8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):     July 29, 2006

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in charter)

DELAWARE	1-11083	04-2695240
(State or other	(Commission	(IRS employer
jurisdiction of	file number)	identification no.)
incorporation)

One Boston Scientific Place, Natick, Massachusetts	01760-1537
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:(508) 650-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On July 29, 2006, Boston Scientific Corporation entered into a settlement agreement with St. Jude Medical, Inc. resolving the following litigation matters between the companies and certain of their affiliates:

1.	Pacesetter, Inc. et al. v. Cardiac Pacemakers, Inc. et al., Case No. 02-1337 DWF/SRN (D. Minn.);
2.	Cardiac Pacemakers, Inc. et al. v. St. Jude Medical, Inc. et al., Civil Action No. 04-1016 JMR/FLN (D. Minn.);
3.	Pacesetter, Inc. et al. v. Intermedics, Inc. et al., Case No. CV 06-3166 GHK(FFMx) (C.D. Cal.); and
4.	Advanced Neuromodulation Systems, Inc. v. Advanced Bionics Corp., Civil Action No. 4:04cv131 (E.D. Tex); Advanced Bionics Corp. v. Advanced Neuromodulation Systems, Inc., Civil Action No. 4:04cv131 (E.D. Tex.); and the Advanced Neuromodulation Systems, Inc. v. Advanced Bionics Corp. arbitration.

Pursuant to the settlement agreement, Boston Scientificand St. Jude Medical have also agreed to limit the scope and available remedies of the following pending litigation:

1.	Cardiac Pacemakers, Inc. et al. v. St. Jude Medical, Inc. et al., Civil Action No. 1-96-cv-1718 DFH/TAB, (S.D. Ind.) (the “Indiana case”); and
2.	Guidant Corp. et al. v. St. Jude Medical, Inc. et al., Civil Action No. 04-0067-SLR (D. Del.) (the “Delaware case”).

St. Jude Medical agreed to give up certain defenses previously available to it in these cases, in exchange for Boston Scientific’s agreement not to pursue certain claims and damage theories.

For these unresolved cases, Boston Scientific has agreed that:

• The plaintiffs in the two remaining cases will no longer pursue claims for lost profits and will not be able to receive a royalty in excess of 3% of the net sales revenue from any sales found to infringe an asserted patent.

• The plaintiffs will also not be eligible to receive prejudgment interest in either of the two cases that remain unresolved.

• The plaintiffs in the Delaware case will not further pursue an injunction until all appeals have been exhausted and any judgment of infringement is final and no longer appealable.

For the two unresolved cases, St. Jude Medical has agreed that:

• Defendants will not further pursue defenses for “no error,” “intervening rights,” and “claims splitting” in the Delaware case, a fraud claim in the Indiana case, or a defense in that case based upon certain alleged misconduct by Boston Scientific’s Guidant affiliate and one of Guidant’s former experts in the litigation.

• Defendants will forego any claims for attorneys’ fees.

Boston Scientific affiliates have a license from Mirowski Family Ventures (MFV) to patents which are being asserted against St. Jude Medical in the Indiana and Delaware cases noted above, and MFV is a co-plaintiff in both the Indiana and Delaware cases. As part of the settlement discussions, St. Jude Medical was granted permission to enter into discussions with MFV seeking to resolve the Indiana and Delaware cases. St. Jude Medical’s efforts at negotiating a resolution of these cases with representatives of MFV were unsuccessful. However, as part of the settlement agreement, Boston Scientific has agreed to provide St. Jude Medical with a license to the MFV patent portfolio, and dismiss the Delaware and Indiana cases for no royalty or other consideration payable to Boston Scientific, if MFV reaches a settlement of the Indiana and Delaware cases with St. Jude Medical in the future. In addition, Boston Scientific has granted St. Jude Medical an option to obtain a non-exclusive, worldwide sublicense to the MFV patent portfolio upon notice by St. Jude Medical, provided that St. Jude Medical complies with the terms of the license Boston Scientific affiliates have with MFV (and Boston Scientific makes no payments on behalf of St. Jude Medical).

Boston Scientific and  St. Jude Medical have also agreed to a worldwide, royalty-free cross license, with certain limitations, of the cardiac rhythm management (CRM) patent portfolios held by the companies. With certain limited exceptions, CRM patents having a priority date on or before July 29, 2006 will be cross licensed. St. Jude Medical is excluding patents concerning certain cardiac pressure-sensing technology not presently incorporated into its devices from the cross license, and Boston Scientific is excluding patents involving certain communication technologies from the cross license.

St. Jude Medical and Boston Scientific have also agreed to a world-wide, royalty-free cross license, with certain limitations, of the patents involved in the Advanced Neuromodulation Systems, Inc. and Advanced Bionics Corporation litigation noted above.

Pursuant to the settlement agreement, Boston Scientific and St. Jude Medical  have further agreed to terminate the Distribution Agreement between Boston Scientific and Advanced Neuromodulation Systems, Inc. for the Japanese market which those companies entered into in June 2002.

Certain covenants not to sue are also part of the settlement agreements between St. Jude Medical and Boston Scientific.

On July 31, 2006, Boston Scientific and St. Jude Medical issued a joint press release concerning the settlement. A copy of the joint press release is furnished as Exhibit 99.1 to this report.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits:

99.1 Joint press release issued by Boston Scientific Corporation and St. Jude Medical, Inc. on July 31, 2006.

SIGNATURE

Pursuantto the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOSTON SCIENTIFIC CORPORATION
Date:       August 1, 2006	By:	/s/ Lawrence J. Knopf
		Lawrence J. Knopf
		Vice President and Assistant General Counsel

EXHIBIT INDEX

Exhibit No. Description

99.1 Joint press release issued by Boston Scientific Corporation and St. Jude Medical, Inc. on July 31, 2006.

EX-99.1

EXHIBIT 99.1

ST. JUDE MEDICAL AND BOSTON SCIENTIFIC SETTLE PATENT LITIGATION

ST. PAUL, Minn. and NATICK, Mass. - July 31, 2006 - St. Jude Medical, Inc. (NYSE: STJ) and Boston Scientific Corporation (NYSE: BSX) today announced that they have entered into an agreement that resolves four previously disclosed patent litigation matters pending between the companies and certain of their affiliates.

Under the settlement, St. Jude Medical and Boston Scientific have also agreed to limit how two previously disclosed patent cases, though not resolved, will be pursued.

St. Jude Medical and Boston Scientific have also agreed to a patent cross license involving the companies’ cardiac rhythm management patent portfolios, and a separate cross license of certain patents held by each of their affiliates related to neuromodulation.

“We are pleased to have reached these agreements, which eliminate much of the expense and uncertainty associated with the litigation and enable the company to focus its resources and attention on providing patients with life-saving products,” said St. Jude Medical Chairman, President and Chief Executive Officer Daniel J. Starks.

“We are pleased to have reached a reasonable commercial settlement of the lawsuits between Boston Scientific and St. Jude Medical,” said Jim Tobin, President and Chief Executive Officer of Boston Scientific. “We are also pleased to have reached agreement on additional cross licenses, which will help reduce the possibility of future patent disputes between our companies. This is very welcome news, which we believe will benefit both companies and offer physicians and patients continued access to a broad range of treatment alternatives.”

St. Jude Medical and Boston Scientific each will be filing a Form 8-K with the U.S. Securities and Exchange Commission that provides additional detail concerning the settlement agreement and license agreements.

About Boston Scientific

Boston Scientific is a worldwide developer, manufacturer and marketer of medical devices whose products are used in a broad range of interventional medical specialties. For more information, please visit: www.bostonscientific.com.

About St. Jude Medical

St. Jude Medical is dedicated to making life better for cardiac, neurological and chronic pain patients worldwide through excellence in medical device technology and services. The Company has five major focus areas that include: cardiac rhythm management, atrial fibrillation, cardiac surgery, cardiology and neuromodulation. Headquartered in St. Paul, Minn., the Company employs approximately 10,000 people worldwide. For more information, please visit www.sjm.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such forward-looking statements include the expectations, plans and prospects for the Company, including potential clinical successes, regulatory approvals, anticipated future product launches, revenues, margins, earnings, and market shares. The statements made by the Company are based upon management’s current expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include market conditions and other factors beyond the Company’s control and the risk factors and other cautionary statements described in the Company’s filings with the SEC, including the risk factors described in the Company’s Annual Report on Form 10-K filed on March 16, 2006 (see Item 1A on page 15) and the cautionary statements described in the Company’s Quarterly Report on Form 10-Q filed on May 9, 2006 (see pages 29-30). The Company does not intend to update these statements and undertakes no duty to any person to provide any such update under any circumstance.