0000912057-02-039502 Sample Contracts

AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • October 23rd, 2002 • Macropore Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota

THIS AMENDED AND RESTATED DISTRIBUTION AGREEMENT (this "Restated Distribution Agreement") is entered into as of this 8th day of October, 2002 by and among MEDTRONIC, INC., a Minnesota corporation and MACROPORE BIOSURGERY, INC., formerly known as MacroPore, Inc., a Delaware corporation.

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 23rd, 2002 • Macropore Inc • Orthopedic, prosthetic & surgical appliances & supplies • California

MacroPore Product Information and MacroPore Regulatory Information necessary for the continuing operation of MacroPore's remaining business, as reasonably agreed to by the parties, may be retained by MacroPore, but such right to retain copies shall not give MacroPore any ownership of or license or FDA right of reference to any MacroPore Regulatory Information.

LICENSE AGREEMENT
License Agreement • October 23rd, 2002 • Macropore Inc • Orthopedic, prosthetic & surgical appliances & supplies • California

THIS LICENSE AGREEMENT (the "Agreement") is made and entered into as of October 8, 2002, (the "Effective Date") between Macropore Biosurgery, Inc., ("MPI"), a Delaware corporation, and Medtronic PS Medical, Inc., a California corporation ("Medtronic").

AMENDMENT NO. 2 TO DEVELOPMENT AND SUPPLY AGREEMENT
Development and Supply Agreement • October 23rd, 2002 • Macropore Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota

THIS AMENDMENT NO. 2 TO DEVELOPMENT AND SUPPLY AGREEMENT (this "Amendment") is entered into as of this 30th day of September, 2002 by and among MEDTRONIC, INC., a Minnesota corporation ("Medtronic") and MACROPORE BIOSURGERY, INC., formerly known as MacroPore, Inc. ("MacroPore"), a Delaware corporation.

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