`Medtronic, Inc., Medtronic Vascular, Inc.,
`& Medtronic Corevalve, LLC
`v. Troy R. Norred, M.D.
`Case IPR2014-00395
`
`
`
`Jul-28-DU 02:10pm
`
`From-GUIDANT COMPASS
`
`5504705434
`
`T-581
`
`P.02/U3
`
`F-902
`
`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 contemplated
`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 fiom the date of this
`Ageetnent, and will not apply to Confidential Information that:
`
`(a)
`
`(b)
`
`(c)
`
`(d)
`
`Was lcnown to the public or to the receiving party prior to disclosure;
`
`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 notify 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.-2B-2888
`
`163 13
`
`6584786434
`
`P. 82
`
`NORRED EXHIBIT 2217 - Page 2
`NORRED EXH|B|'l' 2217 - Page 2
`
`
`
`Jul-28-DU 02:10pm
`
`From-GUIDANT COMPASS
`
`5504705434
`
`T-581
`
`P.U3/D3
`
`F~9U2
`
`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 copies, 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.
`4
`
`Agreed to effecfive as of
`
`$6
`
`, 2000.
`
`
`
`
`
`IJETTRQX NORRED
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`\
`
`
`
`
`GUIDANT CORPORATQON
`
`we
`
`9
`
`
`NAME (PRINT)'
`
`TITLE:
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`JUL-28-221218
`
`163 13
`
`6584786434
`
`P. 83
`
`NORRED EXHIBIT 2217 - Page 3
`NORRED EXHIBIT 2217 - Page 3
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`NORRED EXHIBIT 2217 - Page 4
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