UNI‘JERSETY PHYSICIANS
`U " "shy of Missouri Health Sciences Center
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`3::Elllcl‘4aney Hall
`DcO'ISciDO-One Hospital Drive
`Columbia. Missouri 65212
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`DIVISION
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`_ 0':
`'- CARDIOLOGY
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`if you do not receive all the pages. please cal (57 3) 882-2296
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`Division of Cardiology fax number
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`(573) 884-7743
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`NORRED EXHIBIT 2017 - Page 1
`Medtronic, Inc., Medtronic Vascular, lnc.,
`& Medtronic Corevalve, LLC
`
`v. Troy R. Norred, M.D.
`Case |PR2014-00110
`
`

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`Jul-ZB-DU 02:10pm
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`Frcm~GUlDANT COMPASS
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`5504705434
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`T-SBI
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`[7.02/03
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`F-QDZ
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`MUTUAL CONFIDENTIALITY AGREEMENT
`
`This Agreement sets forth the terms pursuant to which Dr. Troy Norred and GUIDANT
`CORPORATION and any subsidiaries, divisions and affiliates ("Guidant") will provide each other
`with certain information On percutaneous heart valves in consideration of a possible transaction
`between the parties. The information to be provided relates to medical devices or procedures and
`the application of this information to a possible transaction between the parties. It is centernplated
`that during the course of this effort information will be disclosed that Dr. Troy Norred and Guidant
`each consider to be proprietary and confidential ("Confidential Information").
`
`Each party will maintain in confidence all Confidential Information disclosed to it by the other
`party. Neither party will disclose such Confidential Information to any third person without
`express written permission from the other party.
`
`The Confidential Information disclosed will be used solely for the purpose of evaluating a possible
`transaction between Dr. Troy Norred and Guidant. Each party will restrict transmission of such
`Confidential Information to those directors, officers, employees, advisors and representatives of
`advisors who need to know such Confidential Information for the purpose of evaluating any such
`possible transaction and will inform such persons of the confidential nature of the Confidential
`Information.
`
`The mutual obligations of confidentiality and non—use will expire five (5) years from the date of this
`Ageement, and will not apply to Confidential Information that:
`
`(a)
`
`(b)
`
`(0)
`
`(d)
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`Was known to the public or to the receiving party prior to disclosure;
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`becomes known to the public through no breach of this Confidentiality Agreement
`by the receiving party;
`
`is disclosed to the receiving party by a third person having a legal right to make
`such disclosure;
`
`is required to be disclosed in compliance with a governmental regulation, provided
`that the receiving party shall norify the disclosing party in advance of any such
`disclosure, if feasible; or
`
`(e)
`
`is developed independently of the information provided by the disclosing party.
`
`All information the disclosing party deems confidential and proprietary and subject to this
`Agreement will be marked by the disclosing party as "Confidential". Oral information disclosed
`shall be reduced to writing by the disclosing party, marked "Confidential", and delivered to the
`receiving party within 10 days of disclosure.
`
`JUL-28~2888
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`163 13
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`6584786434
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`P. 82
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`NORRED EXHIBIT 2017 - Page 2
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`

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`Jul—ZE-UU 02:10pm
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`From~GU|DANT COMPASS
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`6504706434
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`T-SEl
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`PUB/03
`
`F~902
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`In the event that Guidant and Dr. Troy Norred decide not to proceed with any transaction which is
`the subject of this Agreement, the receiving party will promptly, upon the disclosing party's written
`request: (i) return to the disclosing party all written material disclosed by the disclosing party
`subject to this Agreement; and (ii) destroy or send to the disclosing party all documents,
`memoranda, notes and Other writings prepared by the receiving party based on Confidential
`Information disclosed by the disclosing party subject to this Agreement. The receiving party will
`not retain cepies, extracts or Other reproductions in whole or in part ofthe materials referred to in (i)
`and (ii), except that one complete set may be retained in the legal files of the receiving party.
`
`Neither party will publicize the existence of discussions between the parties or the terms of this
`Agreement without express written permission from the other.
`
`This Agreement may be executed in separate counter parts, and by facsimile, each of which will
`be deemed an original, and when executed separately or together, will constitute a single original
`instrument, effective in the same manner as if the parties had executed one and the Same
`instrument.
`'
`
`Agreed to effective as of Oil if‘53
`
`, 2000.
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`
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`DET‘TRQY NORRBD
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`GUIDANT CORPORA’RlON
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`we
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`9
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`NAME (PRINT)'
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`TITLE:
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`JUL—28-2BZB 161 13
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`6584786434
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`P. 213
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`NORRED EXHIBIT 2017 - Page 3
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`

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