FIRST AMENDMENT TO CROSS LICENSE AGREEMENT

Exhibit 10.76

FIRST AMENDMENT TO CROSS LICENSE AGREEMENT

This FIRST AMENDMENT TO CROSS LICENSE AGREEMENT (this “First Amendment”), dated as of the 26th day of October, 2012 (the “First Amendment Date”), is entered into by and between Intuitive Surgical Operations, Inc., a Delaware corporation having its principal place of business at 1266 Kifer Road, Sunnyvale, California 94086 (“ISOI”)—on behalf of Intuitive Surgical, Inc. and all subsidiary Affiliates of Intuitive Surgical, Inc.—and Hansen Medical, Inc., a Delaware corporation having its principal place of business at 800 E. Middlefield Road, Mountain View, California 94043 (“Hansen”).

R E C I T A L S

WHEREAS, Intuitive Surgical, Inc. and Hansen have entered into that certain Cross License Agreement (the “Agreement”) dated as of September 1, 2005 (“Effective Date”) pursuant to which Intuitive Surgical, Inc. and Hansen each granted to the other certain licenses for patents and patent applications in specified fields of use as further set forth therein;

WHEREAS, Intuitive Surgical, Inc. has assigned to ISOI all of Intuitive Surgical, Inc.’s rights and obligation under the Agreement;

WHEREAS, the Parties now desire to expand the scope of Hansen’s license to ISOI, all on terms and conditions set forth herein; and

WHEREAS, ISI and Hansen are entering into a Common Stock Purchase Agreement pursuant to which ISI is acquiring shares of Common Stock of Hansen for an aggregate purchase price of $10,000,000 and on other terms and conditions set forth therein.

NOW, THEREFORE, in full consideration of the mutual covenants and premises contained herein, the Parties agree as follows:

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“Hansen Field of Use” means the research, development, manufacture, use, sale, promotion, distribution and importation of medical devices and systems for intravascular approaches for the diagnosis and/or treatment of cardiovascular, neurovascular, and peripheral vascular diseases, wherein the distal end of the medical device or system, after entering a blood vessel, remains within the blood vessel or branches of the blood vessel for the delivery of the diagnostic or therapeutic modality for which the device or system is being used. For clarity, as used in this Section 1.10 and in Section 1.18, “vascular” and terms containing “—vascular” mean blood vessel (artery, arteriole, vein, venule, or capillary). The Parties agree that “intravascular approach” means navigating inside a blood vessel; “cardiovascular disease” means a disease, deformity, or injury inside or to the heart or inside or to the blood vessels that transport blood to and from the heart muscle; “neurovascular disease” means a disease, deformity, or injury inside or to the blood vessels that transport blood to and from the brain; and “peripheral vascular disease” means a disease, deformity, or injury inside or to blood vessels. The Parties agree that performing diagnosis and/or treatment in an interior chamber of the heart is considered to be within the Hansen Field of Use if entry into the heart is made by intravascular approach.

“Hansen Patents” means, individually and collectively, the Hansen Original Patents, Hansen Subsequent Patents and Hansen Future Patents.

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Notwithstanding the foregoing, to the extent any patent or patent application that would otherwise qualify as a Hansen Subsequent Patent or Hansen Future Patent under this Section 1.13 constitutes Hansen Cross-Licensed IP or Hansen-Luna IP as such terms are defined in that certain Cross License Agreement between ISOI and Hansen dated January 12, 2010 (“2010 FOSSL Cross License”) such patent or patent application shall be governed solely by the terms of the 2010 FOSSL Cross License and shall not be subject to the terms and conditions hereof, and are therefore excluded from the license to Hansen Subsequent Patents and Hansen Future Patents hereunder.

Further notwithstanding the foregoing, if a patent or patent application that would otherwise qualify as a Hansen Patent under this Section 1.13 is subject to an agreement between Hansen (or a Hansen Affiliate) and a third party requiring Hansen (or a Hansen Affiliate) to pay a royalty, net sales payment, or other consideration to such third party as a result of the practice of the licensed rights, then such patent or patent application shall be included in the Hansen Patents only if ISI agrees to bear the cost of such royalty, net sales payment, or other consideration that Hansen (or a Hansen Affiliate) is obligated to pay under such agreement based on ISI’s use or practice of such patent rights.

In the event that Hansen or an Affiliate of Hansen undergoes an Acquisition by or Asset Transfer to a third party, then: (1) Hansen Patents shall continue to include all patents and patent applications which qualified as Hansen Patents immediately prior to such Acquisition or Asset Transfer, (2) Hansen Patents shall exclude any patents and patent applications owned or controlled by the entity acquiring control of Hansen or the Affiliate of Hansen, or the applicable assets, through such Acquisition or Asset Transfer (a “Hansen Acquiror”), or any affiliate of such Hansen Acquiror, prior to the effective date of such Acquisition or Asset Transfer, and (3) Hansen Patents shall exclude any patents or patent applications filed by a Hansen Acquiror, or any Affiliate of such Hansen Acquiror, following such Acquisition or Asset Transfer (other than those patents and patent applications which qualify as Hansen Patents and are filed after such Acquisition or Asset Transfer with respect to inventions conceived solely by one or more employees, contractors, or agents of Hansen or of entities that were Affiliates of Hansen prior to such Acquisition or Asset Transfer).

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The following text is hereby added to follow the existing Section 1.18 “ISI Field of Use” definition:

For further clarity, the terms “diagnosis and/or surgical procedures” and “diagnosis and/or surgery” in this Section 1.18 mean surgical diagnosis and/or treatment of disease, deformity, or injury.

“Capture Period” means the period commencing on the First Amendment Date and ending three (3) years thereafter, or, if earlier, ending on the date this Agreement is earlier terminated pursuant to Section 5.2, 5.3 or 5.4 below.

2.6 Disclosure of Patent Files. Hansen shall respond accurately and within thirty (30) days to any reasonable request by ISI to provide to ISI a complete and accurate copy of any unpublished Hansen Patent licensed under Section 2.1 of this Agreement.

2.7 Compliance with Sublicense and Outlicense Obligations. Hansen covenants that it shall comply with any applicable terms of any license agreement between ISI and a third party that grants to ISI license rights under the third party’s patents, which patents are ISI Patents that are sublicensed to Hansen under the terms of this Cross License, but only to the extent such terms are provided to Hansen in writing by ISI. ISI covenants that it shall comply with any applicable terms of any license agreement between Hansen and a third party that grants to Hansen license rights under the third party’s patents, which patents are Hansen Patents that are sublicensed to ISI under the terms of this Cross License, but only to the extent such terms are provided to ISI in writing by Hansen. The Parties acknowledge that the rights and licenses granted hereunder to any patents and patent applications that are licensed from a third party and sublicensed hereunder are subject to the terms of the applicable license agreement, and the rights and licenses therein granted hereunder are subject to, and limited by, the scope of the rights that are available from such third party to be sublicensed hereunder. Similarly, the rights and licenses granted to patents and patent applications hereunder (other than Hansen Original Patents and ISI Patents) are subject to any rights or licenses granted therein by the Parties under agreements entered into with third parties.

Upon such expiration, the license rights granted in Sections 2.2 and 2.3 shall survive.

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6.1 No Solicitation and Release. Each Party agrees that it will not, directly or indirectly, solicit to become an employee, contractor, or agent of the Party, any person that such Party knows, or has reason to know, is employed by the other Party. Notwithstanding the foregoing, nothing herein shall be construed to prohibit either Party: (i) from placing advertisements for employment that are directed at the public at large in any newspaper, trade magazine, on-line job services, journals, or other periodicals, (ii) responding to unsolicited inquiries about employment or contract opportunities or possibilities from headhunters or other agents, or (iii) responding to unsolicited inquiries about employment or contract opportunities from any individual. Nothing in this section shall be construed to prohibit a party from hiring an employee of the other party who has responded to a general solicitation of employment not specifically directed at that employee.

Each Party, on behalf of its Affiliates, the Party’s successors and assigns, and Affiliates of the Party’s successors and assigns, hereby irrevocably releases, acquits, and forever discharges to the other Party, the other Party’s Affiliates, the other Party’s officers, directors, employees, agents, representatives, shareholders, customers, vendors, and the officers, directors, employees, agents, representatives, shareholders, customers, vendors of the other Party’s successors and assigns, from any and all claims, liability, or damages associated with any breach and/or infraction related to this Section 6.1 that may have occurred on or prior to the First Amendment Date.

; and (iii) except for the Hansen Original Patents and the Hansen Subsequent Patents (and except for any Hansen Cross-Licensed IP or Hansen-Luna IP), as of the First Amendment Date, Hansen does not own or have the right to license to ISI within the scope of the licenses herein any other patents or patent applications with applicability in the ISI Field of Use. If either Party later identifies any such patent or patent application, such Party will notify the other Party and upon either Party’s request the Parties will update this Agreement as necessary to include such patent or patent application

7.5 Rights in Bankruptcy. The Parties agree that each Party, as licensee of certain rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement a bankruptcy proceeding by or against a Party the other Party shall be entitled to exercise all rights provide by law. The Parties acknowledge and agree that royalties to be paid pursuant to Sections 3.3 and 3.4 of this Agreement shall constitute royalties within the meaning of Bankruptcy Code § 365(n) with respect to the licenses of United States patents hereunder.

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IN WITNESS WHEREOF, the Parties have caused this First Amendment to be executed by their duly respective authorized representative.

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ATTACHMENT 1

EXHIBIT D

Hansen Subsequent Patents

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