Preview | Supply Agreement |

This AGREEMENT (the "Agreement") dated as of March 9, 2007(the "Effective Date") between Surgical Technology Inc., a Minnesota corporation, having its principal place of business at 292 East Lafayette Frontage Road, Saint Paul, Minnesota 55107 (hereinafter referred to as "STI") and SyntheMed, Inc., a Delaware corporation, with an address at 200 Middlesex Essex Turnpike, Iselin NJ 08830 (hereinafter referred to as "SyntheMed").

WHEREAS, STI is a company engaged in, among other things, finishing and manufacturing of products for use in a wide variety of applications including medical applications;

WHEREAS, SyntheMed is engaged in the development and commercialization of products designed to prevent or reduce the formation of adhesions following a broad range of surgical procedures, all of which are based on SyntheMeds proprietary, bioresorbable polymer technology.

WHEREAS, SyntheMeds lead product, REPEL-CV, is classified as a medical device by the US Food and Drug Administration and is currently under review by the FDA.

WHEREAS, STI has demonstrated its ability and capacity to produce finished devices in accordance with SyntheMeds specifications;

WHEREAS, SyntheMed desires STI to provide services to assemble, package, sterilize (through a third party) and drop ship under SyntheMeds label and direction SyntheMeds REPEL-CV finished product, to its customers, and STI desires to provide services to assemble, package, sterilize (through a third party) and drop ship under SyntheMeds label and direction such finished product on behalf of SyntheMed, all on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements provided herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1.1. "Act" shall mean the Federal Food, Drug and Cosmetic Act.

1.2. "Approval(s)" shall mean receipt from the FDA or other applicable Regulatory Authority of final approval, including any applicable pricing, final labeling or reimbursement approvals, necessary to manufacture, market and sell a Commercial Product in a country of the Territory.

1.3. "SyntheMed Indemnified Party" shall have the meaning set forth in Section 15.1.

1.4. "Claim(s)" shall mean all charges, complaints, actions, suits, proceedings, hearings, investigations, claims and demands.

1.5. "Commercial Product" shall mean SyntheMeds finished product known as REPEL-CV.

1.6. "Confidential Information" shall mean all oral or written information that is disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), or that the Receiving Party becomes aware of as a result of its discussions and work with the Disclosing Party, and that is not generally known to the public, including but not limited to, information of a technical nature such as trade secrets; manufacturing processes or devices or know-how; techniques, data, formulas, inventions, discoveries or innovations (whether or not patentable), specifications and characteristics of current products or products under development; research projects, methods and results; matters of a business nature such as information about costs, margins, pricing policies, markets, sales, suppliers and customers; product, marketing or strategic plans; financial information; personnel records and other information of a similar nature, provided, however, that Confidential Information shall not include any information that (i) is or becomes public knowledge without breach of the Receiving Party's obligations hereunder; (ii) is rightfully acquired by the Receiving Party from a third party that legally acquired the information and is not under a confidentiality restriction on disclosure or use; (iii) was already known to the Receiving Party prior to receipt from the Disclosing Party as evidenced by written and dated records; (iv) is independently developed by the Receiving Party;(v) is required to be disclosed by law or court order, provided that notice of the requirement is promptly delivered to the Disclosing Party in order to provide the Disclosing Party with an opportunity to challenge or limit the disclosure obligations; or (vi) is disclosed or used following the Receiving Party's receipt of express written consent from an authorized representative of the Disclosing Party. The Receiving Party shall have the burden of proof respecting any of the aforementioned events on which the Receiving Party relies as relieving it of any confidentiality restrictions hereunder. Written disclosures for which protection is sought must be obviously marked as "Confidential" or "Proprietary" and oral disclosures for which protection is sought must at the outset be clearly identified by the Disclosing Party as Confidential Information and submitted by the Disclosing Party in summary form to the Receiving Party, marked as above within thirty (30) days after disclosure; provided, however, that protection under Article 9 shall also be given to information that is not so marked if a reasonable person trained in research, development, manufacturing and marketing within the Field would assume that it is Confidential Information. For written information that would not normally appear to constitute confidential information, for the restrictions on Confidential Information to apply, a party must mark such information "CONFIDENTIAL."