CONSULTING AGREEME . ':

This agreement (the ”Agreement") is entered into as of October _ 20l4 (the “Effective Date”) hy
and between C.R_ Bard Netherlands Sale° B.V . having its registered address at Lorentzlaan 4», 3401MX
IJsselstein. Netherlands ("Bard") and ‚ with an address at UMCU, loc. AZU,
Heidelberglaan 100. 3584 CX Utrecht The Netherlands (”Consultant").

PREAMBLE

Whercas Bard is engaged m, among other things, the design, development, and selling of medical
devices, and as such, periodically seeks the expertise of representative health care providers, scientists,
end/or medical experts who een provide advice and consultation to Bard; and

Wherces Consultant is & gynecologist registered in the Netherlands with the Koninklijke
Nederlandsche Maatschappij tot bevordering der Geneeskunst (Physicians’ Council) and 1183 the requisite
medical training and experience to provide the valuable consultation and advice that Bard is contracting
in this Agreement.

Consultant and Bard agree as follows:

!. Services. Bard hereby engogcs Consultant and Consultant hereby accepts Bard‘s
engagement to provide services related to Bard’s activities. The scope of this engagement is more fully
set forth in Exhibit A attached hereto and made a pent hereof (the "Sem‘ces"). Bard or any affiliate ot'
Bard may direct Conmdtant in the perfomance of the Services. Thc contractual relationship, contract
performance, and corresponding work results shall be comprehensiver docurnented To this end,
Consultant shall prepme periodic reports of its activitìec The contractual documents shall be kept for a
minimum period of two (2) years unless & longer period is required by applicable law. Consultant will
remain en independent provider of training and educational services and will maintain control over
clinical content end teaching methods l'or each preceptor session, provided however, Consultant will
agree to implement those relevant teaching and presentation materials as may be prepared and provided
by Bard. At no time shall Consultant discuss off—label use ofa Bard product while rendering Services on
behalf of Bard. Bard sponsored training sessions must incorporate Bard products, and exclude the use of
competitive products indicated for the same application, tmlas otherwise agrwd to between the partito.
Except es set forth above, Bard hereby exprocst acknowledgee and agree: that nothing contained herein
is intended to prohibit or ratrict, nor shall any provision beroof be constxucd in & manner as prohibiting
or restrictiog, Consultant’s right to utilize, in Consultant’s sole discretion, any product manufacan or
service provided by any third party.

2- Compgnggtlon. As full and complete compensation for the paformance ofthe Services
and in consideration of the other obligations, representations and warranties omde by Consultant
heretmda‚ Bard agrccs to pay Consultant the amount set forth in Exhibit A… 'l‘he parties agree that the
compensation paid tmder this Agreement (i) has not taken into account the volume or value of referrals or
business gmerated between the parties, (ii) is not being given or accepted in exchange for an agreement,
explicit or implicit, to purchase, prescribe, recommend, or otherwise influence the purchase of Bard’s
products, (iii) constitutes fait market value for the services tendered, and (iv) is appr0priate for the
Services. No additional compensation shall be paid to Consultant or to any other third party, iockxding
the Consultant’s personnel, in relation to this Agzwnmt or the Services. Payment will occur only through
& bank transfer to an account that is located in the country in which the Consultant is based as Specified in
the prcamble above and that is in the name of Consultant or Coosultnm’g healthcare institution.

 

Compemation shall onder no circumstances take the form of shares or any ether form of participation in
Bard or in the profits derived from the development or marketing ofa Bard’s product.

It is agreed that Bard shall°bc allowed to withhold From Consultant’s payment arty taxes. social
smrîty contributions, and/or to report payments, as required by applicable local tax laws or regulations
Consultant acknowledgcs and agrees that it shall be Consultant's sole obligation to report as self-
employment income all compensatìon for services received by Consultant from Bard and to pay of all
taxes and social security contributions imposod or required by applicable lnw that pefiain to the
compensation paid or rcimburscmcnts provided to Consultant. Consultant represents &nd warrants that he
is duly registered as Self—employed or has otherwise the right to receive payment of the compensation
from Bard. Consultant shall provide evidence of such registration or right ct Bard’s request.

It is also agreed that payments will be made direcrly to Consultant’s healthcare institution or
employer if this is requested by law.

3 Term. Unless terminated earlier in accordance with Section to, this Agreement shall be
cfi'ectivc from Efi'ectíve Date until the earlier of (i) the completion of the Services or (li) twelve (IZ)
months from the Eíî‘t'ective Date,

4. Records. Consultant shall keep accurate and complete records relating to the Services.
All such records, whether paper or electronic, shall be the sole property of Bard and subject to Bard's
control and review at any time. Promptly upon the termìnatìon or expiration of this Agreement, all such
records, whether they were prepared by Consultant solely or joìntly with others, all Confidential
Information (as defined below), any other property of Bard anc! any materials provided to Consultant by
Bard, shall be nlroed over by Consultant to Bard.

5. Regrmerxtntiung Consultant represents and warrants to Bard that:

(a) Consultant is not a party to any agremnent or understanding rcstrícting or limiting
Consultant’s ability to abide by the terms of this Agreement.

(b) Consultant agroes to comply with all applicable laws, rules and regulations in the country
Where Consultant is licensed and in the country where Consultant will be performing the
Services.

(t:) Consultant has reviewed Bard’s Business Ethics Policy (found at

h :llwww.crbard.comh; loadodFiles/Co S'te/Abo Bard/l—l.cd and agrees to act in all ntaterinl
respects in accordanco with such policy and other relevant policies that Bard may consider as
applicable &orn time to time.

(d) nothing in this Agreement will violate any laws, rules and regulations to which
Consultant is subject, including internal ndec of the institution, hOSpìtal or university in which
Consultant carries out Consultnm's professional duties.

(e) Consultant’s performance under this Agreement will not violate any laws, rules and
regulations to which Consultant is subject, including internal rules ofthe institution, hospital or-
university in which Consultant carn’cs out Consultant’s professional duties…

(t) Where required by law, regulation or professional code of conduct or ethical obhgation,
Consultant agrees to submit. or Will submit in clue time, a written declaration of uttercst and this
Agreement to any applcable official panel or body of which Consultant is a member and that
may be relevant zo Bard’s business, in particular the relevant association(s) of physicians to
which Consultant belongs.

 

(g) that the mnagcmem of the ímtìtutìon, hospita] or university in which Consultant
normally carrím out professional dutìw, has been du!y informed of the cxístcncc cf thís
Agreement and of the terms contained dx.creìn ( including the Consultam’s dulics and
räp0tzsíbìïíâìcs‘ hezeundcr'and the compensatìon sct out in Section 2) and, where rcquìrcd by
applicable law er internal mies and regulations, has marked íts approval acd Consultant agrca
to make available to Bard the foregoíng notifications anr! approvaîs en request.

(h) Consultant is duly licensed îo practice medicine in the country whe-rc he resides and has
received no notice threatcníng to suspend oz° revokc any such license. Consuïtant shall
immediately notify Bard in writing in the event Consultant’s Iìccnsc is suspended or revode or
bc receives notice Lhrcarcníng such suspension or tcvocation.

(!) Consultant is not nor, without the prior written appmval of Bard, will become an official
or employee of any government or of any política] party, or of any public international

(k) In carm'ng om Consultant’s responsibilities under thís Agrccmmt. Consultant shall not,
directly or indirectly, pay, promise to pay, or authoríze the payment of any money, or give,
promise to give. or authorizc thc giving of anything of value to any official or employee of any
government, or of any agency or insmn'nentality of any gcvcmment‚ or to any politica] party or
officíaì ü1creoí; or to any candidate for political ofiîce, or to any official or employee of any
public íntcmatíona! organization, for the purpose of influcncing any act or decision of such
official or employcc er othcmisc promoting the business immo—‚ of Bard in any respect.

shall have no liability [0 you unda» this Agreement for any few, reimburscrncms or other compensatíon
under this Agreement or for any other loss, cost, claim, ur damage mmhíng, directly or indirectly, to you
&om such tcmzìnaücn…

6. Confi enü Informaïíon. Consultant acknowledgcs {hat infmmnü'on _o=r materials of
Bard, its affiliates er third parties will be zmd: milach to Consultant or developed by Consultant in
connection with the perfomance of the Servic&c (“Confidenu'al Infomafion"). During the term of this
Agreement and thereafter, Consuítant shall not; (í) disclose to any third party any of the Confidential
Information; (ii) permit any third party to have access to the Confidential mfmmtion; or (iii) use the
Confidential Infonn3tíon for any purpose other than in connecuon with Corxsukam’s pcxfonnance ofthe

OUSHCPCWnM:g Am(EUZOII) 3

 

Senices, provided however, Consultant moy disclose Confidential Information to health authorities if
required by law end provided ‚thet Consultant gives prior written notice to Bard- Notuithstaudiug the
foregoing the term “Confidential lnfonrxation” shall not include any information or material that: (a) is or
becomes available in the public (il)lìlfflïl tluough uo fault of, or act or failure to oct on the part of
Consultant; (b) is rightfully in Consultnnt’s possession at the time of disclosure as evìdenccd by
Consultsnt’s written records maintained in the ordinary cotusc of business; or (c) is obtained by
Consultant &orn any third party that is lawfully in possession of such Confidential lnl"onnstion and not in
violation of any coutractuol or legal obligation with respect to such Confidential lnfonnstiou.

Consultant shall not“ disclose to any third party Bard’s interest in the subject matter of this
Agreement, the subject matter of any Services or any results obtained b_v or an behalf of Bard. In any
event, Consultant shall subject any third party to whom he must disclose Confidential Information to the
same confidentìslity obligations as those to which he is subject under this Agreement. Consultant agrecs
to return all Confidential Information at the conclusion of the performance of the Services or at an earlier

Consultant acknowledga that remedies at law would be inadequate to protect Bard against auy
actual or threatened breach of this Section 6 by Consultant, and, without prejudice to any other rights and
remedies otherwise available to Bard, Consultant agrees that Barri shall be entitled to specific
perfomance and/or an interdict, including urgent relief (in addition to any other remcdy ìt may have at
law) in the event of & breach or anticipatory breach by the Consultant of any of its obligations hereunder.

lf Consultant is (1) requested in any judicial or administrative proceeding or by any governmental
or regulatory authority to disclose any Confidential Infomation, Consultant shall give Bard prompt notice
of such & request so that Bard may seek an appmpriatc protective order or waive compliance, (ii) required

Confidential Information. it will give Bard prompt notice of such went and will furnish only that portion
that ts legally required and will exercise al] reasonable efforts to obtain reliable assurance that
confidential treatment will be affordcd to the Confidential Information.

7. Ownership. Any Invention (as defined below) couceived or reduced to practice by
Consultant, individually or join ly, (i) during the term of this Agreement, (ii) within one year after

Information, shall be promptly and fitllv disclosod to Bard and, whether or not so disclosed, shall become
the property of Bard. For the purpose of this Agreement, “Inventions’” shall mm any of the following
that relate to the Services: inventions, discoveries, patent applications, patents, certifimtes of invention,
trademarks, copyrightable subject malter„ writings, improvements, ideas, designs, drawings. computer
models, dats, concepts, formulas, know how_ trade secrets, test results, nama, tradenames, tmdedress and

Consultant onrrants tha; () all Inven:ìous ere or wil: be original creations; and (11) Consultant
shall not misappr0priate the in ellectual pruperty rights of a third party in connection with the

Consultant will assist Bead, dining the term of this Agreemcnt and thereafter, in the procurement,
maintenance, protection, assignment, and enforcement of Berd’s rights with respect to Inventions. ln
eddttion, Consultant will, upon Bands request, promptly deliver to Bard (witlmt further consideration but
at Bard’s expense) executed assignments <:«r other instruments and do such other acts as may be deemed

-. us HC'P Conmlu'ng Agam en zo; :) 4

 

necessary or desirable by Bard to pzot=ct tiara’s ‘#orldtaâdc rights with roepect to any lnvcotloos. lt is
understood that Consultant m'll talcc such action whenever Baud shall make such request whether during
the term of Gais Agrcctncm ot thcrcaflcr.

8. ]ndegandcnt (Iontractor. Cortsultartl's status shall be that of en independent contracter
without the capacity to bind Bard. Nclthcr Consultant oor aoy employee, agent or subcontractor of
Consultant shall be considered an agent or employee of Bard. Without limílìng the genaalìty of the
forcgoíng, Consultant shall have no authority to act on Bard‘s behalf orto commìt Bard to any course of
conduct, and shall make oo representation to the cootrary.

9. Indemnificatlon. Consultant shall defend, íoácmmfy tand hold Bard and its cmploym,
directors, officcrs, afiìliatos aod agents harmloss from ond against any and all claims, losses, damages,
lîabìlìties, judgments. awards and costs whatsoever, including reasonable attomeys' l'ccs and court costs
and including without limitation bodíly injury, doet!: or pmpcny damages arising out of or resulting from
any breach of Consultant's representations, warranties or obligations hcrounder.

l0‚ Termination Bard shall have thc right to tr:tminatc this Agreement l'or any reason upon
tem (10) days' writum notice to Consultant, in which case the foon payable hereundm- shall be pro-rated on

“. _S_l_l_r_xx_°y_gl_ Sections 4, 5, 7, 9, 10, U, 17 and 19 ofthís Agreement shall survive the
terminatìon or expiratìon of this Agreeman

12. A ‘ ment rm Sa 0 tractín . Th‘s Agroanent may not be assigned by Consultant,
including by the operation of law or otherwise. Subjcct to the forcgoíng, thís Agreement is binding upon
and shall inurc to the benefit of Consultant and Bard and its successen in interest. Consultant shall not
subcontmct the perfomance of the Servica or any portion thereof to & third party without the pn'or
Written consent of Bard…

13. Waiver‚ A walvcr by either party of any term or condition of this Agreement in any
instance shall not be dccmod or construod to be & waìvcr of such term or condition for the fumre, or of
any subsequent breach thereof. All rights, remedies, tmdcrmkìng or obligations contained in this
Agreement shall be cmnulatívc and none of them shall be in limitation of any other tight, moody
tmdcftalcing or obligation of either party.

14. Notices. Any notice requímd or permitted by the Agreement shall be in writing and shall
be (í) delivered pemonally‚ cfïcctivc en the date of delivery, (ii) sent vie overnight delivery by &
nationally recognized overnight courier to be cfi'ectivc the day following deposit, crr (iii) sent by certified
or mgístcred mail‚ postage prepaid, rdmm receipt requoctod‚ to be efioctìvc three (3) days after deposit.
Notíc& shall be addressed to the party concerned at the address sct forth in the pmblc of this
Agreement or at such other addms as such patty may subsequently designatc by like notice from time to
time.

Any notice given to Bard shall also be given to Q R. Bard, Inc. 730 Central Avenue, Murray Hill, N.l
07974, Attm Gcncntl Counsel.

 

15. En íre A reemeut‘ Inconsístencica Îìu's Agreement and the Exhíbáis attacth hercto
constúutc the entire agreement between the parties uitb respect [0 tho subgcct matter hercoí'and superscde
al! pnor agreements bcmmn Bard and Consultzm! with respect to the matters addrcsscd hcn:ín and can
only be modified by :: witten _amendmem Sëgncd by Consultant and Bard Notwiúxstandíng the
Î0rcgoing, the obligaïíons of Comu‘tant under any axzs?ing nondísclosurc or confidmtz‘alíty agreements
mlh Bard shall continue. In the cvem ofany incoas.stcncy between the terms of this Agreement and the
tcnns of any Exhibit attached hcrczo, the terms of this Agreement shall govem and mail

!6. No Third ‘Partv Bencficíarîcs Nothmg hcrcm, cxpr&;s ur imphcd, is intended to 0: shall
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confer upon any otho: person or enhty any nghî‚ benefit o.=- remc-äy of any name whatsocver under or by
reason of this Agreement

17. Prívacv. Bard and its afiíiìates shall az aîl tìmos make best efi'orts to protect Provider’s
personal data. Provider agnes that Bard may store and process the personal data hc has provided in
connection with this Agrccmem and may disclose &nd/or transfer thís data to ìt.s afiìlíatcs or to third
parties, including those outside the European Union ( ‘EU”), including the United States, where standards
of data protection may nu: meet the requirements of the EU. Further, Bard y identify Provider as

having performed the Scrvicmc pursnant to this Agreement in cormnunìcaùons to us affiliates or to third
pax-tius.

18. Governìn Law. This Agrecmmt shal! be governcd by anc! construed in accordance
with the laws of the counü‘y where Consultant resides.

[& Stamg Dutv. Consultant shall pay any duty stamps in acx:ordance with 211: laws of the
country where Consultant resides and/or is h‘ccnsod to practice medicine, whichever is applicable.

7
_0. Severance.

21. Countemarts. This Agreemmz may be executed in two or more counterparts‚ cach of
which shall be dccmcd an origma! and al! ofwhich !ogethcr shall constitute one and the same instmmmì.

{signamres on following page]

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U.fûi=>gìst and G:mccoîogésxs. Trainings will be íntanded to expand the knewìedge of physicians
in new pelvir: floor techniques. There wììì b'è nu minimum number oftrainìng sessions
perfurmed, and a maximum of 4 physician attendees at each session {given operating raam
space) Training wííì be conducted cm live patiénts, and wìH be conducted at eìthe;
sfacìïíîy nr £«. ïhârd party fatììlát3;. ‘

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Thv: spccifics of the engagement arc:

 

 

 

 

 

 

 

 

 

 

Ë Specific Ì Estimated hours!days ; Date(s) (If applicahìe) Preposed Payment

; Dutyz'Atîíviîyfl‘asks (€)/Fee Structure _‘
} Workshops Ful! 12314 _ 2014/2015 € 250 mrpartìcîpant
ì Pï0ctorifig '/'Ë: day, 4 hours 2014!2015 _ _ € 500 per 'ff: day _?
: TOTAL xzxwzcn»:n ‚ ; € s.amae 5
‚ FÊES :f ______ ì Í