RELEASE AND WAIVER AGREEMENT

Waiver Agreement

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NUVASIVE INC | RSB Spine LLC

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Title: RELEASE AND WAIVER AGREEMENT
Date: 1/9/2007
Industry: Medical Equipment and Supplies

EXHIBIT 2.1

AGREEMENT

This Agreement (“Agreement”) is entered into between NuVasive, Inc., a Delaware corporation (“NuVasive”) and RSB Spine LLC, a Delaware limited liability company (”RSB”), effective as of January 3, 2007.

RECITALS :

	A.		Reference is made to that certain Asset Purchase Agreement dated June 3, 2005 between NuVasive and RSB (the “Asset Purchase Agreement”).

	B.		Under Section 7.3 of the Asset Purchase Agreement, and pursuant to the terms and conditions set forth therein, NuVasive was granted Buyer’s Option.

	C.		RSB has requested, and NuVasive has agreed, that NuVasive will release and waive and forebear from exercising Buyer’s Option with respect to the InterPlate System (defined below) in accordance with the terms and conditions set forth in this Agreement.

	D.		To the limited extent provided herein, this Agreement amends and modifies the terms of the Asset Purchase Agreement.

NOW, THEREFORE, in exchange for good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, NuVasive and RSB hereby agree as follows:

Definitions .

	a.		Undefined Terms . Capitalized terms that are not defined in this Agreement shall have the meanings set forth in the Asset Purchase Agreement.

	b.		InterPlate System . The term “InterPlate System” means RSB’s InterPlate implant system for cervical, thoracic and lumbar spinal implants, and all implants, products, devices, equipment, instruments, tools, fasteners and materials derived therefrom or associated therewith and including, without limitation, any and all of the following assets, rights and properties consisting, comprising, included within, derived from, associated with, ancillary to, or necessary to the practice of RSB’s InterPlate implant system whether now owned or in existence, or hereafter developed, obtained, acquired or coming into existence: (a) inventions, whether or not patentable, whether or not reduced to practice, and whether or not yet made the subject of a pending patent application or applications; (b) ideas and conceptions of potentially patentable subject matter, including without limitation, any invention disclosures, whether or not reduced to practice and whether or not yet made the subject of a pending patent application or applications; (c) United States Letters Patent No. 6,984,234, United States Patent Application Publication Number 20060030851, and all other domestic or foreign statutory or non-statutory invention registrations, patents, patent registrations and patent applications, use cases, utility models (including, without limitation, all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof) and all rights therein provided by law, multinational treaties or conventions and all modifications and improvements to the inventions disclosed in each such registration, patent, application, use case or utility model; (d) trademarks, service marks, trade dress, logos, trade names and corporate names, including all of the goodwill associated therewith, whether or not registered, including all common law rights and registrations and applications for registration thereof; (e) copyrights, whether or not registered, and registrations and applications for registration thereof, and all rights therein provided by law, multinational treaties or conventions; (f) trade

secrets and confidential information (including, without limitation, documentation, user manuals, ideas, formulas, compositions, inventions and conceptions of inventions, whether pa

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