Medtronic Contract Erasmus

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‘SERVICES AGREEMENT

This services agreement (the "Agreement) te entered into from the Effective Dete until the
Termination Date, unless terminated earlier as. provided in this Agreement, by and betweed
Medtronic and Consutant as pected in te folowing Contract Detals. Tis agreement supersedes ll
previous contrac between parties,

14 January 2014

This Agreement shall remain effective for 24 months after Effective Date,

‘Consultant Details

esditronic Vascular ine, © company having Is prinapal place of business |
at 3576 Unocal Place, Santa Rosa, California, 95403, United States of
‘America ("Medtroni

Description of
Services

2

»

‘CONSULTANCY DUTIES

sciatt a iana nc o>
aii

‘Advise Medtronic on the matical applications for aa|

URI products developed by Mectronc ond assess the medial
benefits thereof,

le

Participate at meting of Medtronic's Publication Commitee.

Reviewing proposals for abstracts and menuscripts, provicing
<dreqton to ensure they have sdentiic ment and are aligned with the
Dubliaton strategy.

Provide period: review of inca trial schedules to ensure that,
appropiate, any avallsle tril data e submitted and presented to the
‘ast appropriate auclence and venue to meét the leering needs of
‘hyscione and other health care proviers.

‘Be avalable for consultation by physicians and Medtronic personnel,
txther by telephone or personally, on the following topics related to
the fed of expertise:

Analysis and evaluation of products by ther manufacturers currently
avaleble in te market and evaluation of new products, concepts
and treatments inthe market

Review status of publications and podlum presentations, provide
ttrection and discuss stratecy

‘Scent meetings
2) Sclentfe publications
2) Gina its

Lectures

Dy
erapies

EDUCATION AND TRAINING DUTIES

8. Attend and make presentations on at medical meetings/eongresses
organized by Medtronic or professional societies and lave
Pbitcations for consideration at such meetings/congresses.

|». conduc Tanne Seasons on EMeeices Devices") at
|” codons agreed upon boven oometentts Neda or

Byars tenis ond nurses. ATraring Season shal nce
fiotowng

8) Active partispation by the cnsultant Inthe performance ofthe
‘Trainings

») Discussion and explanation bythe consultant ofthe characteristics
and crucal aspects ofthe devices and the prevention and/or
‘veetment of complications arising therefrom; and

Discussion oftopics relevant to the devices, such as but not limited to
patient selection, cases studes, patent pre-, ntra- and post-
‘operstive management and complication management

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pony

11. Make presentations on neal data at medical meetingscongresses. |
‘rgnize by Medtronic or professional sete

PROCTORING DUTIES

12, Conduct Proctoring Sessions at medical Institutions of physicians
selected by Medtronic who are. performing Device Implant
Procedures. A Proctoring Session shall Include the following

1m compliance with the rules and regulations of the medical institution

where the Proctoring Session is conducted, take the necessary steps

‘concerning all aspects of the planned vist;

9) Observe physiian(s) curing the implant of the Device;

) Evaluate the physician(s) to ensure that the following skis ace
demonstrated and verbally advise te pnysician(s) to Use the following
‘sale:

‘Appropriate patient selection, appropriate selection of Device,
‘appropriate implant technique, appropriate hancling of the Device,
recognition of special clinical conditions; Device damage; inadequate

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| Device support end need for Device reteval

Consultant's Proctoring duties do not Include providing “hands on”
feistance during. the operation as a normal’ proctoring function.
CConsuitant may decide to’ do so In particular circumstances based on
Fisfher independent medical judgment and _ ethical/professional
responsibities e.g. In a medical emergency, but this is solely Consultants
<decsion and responsibilty

‘Consultant agrees that his presentation will not indude the promotion of off
label uses ‘of Medtronic products. Consuitant wil limit ary speech or
Dresentabons provided under this Agreement to FDA or other epplcable
Pegulatory authorky approved uses of Medtronic. products. All materls
Intended for presentation in connection with the above-mentioned actives,
‘uch as slde'sas er hand outs, must be on approved indications oly.

“The foregoing activites shall be reviewed from time to time by the parties
‘and may be modified by ter mutual agreement.

of us VAT if applicable, per each day of atleast 8 hours of
Services performed under ths Agreement (Including preparation time).
Poril days (Le, less than 8 hours) shall be pro-rated

For Services performed at Consultant's site, which were previcusly
scheduled, Consultant agrees to an incremental time (payment per hour)
{or Services rendered, For clarity purposes, Medtronic wil not pay for the
{ume to perform the aiready scheduled procedure, but wll pay for the time
‘pent prepaing and explaining the procedure to others.

Compensation for

Simba
“The Consultant wil be compensated forthe delivery ofthe aforementioned
Tvs with oly fo booed on te a marta vale and te sca

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Medtronic and Consultant intend to cooperate as provided in the Description of Services (hereinafter
the “Services”, and therefore agree ae follows:

4. SERVICES

1.1 Medtronic Entity Requesting Services. Consultant's services may be requested by
Medtronic, er by an Affilate by use of an Affilate Work Order as set forth in Attachment C.
‘The terms of this Agreement (also referred to as Reference Agreement) apply In all respects
to an Affliate Work Order, including the compensation amounts, Invoring process, ond
services requirements. If Consultant and the Alia propose diferent types of acutis or
‘compensation from those sated in this Agreement, the parties will first agree to and sign an
“Ampendment to this Agreement,

1.2 Types of Services. Upon sdvance request of Medtronic, Consultant shall perform the
Services as described in the Contract Detalls, csistent with the terms ofthis Agreement
‘There is ne guarentee of a minimum amount of work under this Agreement

1.3 Invoices and Reports. Generally within 30 days after performing the Services, however,
‘atthe latest within 30 days after termination ofthis Agreement, Consultant should submit
written itemized invoice to Medtronic using the invoice template attache as Aitaimment A,
Including any adationalinfecmation as required Under local tax laws. Constant wil subi
reports on the Services as raqueste by Medtroni

2. COMPENSATION

2.1 Compensation for Services. Medtronic shall pay Consultant at the address listed in the
Contract Details In full and exclusive. compensation forthe ‘Services performed under this
Agreement and for the assignment of Intellectual Property (as that term Is defined Below)
the Compensation specified in the Contract Detail

Payment is conditioned upon Medtronic’s reasonable acceptance of the Services and timely
receipt end approval of an iemized Invoice and report. Payment of compensation wil Be
‘made within thcty (30) days of receipt of the Itemized invoice from Consultant by. bank
transfer to Consuttani’s bank account as specified In the Contract Detals,

2.2 Expenses, itis agreed that Medtronic Is primary responsible to book and pay for any
reasonable travel or accommodation arrangements relating fo Consutants actvives under
this Agreement. Only on an exceptional basis, snd provided Madtronic’s prior consent Wes
‘btained, shall Medtronic directly pay or reimburse Consultant's reesonable and necessary
‘expenses actualy incurred by Consultant’ In providing the Services consistent wit
Medtronics Relmbursement Polley ttached as Attachment.

23. Nature of Assignment and Taxes. Unless expresly stated otherwise in this Agreement,
Compensation is incisive of any value added tax, goods or service tax. Consutant ls solely
responsible for payment of all taxes and fees of any nature whatsoever assoclated wit!
payment for Services under this Agreement. If required under local laws, Consultant agrees
‘that Medtronic may withhold loal income taxes to comply with national tex regulations,

2.4 Fair Market Value; No Inducement. The parties agree thatthe payments hereunder: (0)
are consistent with the fal market value of the Services and (b) have not Been determined
In @ manner that takes Into account the volume or value of any referrals or busmness
otherwise generstes or anticipated between the parties. Nothing ontalned. In. this
‘Agreement sholl be construed in any manner 8s an obligation or inducement for Consultant
te purchase, order, préscnbe, or recommend ary Medtroni products,

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3. CONFIDENTIALITY

3.1 Definition of Confidential Information. “Confidential Information” means any
Information or tangible tem that:

‘3-40 ls geared by Consultant om Matron any Afat hat:
Is Wdentifed as confidential at the time of disclosure or within @ reasonable time

|, 16 non-public information such as that relating to médical devices or therapies;
research of developmental work; specications or engineefing Information; business
plans such as financial, marketing or sales Information; or computer” code,
Information oF documentation; or

'W.Concutant has 2 reasonable basis to believe I Is confidential;

3.1.2 relates to Intellectual Property; or
1.3 arises trom or relates to the Services.

3.2 Disclosure and Non-Use of Confidential Information. Consultant shall not disclose
CConfidetia! information and shall safeguard Confidential Information Using reasonable care
and as Consultant would safeguard Consultants own confidential Information. Consultant
‘may only use Confidential Information as necessary for performing the Services Under this
‘Agreement and may not publish or present Confidential Information without the. prior
wntten approval of Medtronic. Consutart shall immediately natty Medtronic # Confidential
Information was, or may have been, accessed, disclosed, lost or otherwise Used ot in
‘2ccordance with this Agreement. “Any dscosure of Confidertial Information by Consukant ‘0
Consultan’: employee, agert, oF representative (collectively, "Consulants Associate") shall
be only to an individual who has a need to know Confidential Information forthe purposes of
‘this Agreement and is obliged to comply with the terms ofthis Agreement.

3.3. Ownership of Confidential Information. Medtronic shall retain all ght, tle and
Interest in and to fs Cofidertial Information. Nelther this Agreement, nor any daclosure of
Confidential Information, shall be deemed to imply or grant Consultant any lense, interest
In or other intellectual property rights In Confidential Information.

3a

Legally Required Disclosure of Confidential Information. In the event that, on the
advice of legal counsel, Consuitant is compelied by law to discose Confidential Information,
Consultant shall notify Medtronic promptly and shall take every reasonable action to ensure
‘protection ofthe disclosed Confidential Information tothe extent allowable by law.

3.5 Return or Destruction of Confidential Information. Consultant may not copy or
duplicate any materials containing Confidential Information except as necessary to perform the
‘Services. Consultant shall return all materials containing Confidential Tafrmation at the
termination of this Agreement or ypon Medtronic request, provided that Consultant may
‘tain a copy if legalyreauled

Personal Data of third parties. Consultant shall ensure that any personal data, in
particular relating to the health conditions of patients, le protected as required by law, it
Particular all applicable data protection laws and regulations; that any necessary consents
for provision of such data and Its transfer to Medtronic and its Affllates and to any other
third parties are obtained; and that patient information data provided to Medtronic and ts
Affliates shall ot contain any identitying characteristic.

3.7 Personal Data of Consultant. Consutant agrees that Medtronic and its Affliates may for
the purpose of administering Medtronic’ comnmerdal relationship wth Consukant process
Consultant's contract and administrative Information, Including persona dete (Le, nome,
‘address, CV, etc). Consultant further agrees that such Information may be provided to.
Medtronic Afilates, Including In the United States, and to any appropriate regulatory
authorty, consistent with Medtronic's obligations to same.

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Medtronic may dlscose all information relating to this Agreement to the extent required

INTELLECTUAL PROPERTY

‘Assignment. Consultant hereby assigns and shall assign to Medtronic any inventions,
proprietary Information, data, software, works of authorship, improvernens, er suggestions,
‘whether or not patentable o copyrightable, conceived, created, adapted, oF developed by oF
{for Consultant, whether made sione or In conjunction with others, ising rom or Plating to
the Services or derived from Confidential Information (intellachl Property"). Any Work of
authorship created, adapted, or developed by or for Consutant under the terms of this
‘Agreement, whether or not copyrightable and whether or not Confidential Information Is used,
are deemed Medtronic property

Consultant Information. Concepts, Information, and inventions. (*Consuitant
Information") made by or belonging to Consuftane other than Intellectual Property (as
defined above) shall remain the property of Consultant and. shall not be disclosed to
Medtronic ors Afiiates in the absence of a separate agreement specincally pertaining ©
Such disclosure. All Consultant Information disclosed by Cansvlant in the absence of Such
‘areement may be used by Medtronic and its Affliates withoue compensation Consuant

Consultant Assistance. Consutent agrees to Immediately disciose to Medtronic all
Intelectual Property. Consultant futher agrees to promptly render such assistance 8s
Medtronic ors Afilates may reasonably require and request in ts sole discretion, ato cast
{to Consultan, for such assistance during the Term of ths Agreement and thereafter: (2) to
perfect all asionments; (0) to help Medtronic or the applicable Affilate ful the formal
equirements of any patent and copyright ofie; or) In tigation.

[No Encumbrances. Consultant represents and warrants that Coneularit hes and shall have
ful right to assign the Intellectual Property, free fom all aims, lens, securty interest, oF
ther encumbrances.

License. shoud applicable law preclude Medtronics ownership of any Intellectual Property,
CConsuten hereby grats to Medtronic adits Affilates an unite, perpetis, worldwide, and
royalty-free license to make, have made, use, se, offer forsale, impor, export, lease, donate,
reprodce, publish, distribute, create derivative works of, and’ modify procucts, methods, of
‘services incorporating such intelectual Property.

trademark, trade name, service mark, or any contraction, abbreviation er edoptation net,
‘or the name of staff, in any news or publcty release, policy recommendation, advertising, of
‘ay other commercial communication without the express prior writen approval ofthe other
party.

REPRESENTATIONS

‘Authorization and Notification. Consultant represents snd agrees that:

‘5.11 Consultant has ful ight aid authority to enter into this Agreement under any let,
regulation or policy applicable to Consultant (Including, where Consultant son

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Individual, the Interna rules of any medical Institution where Consultant practices oF
Is employed);

‘5.1.2 Consuitant shall provide writen notice to Consultant's hospital administration,
‘Supervisor or other locally designated competent authority of the purpose and scope
“of tis Apreernent as appropriate before executing this Agreement;

15.1.3 Consultant shall secure ony and all necessary authorizations ftom any medial
{notions where the Services are to be performed in whole arin part anc

5.1.4 Consultant has no obligations or agreements currently and represents that it will nt
‘Enter into any obligations or agreaments during the term of this Agreement yihich
Sre inconsistent or n confics withthe execution ofthis Agreement or performance of
the Services:

‘Compliance Certification. The parties agrze that this Agreement, Including the provision
Sr Services, and request for and payment oF compensation end reimbursement, shall be
Dectormed in sccordence wth applicable law, regulation and any policy, incuding the
DStces of any organization with which Consultant ls assoclted,

Required Disclosures. Consuitant agrees to make complete end accurate disclosures of
{his fnoncalrelationchip and engagement as required for eny scintic medical pubiations
or presentations, Also, Corsuart will make any, Necessary dscosure regarding the
Snferee of ths Agreement to any relevant professional assocetion, industry body,
‘uthartty or institution.

5.4 No Competing Activities, Conflict of Interest. The perties acknowledge that

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‘Concunare may perform services forthe benefit of thir parties, or for Cansuant’s own,
Senent, outside Services") In subject areas that may also fall within the scope of
Berets fo be performed by Consutent on behalf of Medtronic under this Agreement,
‘Fhe parties further acknowiedge the possiblity that certain Outside Services may create
1 conflict of interest with some Services covered under this Agreement. This Agreement
fot intended to prohibit al such contcs of Interest, however, Consultant must advise

NSording activity in'e subject area covered, or potemtaly covered, by both Outside
‘Bieler and Services Consultant Is asked to perform under this Agreement’s Research
Std ‘Development. Sesvoes, Advisory Board Services, and Consulting Services. | If
Moctronle Gecermines, ints sole discretion, that such potential conflict of interest exists,
the paces shall agres how best to proceed with the Services In regard to the potentially
Confiting subject area otal, to avold or rltigate such confit of interest. Consultant
‘Shall not perform Services In contravention of thelr obligations fo third parties

No Promotion of Unapproved Uses. Medtronic does not pay third parties to promote
SSappreved uses on its bevat, and Consultant agrees to refrain from prematng
Uses while performing the Services.

Continuing Compliance. Consultant hall remain in compliance with the above
Sone and agreements and shall prompty inform Medtronic f Consultant is no
Tanger able to comply.

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6. TERM AND TERMINATION

6:1 Termination. Either party may terminate this Agreement without cause upon thirty (30)
«days prior written notice tothe other party or with cause immediately upon weten novice.

6.2 Effect of Termination. In the event of an early termination of this Agreement for any
‘eason, Medtronic shall pay for any Services provided and. Consultant shall provide. all
Seliverables for Services performed up to that date, and all work under Affilate Work Orders
entered into before the termination date

‘6.35urvivability, The Confidentiality, intellectual Property, Representations, Indemnification, and
Miscellaneous sections of this Agreement shall survive the expiration or termination of tis
Agreement.

16.3.1. For the representations and Indemnification: For the avoidance of doubt, parties coafirm that
the representations and Indemnification clause survive the agreement for as long ax possible
<daims based upon these clauses do net reach the statute of fintatons,

6.3.2 For confidentiality, Intellectual Property: For the avoidance of doubt, parties confirm that the
‘bigations contained in the confidertalty and Intellectual property clauses, are iited to
‘confidential information exchanged under this Agreement, ane intellectual property related £0
{the Services performed under this Agreement of based upon conidentisl formation shored
th Consultane under this Agreement,

7. MEDICAL DECISION-MAKING; LIABILITY

7-4 Medical Decision-Making. Consultant shall perform the Services In accordance with the
highest stendards of the medica! profession and Medtronic’ instructions, Where applicable,
any medi! decisions shall be: made by Consutant in secordance with Consultant's
Professional medical judgment.

7.2 Indemnification. Consultant shall be lable for his/her own negligence and mistakes while
Berforming the Services and shal indemnity and hold harmiess Mectronic, Its directors,
officers, employees, agents and representatives, rom all dams and proceedings (Including
Feasonable attorney fees) brought by any thfd party against Medtronic and. any of is
Affliates arsing out of and to the extent caused by Consultant’ negligence or mistake

Insurance Coverage. Consultant ls advised to take all necessary steps to cover his/her
lability arising from the performance of the Services and to ensure that he/she has the
‘propriate insurance. On request of Medtronic, Consultant. wil provide evidence. of
coverage

8. MISCELLANEOUS

‘8:1 Independent Contractor; No Authority to Bind. Consultant shall be deemed to be &n
Independent contractor for all purposes. and. shall not be considered ea, agent,
‘representative or employee of Medtronic for any purpose. Except as explicitly permitted
this Agreement, Consultant may not incur acy lability on Medtronkes behalf or bind
Medtronic to any obligations without the prior written consent of Medtronic.

8.2 Entire Agreement. This Agreement, including the Contract Details, and any attachments,
‘constiutes the entire contract or understanding between the parties related to the subject
‘matter ofthis Agreement, No amendments, changes, extensions or modifications to this
‘Agreement shall be valid and binding unless done In wrting and signed.

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(Counterparts. Ths Agreement may be signed In one or more counterpart copies.

Governing Law. This Agreement shall be canstrued and Interpreted under and in
accordance with the substantive laws of the Home Country as specified in the Contract
Details. The competent courts of the Heme Country shall have exclusive jurisdiction over
any disputes ersing out of this Agreement which cannot be solved amicably between the
patties.

Language. The official text of this Agreement shall bein the English language, which shat!
bbe the sole governing language In the event the partes sign or execite a version of this
‘Agreement in another language.

Affiliates. “Affiiste” means Medtronic, Inc, a Minnesota, USA company, and all entiies
‘owned by Medtronic, Inc. or by an entity in which Medtronic, Inc. has a direct or indirect
‘nmership interest of at least S036. Mactronic has the right, nits sole discretion, to perform
any obligations under this Agreement through an Afllate and share or transfer any benefts or
Drotecions arising hereunder amongst Rs AMflates. All references to, Consultant, Induse
‘Consultant Associates, and all corporate. or other entities, including, but not lied t,
‘atlited ents ofeach

Notices, _All_notices, demands, requests, submissions, reports or any. other
‘communications permitted or required to be elven under this Agreement shall be seit tothe
parties atthe adresses indicated on the frst page ofthis Agreement and shall be deemed
to have been validly effected if sant by registered mall to each of the parties et such
‘address,

[No Assignment. Consultant may not assign Consultant's rights or obligations under this
‘Agreement absent express prir written approval rom Medtronic.

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The parties have executed this Agreement through thelr duly-authorized representatives. as
appropriate:

(MEDTRONIC VASCULAR INC

nae el

Slonatures ates

‘CONSULTANT

1. Individual Health Care Professional. y signing here, the health care professional
Tepresents and agrees thatthe services hereunder wil be performed personaly by him or her and
will not be delegated to another individual

Name: Te

IL, Medical Institution / employer
Erasmus Medical Center, Rotiordam An authorized representative of the medial Inttuion shall
sign here to Indicate apreervent

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