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  SHEARMAN & STERLING LLP

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  BRUSSELS

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  MENLO PARK

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  NEW YORK

  PARIS

  ROME

  May 17,
  2005

  SAN FRANCISCO

  SÃO PAULO

  SINGAPORE

  TOKYO

  TORONTO

  WASHINGTON, D.C.

Via EDGAR Transmission

Jeffrey Werbitt, Esq.

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

450 Fifth Street, N. W.

Washington, D.C. 20549-0303

Re:                             Rubicon
Medical Corporation

Schedule TO
filed on May 3, 2005 by Nemo I Acquisition, Inc.

    and Boston Scientific Corporation

File No. 005-79841

Dear Mr. Werbitt:

On behalf of our clients, Nemo I Acquisition, Inc.
(“Nemo”) and Boston Scientific Corporation (“BSC” and, together with Nemo, the “Companies”)
set forth below are the responses to the comments (the “Comments”) of the staff
(the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
dated May 12, 2005 concerning Nemo’s Tender Offer Statement on Schedule TO
(the “Schedule TO”) filed on May 3, 2005 in connection with its
tender offer for the remaining outstanding shares of common stock of Rubicon
Medical Corporation (“Rubicon”) that BSC does not already own.  For your convenience, the responses below
follow the Comments from your letter of May 12, 2005.

Schedule TO

General

1.              Advise us how you
calculated the number of Rubicon security holders of record.  Refer to interpretation M.30 in the July 1997
Telephone Interpretations Manual publicly available on our website,
www.sec.gov.

For purposes of disclosure in Rubicon’s Form 10KSB, Item 201(b) of
Regulation S-B requires disclosure of “the approximate number of holders of
record of each class of common equity.”
Rubicon’s transfer agent reported that, as of April 8, 2005, there
were

Shearman &
Sterling LLP is a limited liability partnership organized in the United States
under

the laws of the State of Delaware, which laws limit the personal liability of
partners.

185 holders of record of Rubicon’s common stock, including
broker-dealers and clearing firms holding shares on behalf of their clients,
each of which was counted as a single stockholder.

For purposes of establishing our eligibility to suspend our duty to
file periodic reports pursuant to Rule 12h-3, we applied the special
counting method promulgated in Rule12g5-1, as interpreted in
interpretation M.30 in the July 1997 Telephone Interpretations
Manual.  More specifically, we first
counted the number of holders of record on the stockholders list from our
transfer agent, excluding Cede & Co.
We then obtained a Security Position Report from the Depository Trust
Company and counted the number of brokerage accounts for which the securities
were held, treating each such account as a single record holder, and added this
number to the number of other holders of record, which total was 282 holders of
record as of April 21, 2005.

2.              Notwithstanding the
fact that Boston Scientific did not check the box on its Schedule TO to
signify that this transaction is not subject to Rule 13e-3, please
provide a brief legal analysis in support of Boston Scientific’s apparent
conclusion that the tender offer for any and all of the outstanding shares of
common stock of Rubicon is not a step in a series of transactions designed to
take Rubicon private within the meaning of Rule 13e-3.  This discussion should specifically address
any and all of Boston Scientific’s earlier purchases of Rubicon common stock.

This transaction is not a “Rule 13e-3 transaction” as that
term is defined in Rule 13e-3(a)(3), which states, in part, that “A ‘Rule 13-3
transaction’ is any transaction or series of transactions. . .  which has either a reasonable likelihood or a
purpose of producing, either directly or indirectly, any of the effects
described in paragraph (a)(3)(ii) of this section; . . . “

The effects referred to in paragraph (a)(3)(ii) are:

(A)          Causing
any class of equity securities of the issuer which is subject to section 12(g) or
section 15(d) of the Act to be held of record by less than 300
persons; or

(B)            Causing
any class of equity securities of the issuer which is either listed on a
national securities exchange or authorized to be quoted in an inter-dealer
quotation system of a registered national securities association to be neither
listed on any national securities exchange nor authorized to be quoted on an
inter-dealer quotation system of any registered national securities
association.

Rubicon had no class of equity securities that were held of record by
300 or more persons; while Rubicon files periodic reports with the Commission,
it does so voluntarily.  Accordingly,
this transaction cannot cause any class of equity securities of the issuer to
be held of record by less than 300 persons.
Prior to this transaction, Rubicon’s common

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stock was quoted on the OTC Bulletin Board, but was not listed on any
national securities exchange or the NASD National Market System.  We had a conversation with another member of
the Staff, Michael Pressman, Esq., on April 18, 2005 during which Mr. Pressman
confirmed that  the OTC Bulletin Board
was not an inter-dealer quotation system of any registered national securities
association.  The policy underlying Rule 13e-3
is that security holders should receive certain additional information in
connection with a transaction that either may result in shareholders losing the
liquidity provided by a national exchange or the NASDAQ National Market System
or allowing the issuer to de-register or suspend its duty to file periodic
reports under the Securities Exchange Act of 1934 (the “1934 Act”).  The policy considerations are not present
here because that liquidity is not currently available, and Rubicon was
eligible for suspension of its duty to file periodic reports even in the
absence of a transaction.  Accordingly,
this transaction is not a “Rule 13e-3 transaction” because it will
have neither of the effects specified in Rule 13e-3(a)(3)(ii).

3.              Because Boston
Scientific is not making the tender offer exclusively on behalf of Rubicon, the
offer appears to be subject to Regulation 14D and not Rule 13e-4.  Boston Scientific should file an amendment to
the Schedule TO using the EDGAR header tag TO-T/A, assuming that this
offer is required to be filed pursuant to Section 14(d).  If a TO-T/A is required, include all
disclosures required by that schedule not previously included in the
initial Schedule TO filing and designate the filing as a third-party
tender offer.  In addition, Rubicon
should file a Schedule 14D-9.
While we recognize that Boston Scientific may have made the filing under
cover of Schedule TO-I based on its reading of Rule 13e-4,
please note Boston Scientific, as a third party affiliate of Rubicon, is
ineligible to make an issuer tender offer as defined in Rule 13e-4
unless it is a 100%-owned subsidiary or affiliate of Rubicon.

It is our opinion that this transaction is not subject to Regulation
14D.  Section 14(d)(1) promulgated
under the 1934 Act states in relevant part that “It shall be unlawful for any
person . . . to make a tender offer for . . . any class of any equity security
which is registered pursuant to section 12 of this title. . .”  Rubicon’s common stock is not registered
pursuant to section 12 of the 1934 Act; instead, the issuer voluntarily
files periodic reports pursuant to section 15(d).  Therefore, Regulation 14D does not apply to
this transaction.

While this transaction is not subject to Regulation 14D, Rule 13e-4
explicitly contemplates that issuers that file periodic reports pursuant to section 15(d) are
subject to its applicability.  Rubicon is
an “issuer” as that term is defined in Rule 13e-4(a)(1), which states,
in part, that “[t]he term ‘issuer’ means any issuer which . . . is required to
file periodic reports pursuant to section 15(d). . .”  In our earlier conversations with Mr. Pressman,
he stated that the Staff takes the view that an issuer that files periodic
reports pursuant to section 15(d) on a voluntary basis would be
deemed to be “required” to file periodic reports.  Under this interpretation, the criteria for
applicability of Rule 13e-4

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could apply to our transaction while the criteria for applicability of section 14(d)(1) do
not.

4.              We note that in
addition to the cash that will be paid to security holders promptly after the
expiration of this offer, security holders will have the right to receive
additional payments in the aggregate of up to $1.44 per share.  Please advise of the basis for your belief
that these contingent payment rights may be issued without registration under
the Securities Act or qualification under the Trust Indenture Act of 1939.  To the extent that your analysis relies on
Commission releases or no-action letters, please advise.

The Staff has consistently taken the position that the right of
shareholders of an acquired company to receive contingent payments pursuant to
an acquisition transaction is not a security requiring registration under the
Securities Act of 1933 (the “1933 Act”) or qualification under the Trust
Indenture Act of 1939 (the “1939 Act”) where those rights meet certain well
established criteria.  A no action letter
from the Staff dated April 28, 1989 in respect of Genentech Clinical
Partners III (the “Genentech Letter”), a copy of which is attached hereto for
your convenience, illustrates the application of those criteria to facts that
are very similar to those presented here.
In the Genentech transaction, the Staff agreed not to recommend
enforcement action if the certain contingent payment rights were not registered
under the 1933 Act or qualified under the 1939 Act..

In the Genentech Letter, Genentech set forth the “well-defined set of
criteria for identifying contingent payment rights that are not required to be
registered under the Securities Act” as follows:

1.               the
contingent payment rights are an integral part of the consideration to be paid
in the acquisition,

2.               the
contingent payment rights do not represent any ownership or equity interest,

3.               the
contingent payment rights are not transferable or assignable except by will,
the laws of intestacy or by other operation of law,

4.               the
contingent payment rights are not be represented by any certificate or
instrument,

5.               the
holders of the contingent payment rights have no rights of stockholders such as
voting rights or dividend rights,

6.               the
contingent payment rights do not guarantee any minimum payment or sum certain
and bear no stated rate of interest and

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7.               Any
amount ultimately paid to the holders of the contingent payment rights will not
depend upon the operating results of the surviving entity.

In the transaction that was the subject of the Genentech Letter, the
contingent payment rights were based on a percentage of net revenues received
by Genentech from sales of products containing tumor necrosis factor-alpha (“TNF”)
for human pharmaceutical use in the United States, payable for a ten-year
period commencing with the date of the first receipt by Genentech of revenues
from the commercial sale in the United States of a product containing TNF.

The contingent payment rights in our transaction are analogous to those
in the Genentech Letter.  Similar to the
contingent payment rights in the Genentech Letter, in our transaction, the
transaction agreement generally provides for additional payments based on assets
whose value is difficult to establish at this time.  In our transaction, the contingent payment
rights are based upon the achievement of three milestones:  one milestone relating to FDA approval of an
embolic protection filter or another qualifying similar device (the “Filter”)
and two milestones relating to the achievement of two separate dollar
thresholds of net sales of the Filter during a period of 12 or fewer
consecutive months within the first five years following FDA approval.

It is our opinion that the contingent payment rights are not required
to be registered under the 1933 Act because they satisfy all of the criteria in
the Genentech Letter and other no-action letters.  See, e.g., Minnesota Mining and Manufacturing
Company (October 13, 1988), Essex Communications Corp. (June 28, 1988),
Slater Development Corp. (May 9, 1988), CMC Real Estate Corporation (March 21,
1987) and Star Supermarkets, Inc. (December 22, 1982).  The contingent payment rights are an integral
part of the consideration to be paid in the acquisition.  As in the Genentech Letter, there is
significant uncertainty regarding the value of the Filter technology.  If FDA approval is not obtained, its value is
substantially limited.  The contingent
payment rights do not represent any ownership or equity interest, because the
holders of the rights have only a right to receive the specified contingent
payments if and when the performance criteria with respect to the Filter are
met and have no other claims or powers on or over Rubicon or any other entity.  The contingent payment rights are not
transferable or assignable.  The
contingent payment rights are not represented by any certificate or
instrument.  The holders of the
contingent payment rights have no rights of stockholders such as voting rights
or dividend rights.  The contingent
payment rights do not guarantee any minimum payment or sum certain and bear no
stated rate of interest.  Any amount
ultimately paid to the holders of the contingent payment rights will not depend
upon the operating results of the surviving entity; there is no necessary
correlation between the success or failure of Rubicon’s operations and the
amount of the contingent payment rights.
The amount of the contingent payment rights depends solely upon FDA
approval and the net sales of the Filter.

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The contingent payment rights do not need to be qualified under the
1939 Act because, in line with the foregoing analysis, they are not securities
subject to the 1939 Act’s requirements.

Section 304(a) (1) of the 1939 Act limits the 1939 Act’s
coverage to:

“(A) A note, bond, debenture or evidence of indebtedness whether
or not secured, or

(B) A certificate of interest or participation in any such note,
bond, debenture or       evidence
of indebtedness or

(C) A temporary certificate for or guarantee of any such note,
bond, debenture, evidence of indebtedness or certificate.”

The contingent payment rights are contingent rights to receive payment.
There is no guarantee that any payments will be made at all, and if payments
are made, there is no way of accurately predicting the amount of the
payments.  The contingent payment rights
will not be represented by any certificate, will not be interest-bearing and
will not be either a note, bond, debenture or evidence of indebtedness as such
terms are generally understood.

5.              Please advise of the
basis for your belief that the additional payment satisfies the prompt payment rule set
forth by Rule 14e-1(c).

It is our opinion that the Additional Payments satisfy the prompt payment
rule set forth by Rule 14e-1(c).  The component of “consideration” represented
by the Additional Payments will in fact be paid in compliance with the prompt
payment rule, because the consideration is not the cash itself that might be
paid in the future, but instead the right to receive the Additional Payments in
cash if and only if certain milestones are achieved. Tendering shareholders
will obtain the right to receive the Additional Payments precisely at the same
time as the cash component of the consideration is paid to the stockholder in
compliance with Rule 14e-1(c