummation of the transactions contemplated hereby will not have such effect. The transactions contemplated by this Agreement will not give rise to any right of any creditor of Seller whatsoever.

               (x)  Representations Complete . Seller is not aware of any facts pertaining to the Assets which could affect the Assets in a material adverse manner or which are likely in the future to affect the Assets in a material adverse manner. None of the representations or warranties made by Seller (as modified by the Disclosure Schedule hereunder), nor any statement made in any schedule or certificate furnished by Seller pursuant to this Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

          3.2 Of Buyer . Buyer hereby represents and warrants to Seller as follows:

               (a)  Organization and Existence . Buyer is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and has all corporate power and authority necessary to enable it to own, lease, or otherwise hold its properties and assets and to carry on its business as now conducted.

               (b)  Corporate Authorization . This Agreement has been duly authorized, executed, and delivered by Buyer and constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

               (c)  Brokers . No broker, agent, finder, or investment banker is entitled to any brokerage, finders, or other fee or commission in connection with this Agreement based upon arrangements made by Buyer or any affiliate thereof.

     4.  Conditions to Buyer’s Obligation at the Closing . The obligations of Buyer to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at the Closing Date of each of the following conditions, any of which may be waived exclusively by Buyer:

          4.1 Representations and Warranties Correct . Each of the representations and warranties made by Seller in Section 3.1 hereof shall be true and correct in all material respects as of the Closing Date, except as set forth on the Disclosure Schedule dated as of the Closing Date, a copy of which shall has been delivered by Seller to Buyer on the Closing Date and accepted by Buyer in Buyer’s sole discretion.

          4.2 Assignment . Buyer shall have received the Assignment in the form attached hereto as Exhibit A executed by Seller in the presence of a notary public evidencing prima facie evidence that Seller has made a bona fide assignment of the Assets to Buyer, as contemplated herein.

          4.3 Intellectual Property Documents . Buyer shall have received, to its satisfaction, all of the Intellectual Property Documents.

           4 .4 Noncompete Agreement . The Seller and each of Mark Fontenot, Stephen Hebert, and Marc-Alan Levine shall have signed and delivered a Noncompetition Agreement in the form attached as Exhibit E .

          4.5 Consulting Agreement . Each of Stephen Hebert and Marc-Alan Levine (the “Consultants”) shall have signed and delivered a Consulting Agreement to Buyer in the form attached as Exhibit F.

          4.6 Allocation of Purchase Price. Buyer and Seller will have agreed in writing upon an allocation of the Purchase Price for tax purposes.

     5.  Covenants .

          5.1 Transfer Taxes .

               (a) Seller shall be liable for and pay all applicable sales, documentary, recording, filing, and transfer taxes payable as a result of the consummation of the transactions contemplated by this Agreement.

               (b) In accordance with California Sales and Use Tax Regulation 1507, the parties hereto agree that the portion of the Purchase Price allocable to the Intellectual Property Documentation is $300 and that such amount represents a reasonable fair market value of such tangible personal property.

          5.2 Retained Liabilities . Seller shall continue to assume, pay, and be responsible for, any and all of its liabilities, obligations, or otherwise that accrued, arose, or related to the Assets before the Closing Date, except the Assumed Liabilities, as set forth on Exhibit C , where failure to do so could adversely impact the Buyer or the Assets. Without limiting the generality of the foregoing, Seller shall timely file all tax returns and shall timely pay all Taxes owing by it

if failure to do so could adversely impact Buyer (including, without limitation, Taxes contemplated by Section 5.1 and any and all employment withholding for all periods prior to and through the Closing Date).

          5.3 Assurances . Each of the parties hereto shall use its best efforts to successfully complete, satisfy, and fulfill in a timely manner each of the conditions to Buyer’s obligations at the closing as set forth in Section 4 hereof.

     6.  License Back to Seller .

Should Buyer have failed within three years following the Closing Date to sell to any third party a Deflectable Catheter Product approved for use in the Interventional Radiology Market or Interventional Cardiology Market, then, with respect only to such of those Markets as the Buyer shall have failed to commercialize such Deflectable Catheter Product, the Buyer shall exclusively license the Intellectual Property together with any improvements thereto (excluding Know-How developed by or for Micrus prior to or after the Closing Date) to Vascular FX, in such Market or Markets in which the Buyer has failed to commercialize the Deflectable Catheter Product. For the purposes of this Section 6(b), Buyer shall be deemed to have commercialized the Deflectable Catheter Product for use in a given Market when it has sold to in a one-month period to non-affiliated third parties at least [ *** ] worth of Deflectable Catheter Products for use in such Market. Such exclusive license shall be irrevocable, perpetual, sublicensable, transferable, and worldwide, shall provide that Micrus shall own all improvements to the licensed technology (excluding Know-How) made by any licensees or sublicensees and for reasonable further assurances related to such ownership. To give effect to such license, the parties hereby agree in the event that the conditions set forth in this section 6(b) are met, to execute an exclusive license agreement in the applicable market(s), consistent with the foregoing provisions and containing such other standard and commercially reasonable provisions.

     7.  Indemnification .

          7.1 Survival of Representations and Warranties . The representations and warranties of Seller in Section 3.1 shall survive for a period two years after the Closing Date, except for (a) the representations and warranties of Seller under Section 3.1(j), which shall survive until the end of the Earn-out Period, Seller’s representations and warranties related to Taxes, which shall survive until t