SPECTRANETICS CORP
SETTLEMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>4
<FILENAME>d13937exv10w34.txt
<DESCRIPTION>SETTLEMENT AGREEMENT
<TEXT>
<PAGE>
                                                                        Ex-10.34

                              SETTLEMENT AGREEMENT

      WHEREAS THIS Settlement Agreement, entered this 19th day of November,
2003, by and between Interlase Limited Partnership ("Interlase") and The
Spectranetics Corporation ("Spectranetics"), has been entered into by the
parties to resolve a dispute regarding a License Agreement (the "License
Agreement") dated February 1, 1993, executed by the predecessor in interest of
Interlase (known as "Pillco Limited Partnership") and Spectranetics, and

      WHEREAS it is the intention of the parties hereto to settle the matter
aforesaid, upon the terms and conditions set forth herein, and the parties do
agree as follows:

      1. The parties reaffirm and ratify the terms and conditions set forth in
      the License Agreement attached hereto as Exhibit A and such terms are
      incorporated herein by reference. The License Agreement grants
      Spectranetics a license under United States Patent Nos. 4,784,132;
      4,800,876; 4,848,336; and 5,041,108, and Spectranetics agrees that the
      License Agreement arose indirectly from a contested matter in which a jury
      found the patents valid and infringed and should any future proceedings be
      brought by either party in connection with such patents it shall not
      challenge the validity of any of such patents as may be subsisting at that
      time.

                                       1
<PAGE>

      2. Spectranetics and Interlase hereby agree that as of the effective date
      of this Settlement Agreement, royalties payable pursuant to the License
      Agreement shall be adjusted as follows:

            a) In the past, Spectranetics had not reported or paid royalties on
            the Spectranectics Laser Sheath sales or Lead Locking Device sales
            asserting that the same are not within the terms of the License
            Agreement. Interlase has reviewed the issue and the parties agree
            that the devices manufactured by Spectranetics known as the
            Spectranetics Laser Sheath and the Lead Locking device are not
            within the terms of the License Agreement or within the claims of
            the associated patents and, therefore, sales of such devices shall
            not generate royalties under the License Agreement.


            b) Spectranetics has filed an application with the Food and Drug
            Administration for a peripheral use which, if granted, shall subject
            Spectranetics' sales of products associated with "LACI" (laser
            angioplasty to treat critical limb ischemia) to royalties at the
            rate of three and one-half (3 -1/2%) percent of the net selling
            price of the Intraluminal Laser Component as defined in paragraph
            1.04 of the License Agreement.


            c) Spectranetics' methodology for calculation of service revenue
            outlined on page six and summarized in Exhibit IV of the audit
            report of Baird, Kurtz and Dobson dated October 24, 2002, is hereby
            validated; service revenue is not subject to royalties under the
            license agreement to the


                                       2
<PAGE>

            extent that such revenue does not exceed the lesser of $1,500,000
            per quarter or 35% of Of the aggregate "Net Selling Price" (as that
            term is defined in Part 1.05 of the License Agreement) of all
            "Licensed Apparatus" including "Intraluminal Laser Components",
            excluding sales of the devices referenced in Part 2(a) of this
            Settlement Agreement.

      3. Subject to the supervision of the Arlington County Circuit Court, all
      rights, title, and interest to the patents that are the subject of the
      License Agreement in Exhibit A belong to Interlase.

      4. Since Interlase is the subject of a receivership in Arlington County,
      Virginia, this Settlement Agreement is conditioned upon the ratification
      of the Settlement Agreement by the Arlington County Circuit Court. Since
      Interlase is also the subject of a suspended bankruptcy proceeding in the
      United States Bankruptcy Court for the Eastern District of Virginia ("the
      Bankruptcy Court"), this Settlement Agreement is also conditioned upon the
      ratification thereof by the Bankruptcy Court.

            In the event that either the Arlington County Circuit Court or the
      Bankruptcy Court rejects this Settlement Agreement, then the terms
      contained herein shall operate as a nullity in their entirety, and nothing
      contained herein shall be deemed to be an admission by either
      Spectranetics or Interlase. Interlase


                                       3
<PAGE>

      covenants that it will use due diligence in securing the approval of the
      Arlington County Circuit Court and the Bankruptcy Court.

            5. The approval and confirmation of this Settlement Agreement by the
      Bankruptcy Court and the Arlington County Circuit Court shall be a
      prerequisite to the payment to Interlase referenced in Part 8 of this
      Settlement Agreement.

            6. Twenty-four (24) hours prior to filing the last of the two
      respective motions for approval of this Settlement Agreement in the
      Arlington County Circuit Court and the Bankruptcy Court, Interlase will
      advise Spectranetics, by written notice as hereinafter provided, that the
      last of the two requisite hearings is imminent, so that Spectranetics may
      prepare to issue an appropriate press release to the public stating that
      Spectranetics and Interlase have resolved by mutual agreement the issues
      raised by the matters referenced in Part 7 of this Settlement Agreement
      subject to the said Courts' approval.

            7. Contemporaneous with the full execution of this Settlement
      Agreement, the parties, through their attorneys of record in their
      respective lawsuits that are now pending in the U.S. District Court for
      the District of Colorado known as The Spectranetics Corporation v Richard
      S. Mendelson, et al., Civil Action No. 02-MK-2177 (MJW) and Interlase
      Limited Partnership v. The Spectranetics Corporation, Civil Action No.
      03-MK-990 (MJW), shall execute for each of the foregoing lawsuits the


                                       4
<PAGE>

      Stipulations for Entry of Order of Dismissal (the "Stipulations") annexed
      as Exhibits B and C to this Settlement Agreement.

            8. Upon its receipt of: (1) copies teste of the orders entered by
      the Arlington County Circuit Court and the Bankruptcy Court, approving
      this Settlement Agreement; and (2) original fully executed Stipulations,
      Spectranetics shall within the next twenty-four (24) hours wire the sum of
      Two Hundred Thousand Dollars ($200,000.00) into the account of the Special
      Receiver of Interlase. The wire shall go to Virginia Commerce Bank,
      Account number 20055536, Routing number 056005253, Name of Account:
      "Interlase Limited Partnership".

            Following the successful wire transfer of the funds, Spectranetics,
      through its counsel, shall cause the fully executed Stipulations to be
      filed with, and the accompanying Orders of Dismissal to be entered by the
      Court and Interlase shall through its attorneys cooperate in securing the
      entry of the Orders, as needed.

            9. It being the intent of the parties to resolve any and all
      disputes, known and unknown, between the parties, it is hereby agreed that
      any and all claims, causes of action, offsets or similar monetary claims
      that have arisen or that may have arisen prior to the execution of this
      Settlement Agreement, whether sounding in contract, tort or otherwise, are
      hereby settled, released and satisfied, and neither party shall have any
      liability for any claim, cause of action, offset or similar


                                       5
<PAGE>

      monetary claim that accrued prior to the date of this Settlement
      Agreement. This Settlement Agreement is approved and ratified by Wendy
      Fox, Coster Family Limited Partnership, and by Jeffrey Schwab, on behalf
      of Abelman, Frayne & Schwab ("the said parties"), as evidenced by the
      endorsement of a counterpart hereof by the said parties or their
      respective counsel. Interlase covenants that the said parties and the
      Receiver constitute all of the persons and entities necessary to approve
      and ratify this Settlement Agreement subject to approval of the said
      Courts.

            10. Notices that are required pursuant to this Settlement Agreement
      shall be sent as follows:

            A. Notices to Interlase shall be sent via U.S. Mail and via
      facsimile to:

                  Richard S. Mendelson, Special Receiver
                  Interlase Limited Partnership
                  524 King Street
                  Alexandria, VA 22314
                  Facsimile: (703) 549-3335

            B. Notices to Spectranetics shall be sent via U.S. Mail and via
      facsimile to:

                  John G. Schulte, President and CEO
                  The Spectranetics Corporation
                  96 Talamine Court
                  Colorado Springs, CO 80907
                  Facsimile: (719) 442-2525


                                       6
<PAGE>




Witness our seals this 19th day of November, 2003.

INTERLASE LIMITED PARTNERSHIP                                 Attest:


By:  /s/Richard S. Mendelson                         ---------------------------
     -----------------------
     Richard S. Mendelson
     Special Receiver, Interlase Limited Partnership
     Date: November 20, 2003

THE SPECTRANETICS CORPORATION                                 Attest:


By:  /s/ John G. Schulte                             /s/Guy A. Childs
     -------------------------------                 ---------------------------
     John G. Schulte,
     President and CEO,
     The Spectranetics Corporation
     Date: November 19, 2003


            We hereby approve, ratify and confirm this Settlement Agreement:

         /s/Lindsey O. Sutherland, Esquire
         ---------------------------------
         Lindsey O. Sutherland, Esquire
         Counsel for Wendy Fox
         Robert S. Perry Law Office
         4085 Chain Bridge Road, Suite 300
         Fairfax, Virginia 22030


         /s/Michael P. Logan, Esquire
         ---------------------------------
         Michael P. Logan, Esquire
         Counsel for The Coster Family Limited Partnership
         Grad, Logan & Klewans, PC
         1421 King Street, Suite 320
         Alexandria, Virginia  22314


         /s/Jeffrey A. Schwab, Esquire
         ---------------------------------
         Jeffrey A. Schwab, Esquire
         Counsel for Abelman, Frayne & Schwab
         150 East 42nd Street
         New York, New York  10017-5612

                                       7


</TEXT>
</DOCUMENT>
