printer-friendly

Sample Business Contracts

Electrophysiology Catheter License Agreement - BSI Corp. and Cardima Inc.

Sponsored Links

                                                                    FIRST PART

            MAY 1994 ELECTROPHYSIOLOGY CATHETER LICENSE AGREEMENT

 This agreement is between BSI Corporation, a Minnesota corporation, 9924 West
 74/th/ Street, Eden Prairie, MN 55344 ("BSI"), and CARDIMA, Inc., 47201
 Lakeview Blvd., Fremont, CA 94537-5120 ("CARDIMA").

 WHEREAS BSI has developed technology and know-how relating to surface
 modification for which it has obtained and continues to seek patent coverage;

 WHEREAS the parties believe that BSI's technology and know-how will improve the
 performance of various products and processes of CARDIMA, CARDIMA desires to
 acquire a limited license under BSI's know-how and patent rights, and the
 parties have entered into a confidentiality agreement effective March 25, 1994
 (the "Mutual Confidential Disclosure Agreement");

 NOW, THEREFORE, in consideration of the mutual covenants and agreements set
 forth below and for other good and valuable consideration of which receipt is
 acknowledged, the parties agree as follows,

 1.  DEFINITIONS
     -----------
 a.  "Effective Date" means the date upon which this Agreement becomes fully
     executed.

 b.  "Patent Rights" means U.S. patents [***] and the patent applications from
     which they were derived and U.S. patent applications serial [***] together
     with all divisions, continuations based thereon and all U.S. patents
     issuing therefrom, and all foreign patents and patent applications claiming
     priority from any of the above U.S. patent applications. Patent Rights
     shall include Improvement Patents as defined below.

c.   "Licensed Product" means electrophysiology catheters used for measuring and
     mapping the electrical properties of heart tissue or for therapeutic
     ablative or occlusive procedures to treat cardiac arrhythmias, designed
     such that the measuring, mapping or ablative components at the distal tip
     perform such function while positioned within coronary arteries and
     coronary veins and not in the chambers of the heart ("Electrophysiology
     Catheters"), which when sold bear labels indicating specific utility for
     mapping, measuring or ablating tissue with the coronary arteries or
     coronary veins and containing no statement or suggestion of utility within
     chambers of the heart and either:  (i) when manufactured, used or sold
     would infringe any claim of Patent Rights but for the license granted
     herein; or (ii) are produced through the use of BSI's Know-how.  For the
     avoidance of doubt, Licensed Product does not include catheters designed or
     labeled to suggest utility for performing measuring, mapping or ablative
     functions on tissue within chambers of the heart.

d.   "Know-how" means all of BSI's trade secrets and other technical
     information, proprietary or otherwise, developed by or for BSI specifically
     for the surface-treatment of medical devices to produce Licensed Product,
     which BSI has the right to transmit to others.  BSI shall transmit such
     Know-how to CARDIMA in written form and marked "Confidential" or
     "Proprietary" or if transmitted to CARDIMA by BSI verbally, such Know-how
     must be identified as confidential or proprietary by written notification
     to CARDIMA within thirty (30) days of its verbal transmission.  Know-how
     also includes, but is not limited to, information contained in pending
     patent applications and information that is Confidential Information as
     defined in Paragraph 11.

e.   "Net Sales" means the total actual billing for sales of Licensed Products,
     less the following deductions where they are applicable with respect to
     such billings and when separately shown on invoices or otherwise paid by
     CARDIMA with respect to such billings:  (i) discounts actually allowed and
     taken, in amounts customary in the trade; (ii) customs, duties, taxes or
     other governmental excise or charge upon or measured by the production,
     sale, transportation, delivery or use of Licensed Product and actually paid
     by CARDIMA; (iii) amounts allowed or credited on rejections or returns; and
     (iv) transportation charges prepaid or allowed.

                                       1

                     [*] CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

f.   "Affiliate" means any entity which owns, is at least 49% owned by, or is
     under common (at least 49%) ownership with CARDIMA.

g.   A Licensed Product shall be considered sold when it is shipped or when it
     is invoiced, whichever is earlier.  CARDIMA agrees that in the event any
     Licensed Product is sold to an Affiliate for purposes of resale, Earned
     Royalties for that Licensed Product shall be computed upon the weighted
     average selling price at which such Licensed Product is sold to all non-
     Affiliates in the same quarter in arm's length transactions.  The weighted
     average selling price shall be computed by dividing Net Sales to non-
     Affiliates in such quarter by the total number of units sold to non-
     Affiliates in such quarter.  For purposes of this Agreement, each Licensed
     Product shall be sold only once in a royalty generating transaction, and
     subsequent sales and/or transfers shall not result in a second or
     additional royalty payment hereunder.

h.   "Improvement Patents" means any U.S. patents or patent applications, and
     all foreign counterparts, divisions, continuations, continuations-in-part,
     reissues and extensions thereof:

     i)   which are filed on an invention conceived or reduced to practice by
          BSI during the exclusive term of this Agreement,

     ii)  with respect to which BSI has the right to grant a license, and,

     iii) which contain one or more claims that are of sufficient breadth to
          cover Electrophysiology Catheters or a surface treatment process
          employed to produce Electrophysiology Catheters or a reagent used in
          such process.

2.   LICENSE
     -------

     Subject to the conditions and limitations provided in this Agreement, BSI
     grants to CARDIMA, as of the Effective Date, an exclusive license under
     BSI's Patent Rights and Know-how to make, have made for it, use and sell
     Licensed Product.  BSI agrees that during the term of this Agreement it
     will not grant a license to any third party directed specifically to
     Licensed Product.  CARDIMA acknowledges that BSI may have granted and shall
     retain the right to grant licenses to others for the manufacture, use and
     sale of materials of construction that may have utility in the fabrication
     of Licensed Product and that the license granted herein is subject to the
     rights, if any, of third parties who acquire such materials of
     construction, but BSI will not grant a license for the manufacture of
     materials of construction if BSI knows or has reason to believe that such
     materials of construction are intended for use in the manufacture of
     Electrophysiology Catheters.  The license granted herein does not include
     the right to sublicense except as set out below, and is expressly limited
     to the specific Licensed Product defined herein.  The foregoing license
     rights of CARDIMA shall include the right to modify Licensed Products, but
     no such modification to BSI's Know-how shall operate to remove such product
     from the definition of Licensed Product.  CARDIMA shall have the right to
     sublicense its Affiliates, but only upon the advance written consent of
     BSI, which consent shall not be unreasonably withheld.  CARDIMA alone shall
     be liable to BSI for payment of Royalties and the making of reports called
     for below, for all sales made by CARDIMA and its Affiliates, and CARDIMA
     shall be directly liable to BSI for any breach of the confidentiality
     provisions of the Agreement by an Affiliate sublicensee.  Payment to BSI
     will be [***] in the United States.

3.   LICENSE FEES AND ROYALTIES
     --------------------------
a.   On or before [***], CARDIMA shall pay to BSI a License Fee of [***].
     CARDIMA shall also pay to BSI a royalty for the Patent Rights and Know-how
     license granted herein which, for each calendar quarter during the term of
     this Agreement, will be the greater of (i) an Earned Royalty on Net Sales
     of Licensed Product during that quarter which shall be calculated at the
     rate of [***] of Net Sales, or (ii) a Minimum Royalty for that calendar
     quarter as defined in the next sentence. The Minimum Royalty shall be [***]
     per calendar quarter, commencing with the calendar quarter beginning [***].
     For each subsequent calendar year, the quarterly Minimum Royalty shall
     increase by [***]; such Minimum Royalty payment shall never exceed [***]
     per calendar quarter. CARDIMA shall have the right to supplement Earned
     Royalties to the extent necessary to meet Minimum Royalties.

b.   CARDIMA shall have the right to recover the License Fee paid herein but
     only as provided for under a separate Credit Pool Agreement of even date
     between the parties (the "Credit Pool Agreement")

                                       2

                     [*] CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

4.   ROYALTY PAYMENTS, REPORTS, RECORDS
     ----------------------------------
a.   During the term of this Agreement, CARDIMA will make written reports to BSI
     within [***] after the last day of each calendar quarter
     ending March 31, June 30, September 30, and December 31.  Each report shall
     state the Net Sales, Earned Royalty, corrections of error in prior royalty
     payments, and data and calculations used by CARDIMA to determine each such
     amount.  Payment in full of the royalty BSI shall accompany each report.

b.   Within [***] days after the end of each fiscal year (each fiscal year
     ends on December 31) during which royalties are payable under this
     Agreement, CARDIMA will furnish to BSI a copy of its audited financial
     statements.

c.   CARDIMA will maintain, for a period of [***] following the sale of Licensed
     Product, true and accurate records supporting the reports and payments
     under this Agreement, and BSI shall have the right to carry out an
     independent audit of such records no more frequently than once per calendar
     year by a certified public accountant of its choice. Such accountant shall
     have reasonable access to CARDIMA's offices and the relevant records, files
     and books of account, and such accountant shall have the right to examine
     any other records reasonably necessary to determine the accuracy of the
     calculations provided by CARDIMA under Paragraphs 3 and 4. Any such audit
     shall be at BSI's expense unless cumulative underpayment errors are found
     that exceed [***] of any payment actually made for an entire fiscal year to
     BSI, in which case CARDIMA will bear the cost of such audit.

5.   TERM
     ----
     Unless earlier terminated, the term of the license granted herein shall
     begin upon the Effective Date, and shall extend until expiration of the
     last to expire patent of Patent Rights that covers Licensed Product or for
     a period of fifteen (15) years following the first bona fide sale of
     Licensed Product, whichever is longer. Upon expiration of such term and the
     receipt by BSI of all royalties payable to it under this Agreement Know-how
     license granted herein shall become paid up.

6.   PATENT MARKING
     --------------
a.   CARDIMA shall see to it that all Licensed Products sold by it or its
     Affiliates shall be appropriately marked with the applicable patent numbers
     of patents within the Patent Rights in conformity with applicable law.

b.   Should any Patent Rights licensed hereunder be infringed by the
     manufacture, use or sale of any Electrophysiology Catheter by any third
     party, BSI shall have the right, but not the obligation, to prosecute any
     action it deems necessary.  If BSI fails to cause such infringement to
     cease or to commence prosecution of such action within sixty (60) days
     following written request by CARDIMA to BSI, then CARDIMA may, in its own
     name but at its own expense, prosecute such action.  Should CARDIMA
     prosecute such action, it shall indemnify, defend, and hold harmless BSI
     from any losses, liabilities, claims, counterclaims, law suit expenses
     (including attorney's fees), costs and judgments (collectively "Losses")
     arising out of any litigation brought by CARDIMA (except to the extent that
     any such Losses arise from BSI's infringement of the intellectual property
     of others) and CARDIMA shall have the right to control the action and to
     retain any and all damages resulting therefrom; provided, however, that
     CARDIMA shall not settle any such infringement action without the advance
     written permission of BSI, which permission will not be unreasonably
     withheld.  If BSI elects to prosecute any such action, it shall do so at
     its own expense and it shall have the right to control the action and to
     retain any and all damages resulting therefrom.  In any such action, the
     prosecuting party shall promptly notify the non-prosecuting party of its
     decision to prosecute and the non-prosecuting party shall, at its own
     expense, be entitled to non-controlling participation through counsel of
     its own selection.

7.   ROYALTY REDUCTION
     -----------------
     The Earned Royalty rate (but not Minimum Royalties) shall be prospectively
     [***] to the extent that and during the term that the manufacture, use or
     sale of Licensed Product is not covered by a claim of Patent Rights.

                                       3

                     [*] CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

8.   TERMINATION
     -----------
a.   CARDIMA shall have the right to terminate this Agreement in its entirety
     upon thirty (30) days advance written notice.  Upon termination of this
     Agreement, CARDIMA shall have no further rights under Patent Rights or
     Know-how as provided in this, Agreement.  However, CARDIMA shall be allowed
     to sell any inventory of Licensed Products existing at the time of
     termination for a period of twelve (12) months thereafter, thereafter
     destroying any remaining inventory, provided CARDIMA accounts for such
     sales and pays BSI the Earned Royalty for such sales under Paragraph 3
     hereof.  Upon such termination notice by CARDIMA and beginning with the
     following calendar quarter, the Minimum Royalties payable under Paragraph
     3(a) shall not be applicable during liquidation of such inventory.

b.   BSI may terminate this Agreement upon thirty (30) days written notice for
     any material breach or default by CARDIMA, including without limitation,
     failure to comply with the reporting requirements of Paragraph 4 or the
     confidentiality provisions of Paragraph 11, failure to make any reports and
     payments (including Minimum Royalty payments) when due, and withholding or
     notice of intent to withhold any royalties provided for in this Agreement.
     The Agreement will terminate at the end of the 30 day period unless during
     that period CARDIMA shall cure such breach or default.  In addition,
     failure of CARDIMA to begin bona fide commercial sales of License Product
     by December 31, 1996 shall permit BSI to terminate this Agreement upon 90
     days written notice.

c.   Either party may terminate this Agreement if the other party hereto is in
     insolvency, dissolution, bankruptcy or receivership proceedings affecting
     the operation of its business.

d.   Upon termination of this Agreement under any of the provisions of this
     Paragraph (but subject to the provisions of Paragraph 8(a) referring to the
     sale of inventory), CARDIMA shall cease making, having made for it, using
     and selling Licensed Products that are produced through the use of BSI's
     Know-how.  BSI shall have the right to seek equitable relief to enforce the
     provisions of this Paragraph 8(d).  Within 30 days of the effective date of
     termination of this Agreement, each party shall return to the other party
     all copies of documents and other materials containing or disclosing any of
     the other party's Confidential Information.

9.   CONTINUING OBLIGATIONS
     ----------------------
     Upon any termination of this Agreement, the following rights and
     obligations shall continue to the degree necessary to permit their complete
     fulfillment or discharge:  (i) BSI's right to receive and CARDIMA's
     obligation to pay accrued royalties and royalties becoming due for the sale
     of inventory under Paragraph 8(a); (ii) CARDIMA's obligation to maintain
     records and BSI's right to audit under Paragraph 4; (iii) CARDIMA's
     reporting obligations under Paragraph 4; (iv) any cause of action or claim
     of either party, accrued or to accrue, because of any breach or default by
     the other party; and (v) each party's obligation to maintain
     confidentiality under Paragraph 11 and (vi) CARDIMA's obligation to
     forebear from use of BSI's Know-how as provided in Paragraph 8(d) hereof.

10.  REPRESENTATIONS AND WARRANTIES
     ------------------------------
     Each party warrants to the other that it has the full and unrestricted
     right to enter into this Agreement.  At the time of execution of this
     Agreement, BSI represents that it has no knowledge of any charge made
     against it alleging (i) infringement related to Patent Rights, (ii)
     misappropriation of Know-how, or (iii) that its coatings are unsafe.
     However, nothing in this Agreement shall be construed as (i) a warranty or
     representation by BSI as to the validity or scope of any Patent Rights or
     that any Licensed Product or any process practiced under the License
     granted in this Agreement does not infringe any patents of third persons;
     or (ii) a requirement that BSI file any patent application, secure any
     patent, maintain any patent in force, or bring or prosecute actions or
     suits against third parties for infringement of any patent, however, BSI
     agrees that it shall take reasonable efforts to maintain all patents issued
     as of the Effective Date of this Agreement; or (iii) conferring any right
     on either party to use in advertising, publicity, or otherwise any
     trademark or trade name of the other; or (iv) granting by implication,
     estoppel, or otherwise any license other than that specifically granted
     herein.  Without limiting the foregoing, BSI does not make any
     representations, extend any warranties of any kind, either express or
     implied, or assume any responsibilities whatever with respect to use, sale,
     or other disposition by CARDIMA or its vendees or transferees of Licensed
     Products.  At the time of execution of this Agreement, BSI warrants to
     CARDIMA that, subject to

                                       4
<PAGE>

     outstanding licenses and rights of the government (if any), to the best
     to its knowledge, BSI owns all of the rights to the Patent Rights and
     Know-how, and to the use of such Patent Rights and Know-how to produce
     Licensed Product. BSI warrants that at the time of execution of this
     Agreement it is under no contractual impediment to granting CARDIMA the
     license granted herein.

11.  CONFIDENTIALITY
     ---------------
     The parties agree to retain in confidence all Know-how and other
     information received from the other and clearly marked as "Proprietary" or
     "Confidential" or the like, including without limitation, information
     required to be maintained in confidence under prototype development or
     manufacturing scale-up or post scale-up relationships between the parties.
     The parties agree not to disclose any of such information to any third
     party, nor use the same, except in accordance with this Agreement.  Each
     party's obligation of non-disclosure and non-use shall not apply to
     information (i) which at the time of its disclosure to the receiving party
     is available to the public, or which is independently developed by the
     receiving party, (ii) which the receiving party can show was previously in
     its possession, (iii) that is published or otherwise becomes available to
     the public through no fault of the receiving party, or (iv) that the
     receiving party can show was received by it from a third party without
     breach of a confidential obligation (except information received by CARDIMA
     from Target Therapeutics, Inc.), or (v) that is required to be disclosed by
     any government agency.  Notwithstanding the above, CARDIMA specifically
     agrees that it will not disclose to any affiliates or other third party any
     of BSI's Know-how relating to the manufacture of BSI's chemical reagents,
     the precise chemical composition of such reagents, how such reagents are
     tested, how they are quality controlled, and any other specific information
     concerning the production of such reagents.  The provisions of this
     Paragraph shall survive termination of this Agreement for any reason, and
     shall not reduce any prior obligations of confidentiality between the
     parties contained in the Mutual Confidential Disclosure Agreement.

12.  PRODUCT LIABILITY
     -----------------
     CARDIMA will defend BSI against, and at CARDIMA's option settle, any claim,
     suit or proceeding arising from the design, manufacture, use, or sale of
     Licensed Products, and will pay any final award or judgment on such claim,
     suit or proceeding entered against BSI by a court of competent
     jurisdiction, except to the extent that such claim, suit or proceeding, or
     such award or judgment is due to BSI's negligent conduct; provided,
     however, that CARDIMA shall be relieved of the foregoing obligations unless
     BSI

     i)   notifies CARDIMA promptly in writing of such claim, suit or
     proceeding;

     ii)  tenders full control of the defense or settlement thereof to CARDIMA;
     and

     iii) provides CARDIMA with all information reasonably requested by CARDIMA
          at CARDIMA's expense.

     CARDIMA's obligations under this Paragraph 12 shall not extend to claims of
     patent infringement or other infringement of third party intellectual
     property rights to the extent that such claims arise from the use of BSI's
     Know-how, or Patent Rights.

13.  OTHER
     -----
a.   This Agreement shall be binding upon and inure to the benefit of the
     parties hereto and their successor and assigns.  However, this Agreement
     may not be assigned by either party (other than to an acquirer who acquires
     substantially all of the business or assets of the party) except with the
     advance written permission of the other party, which shall not be
     unreasonably withheld, and any assignment by either party of this Agreement
     or any interest therein not made in accordance with this paragraph shall be
     void.

b.   Any waiver of or failure to enforce any provision of this Agreement shall
     not operate as a waiver of or failure to enforce any other provision or as
     a continued waiver or failure to enforce such provision.  Moreover, should
     any provision of this Agreement or its application to any extent be held
     invalid or unenforceable, the remainder of this Agreement and the
     application thereof shall not be effected thereby and shall continue valid
     and enforceable to the fullest extent permitted by law or equity.  This
     Agreement,

                                       5
<PAGE>

     together with the Credit Pool Agreement of even date between the parties
     and the Mutual Confidential Disclosure Agreement, and all addenda and
     writings required or contemplated in this Agreement or the Credit Pool
     Agreement, constitutes the entire Agreement between the parties with
     respect to the License granted herein. This Agreement shall not be
     altered or otherwise amended except by an instrument in writing signed by
     both parties.

c.   All communications or other notices required or permitted under this
     Agreement shall be in writing and shall be deemed to be given when
     personally delivered, or when given by registered or certified mail,
     postage prepaid, and addressed to the parties at the addresses set out
     above.  Either party may change the person and/or address to which notices
     hereunder shall be given by notice to the other party in the manner set out
     above.

d.   Nothing in this Agreement authorizes either BSI or CARDIMA to act as agent
     for the other as to any matter, or to make any representations to any third
     party indicating or implying the existence of any such agency relationship.
     BSI and CARDIMA shall each refrain from any such representations.  The
     relationship between BSI and CARDIMA is that of independent contractors.

e.   For all purposes under this Agreement, the parties agree and admit that
     jurisdiction and venue are proper in the Federal District Court, District
     of Minnesota.  This Agreement shall for all purposes be governed and
     interpreted in accordance with the laws of the State of Minnesota except
     its conflict of laws provision.


The parties have executed this Agreement on the date last written below.

     BSI Corporation                      CARDIMA, Inc.

       /s/                                /s/ Duane Dickens
------------------------                  ---------------------------------
Name                                      Name

Vice President                            Vice President, New Product Dev.
------------------------                  ---------------------------------
Title                                     Title

       5/11/94                            5/17/94
------------------------                  ---------------------------------
Date                                      Date

                                       6
<PAGE>

                  MAY 1994 CARDIMA/BSI CREDIT POOL AGREEMENT

This Credit Pool Agreement is made and entered into by and between BSI
Corporation, a Minnesota corporation having offices at 9924 West 74th Street,
Eden Prairie, MN 55344 ("BSI") and CARDIMA, Inc., at 47201 Lakeview Boulevard,
Fremont, CA 94537 ("CARDIMA").

WHEREAS CARDIMA and BSI have entered into a License Agreement of even date and
may enter into other and further License Agreements from time to time;

NOW, THEREFORE, the parties agree as follows,

1.   CREDIT POOL
     -----------
There shall be established a BSI/CARDIMA Credit Pool consisting of the combined
License Fees paid to BSI under the License Agreements of Attachment A. On a
[***] basis, CARDIMA shall have the right to apply monies in the Credit Pool, if
any, against up to [***] of the Earned Royalty under the License Agreements for
that quarter in excess of the combined Minimum Royalty due under the License
Agreements for that quarter, and the Credit Pool shall be reduced by the amount
so applied. The Credit Pool will never be reduced to less than zero. As used
herein, "License Fees", "Earned Royalty" and "Minimum Royalty" shall be as
defined in the License Agreement between BSI and CARDIMA of even date.


2.   SCHEDULE OF LICENSES
     --------------------
The License Agreements to which this Credit Pool Agreement shall be the License
Agreement between the parties of even date and such other and further License
Agreements as the parties may, by mutual consent, include on Attachment A.


3.   NO CONFLICT
     -----------
No more than one Earned Royalty shall be paid by CARDIMA for any Licensed
Product defined in any License Agreement, even if such product is covered by
more than one License Agreement, but the Earned Royalty rate for that product
shall be the highest rate provided in the License Agreements that cover that
product.


4.   EFFECTIVE DATE
     --------------
This Credit Pool Agreement shall become effective as of the Effective Date and
shall remain in effect until every License Agreement included on Attachment A
has expired or has been terminated.


5.   ENFORCEABILITY
     --------------
Any waiver of or failure to enforce any provision of this Credit Pool Agreement
shall not operate as a waiver of or failure to enforce any other provision, or
as a continued waiver or failure to enforce such provision. Moreover, should any
provision of this Credit Pool Agreement or its application to any extent be held
invalid or unenforceable, the remainder of this Credit Pool Agreement and the
application thereof shall not be affected thereby and shall continue valid and
enforceable to the fullest extent permitted by law or equity. This Credit Pool
Agreement, together with all License Agreements, along with all addenda and
writing required or contemplated in this Credit Pool Agreement or the License
Agreements, constitutes the entire agreement between the parties with respect to
the subject matter hereof. This Credit Pool Agreement shall not be altered or
otherwise amended except by an instrument in writing signed by both parties.

                                       1

                     [*] CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

6.   OTHER
     -----
     a. This Agreement shall be binding upon and inure to the benefit of the
     parties hereto and their successors and assigns. However, this Agreement
     may not be assigned by either party (other than to an acquirer who acquires
     substantially all of the business or assets of the party) except with the
     advance written permission of the other party, which shall not be
     unreasonably withheld, and any assignment by either party of this Agreement
     or any interest therein not made in accordance with this paragraph shall be
     void.

     b. All communications or other notices required or permitted under this
     Agreement shall be in writing and shall be deemed to be given when
     personally delivered, or when given by registered or certified mail,
     postage prepaid, and addressed to the parties at the addresses set out
     above. Either party may change the person and/or address to which notices
     hereunder shall be given by notice to the other party in the manner set out
     above.

     c. Nothing in this Agreement authorizes either BSI or CARDIMA to act as
     agent for the other as to any matter, or to make any representations to any
     third party indicating or implying the existence of any such agency
     relationship. BSI and CARDIMA shall each refrain from any such
     representations. The relationship between BSI and CARDIMA is that of
     independent contractors.

     d. For all purposes under this Agreement, the parties agree and admit
     that jurisdiction and venue are proper in the Federal District Court,
     District of Minnesota. This Agreement shall for all purposes be governed
     and interpreted in accordance with the laws of the State of Minnesota
     except for its conflict of law provisions.

The parties have executed this Agreement on the date last written below (the
"Effective Date").




CARDIMA, Inc.                                   BSI CORPORATION

Name   /s/ Duane Dickens                        Name   /s/
       -----------------                               ---

Title  Vice President, New Product Dev.         Title  Vice President
       --------------------------------                --------------

Date   May 17, 1994                             Date   May 11, 1994
       ------------                                    ------------


[CARDIMA99/SEH]

                                       2
<PAGE>

                                 ATTACHMENT A

                             SCHEDULE OF LICENSES


A) May 1994 Electrophysiology Catheter License Agreement

                                       3