Bijlage 19 CONSLITING AGREEMENT This Consulting Agreement (hereinafter "Agreement") ls effective as of the 2! day ol April, 2015 (“Effective Dem”) by end between Edwards Ufesclences SA, having its principal piece of business at Route de l'Etraz 70, 1260 Nyon, Switzerland (herelnafter "Edwards'l anti Docter _ reslding at AMC Hospital, Meibergdreef s in 1105 A2 Amsterdam, The Netherlands iherelnaiter 'Consultmt"). Edwards and Consultant (sometimes referred to herein as "the Parties," or “either" or ‘other Party" respectively) hereby agree and declare as follows: 1- isees.9ililnds The services performed by Consultant for Edwards pursuant to this Agreement shall be deemed to be within the general field of Hemodynamlc Mordtorlng ("Field"). The corsuitlng services (”Services”) shall mean those services to be performed by Consultant for Edwards as outlined in Extth A attached harem. z£nmnsesatbmndlmlslee Edwards shall pay Consultant for the Consultiru Services actually requested iw and provided to Edwards, a daily rate of €1,500 (one-thousand and five hundred Euros) per each full day. ‘The consulting fees do not include value added tax (and any other applicable taxi. Edwards and Consultant agree that the Consulting Services will be performed at the location determined by Edwards, which could be away from the metropolitan area of Consultant's regular piece of bmlness. it is understood and agreed that travel time is not compensated. Only actual travel expense will be compensated. ünsultant shall maintain contemporaneous records of the hours spent providing the Consultiru Services, the preparation time for the Consulting Services. and the amount of reasonable out-of-pocirei expenses that are compliant with Edwards' travel and expense policy, and incurred in providing the Consulting Services pursuant to this Agreement. Every thirty (30) days during the rendltlon of Consulting Services, Consultant shall submit en invoice that inclMes a detailed written report of all Constiting Services provided under this Agreement. An invoice template to be used for this purpose is attached hereto as g_id_ll_lzit_g Each invoice must be wbndttod within 80 days ofthe ond ofthe quarter in which the Consulting Services were provided, and shall list each indeual Consulting Suvice ior which Consulhntlsseeldn; oornpensatlon.thedateeach …ngîervioewasprwidod‚theiemthoitlme spent preparirr; for (where applicable) and proMng each Consulting Service. and any travel and/or out-of-poclret expenses heurred bv Consultant for each Consulting Service (where applicable). Non»th HCP Consulting Agreumrd - m…012015 Included with such invoice, Consultant shall provide to Edwards on a form provided by, or acceptable to, Edwards, a written and certified verification, made onder penalty ol pedury. of the date and place of perfomance of each Consulting Servlm, the length of each Consulting Service, attmùes or participants, and a summary of each Consultlrg Service provided. Such invoice, includìru the certification, must be received by Edwards before payment for the Consultiru Services is made. Edwards shall only reimburse Consultant for any itemized, documented, reasonable, out-ofvpocitet expenses that are compliant with Edwards‘ travel and expense reimbursement limits, attached hereto as &… and reflected on the invoice. Consultant shall not request, and Edwards will not pay lor, expenses not compliant with Edwards' travel and expense limits attached hereto as ä_i_blg. Ali such out—of-pociret exparses shall be billed to Edwards at net cost. No markups will be penrdtted en pass-through er out-ot-poclnet expenses. Ali discounts received by the Consultant wlfl be passed on to Edwards. All orlelrxai recelpts and other supporting documentation shall be attached to the invoices and all dommentation sent to Edwards ATTN: — Strat. & Mktg cc, Edwards Lifesdences, Route de i'Etraz 70, 1260 Nyon, Switzerland. Edwards and Consultant acknowledge and agree that the cernpensatlon to be paid by Edwards to Consultant hereunder represents the fair market value cornpensatìon for the Consulting Services rendered, has not been determined in a manner that takes into account the volume or value of any referrals or business otherwise generated between Edwards and Cortsultant. and shall not obligate Consultant to purchase, use, recommend or arrarsge l‘or the use of Edwards' Mach or those of any organization affiliated with Edwards. There shall be no adjustment to the compensation paid Consultant pursuant to this Ameement based on the presence or absence of any such recommendation or referral by Consultant. Nothing in this Agreement shall be construed in any manner as an obligation or inducement lor Consultant to recommend that any person or entity pcrrcliase Edwards‘ products or the products of any organization affiliated with Edwards. Both parties agree that all payments or reimbursements for or connected with Consulting Services provided by Consxdtant, including payments or reimbursements lor expenses connected to Services provided by Consultant. shall be made solely by Edwards, and that under no circumstances shall arch pawnents er relmbursements be provided to Consultant by Edwards‘ distributors, sales representatives, or agents. All payments end/or relmbursements made by Edwards hueunder com… with the Cornuldn. Services provided by Comulhntwlllonlybe madeintoe benk… dononrlnetedlnConsultant'snemeland/ortheM leulforpawnemlamicupefiunndbyùmúhmdwlruweekdanuevldmcedon Exhian herebo) end loceted in Consultant's country of … residenu. Consultant will be solely responsible for any tax iiabiiities associated with payments made under this Agreement. 3- anecet£ednnnarm Consultant represents that he has the reqrdsite er:pertise‚ ability and legal right to render the Consulthg Services and that he will perform the Consdting Services in en efficient roomer and in accordance with the terms of this Agreement. Cornultant will abide by ail laws, rules and MIN… that apply to the perfomance of the Consulting Services and when on Edwards' premises, will comply with Edwards' policies with respect to conduct of visitors. Consultant is an independent contracter, and shall not be considered an ernpioyee of Edwards. Edwards will not be responsible for Cormrltant's acts while Morning the Consulting Services, whether on Mon Frendz HCP Consulting Agl'eerrierrt - versli22015 Edwards‘ premises or elsewhere, and Consultant will not have the authority to speak for, represent, or obligate Edwards in any way whatsoever. 4. anfidgntiality itis anticipated that Consultant will learn Edward's confidential and/or proprietary information during discussions leading up to this Agreement, and during the course of the Consulting Services performed pursuant to this Agreement. Consultant will keep confidential, and not use, except in connection with the Consulting Services to be provided hereunder, information which is provided to Consultant by Edwards and/or developed by Consultant while performing the Consulting Services, including but not limited to, information concerning Edwards' products, manufacturing processes, customers, product pricing, and technical know-how, unless and until Edwards consents to such disdosure, or unless such information otherwise was previously known by Consultant, as documented by Consultant in writing, or becomes generally available to the public through no fault of Consultant. The obligations of non-use and confidentiality of such information shall survive the termination of this Agreement. Consultant further represents that any and all information disclosed to Edwards, or used for the benefit of Edwards by Consultant does not include any confidential information, proprietary information or trade secret which belongs to others. Consultant will not disclose to others, without Edwards' consent, the fact that he is providing Consulting Services to Edwards. Upon termination of this Agreement, Consultant will return to Edwards by registered post all copies of drawings, specifications, manuals and other printed or reproduced materials (including information stored on machine readable media) provided to Consultant by Edwards or developed by Consultant during the performance of the Consulting Services under this Agreement 5- SEE… Consultant represents that he has advised Edwards in writing prior to the date of signing this Agreement of any relationship with third parties, Including competitors of Edwards, which would present a conflict of interest with the Consulting Services, or which would prevent Consultant from carrying out the terms of this Agreement. Consultant agrees to advise Edwards of any such relationships that arise during the term of this Agreement. Edwards will have the option of terminating this Agreement without further liability to Consultant, upon learning of the occurrence of any of the events set out in this Agreement, with the exception of payment due for any Consulting Services actually rendered under this Agreement Consultant shall have no recourse against Edwards lf termination occurs for reasons contemplated by this Article. 6. Non-Cgmgete Clause Consultant agrees during the term of this Agreement, and for one (1) year after its terrnination date, not to perform any services within the Field of the Agreement er which may utilize any information obtained from Edwards or any information developed during the course of performing the Consulting Services for Non-French HCP Consulting Agreement — vers.022015 Edwards for any other entity, and in particular for any other entity engaged in the development, manufacture, distribution or sales of medical care products or services. 7. insurangg ang indemnificath Consultant agrees to indemnily and hold Edwards harmless for any lniury occurring to any property or person as a result of Consultaan performance of the Consulting Services under this Agreement, provided that the said ln ury does not occur because of gross negligence on the part of Edwards. Consultant shall indemnify Edwards from and against claims, proceedings, damages, costs and expenses which may be brought or made against Edwards or for which Edwards may become responsible by reason of Consultants infringing or being held to have infringed any intellectual property rights in relation to articles, processes and inventions or if Consultant is held to have Infrlnged copyright in any way udratsoever. 8. n ! lDll All copyright protectabie materials developed by Consultant in the course of performing the activities described in this Agreement (the "Protectable Materials“) shall be deemed as works made for hire and shall be the property of Edwards. Consultant hereby assigns and shall assign the Protectable Materials to Edwards and agree to sign and deliver to and shal sign deliver to Edwards arry domments required to complete such assignment. Consultant agrees to the recording by Edwards of his sessions or presentations and further agrees that Edwards may use such recordings in a legal and ethical manner as it deems appr0priate, including making it available as online content en educational websites. in this respect Consultant will have the right to be mentioned as the author of such material while Edwards will be the sole owner of all educational material produced by Consultant pursuant to d1ls agreement. Should applicable law preclude Edwards ownership of the Protectable Materials, Consultant hereby grants and shall grant to Edwards a worldwide, unlimited, perpetual, royalty—free paid—up license to use, reproduce and distribute the Protectable Materials, and agree to sign and deliver to and shall sign and deliver to Edwards any documents required to complete such license. All materials, documents, data, software and information supplied to Consultant by Edwards shall be and remain the sole and exclusive property of Edwards (“Edwards Propertfi. Except as otherwise contemplated by this Agreement, all such Edwards Property, and copies thereof, shall be promptly returned upon Edwards's request, or destroyed. Consultant agrees and does hereby assign to Edwards any and all of Consultant's interest in any inventions or discoveries (which includes all written materials and other works which may be subject to copyright) and all patentable and unpatentable inventions, discoveries, and ideas (including but not limited to any computer software) which are reduced to practice, conceived, or written by Consultant during the term of this Agreement and for ninety (90) days after it expires, and which are based upon any information received from Edwards and/or dewloped as a result of performing the Services for Edwards (herelnafter “Development"i. Consultant agree: to hold all such Devei0pments confidential in accordance with Section 4 of this Agreement. Consultant shall disclose promptly to Edwards such Development and, upon Edwards' request and at Edwards‘ expense, Consultant will assist Edwards, or anyone it designates, in filing and prosecuting patent or copyright applications in any country in the Non-French HCP Consullrng Agreement - vers 021015 —u=o«x.sag .… ._ _ world. Each copyrightabie work, to the extent permitted by law, will be considered a work made for hire and the authorship and copyright of the work shall be in Edwards' name. Consultant will execute al! papers and do all things which may be necessary or advisable, in the opinion of Edwards, to prepare, file, and prosecute such applications and to evidence the assignment in Edwards, or its designee, of all right, title, and interest in and to such Development. Edwards agrees to compensate Consultant for any time Consultant actually spends in response to a specific request for assistance by Edwards under this Section. lf for any reason Consultant’ s interest in such Development is subordinate to another party, or if Consultant's interest in such Development has been released to another party pursuant to a contract or govemmental regulation, Consultant agrees to notify Edwards and take whatever steps Edwards deems necessary to convert or transfer such third party's interest in such Development to Consultant for subsequent transfer to Edwards under the terms of this Agreement. Furthermore, lf for any reason Edwards is unable to obtain Consultant's execution of any paper necessary to prepare, frie and/or prosecute such applications, Consultant hereby appoints Edwards as Consultant's attorney—in—fact exclusively for the purpose of executing any such papers as may be reasonably necessary to prepare, file, and/or prosecute such applicatl0ns. Notwithstanding the foregoing, Developments expresst excludes Consultant's Pre—Existing Materials, and Consultant retains all right, title and interest in and to any and all Pre-Existing Materials. For the purposes of this Agreement, "Pre-Existing Materials” means, in any form or media, any software, tools, algorithms, know—how, ideas, techniques, materials, architecture, methodologies, concepts, trade secrets and other proprietary information, that were owned by Consultant prior to entering into this Agreement. To the extent any Pre-Existing Materials are used in connection with the Services and/or incorporated or contained in any deliverabie provided to Edwards pursuant to this Agreement, Consultant hereby grants Edwards a non-exclusive, irrevocable, perpetual, r0yaity-free, worldwide license to use the Pre-Existing Materials in accordance with this Agreement. This Section shall survive the terminatlon of this Agreement. 9-.leclesuces.teíduattit lf during the term of this Agreement, Consultant discioses any copyrightabie works, inventions, discoveries, or any other patentable or non-patentable ideas to Edwards which were concelved or written outside of the terms of this Agreement, and which are not based upon any information received from Edwards and/or developed as a result of performing the Consulting Services under this Agreement, Edwards will have no liability to Consultant because of its use of such works, lnventions, discoveries or ideas. lf, however, Consultant discloses in writing his ownership of, and intention to register or patent, those copyrightabie works, inventions, discoveries or ideas to Edwards' legal department, then Edwards shall not be free to use any such valid copyright or patent now or hereafter issued thereon to the extent such valid copyright or patent covers Edwards' activities. 10 T n i n This Agreement will commence on the Effective Date and shall continue for a period of twelve (12) months until 22" of April 2016. The Agreement shall automatically terminate upon expiration. 1he Non-French HCP Consulting Agreement — vers.022015 Parties agree that this Agreement may be extended only i:y mutual written agreement. Edwards shall have the right to terminate this Agreement at any time upon giving thirty {30} days' written notice to Consultant. in line event that either Party breaches this Agreement, the other Party will have the ri@t to terminate this Agreement it such breach remains uncured ten (10) days after written notice with details of the breach has been delivered to the other Party. in the event of the actual or threatened breach of any of the terms of … herein, Edwards will have the right to specific perfomance anti lnjunctive relief. Consultant agrees that he shall have no recourse against Edwards, beyond that provided for in Section ; of this Agreement, for Edwards‘ earlier termination of this Agreement. Edwards’ only obligation upon such early terminatlon is to compensate Consultant for any time actually spent by Consultant in providing the Consulting Service under this Agreement and for properly reimbursahie travel expenses. The Parties understand and agree that once notice of termination has been given, by either party, Consultant shall not perform any further wort. even if previoust agreed upon. without Edwards’ prior written consent. 11. No influence The parties understand and agree that neither Consultants provision of the Consulting Services nor its receipt of consideration under this Agreement, shall require, induce, er in any way influence Consultant or any of its Affiliates to promote, recommend or require the use of, any Edwards product reviewed or involved in the provision of the Consulting Services, or any product manufactured, produced or distributed by Edwards. Consultant declares that he has not been convicted of any violation of any law involving fraud, bribery or corruption and that he will comply with all national, EU and/or US-applicabie laws, rules and regulations including those dealing with anti-fraud, anti-bribery, and anti-corruption, including, but not limited to the US Foreign Corrupt Practices Act and the UK Bribery Act. Consultant warrants that his compensation under this Agreement is for “bona fide“ services rendered to Edwards, and that no portion of such compensation will be passed, directly or indirectly, to any third party in any way that could be construed as violating local laws. Comuitant further warrants that he will not make any payments to or l’or the benefit of any government official, health care professional or customer for the purpose of obtaining business or any concession, or for another improper purpose, and he will strictly abide by any applicable national, EU or US laws, including but not limited to, the US Foreign Corrupt Practices Act or the UK BrlberyAct. Consultant further agrees to comply with the ethical standards adopted by the European Confederation of Medical Suppliers Associations (Eucamed), in the Eucomed Code of Ethical Business Practice, which Consultant acknowledge: he has reviewed. 12. 's Em r Non-French HCP Consulting Agreement — ver’le22015 By signing this Agreement. Consultant also confirms that Consultant's administrative body/employer has been Informed about Consultant’s intention to enter into this Agreement and that Comultant's administrative body/employer has agreed to same in writing. 13» H.Qfl££ Edwards is a member of Eucomed and as such, shall maintain appropriate transparancy by requiring that prior written notification is mede to the hospital admirústratlon, en HCP's superior or other locaiiy designated competent authority, disciosing the purpose and scope of the consulting arrangement. 14. Miscellaneous No assignment by Consultant of this Agreement, or any soms due under it, will be binding on Edwards without Edwards' prior written consent. This Agreement supersedes aii prior agreements and understandings between the Parties respecting the subject matter of this Agreement. This Agreement may not be changed or terminated orally by or on behalf of either Party. This Agreement shail be construed according to the laws of Switzerland. The Parties consent to the exclusive Jurisdiction of the courts of Lausanne for all iituatlon‚ which may be brought with respect to the terms of, and the transactions and relationships contempiated by, thB Agreemmt. If any of the provisions of this Agreement are void or unenforoeable, the remaining provisions shall nevertheless be effective, the intention being to carry out this Agreement to the fullest extent possible. For Consultant: Doctor O/(r -0<-_ 70/Î Date Date Non—French HCP Cmsuümg Agreement - m.022015 .Q‘IJIÈL'LA The Consulting Services shall mean those services to be performed by the Consultant for Edwards as outlined below: al bl tl d) ei Act as a medical expert and provide advice to Edwards within the critical care strategy definition. To advise Edwards on clinical aspects of its work related to the development and support of its products, particularly when the use of such products is for critically ili patients or during anesthesie. Collaborate with the R&D team in the development of new physioloäcal monitoring methods and devices. Undertake development research projects and clinical trials as agreed by the parties. Prepare data for publication as appropriate. Prepare and deliver presentations and speeches at either Edwards' internal meetings or national and international conferences and seminars regarcfing topics in the Field at Edwards' specific request. Prepare educational and marketing material in close collaboration with Edwards. Review educational and marketing documents which have been produced by Edwards for clinical accuracy in critically ili patients or in patients undergoing surgery. Concerning the Enhanced Surgical Recovery Working Group the daily rate for your participation will be 1‘000£UR (one-thousand Euros). Non-French HCP Consulting Agreement — vers 02.2015 ameru Travel ancl Meal Limits Non-French HCP$ (other than Belgians) Airiare Train Hotel Maximum Meal Mammums ûnclusive of tax and tip) Economy class ticket First Class EUR ZSG/night inclusive of unless one ticket tax consecutwe leg of flight exceeds 6 Breakfast — EUR 35 hours Lunch — EUR 80 Dinner -— EUR 100 Belgian HCPs Airiare Train Hotel Maximum Meal Maximum; (exclusive of tax and tip) Economy class ticket First Class EUR ZSG/night inclusive of Lunch -— EUR 40 unless one ticket tax consecutive leg of flight exceeds 6 hours Dinner — EUR 80 Ftench HCPs Aïriare Train Hotel Maximum Meal Maximurns (inclusive of tax and tipi Economy class ticket First Class EUR ZSG/night inclusive of Lunch - EUR 60 Non-French HCP Consulth Agreement - vers.02.2015 unless one ticket tax and breakfast consecuttve ìeg of flight exceeds 6 hours EUR 300!!úght indusive of Dinner — EUR 60 tax. dinner the night of check-in and breakfast the next morning EXHIBIT C - HCP CONSULTANT INVOICE TEMPLÀTE HCP C…ÎÀNTIPRDCÏ'OR INVOICE (This invoice must be submitted within 30 days foliowìng the and 55 the quarter in which the service was provided 0f expense was imm-d) Tc: Edwards eresciences SA. rte de l'Eu’az 70. 120 Nynfl Switzedand Attn: me: (name and add/m‘ afConsultant/Prodar nam‘ maid: :bforrnatron in (anù‘3ct) Invoice #: In… Date: Safia [ Activity“ Dato please do not enmbine Dnnflon of Senice Servia Activa services or services or Activity mndcd m … uto, Pufuued 'ijpe‘ and travel Dmipb'onnf5mricnb) tohcneanflhwr Wmm) …in… Non-French HCP Consulting Agreement — vers.02 2015 Total Fu for Servtco Date of Activity Ham 0! Expeme Amount in EUR hotel. ]… mnl. and what!»: bmkhst‚ !unch or din…) (requires Tota! Expenm to be Reimbursed { T Total Imola Amount [ l } The undersigned Consultant/Proctar hereby afflrms that the services Ikted above have been perfomw fot Edwatds‚ Ihi! the expense: listed, ìf any… ' were mcurred by Comuîtant/Pmctor In connection with the pedomnce ofü1e seMces. and that detailed. kemìzed recexpts !cr the expenses are attached Name of Bank Account haider. _ Bank Name/Address: IBAN Mt.: SWIFT Code: $ìgmd: DNI: . .? 'ACIMW WPES‘ “SERVICE/AC…” CSR: Clnial and Sómdflc HCP—…… (nu. mij tot Ramah Muy… Tnính-uvel—duncsüc-rouh TRM: HCP ‘l’uhlng nnd Eduafion HQ—Fnally/Spnhr Al! uw! - btn… — tuun (c.q. GVA-GRD—G'IIA) SM: Salas & Mldmilng HCP-FcW/Swnhr—Procbrhg Ground …de» (ud) HCP-Non—Eduntiom! Spatim Non-th HCP Consúflng Agreement - m02.2015 HCP-Con… Prqunüon {…en of munda!) Wanden (rwlew of adsthg material) Patient screening (motto!) Cande cas. (wocbr) Air travel - domcstic - route (n.g. DFW-LAX-IAD) Non-French HCP Consultmg Agreement — vers.!)2 2015 raa—«…… "1j_'35:'3…« „.