Pursuant to Section 11.3 of our License Agreement dated December 20, 1996, this is to notify you that USSC has determined that it will not pursue development or commercialization of Products within the Field based upon the "IDI Technology" which is...

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                                                                   EXHIBIT 10.42


                [UNITED STATES SURGICAL CORPORATION LETTERHEAD]



August 14, 1998

▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
InnerDyne, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Dear ▇▇. ▇▇▇▇▇▇:

Pursuant to Section 11.3 of our License Agreement dated December 20, 1996, this 
is to notify you that USSC has determined that it will not pursue development 
or commercialization of Products within the Field based upon the "IDI 
Technology" which is licensed to USSC under said Agreement. As required by our 
Agreement, we therefore hereby offer InnerDyne the opportunity to re-acquire 
all rights to the IDI Technology which was licensed to USSC under the 
Agreement. Such offer will remain open for thirty (30) days following the 
delivery to InnerDyne of this notice. If you wish to reacquire said IDI 
Technology, the purchase price thereof, pursuant tot he Agreement is [*].
                                      
Please notify us as soon as possible of your decision regarding the IDI 
Technology. Thank you.

Yours very truly,



/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President

RAG/jl

Certified Mail, Return Receipt Requested




                   * MATERIAL HAS BEEN OMITTED PURSUANT TO A
                    REQUEST FOR CONFIDENTIAL TREATMENT. SUCH
                  MATERIAL HAS BEEN FILED SEPARATELY WITH THE
                      SECURITIES AND EXCHANGE COMMISSION.