STOCK TRANSFER AGREEMENT

 

                                                                   EXHIBIT 10.13
                            STOCK TRANSFER AGREEMENT
                            ------------------------

     STOCK TRANSFER AGREEMENT (the "Agreement") dated as of June 19, 1995
between Children's Medical Center Corporation, a Massachusetts corporation
("Hospital") and InnerVentions, Inc., a Delaware corporation ("Transferee").

     WHEREAS, Clamshell Asset Corp., a Massachusetts corporation all of the
outstanding capital stock of which is held by Hospital ("Clamshell"), owns
various tangible asses used in the development, testing and manufacture of the
Device, as hereinafter defined; and

     WHEREAS, Hospital desires to develop a source of supplies of the Device and
wishes to enable a third party to complete the development and testing of, and
take such actions as may be necessary to receive required approvals for, the
Device and to manufacture the Device; and

     WHEREAS, Transferee desires to complete the development and testing of, and
take such further actions as may be necessary to receive required approvals for
the Device, and to manufacture the Device; and

     WHEREAS, Hospital is prepared to transfer all of the issued and outstanding
equity of Clamshell and certain trademark rights, and to license to Transferee
the rights and licenses necessary to complete the development and testing of and
to manufacture the Device;

     NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, the parties agree as follows:

     1.   Definitions.  For the purposes of this Agreement, the terms listed
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below shall have the following meanings:

          (a) "Assets" shall mean all those assets, both tangible and
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intangible, transferred by Bard to Hospital as described in the Asset Agreement.

          (b) "Asset Agreement" shall mean that certain Asset and Technology
               ---------------                                              
Donation and Transfer Agreement between Hospital and Bard, dated as of May 12,
1995.

          (c) "Bard" shall mean C.R. Bard, Inc., a New Jersey corporation.
               ----                                                       

          (d) "Clamshell" shall have the meaning set forth in the WHEREAS
               ---------                                                 
clauses of this Agreement.

          (e) "Clamshell II Septal Occluder" or "Occluder" shall mean that
               ----------------------------      --------                 
certain medical device being developed for the repair of atrial septal defects
which is described in Exhibit 1.1(c) to the Asset Agreement.
                      --------------                        

          (f) "Closing" shall have the meaning set forth in Section 3(a) of this
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Agreement.

          (g) "Closing Date" shall have the meaning set forth in Section 3(a) of
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this Agreement.

          (h) "Delivery System" shall mean that certain device which is
               ---------------                                         
described in Exhibit 1.1(h) to the Asset Agreement.
             ---------------                       

          (i) "Device" shall mean the Clamshell II Septal Occluder and the
               ------                                                     
Delivery System.

          (j) "Device-Related Product" shall mean each of the Device, any
               ----------------------                                    
individual component or part of the Device, and any and all successor or
derivative products to or of the Device or any such component or part.

          (k) "Future Assignees" shall mean any other party to whom a Third
               ----------------                                            
Party Assignee assigns, licenses or transfers the Assets or any portion thereof
or any Licensed Technology.

          (l) "Hospital" shall have the meaning set forth in the introductory
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paragraph of this Agreement.

          (m) "Indemnification Agreement" shall mean that certain
               -------------------------                         
Indemnification Agreement between Hospital and Bard, dated as of May 12, 1995.

          (n) "Indemnified Parties" shall have the meaning set forth in Section
               -------------------                                             
8(a) of this Agreement.

          (o) "License Agreements" shall mean that certain License Agreement and
               ------------------                                               
Sublicense Agreement each dated as of the date hereof which are being executed
simultaneously with this Agreement by Hospital and Transferee.

          (p) "Licensed Delivery System Know-How" shall have the meaning defined
               ---------------------------------                                
in the Patent and Know-How License Agreement.

          (q) "Licensed Occluder Know-How" shall have the meaning defined in the
               --------------------------                                       
Patent and Know-How License Agreement.

          (r) "Licensed Patent" shall have the meaning defined in the Patent and
               ---------------                                                  
Know-How License Agreement.

          (s) "Licensed Technology" shall mean the Licensed Delivery System
               -------------------                                         
Know-How, the Licensed Occluder Know-How, and the Licensed Patents.

                                     - 2 -

          (t) "Patent and Know-How License Agreement" shall mean that certain
               -------------------------------------                         
Patent and Know-How License Agreement between Hospital and Bard, dated as of
June 19, 1995.

          (u) "Stock" shall have the meaning set forth in Section 2(a) of this
               -----                                                          
Agreement.

          (v) "Third Party Indemnification" shall have the meaning set forth in
               ---------------------------                                     
Section 10 of this Agreement.

          (w) "Third Party Assignee" shall have the meaning set forth in Section
               --------------------                                             
10 of this Agreement.

          (x) "Trademark" shall have the meaning set forth in Section 2(a) of
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this Agreement.

          (y) "Transferee" shall have the meaning set forth in the introductory
               ----------                                                      
paragraph of this Agreement.

          (z) "Transferee Indemnified Losses" shall have the meaning set forth
               -----------------------------                                  
in Section 8(b) of this Agreement.

          (aa) "Transferred Assets" shall mean the Stock and the Trademark.
                ------------------                                         

          (bb) "Transferred Know-How" shall have the meaning set forth in the
                --------------------                                         
Asset Agreement.

     2.   Transfer of the Transferred Assets.
          ---------------------------------- 

          (a) Stock.  Subject to the terms and conditions hereof, and upon the
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representations, warranties and agreements contained herein, Hospital shall
transfer and assign to Transferee, and Transferee shall accept and acquire from
Hospital, on the Closing Date:

          (i)  100 shares of Common Stock, $0.01 par value, of Clamshell (the
"Stock"), which Stock represents all of the issued and outstanding capital stock
of, and all of Hospital's ownership interest in, Clamshell; and

          (ii)  all rights with respect to those trademarks and trademark
applications relating to the Device and listed on Schedule 2.1(a) (the
"Trademark"), together with the related goodwill.

          (b) Grant of Licenses.  Hospital and Transferee are executing
              -----------------                                        
simultaneously with the execution of this Agreement the License Agreements in
substantially the form as attached hereto as Exhibit 2.1(b) and Exhibit 2.1(c).
                                             --------------     -------------- 

                                     - 3 -

          (c) The transfer of the Transferred Assets to the Transferee on the
Closing Date shall be effected by assignments and such other instruments of
transfer as shall transfer to Transferee all of the Hospital's interests in the
Transferred Assets.

     3.  The Closing.
         ----------- 

          (a) Closing.  The transfer and assignment of the Transferred Assets
              -------                                                        
(the "Closing") shall be held at the offices of Testa, Hurwitz & Thibeault,
Exchange Place, 53 State Street, Boston, Massachusetts 02109 on June 19, 1995
(the "Closing Date"), or at any other time and place to which Hospital and
Transferee may mutually agree.

          (b) Deliveries by Hospital at Closing.  At the Closing, and upon
              ---------------------------------                           
execution and delivery of this Agreement, Hospital shall deliver to Transferee a
certificate or certificates representing the Stock, those assignments and
instruments of transfer described in Section 2(c), and those instruments,
documents and certificates described in Section 7 hereof.

          (c) Deliveries by Transferee at Closing.  At the Closing, Transferee
              -----------------------------------                             
shall deliver to Hospital those instruments, documents and certificates
described in Section 6 hereof.

     4.   Representations and Warranties of Hospital.  In connection with the
          ------------------------------------------                         
transfer and assignment of the Stock hereunder to Transferee, Hospital
represents, warrants and agrees as follows:

          (a) Organization; Good Standing.  Hospital is a corporation duly
              ---------------------------                                 
organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts with corporate power to execute and deliver, and
perform its obligations under, this Agreement, the License Agreements and the
other documents described herein to be executed, delivered and performed by
Hospital.

          (b) Authorization.  The execution, delivery and performance by
              -------------                                             
Hospital of this Agreement, the License Agreements and the documents
contemplated hereby which are to be executed by Hospital at the Closing and
consummation by Hospital of the transactions contemplated hereby and thereby (i)
have been duly authorized by all necessary corporate action on the part of
Hospital, (ii) do not, and will not, conflict with any of the provisions
contained in the certificate of incorporation or by-laws of Hospital, (iii) do
not, and will not, conflict with any of the provisions contained in any other
material instrument to which Hospital is a party or by which Hospital or its
property may be bound, (iv) do not, and will not, violate any material law,
regulation, order or decree applicable to Hospital, and (v) do not, and will
not, with or without the passage of time or the giving of notice, violate or
result in a material breach or default in, or acceleration of material
obligations under, any agreement or instrument to which Hospital is a party or
by which Hospital or its property may be bound.  This Agreement, the License
Agreements and the other documents contemplated hereby which are to be executed
by Hospital evidence the legal, valid and binding obligations of Hospital,
enforceable in accordance with their respective terms.

                                     - 4 -

          (c) Technology.  To the best knowledge of Hospital's Office of
              ----------                                                
Technology Transfer, the Patent Rights and Know-How, as such terms are defined
in the License Agreement, together with the rights sublicensed to Transferee
under the Sublicense Agreement, include all technology, patent rights and know-
how owned or controlled by Hospital relating to the Occluder and the Delivery
System.

          (d) Other Information.  To the best knowledge of Hospital's Office of
              -----------------                                                
Technology Transfer, neither this Agreement nor the License Agreements contain
any untrue statement of material fact by Hospital or omit to state a material
fact necessary to make the statements contained therein by Hospital not
misleading.  In no event, however, shall Hospital be deemed to make any
representation or warranty concerning the accuracy, completeness, sufficiency or
otherwise with respect to any documents, records, papers, data or other
information obtained by Hospital pursuant to the Asset Agreement, and by its
acceptance hereof, Transferee acknowledges and agrees that it has not relied
upon any such representation or warranty in entering into or performing this
Agreement or the License Agreements.

     5.   Representations and Warranties of Transferee.  In connection with the
          --------------------------------------------                         
transfer and assignment of the Stock hereunder from Hospital, Transferee
represents, warrants and agrees as follows:

          (a) Organization; Good Standing.  Transferee is a corporation duly
              ---------------------------                                   
organized, validly existing, and in good standing under the laws of the State of
Delaware with full corporate power to execute and deliver, and perform its
obligations under, this Agreement, the License Agreements and the other
documents described herein to be executed, delivered and performed by
Transferee.

          (b) Authorization.  The execution, delivery and performance by
              -------------                                             
Transferee of this Agreement, the License Agreements and the other documents
contemplated hereby which are to be executed by Transferee at the Closing and
consummation by Transferee of the transactions contemplated hereby and thereby
(i) have been duly authorized by all necessary corporate action on the part of
Transferee, (ii) do not, and will not, conflict with any of the provisions
contained in the certificate of incorporation or by-laws of Transferee, (iii) do
not, and will not, conflict with any of the provisions contained in any other
material instrument to which Transferee is a party or by which Transferee or its
property may be bound, (iv) do not, and will not, violate any material law,
regulation, order or decree applicable to Transferee, and (v) do not, and will
not, with or without the passage of time or the giving of notice, violate or
result in a material breach or default in, or acceleration of material
obligations under, any agreement or instrument to which Transferee is a party or
by which Transferee or its property may be bound.  This Agreement, the License
Agreements and the other documents contemplated hereby which are to be executed
by Transferee evidence the legal, valid and binding obligations of Transferee,
enforceable in accordance with their respective terms.

          (c)  Stock.
               ----- 

                                     - 5 -

          (i) Transferee is acquiring the Stock for its own account and not with
a view to, or for sale in connection with, any distribution thereof, nor with
any present intention of distributing the same; and Transferee has no present or
contemplated agreement, undertaking, arrangement, obligation, indebtedness or
commitment providing for the distribution thereof.

          (ii) Transferee understands that the Stock being transferred hereby
has not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any state securities law, by reason of its issuance in a
transaction exempt from the registration requirements of the Securities Act and
such laws, and that it must be held indefinitely unless it is subsequently
registered under the Securities Act and such laws or a subsequent disposition
thereof is exempt from registration.  The certificate for the Stock shall bear a
legend to such effect.

          (d) Capability to Assess Suitability of Device for Implantation in
              --------------------------------------------------------------
Human Subjects.  Transferee is capable of assessing the suitability of the
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Device for implantation in human subjects and intends to diligently take steps
toward the procurement of the resources, staff and expertise necessary to finish
development of the Device, in accordance with the terms and provisions of the
License Agreements.

          (e) Other Information.  Neither this Agreement, the License Agreements
              -----------------                                                 
nor any written statement, report or other document furnished or to be furnished
by Transferee pursuant to this Agreement, the License Agreements or in
connection with the transactions contemplated hereby or thereby contains or will
contain any untrue statement of material fact by Transferee or omits or will
omit to state a material fact necessary to make the statements contained therein
by Transferee not misleading.

     6.   Conditions Precedent to the Obligations of Hospital.  The obligations
          ---------------------------------------------------                  
of Hospital to complete the transactions provided for herein are subject to the
satisfaction or written waiver by Hospital as of the Closing of the following
conditions:

          (a) The representations and warranties of Transferee contained herein
shall be true and correct on and as of the Closing Date;

          (b) All the terms, covenants and conditions of this Agreement and the
other documents to be executed by Transferee to be complied with or performed by
Transferee on or before the Closing Date shall have been duly complied with and
performed;

          (c) Transferee shall have furnished to Hospital a certificate signed
by an executive officer, dated as of the Closing Date, confirming the matters
set forth in subsections (a) and (b) above;

          (d) Hospital shall have received an opinion of Palmer & Dodge; special
counsel to Transferee, dated as of the Closing Date, substantially in the form
set forth in Exhibit 6.1 to this Agreement;
             -----------                   

                                     - 6 -

          (e) Hospital shall have received copies of the following documents:
(i) Transferee's certificate of incorporation, as amended, certified as of a
recent date by the Secretary of State of the State of Delaware; (ii) a
certificate of said Secretary of State dated as of a recent date as to the due
incorporation and good standing of Transferee; and (iii) a certificate of the
Secretary or an Assistant Secretary of Transferee dated the Closing Date and
certifying: (A) that attached thereto is a true and complete copy of the by-laws
of Transferee; and (B) that attached thereto is a true and complete copy of all
resolutions adopted by the Board of Directors of Transferee authorizing the
execution, delivery and performance of this Agreement, the License Agreements,
and all transactions contemplated hereby or thereby;

          (f) Transferee shall have executed and delivered the License
Agreements in substantially the form attached hereto as Exhibit 2.1(b) and
                                                        --------------    
Exhibit 2.1(c);
- -------------- 

          (g) Hospital shall have received the written consent of Bard to this
Agreement, the License Agreements, and the transactions contemplated hereby and
thereby;

          (h) Transferee shall have become a party to (and shall be in full
compliance with) the Indemnification Agreement as a Third Party Assignee, as
that term is defined in the Indemnification Agreement, and shall have executed
and delivered an Agreement to Become Party to Indemnification Agreement to
Hospital and Bard;

          (i) Transferee shall have submitted to Hospital and Bard proof of
insurance of the type required by the Indemnification Agreement and Section 9
hereunder, and Hospital and Bard shall have approved of the form of policy,
extent of coverage, and the carrier providing such coverage;

          (j) There shall not be any pending or threatened governmental action
or any proceeding by or before any court or governmental body or agency which
shall seek to restrain, prohibit or invalidate the transactions contemplated by
this Agreement.

     7.  Conditions Precedent to the Obligations of Transferee.  The obligations
         -----------------------------------------------------                  
of Transferee to complete the transactions provided for herein are subject to
the satisfaction or written waiver by Transferee as of the Closing of the
following conditions:

          (a) The representations and warranties of Hospital contained herein
shall be true and correct on and as of the Closing Date;

          (b) All the terms, covenants and conditions of this Agreement and the
other documents to be executed by Hospital to be complied with or performed by
Hospital on or before the Closing Date shall have been duly complied with and
performed;

          (c) Hospital shall have furnished to Transferee a certificate signed
by the General Counsel of Hospital, dated as of the Closing Date, confirming the
matters set forth in subsections (a) and (b) above;

                                     - 7 -

          (d) Transferee shall have received an opinion of Testa, Hurwitz &
Thibeault, special counsel to Hospital, dated as of the Closing Date,
substantially in the form set forth in Exhibit 7.1 to this Agreement;
                                       -----------                   

          (e) Hospital shall have executed and delivered the License Agreements;
and

          (f) There shall not be any pending or threatened governmental action
or any proceeding by or before any court or governmental body or agency which
shall seek to restrain, prohibit or invalidate the transactions contemplated by
this Agreement.

     8.   Indemnification by Transferee.
          ----------------------------- 

          (a) Transferee agrees to defend, indemnify and hold Hospital, is
subsidiaries, and each of is officers, trustees, directors, medical and
professional staff, employees, agents and representatives (collectively, the
"Indemnified Parties") harmless from and against any "Transferee Indemnified
Losses" as defined herein.

          (b) The term "Transferee Indemnified Losses" shall mean and include
all loss, liability, damage, or expense (including reasonable attorneys' fees,
whether or not litigation be commenced, and costs of any government required
investigation, documentation or product recall program) suffered or incurred
from and after the Closing and in any way relating, directly or indirectly, to
any claim (including claims of product liability and personal injury, whether
brought in the form of tort, warranty or strict liability) or proceeding (i)
with respect to any of the Assets, any Device-Related Product, the Transferred
Assets or any Licensed Technology or (ii) relating to or arising out of the
design, manufacture, sale or use of any Device-Related Product (including any
Licensed Product or Licensed Process) made, used or sold pursuant to any right
or license granted under this Agreement or the License Agreements.

          (c) Transferee's indemnification under (a) and (b) above shall not
apply to any liability, damage, loss or expense to the extent that it is
directly attributable to the negligent activities, reckless misconduct or
intentional misconduct of the Indemnified Parties.

          (d) All indemnification payments required to be made pursuant to this
Section 8, including, without limitation, reimbursement for expenses incurred in
connection with the defense of third party actions (whether prior to or
following final disposition of any such action), shall be paid within thirty
(30) days of demand therefor.

          (e) Transferee shall inform Hospital promptly of any data concerning
itself which Hospital may from time to time reasonably request.

          (f) Transferee agrees, at its own expense, to provide attorneys
reasonably acceptable to Hospital to defend against any actions brought or filed
against any party indemnified hereunder with respect to the subject of indemnity
contained herein, whether or not such actions are rightfully brought.

                                     - 8 -

          (g) Transferee hereby covenants to Hospital that Transferee will
comply with its obligations under the Indemnification Agreement including, but
not limited to, its obligations pursuant to Sections 3.1 and 3.2 thereof.

          (h) This Section 8 shall survive expiration or termination of this
Agreement.

     9.   Maintenance of Adequate Insurance.
          ----------------------------------

          (a) Transferee shall procure and maintain for the benefit of Hospital
at its expense insurance in accordance with the provisions of Section 3.2 of the
Indemnification Agreement, except that such commercial general liability
insurance will name the Indemnified Parties as additional insureds.  Any
applicable insurance maintained by Hospital will be excess and non-contributing.
The minimum amounts of insurance required to be carried by this Section 9 shall
not be construed to create a limit on Transferee's liability with respect to its
indemnification under Section 8 of this Agreement.

          (b) Transferee will provide Hospital with written evidence of such
insurance as a precondition to its entering into any agreement relating to any
of the Assets or the Licensed Technology and upon request from time to time, and
will provide Hospital with written notice at least forty-five (45) days prior to
any cancellation or non-renewal of, or reduction in coverage in, such insurance.
Moreover, Transferee will provide Hospital with written notice at least fifteen
(15) days prior to a material change in such insurance.  If Transferee does not
obtain replacement insurance providing comparable coverage within such forty-
five (45) or fifteen (15) day period, respectively, Hospital shall have the
right to terminate this Agreement and the License Agreements effective at the
end of such forty-five (45) or fifteen (15) day period, respectively, without
notice of any additional waiting period.  If such insurance is canceled or not
renewed, Transferee agrees to procure extended reporting period coverage.  Such
coverage shall extend for a period of at least five (5) years after such
cancellation or non-renewal.

     This Section 9 shall survive expiration or termination of this Agreement.

     10.  Obligations of Third Parties.  Transferee agrees to cause each third
          ----------------------------                                        
party to whom Transferee assigns, licenses or transfers the Assets or any
portion thereof or any Licensed Technology ("Third Party Assignee") to become a
party to the Indemnification Agreement and to undertake the obligations set
forth in Sections 8 and 9 of this Agreement.  In addition, Transferee will
require as a condition of its granting any consent to any assignment, license,
sublicense, or transfer of the Assets or any portion thereof or any Licensed
Technology by any Third Party Assignee to any Future Assignee that such Future
Assignee become a party to the Indemnification Agreement and undertake the
obligations set forth in Sections 8 and 9 of this Agreement.

     11.  Consent to Limitations on Warranties.  Transferee has reviewed the
          ------------------------------------                              
Asset Agreement, and understands, acknowledges and consents to the limitations
and disclosure set forth in Article VII and Section 2.5, as well as the
limitations on Bard's representations and

                                     - 9 -

warranties contained in the Asset Agreement.  Transferee further understands
that the warranties made in Section 4 of this Agreement are the sole warranties
made by Hospital in connection with this Agreement, the License Agreements, the
Stock, the Assets, any Device Related Product or any Licensed Technology, and
are made in lieu of all other warranties, express or implied.

     12.  Option.  If Transferee, a Third Party Assignee or a Future Assignee
          ------                                                             
breaches a material term or condition of this Agreement, the License Agreements
or any sublicense agreement thereunder resulting in the termination of the
License Agreements:

          (a) Hospital shall have the option to purchase all the assets owned by
Clamshell as of the Closing Date for the exercise price of $1.00, and all the
other assets relating to the development, testing and manufacture of the Device
or Device-Related Products which Clamshell and/or Transferee has acquired
subsequent to the Closing Date, and which are dependent in whole or in part upon
the rights licensed to Transferee pursuant to the License Agreements, for an
exercise price equal to the fair market value of such assets.  For purposes of
this Section 11(a), fair market value shall be determined on an independent
basis with no value being attributed to the Licensed Technology; and

          (b) Transferee shall assign to Hospital all rights with respect to the
Trademark, together with the related goodwill.

          This option is not transferable or assignable by Hospital and may be
exercised by a written notice to Transferee which states the election to
exercise this option

     13.  Other Covenants and Agreements.
          ------------------------------ 

          (a) Affirmative Covenants.  Transferee agrees, such agreement to be
              ---------------------                                          
enforceable by and for the benefit of Bard, to be bound by the affirmative
covenants of Hospital (including the affirmative covenant to protect
Confidential Data as defined in the Asset Agreement) contained in the Asset
Agreement and by the limitations on the liability of Bard thereunder.

          (b) Records.  Transferee shall permit Hospital and Bard to have
              -------                                                    
reasonable access to, and to make copies of the originals of, documents
described in Sections 2.1(c), 2.3 and 2.5 of the Asset Agreement to the extent
Hospital or Bard may be required to have access to such originals for any reason
relating to the business of Hospital or Bard, respectively.  Transferee agrees
that it shall maintain all books, documents, records, specifications, and other
technical data, design, development, testing, and quality control records and
all other written information transferred to Transferee pursuant to this
Agreement and the License Agreement in accordance with Good Laboratory
Practices, as established by the United States Food and Drug Administration.

                                     - 10 -

          (c)  Confidential Data.
               ----------------- 

          (i) As used in this Agreement the term "Confidential Data" shall mean
any information or data included in the Assets that relates to business
operations of Bard conducted prior to the Closing.  The License Agreements shall
govern the confidentiality obligations of the parties with respect to the
Licensed Patent, the Licensed Delivery System Know-How, the Licensed Occluder
Know-How and the Transferred Know-How.  Confidential Data shall also include all
analyses, compilations, studies or other documents, whether prepared by
Transferee or others, which contain or reflect such information.  The term
"Confidential Data" shall not include information which (A) was or becomes
generally available to the public other than as a result of a disclosure by
Transferee or its directors, officers, employees, agents, or advisors, or (B) is
established by Transferee to have been known to Transferee at the time of the
transfer of the Assets, or (C) was or becomes available to Transferee on a non-
confidential basis through a source other than Bard or its advisors, provided
that such disclosure was not in violation of a confidentiality agreement of
which Transferee has or had knowledge.

          (ii) Each party agrees for a period of four years from the date of
this Agreement to use such reasonable efforts to prevent disclosure or
publications of the Confidential Data as it uses to protect its own proprietary
data of similar type or value.

         (iii) In the event Transferee is required by legal process to disclose
any of the Confidential Data, Transferee shall provide Bard with prompt notice
of such requirement so that Bard may seek a protective order or other
appropriate remedy or waive compliance with the provisions of this Agreement
relating to the protection of Confidential Data. In the event that a protective
order or other remedy is obtained, Transferee shall use all reasonable efforts
to assure that all Confidential Data will be covered by such order or other
remedy. If such protective order or other remedy is not obtained or Bard waives
compliance with the provisions of this Agreement relating to the protection of
Confidential Data, Transferee may disclose that portion of the Confidential Data
which Transferee is legally required to disclose without liability hereunder.

          (d) International Distribution and Marketing Rights.  Transferee, and
              -----------------------------------------------                  
any assignee, licensee or transferee of Transferee under this Agreement, shall
provide Bard with written notice describing the nature and scope of any proposed
marketing or commercial distribution of any Device-Related Products outside the
United States ("International Distribution").  Transferee, or any such assignee,
                --------------------------                                      
licensee or transferee, shall provide such notice no later than 60 days before
the first of the following to occur: (i) any International Distribution of
Device-Related Products or (ii) the commencement of negotiations with any third
party relating to International Distribution of Device-Related Products.  Bard
shall advise the party giving such notice within 30 days as to whether it wishes
to make a proposal with respect to participation in such International
Distribution.  Bard shall submit a proposal no later than 30 days after so
advising the party giving notice hereunder.  Transferee, and any assignee,
licensee or transferee of Transferee under this Agreement, shall be obligated to
give fair and open consideration to the merits of any proposal Bard may submit
with respect to International

                                     - 11 -

Distribution, and shall not enter into any International Distribution, or any
agreement with any third party relating to International Distribution, before
having done so.

          (e) Limitation of Liability.  Transferee hereby agrees that under no
              -----------------------                                         
circumstances shall Transferee, any assignee, licensee or transferee of
Transferee be entitled to recover from Hospital any damages, whether direct,
incidental, consequential, indirect, special or punitive in nature, whether
based on contract, tort (including negligence), or any other cause of action
relating to the Assets, including without limitation any Device-Related Product,
the Licensed Technology, the Transferred Assets or any other materials or rights
transferred or granted hereunder or pursuant to the License Agreements, or
otherwise relating to this Agreement or the License Agreements, even if Hospital
has been informed or should know of the possibility of such damages.  Transferee
agrees to include in all agreements with third parties to whom the Assets or any
portion thereof or the Licensed Technology may be assigned, licensed or
transferred covenants pursuant to which such assignees, licenses and transferees
confirm and agree that Hospital shall have no liability with respect to the
Assets, including without limitation any Device-Related Product, the Licensed
Technology, the Transferred Assets or any other materials or rights transferred
or granted hereunder or pursuant to the License Agreements, or otherwise
relating to this Agreement or the License Agreements.

          (f) Third Party Beneficiary Rights.  Hospital hereby agrees that
              ------------------------------                              
Transferee shall be deemed to be a third party beneficiary of the rights of
Hospital and obligations of Bard under the Asset Agreement, including the
representations and warranties of Bard under the Asset Agreement, with full
rights of substitution to enforce such rights and obligations.

     14.  Miscellaneous.
          ------------- 

          (a) Survival of Representations and Warranties.  No action shall be
              ------------------------------------------                     
brought by or on behalf of either party with respect to a breach of the
representations or warranties contained in this Agreement or made in connection
with the Closing after the date which is one year after the Closing.  The
covenants and limitations of liability contained herein, including but not
limited to the covenants with respect to indemnification and insurance set forth
in Sections 8 through 10, shall continue in effect notwithstanding such
limitation.

          (b)  Waivers and Amendments.
               ---------------------- 

          (i) This Agreement may be amended, modified or supplemented, and any
obligation hereunder may be waived, only by a written instrument executed by the
parties hereto.  The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate as a waiver of any subsequent breach.

          (ii) No failure on the part of any party to exercise, and no delay in
exercising, any right or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or remedy by such party
preclude any other or further exercise thereof or the exercise of any other
right or remedy.  All rights and remedies

                                     - 12 -

hereunder are cumulative and are not exclusive of any other rights and remedies
provided by law.

          (c) Notices.  All notices, requests, demands and other communications
              -------                                                          
which are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given if delivered by hand or sent by
registered or certified mail, return receipt requested, postage prepaid (i) if
to Hospital, to Children's Medical Center Corporation, 300 Longwood Avenue,
Boston, Massachusetts 02115, Attention: Stuart J. Novick, Vice President and
General Counsel; with a copy to William B. Asher, Jr., Testa, Hurwitz &
Thibeault, Exchange Place, 53 State Street, Boston, Massachusetts 02109; (ii) if
to Transferee, to InnerVentions, Inc., 222 Berkeley Street, Boston,
Massachusetts 02116-3761, Attention: David A. Chazanovitz, with a copy to
Michael Lytton, Palmer & Dodge, One Beacon Street, Boston, Massachusetts 02108;
or to such other address as Hospital or Transferee shall have specified by
notice in writing to the other.

          (d) Expenses.  Except as otherwise specifically set forth in this
              --------                                                     
Agreement or any other document delivered in connection with the Closing, each
party hereto shall pay its own expenses in connection with the transactions
contemplated hereby, whether or not they are completed.

          (e) Public Disclosure.  The parties will consult with respect to the
              -----------------                                               
appropriate public disclosure to be made with respect to the transactions
contemplated hereby, and will make no such disclosure, including any disclosure
or other use of the name or identity of the other party, prior to such
consultation and consent of the other party, except as may be required by law or
by any stock exchange listing agreements and except as may be agreed upon
between the parties in writing from time to time.  Without limiting the
generality of the foregoing, Transferee shall not name Hospital or Bard as a
developer of any Device-Related Product, or otherwise associate Hospital or Bard
with any Device-Related Product, in connection with any marketing or promotional
activities of Transferee; provided, however, that Transferee may state in an
offering memorandum or prospectus used solely for the purpose of raising capital
for the development, testing and manufacture of Device-Related Products that
certain technology upon which such Device-Related Products are based was
acquired from Hospital and Bard.

          (f) Confidentiality.  If for any reason the transactions contemplated
              ---------------                                                  
hereby shall not become effective, all written disclosures and other information
and all copies of material from the books and records of either party
theretofore furnished to the other party shall be returned promptly to the party
furnishing the same.  All provisions contained in this Agreement relating to
Confidential Data shall survive any termination of this Agreement.

          (g) Entire Agreement.  This Agreement (including all Exhibits hereto),
              ----------------                                                  
the License Agreements and the other documents executed pursuant hereto or
thereto constitute the entire agreement between the parties hereto with respect
to the transfer of the Transferred Assets and Licensed Technology to Transferee
by Hospital and supercede all prior agreements

                                     - 13 -

and understandings, whether written or oral, between the parties relating to the
subject of these agreements.

          (h) Binding Nature.  This Agreement shall inure to the benefit of, and
              --------------                                                    
be binding upon, the parties hereto and their respective legal representatives,
successors and permitted assignees, licensees and transferees and shall be
enforceable by and for the benefit of Bard.

          (i) Governing Law.  This Agreement shall be governed by, and construed
              -------------                                                     
and enforced in accordance with, the substantive laws of the Commonwealth of
Massachusetts, without giving effect to its conflicts of laws principles.

          (j) Severability.  Any provision of this Agreement which is prohibited
              ------------                                                      
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.

          (k) Exhibits.  All Exhibits mentioned in this Agreement are
              --------                                               
incorporated in this Agreement and shall form an integral part hereof.  All
capitalized terms defined in this Agreement which are used in any Exhibit shall,
unless the context otherwise requires, have the same meaning therein as given
herein.

          (l) Counterparts.  This Agreement may be executed in any number of
              ------------                                                  
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.

          (m) Headings.  The headings contained in this Agreement are for
              --------                                                   
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.

          (n) Assignment.  Hospital may assign this Agreement and the License
              ----------                                                     
Agreements at any time to any corporate affiliate of Hospital without the prior
consent of Transferee.  Transferee shall not assign, transfer or license any of
its rights or delegate any of its obligations hereunder or pursuant to the
License Agreements without the written consent of Hospital, except as expressly
set forth herein, and any attempt to do so shall be void.  Hospital agrees to
consent to a proposed assignment, transfer or license after Transferee has
demonstrated that the following pre-conditions have been satisfied:

          (i) Transferee shall have confirmed in writing to Hospital that the
proposed assignment, license or transfer shall not in any way diminish or affect
Transferee's obligations hereunder and under the License Agreements;

          (ii) The proposed transferee, licensee or assignee shall have agreed
in a document, which by its terms shall be enforceable by and for the benefit of
Bard and Hospital, to be bound by the affirmative covenants of Transferee
contained in this Agreement and the License Agreements and by the limitations on
Hospital's liability hereunder and

                                     - 14 -

thereunder, and to be bound by the affirmative covenants of Hospital (including
the affirmative covenants to protect Confidential Data) contained in the Asset
Agreement and by the limitations on Bard's liability thereunder.  Moreover, the
proposed transferee, licensee or assignee shall have confirmed in such document
its understanding of, and consent to, the limitations on Hospital's
representations and warranties contained in this Agreement and on Bard's
representations and warranties contained in the Asset Agreement.  The form and
content of such document shall be subject to approval by Hospital;

         (iii) The proposed transferee, licensee or assignee shall have
submitted to Hospital and Bard proof of insurance of the type required by the
Indemnification Agreement and Section 9 hereunder, and Hospital and Bard, in
their sole discretion, shall have approved of the form of policy, extent of
coverage, and the carrier providing such coverage;

          (iv) The proposed assignee, transferee or licensee shall have become a
party to (and shall be in full compliance with) the Indemnification Agreement as
a Third Party Assignee, as that term is defined in the Indemnification
Agreement, and shall have executed and delivered an Agreement to Become Party to
Indemnification Agreement to Hospital and Bard;

          (v) The proposed assignee, transferee or licensee shall be a reputable
entity with available resources and sufficient scientific, business and other
expertise to satisfy Transferee's obligations hereunder and under the License
Agreements;

         (vi) Transferee is not then in breach of this Agreement, the License
Agreements or the Indemnification Agreement;

        (vii) The proposed assignee, transferee or licensee has a net worth at
least equivalent to the net worth Transferee has as of the date of the
assignment, transfer or license;

       (viii) Transferee provides written notice of the proposed assignment,
transfer or license to Hospital, together with documentation sufficient to
demonstrate the requirements set forth in subparagraphs (i) through (vii) above,
at least thirty (30) days prior to the proposed effective date of the
assignment, transfer or license; and

         (ix) Hospital receives from the proposed assignee, transferee or
licensee, in writing, at least thirty (30) days prior to the proposed effective
date of the assignment, transfer or license reaffirmation by Transferee of the
terms of this Agreement and the License Agreements, an agreement from the
proposed assignee, transferee or licensee to be bound by the terms of this
Agreement and the License Agreements, and an agreement from the proposed
assignee, transferee or licensee to perform the obligations of Transferee under
this Agreement and the License Agreements.

                                     - 15 -

     Provided, however, that Transferee's merger with, or acquisition by,
another entity or the sale of all or substantially all of the assets of
Transferee, shall be deemed an assignment for purposes of this Section 14(n).

          (o) Termination.  This Agreement may be terminated by any party hereto
              -----------                                                       
upon written notice to the other parties if the Closing has not occurred on or
prior to June 30, 1995.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                     - 16 -

     IN WITNESS WHEREOF, the undersigned have duly executed and delivered this
Agreement as an agreement under seal as of the date first above written.

                                 HOSPITAL:

                                 CHILDREN'S MEDICAL CENTER
                                 CORPORATION

                                 By /s/ Stuart Novick
                                    -----------------------------------------
                                 Its:  Vice President and
                                         General Counsel

                                 TRANSFEREE:

                                 INNERVENTIONS, INC.

                                 By:  /s/ David Chazanovitz
                                      ---------------------
                                 Its: President and CEO

                                     - 17 - 

Basic Info X:

Name: STOCK TRANSFER AGREEMENT
Type: Stock Transfer Agreement
Date: July 12, 1996
Company: NMT MEDICAL INC
State: Delaware

Other info:

Date:

  • May 12 , 1995
  • June 19 , 1995
  • June 30 , 1995

Organization:

  • Clamshell Asset Corp.
  • Bard to Hospital
  • Bard , Inc.
  • b Grant of Licenses
  • Testa , Hurwitz & Thibeault , Exchange Place
  • Warranties of Hospital
  • Warranties of Transferee
  • Assess Suitability of Device
  • Obligations of Hospital
  • Secretary of State of the State
  • Board of Directors of Transferee
  • Obligations of Transferee
  • General Counsel of Hospital
  • Clamshell andor Transferee
  • Good Laboratory Practices
  • United States Food and Drug Administration
  • International Distribution and Marketing Rights
  • International Distribution of Device-Related Products
  • e Limitation of Liability
  • Third Party Beneficiary Rights
  • Children 's Medical Center Corporation
  • InnerVentions , Inc.
  • Palmer & Dodge
  • Transferred Assets and Licensed Technology to Transferee by Hospital
  • Third Party Assignee
  • Agreement to Become Party to Indemnification Agreement to Hospital

Location:

  • New Jersey
  • Clamshell
  • Delaware
  • United States
  • Longwood Avenue
  • Jr.
  • Testa
  • Berkeley
  • Boston
  • Massachusetts
  • Bard
  • Transferee

Money:

  • $ 0.01
  • $ 1.00

Person:

  • Stuart J. Novick
  • William B. Asher
  • David A. Chazanovitz
  • Michael Lytton
  • Bard
  • Stuart Novick
  • David Chazanovitz