EXHIBIT 10.1


 


THE
SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED


INFORMATION
HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE


IT
IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE


COMPETITIVE
HARM TO THE COMPANY IF PUBLICLY DISCLOSED


 


MASTER
SUPPLY AGREEMENT


 


This
Master Supply Agreement is effective May 14, 2019 (the “Effective Date”) between:


 


MEDTRONIC,
INC. 


710
Medtronic Parkway





Minneapolis,
MN 55432


 


and


 


INTRICON
CORPORATION 


1260
Red Fox Road





Arden
Hills, MN 55112





(“Supplier”)


 


BACKGROUND


 


		A.	Supplier
                                         manufactures and/or supplies the Products listed in an attachment to a BUSA, and



 


		B.	Medtronic
                                         (as defined in Section 1 below) designs, manufactures and sells medical devices some
                                         of which are for human implant and wishes to purchase the Products for use in its business.



 


TERMS
OF AGREEMENT


 


For
good, valuable and sufficient consideration, Medtronic and Supplier agree as follows:


 


		1.	DEFINITIONS;
                                         AGREEMENT STRUCTURE



 


		1.1	In
                                         addition to capitalized terms defined elsewhere in this Master Agreement, when used in
                                         the Agreement the following capitalized terms have the meanings indicated below:



 


"Agreement”
means this Master Agreement and all its exhibits, the BUSAs, purchase orders placed under a BUSA, and Other Agreements.


 


“Applicable
Law” means any law, statute, code, rule, regulation, published interpretation, ordinance, directive, regulatory bulletin
or guidance, regulatory examination or order, treaty, judgment, order, decree or injunction of any Governmental Authority that
is applicable to or binding in the situation in which the term is used.


 


“Business
Day” means any day other than Saturdays, Sundays and the following US holidays: New Year's Day, Martin Luther King Jr.
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, the Friday after Thanksgiving and Christmas Day.


 


“Business
Unit” means a Medtronic Affiliate or division thereof which elects to participate in this Agreement by entering into
a Business Unit Supply Agreement with Supplier.


 


“Business
Unit Supply Agreement” or “BUSA”, means an agreement (in substantially the form


 






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attached as Exhibit A),
executed by Supplier and a Business Unit and covering Products to be supplied to such Business Unit by Supplier and purchase orders
placed thereunder. Each BUSA incorporates by reference the terms and conditions of this Master Agreement.


 


“Conforming
Product” means any Product that meets the Product Specifications and the applicable Quality Requirements.


 


“Developed
Intellectual Property” means Intellectual Property that comes into existence in the course of or relating to Supplier’s
performance of its obligations under this Agreement (whether such conception occurred prior to, on or after the Effective Date)
or that is derived from Medtronic’s Confidential Information. Notwithstanding anything in the Agreement to the contrary,
Supplier shall retain all right, title and interest in and to (a) any original ideas, inventions, developments and improvements
(“New Inventions”) conceived or reduced to practice by Supplier alone or with others during the term of this
Agreement to the extent not derived from Medtronic Intellectual Property or Confidential Information, (b) any original works of
authorship generated by Supplier alone or with others other than Medtronic during the term of this Agreement, and (c) any other
Intellectual Property and/or know how and/or manufacturing processes owned or otherwise licensable by Supplier prior to the date
of this Agreement and used in creating the Products. Medtronic shall own (x) all New Inventions conceived or reduced to practice
by Supplier alone or with others during the term of this Agreement to the extent derived from Medtronic Intellectual Property
or Confidential Information, (y) any original works of authorship generated by Supplier with Medtronic during the term of this
Agreement, and (z) any other Intellectual Property and/or know how and/or manufacturing processes developed after the date of
this Agreement and that (i) is an intended deliverable under this Agreement or any BUSA or (ii) is necessary for the Manufacture
of the Products as contemplated by the Specifications.


 


“FDA”
means the United States Food and Drug Administration, and any successor agency having substantially the same functions.


 


“Force
Majeure” means riots, war, terrorism, invasion, acts of God, fire, explosion, floods, and orders of a Governmental Authority
that prevent such party’s performance under this Agreement.


 


“Governmental
Authority” means any government, state or political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government, including federal, state or local.


 


“Import/Export
Laws” means all laws, treaties, governmental orders and regulations of the countries from which a Product is exported
and to which a Product is imported, including rules regarding classification, marking, packaging, and payments of tariffs and
duties.


 


“Intellectual
Property” means ideas, design specifications, inventions, proprietary information, trade secrets, research and development
data, manufacturing procedures, software, works of authorship, improvements, or suggestions, whether or not patentable or copyrightable,
conceived, created, adapted, or reduced to practice by or for a party, whether made alone or in conjunction with others, .


 


“Manufacture”
and “Manufacturing” means all steps, processes and activities necessary to produce Product(s), including without
limitation, the design, manufacturing, processing, quality control testing, release and storage of Product(s) in accordance with
the terms and conditions of this Agreement.


 


“Master
Agreement” means this Master Supply Agreement and the exhibits attached to it, but excludes BUSAs, purchase orders placed
thereunder and Other Agreements.


 


"Medtronic”
means a Business Unit that is a party to a BUSA with respect only to the Products purchased by such Business Unit under such BUSA.


 


"Medtronic
Affiliate” means Medtronic, Inc., a Minnesota, U.S.A. company and any corporation or other business entity directly
or indirectly (through one or more intermediaries) controlling, controlled by, or under common control with Medtronic, Inc. 
The term “controlling” (with correlative meanings for the terms “controlled by” and “under common
control with”) as used in this definition means either (a) possession of the direct or indirect ownership of more than fifty
percent (50%) of the voting or


 






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income interest of the applicable corporation or other business entity, or (b) the ability, by
contract or otherwise, to control the management of the applicable corporation or other business entity. 


 


“Medtronic
fiscal year” or “fiscal year” means the 52 or 53-week period ending on the last Friday in April of
each calendar year.


 


“Medtronic
Intellectual Property” means Intellectual Property that is owned or controlled by any Medtronic Affiliate as of the
Effective Date or comes into any Medtronic Affiliate’s possession or control after the Effective Date.


 


“Nonconforming
Product” means any Product that does not meet the Product Specifications or all the applicable Quality Requirements.


 


"Other
Agreements" means the separate written agreements, if any, between any of the Business Units and Supplier that set forth
Quality Requirements, SMI terms and the like, applicable to the Manufacture of the Products for such Business Unit(s).


 


"Personnel"
means Supplier’s employees, agents, contractors, consultants and subcontractors whose services are used to perform this
Agreement.


 


"Product"
means the goods purchased by Medtronic from or through Supplier, including any goods listed in Attachment A to a particular BUSA.


 


“Publicly
Available Software” means (a) any software that contains, or is derived in any manner (in whole or in part) from, any
software that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models;
and (b) any software that requires as a condition of use, modification, and/or distribution of such software that such software
or other software incorporated into, derived from, or distributed with such software (i) be disclosed or distributed in source
code from, (ii) be licensed for the purpose of making derivative works, or (iii) be redistributable at no charge. Publicly Available
Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution modes,
or licenses or distribution models similar to any of the following: (1) GNU’s General Public License (GPL) or Lesser/Library
GPL (LGPL); (2) the Artistic License (e.g., PERL); (3) the Mozilla Public License; (4) the Netscape Public License; (5) the
Sun Community Source License (SCSL); (6) the Sun Industry Standard Source License (SISL); and (7) the Apache Software License.


 


“Quality
Requirements” means, with respect to a Product, the requirements set forth in this Master Agreement and in any written
quality agreement covering such Product between the applicable Business Unit and Supplier, including in any applicable BUSA.


 


“Restricted
Party” means (a) any entity or individual listed on (i) any of the restricted party lists maintained by the U.S. Government,
including the Specially Designated Nationals List and Foreign Sanctions Evaders List administered by the U.S. Department of Treasury’s
Office of Foreign Assets Controls (“OFAC”), the Denied Parties List, Unverified List or Entity List maintained by
the U.S. Department of Commerce Bureau of Industry and Security, and the List of Statutorily Debarred Parties maintained by the
U.S. State Department’s Directorate of Defense Trade Controls, (ii) the consolidated list of asset freeze targets designated
by the United Nations, European Union, and United Kingdom, and any other applicable jurisdictions, and (iii) any other restricted
party lists maintained by any governmental or non-governmental entity or agency, or (b) any entity or individual fifty percent
(50%) or more owned (either individually or in the aggregate, directly or indirectly) by any entity or individual described in
clause (a).


 


“SMI”
means Medtronic’s supplier managed inventory program, and “SMI Agreement” means any SMI agreement between
a Business Unit and Supplier covering one or more Products.


 


“Specifications”
means all applicable specifications and protocols relative to the design, physical characteristics, function, performance, Manufacture,
packaging and quality of the Products communicated in writing by Medtronic and which have been specifically agreed in writing
by the parties.


 


"Supplier
Affiliate” means IntriCon Corporation, a Pennsylvania corporation, and any corporation or other business entity directly
or indirectly (through one or more intermediaries) controlling, controlled


 






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by, or under common control with IntriCon Corporation. 
The term “controlling” (with correlative meanings for the terms “controlled by” and “under common
control with”) as used in this definition means either (a) possession of the direct or indirect ownership of more than fifty
percent (50%) of the voting or income interest of the applicable corporation or other business entity, or (b) the ability, by
contract or otherwise, to control the management of the applicable corporation or other business entity. 


 


“Supplier
Facility” means the manufacturing facility where Supplier will Manufacture a Product, which facility is located as specified
in the BUSA or purchase order placed thereunder, quality agreement, or such other facility designated in Supplier’s approved
disaster recovery plan when such plan is triggered.


 


“Supplier
Intellectual Property” means Intellectual Property that is owned by or licensed to (with the right to grant sublicenses)
Supplier and exists on the Effective Date or is thereafter developed by or licensed to Supplier independent of Supplier’s
performance of its obligations to Medtronic under the Agreement. For clarity, Supplier Intellectual Property does not include
Developed Intellectual Property.


 


“Third
Party Purchaser” means any third party or entity that purchases Products for the benefit of Medtronic or for incorporation
into any Medtronic product, but only to the extent that such person or entity is buying Products for the benefit of Medtronic
or for incorporation into any Medtronic products.


 


“Trade
Control Laws” means all applicable export control and economic sanctions laws and regulations of the United States,
the European Union and all other applicable jurisdictions, including but not limited to the U.S. Department of Commerce Bureau
of Industry and Security’s Export Administration Regulations, 15 C.F.R. 730-774, the economic sanctions programs administered
by OFAC, as set forth in 31 C.F.R. 500-598 and certain executive orders, EU Regulation 428/2009 imposing controls on exports of
dual-use items, OJ L 134, 29.5.2009, p. 1, and economic sanctions regulations implemented by the European Council, and any export
controls or economic sanctions measures implemented by EU Member States.


 


		1.2	Agreement
                                         Structure. Upon execution of this Master Agreement, Supplier and Business Units will
                                         enter into one or more written BUSAs pursuant to which Supplier shall provide certain
                                         Products as set forth in the BUSA to the Business Unit that is a party thereto. Each
                                         BUSA shall be binding when signed by the Supplier and the applicable Business Unit. Any
                                         Medtronic Business Unit and Supplier may enter into additional BUSAs during the term
                                         of the Agreement. Even though each BUSA shall be governed by the terms of this Master
                                         Agreement, the BUSA shall be between Supplier and the Business Unit that is a party to
                                         such BUSA, and not any other Medtronic Affiliate. Supplier will bill each Business Unit
                                         separately for all Products provided to such Business Unit and the liability of each
                                         individual Business Unit will be several and not joint. Each Business Unit will only
                                         be liable for those obligations expressly applicable to such Business Unit set forth
                                         in this Agreement or the BUSA to which it is a party. Throughout this Master Agreement,
                                         unless otherwise expressly indicated, references to Medtronic apply to the Business Unit
                                         that is a party to a BUSA with respect only to the Products purchased by such Business
                                         Unit under such BUSA. The terms of any BUSA may modify the terms of this Master Agreement
                                         by specific reference to the modified section(s).



 


		2.	PRODUCT
                                         ORDERING AND SALE



 


		2.1	Sale
of Products. Supplier shall sell and supply the Products to Medtronic and/or any Third Party Purchaser at the prices established
pursuant to Section 3. To the extent a Product includes embedded software, the term “sell” means, with respect to
such software, the grant of a non-exclusive, fully-paid, perpetual, worldwide license for all Medtronic Affiliates to use and
to allow the Medtronic Affiliates’ customers and end-users to use such software in connection with the Product. Purchases
by a Third Party Purchaser for use in Products shall also receive the benefit of and be governed by the applicable terms of the
Agreement, including with respect to Quality Requirements, pricing, supply continuity provisions, and discontinuation rights,
and other applicable terms. Supplier will invoice such Third Party Purchaser and look solely to the Third Party Purchaser for
payment. Purchases by Third Party Purchasers shall be included in the 



 






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annual
revenue received by Supplier from Medtronic, including with respect to establishing the pricing as set forth in Section 3 of this
Agreement. Medtronic retains all right, title and interest in and to any software and/or firmware contained in the memory devices
to be included in Products purchased hereunder, which Supplier will be purchasing, preprogrammed, from Medtronic’s approved
supplier. Medtronic grants Supplier a perpetual, non-exclusive, world-wide, royalty-free license to use such software/firmware
in the Products Manufactured for Medtronic.


 


From
time to time, the parties may mutually agree to add Products to this Agreement by executing an amended Attachment A to a BUSA.
However, in the absence of an amended Attachment A, if Supplier issues a written price quotation to a Business Unit who has executed
a BUSA, and such Business Unit places order(s) for such Product, then such Product shall automatically be deemed added to Addendum
A at the price quoted and shall be deemed a Product under this Agreement.


 


		2.2	Other
                                         Sales. Supplier will not, during the term of the Agreement, provide any Product or
                                         any product substantially similar in form, fit and function to a Product to any third
                                         party without the prior written approval of Medtronic. This obligation survives the expiration
                                         or termination of the Agreement for a period of one (1) year and indefinitely with respect
                                         to Products that utilize, are derived from or embody any Medtronic Intellectual Property
                                         or Medtronic Confidential Information, including any Specification. The obligations in
                                         this Section 2.2 shall not apply with respect to Products that Supplier offered for sale
                                         to third parties and which were developed by Supplier or a third party without the use
                                         of Medtronic Intellectual Property or Medtronic Confidential Information.



 


		2.3	Supplier
                                         Managed Inventory. Medtronic will give Supplier at least thirty (30) days’
                                         notice that a Product is to be covered by Medtronic’s SMI. If SMI is utilized,
                                         the parties will execute an SMI Agreement and Medtronic will notify Supplier of current
                                         Medtronic inventory levels electronically via the SMI software (“SMI Software”)
                                         utilized by Medtronic.



 


		2.4	Firm
                                         Order and Forecasting. Medtronic will submit to Supplier the orders and forecasts
                                         below to assist Supplier in anticipating Medtronic’s Product needs for twelve (12)-months
                                         into the future. In addition, any Third Party Purchaser may submit to Supplier monthly
                                         rolling twelve (12)-month forecasts covering its anticipated purchases of Products. Except
                                         as set forth in any separate agreements between Supplier and the Third Party Purchaser,
                                         all such Third Party Purchaser forecasts will be informational and non-binding.



 


		2.4.1	Firm
                                         Orders. An order to which Medtronic is bound will be referred to in this Section
                                         2.4 as a “Firm Order.” Firm Orders may be rescheduled only by mutual agreement
                                         or cancelled in accordance with Section 2.5.4 (Termination of Orders), or in accordance
                                         with the Flexibility Table that is an Attachment to a BUSA. Medtronic shall provide Supplier
                                         with an initial Firm Order for Product for three (3) months.



 


		2.4.2	Product
                                         Order Process. Unless otherwise provided in an SMI Agreement, Products will be ordered
                                         via standard Medtronic purchase orders, which shall, at a minimum, identify the Product
                                         and set forth the corresponding quantities, confirmation of price, delivery dates, shipping
                                         instructions and shipping addresses. Medtronic may submit purchase orders via mail, fax,
                                         email or, if mutually agreed by the parties, electronic data interchange (EDI). Orders
                                         placed by Third Party Purchasers shall be via the normal business practices of those
                                         Third Party Purchasers. Orders will be deemed accepted upon receipt unless notice of
                                         non-acceptance is provided by Supplier within five (5) Business Days thereafter.



 


		2.4.3	Initial
                                         Forecast.  Medtronic shall also provide Supplier with a written, non-binding, Product
                                         purchase forecast in monthly increments consisting of a forecast for the nine (9) months
                                         after the end of the Firm Order (“Planning Period”). The above forecasts
                                         are non-binding and Medtronic may change them at any time by providing a new written
                                         forecast to Supplier.



 


		2.4.4	Subsequent
                                         Forecasts and Orders. At the start of each calendar month, the Products forecast
                                         for the first month of the Planning Period forecast automatically become part of 



 






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an
additional month at the end of the Firm Order, so that a rolling Firm Order of three (3) months is always maintained. Within the
first five (5) Business Days after the start of each calendar month, Medtronic shall deliver a new Planning Period forecast, revised
so that forecasts for nine (9) month periods are always maintained.


 


		2.5	Order
                                         Terms.



 


		2.5.1	Surge
                                         Capacity. Supplier shall satisfy all Medtronic orders that are submitted in a manner
                                         consistent with the terms of this Agreement. Supplier shall have the capacity to satisfy
                                         at least a [****] increase over the forecasted amount.



 


		2.5.2	Allocation.
                                         Supplier will satisfy orders submitted by Medtronic and Third Party Purchasers. If Supplier
                                         cannot deliver all Products when due, Supplier shall give Medtronic and any Third Party
                                         Purchaser orders first priority to capacity for production and delivery of Product other
                                         than only as to capacity necessary to fulfill mandatory government contract commitments.
                                         Should any material or component be in short supply so that Supplier's needs exceed market
                                         availability, then Supplier agrees that, with respect to materials or components purchased
                                         or ordered specifically for Manufacture of the Products, Supplier will not utilize such
                                         material or components other than for the Manufacture of Products for Medtronic. In addition,
                                         and not in lieu of the foregoing, if Supplier fails to deliver Product on a timely basis
                                         and Medtronic is required to procure such Product from another supplier, Supplier shall
                                         pay for qualification costs and shall be liable for any increase over the relevant price
                                         listed in a BUSA or purchase order submitted thereunder. In any event, if Supplier cannot
                                         supply the full amount of the order within the time requested, Medtronic may cancel any
                                         or all of such order.



 


		2.5.3	Cancellation
                                         of Orders. Medtronic may cancel, in whole or in part, any order for Product by giving
                                         Supplier written notice. Upon receipt of such notice, Supplier will immediately stop
                                         any Manufacturing work in process covered by such cancellation notice. Medtronic will
                                         reimburse Supplier for the actual, non-recoverable Manufacturing costs incurred up to
                                         such cancellation time only for orders corresponding to the three (3) month period from
                                         the date of delivery of Medtronic’s cancellation (but not in excess of the cancelled
                                         Product price for up to the number of cancelled Products), provided that:



 


		(i)	Supplier
                                         submits a written claim, to Medtronic within thirty (30) days of Medtronic’s notice
                                         of cancellation, detailing the reasonable and actual additional costs directly attributable
                                         to the cancellation; and



 


		(ii)	Supplier
                                         transfers to Medtronic ownership of and, upon Medtronic’s request, delivers the
                                         raw material, component and work in process inventory, and the finished goods inventory
                                         paid for by Medtronic; and



 


		(iii)	Supplier
                                         uses its best efforts to mitigate the liability of Medtronic by, for example, cancelling
                                         or returning components to Supplier’s vendors, or by using raw material, component
                                         and work in process inventory, or finished goods inventory in other Medtronic or Third
                                         Party Purchaser orders, or for Supplier’s other customers. 



 


		2.5.4	Termination
                                         of Orders. Medtronic may terminate in whole or in part an order or orders by written
                                         notice to Supplier (i) for safety or regulatory reasons, (ii) if, as a result of a Force
                                         Majeure event, Supplier remains unable to deliver such Product for more than thirty (30)
                                         days, or (iii) if Supplier fails to cure a material breach with respect to the order
                                         within thirty (30) days after written notice.



 


		2.6	Delivery.



 


		2.6.1	Shipping
                                         Terms. Unless otherwise specified in an applicable order, delivery of Products will
                                         be F.O.B. Supplier’s Facility, and title and risk of loss will pass at that point.
                                         Medtronic shall pay all shipping costs.



 


		2.6.2	Shipment.
Shipment of the Products will be freight collect via Medtronic-designated mode and carrier. Supplier will ship Products using
the method of shipment and carrier specified on Medtronic’s purchase order, or if none is specified, via Medtronic’s
preferred



 






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carrier such
                                         that the Products will be delivered by the requested delivery dates and to the locations
                                         specified in Medtronic’s purchase orders or as indicated by the SMI program, if
                                         applicable. Supplier shall use the Medtronic account number, if available, with such
                                         carriers when shipping Products. Unless the carrier is specified on the purchase
                                         order, Supplier shall verify with Medtronic that the carrier is a preferred Medtronic
                                         carrier before shipping Products or within specified lead time if SMI program is utilized.
                                         If Supplier fails to comply, shipment is FOB destination with Supplier bearing the risk
                                         of loss and cost of delivery. Supplier shall provide Medtronic electronic notice of each
                                         Product shipment on the shipment/delivery date.


 


		2.6.3	Delays.
                                         Supplier shall promptly notify Medtronic of any actual or prospective delay in delivery
                                         and Supplier shall obtain Medtronic’s approval prior to making any partial deliveries.
                                         If the delivery of Product is delayed through no fault of Medtronic and without a Force
                                         Majeure event, Medtronic may, at its option, in addition to its other rights and remedies
                                         under this Agreement, cancel or reschedule the order in whole or in part without liability
                                         or require Supplier to deliver Product by means of commercially reasonable premium transport
                                         identified by Medtronic, at Supplier’s cost or take a five percent (5%) discount
                                         on all orders delayed more than ten (10) days or a ten percent (10%) discount on all
                                         orders delayed more than thirty (30) days. Product shall not be delivered early without
                                         Medtronic’s prior written consent. In the event of a rescheduled or cancelled order
                                         per this section, Medtronic still shall be considered to have met all firm or other commitments
                                         set forth in Section 2.3 as to the period in which such orders were originally scheduled
                                         and any rescheduled amount shall further count toward any firm commitment for the period
                                         in which it is actually delivered.



 


		2.7	Shipments
                                         to Third Parties. If requested by Medtronic, Supplier will drop ship Product to a
                                         third party identified by Medtronic at Medtronic’s cost.



 


	 	3.       	PRICING AND PAYMENT




 


		3.1	Prices.



 


		3.1.1	Product
                                         Pricing. Product prices shall be calculated as provided in the BUSA placed thereunder
                                         and will be firm for the Initial Term, except as set forth below. The pricing in the
                                         BUSA or purchase order may be amended by authorized representatives of Supplier and Medtronic
                                         by executing an amended BUSA in the manner set forth in Section 11.9 (Order of Precedence;
                                         Entire Agreement and Modifications), which must include the effective date of the amended
                                         BUSA. Thereafter such prices will be subject to review and good faith negotiation at
                                         the request of either party, not more than once per year. Mutually agreed prices will
                                         remain in effect until changed on the basis specified in this Section.



 


		3.1.2	Open
                                         Book Costing. Supplier shall provide open book costing on selected components as
                                         requested by Medtronic. Component cost elements required by Medtronic include, but are
                                         not limited to, the items listed in the Component Costing Matrix below.



 


Component
Costing Matrix






	Medtronic
    Material Number	Supplier
    Material Number	Material
    Number Description	Raw
    Material Type	Raw
    Material Content (U/M)	Raw
    Material Cost	Raw
    Material Mark Up	Labor
    Cost	Machine
    Cost	Burden
    Rate	Process
    Yield	Secondary
    Process Description	Secondary
    Process Cost	Supplier
    Margin	Total
    Component Cost
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







*Note:
All costs are documented per unit produced.


 


Supplier
shall maintain complete and accurate accounting records, in a form in accordance with generally accepted accounting principles,
to substantiate Supplier’s fees, charges and expenses under the Agreement. Supplier shall retain such records for a period
of three (3) years from the date of final payment or termination or expiration of the Agreement. Medtronic may audit (or have
audited), on behalf of itself and/or any Third Party Purchasers, Supplier’s records pertaining to the Agreement. Upon request


 






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and reasonable advance notice, Supplier shall permit Medtronic’s representatives to enter the place where such records are
kept during reasonable hours for purposes of inspecting, copying, and auditing such records. Supplier shall reasonably cooperate
as requested with the audit. All information produced during such audit shall not be disclosed to third parties without Supplier’s
consent, except when required by law or regulation. In the event that an audit reveals that Supplier has overcharged Medtronic
or any Third Party Purchaser, Supplier shall refund such overpayment to Medtronic or the applicable Third Party Purchasers within
ten (10) Business Days following written demand by Medtronic. In addition, in the event that an audit reveals that Supplier has
overcharged Medtronic or any Third Party Purchasers by more than five percent (5%) in any given quarter, Supplier shall pay all
reasonable fees and costs for such audit. 


 


		3.1.3	Cost
                                         Reductions. Supplier shall reduce the aggregate cost of Products by at least [****]
                                         each year over year. The price reductions will commence on the first day of the Medtronic
                                         fiscal year following the Effective Date and will thereafter occur on the first day of
                                         each subsequent fiscal year. Cost reduction efforts shall not compromise quality or reliability,
                                         and Supplier shall comply with the Quality Requirements with respect to design and process
                                         changes. Supplier shall give Medtronic notice of the cost reductions as soon as practicable,
                                         but in any event within thirty (30) days of the accomplished reduction. Thereafter, all
                                         invoices shall reflect such reduced pricing. 



 


		3.1.4	Value
                                         Analysis Value Engineering (“VAVE”) and Productivity Improvements. Medtronic
                                         and Supplier intend to work together throughout the term to reduce prices. Supplier shall
                                         at the request of Medtronic or a Business Unit form a team at its cost to work on VAVE
                                         and/or productivity improvement projects to support any cost down initiatives. If the
                                         cost improvement opportunity is identified by Medtronic, the savings will apply 100%
                                         to the Product associated with the reduction. If the cost improvement is identified by
                                         the Supplier, Supplier may apply fifty percent (50%) of the savings towards the Products
                                         associated with the reduction in the first year and the balance in the second year. Unless
                                         otherwise agreed upon by Medtronic, cost savings that are identified by Medtronic are
                                         in addition to the annual price reduction while cost savings that are identified by the
                                         Supplier can be applied towards the annual price reduction initiative set forth above.



 


		3.1.5	Favored-Customer
                                         Pricing and Terms. If Supplier offers a product substantially comparable in quality
                                         and design to any Product covered by the Agreement to any third party at pricing or terms
                                         more favorable (based on comparable quantities) than the prices or terms in the Agreement,
                                         Supplier will promptly notify Medtronic and extend the more favorable pricing or terms
                                         to Medtronic and any Third Party Purchasers.



 


		3.2	Volume
Growth Reduction. In addition to the annual price reduction, Medtronic shall receive a [****]
price reduction for all Products for every [****] ($[****]) cumulative across all BUSAs and through a Third Party Purchaser) increase
in business from a baseline spend of $XXXXXXX. Volume growth price reductions shall be applied on May of each subsequent year
during the term of this Master Agreement. If there is a dispute and the parties are unable to agree on the volume growth price
reduction, either party may submit the matter to the Dispute Escalation mechanism set forth in Section 11.8 (Dispute Escalation).



 


		3.3	Payment
                                         Terms. Payment terms shall be NET ninety (90) after
                                         the date of invoice or the date of delivery, whichever is longer. Invoicing requirements,
                                         if any, will be as specified in a mutually agreed electronic format, or if there is no
                                         such format, in the applicable order. Medtronic may pay invoices electronically via a
                                         means that is in reasonably common commercial use, which as of the Effective Date is
                                         by Automated Clearing House in the CTX format, or such other means as designated by Medtronic.
                                         Following request by Medtronic, Supplier shall submit invoices electronically via a means
                                         specified by Medtronic. Supplier may enroll in the Supplier Program offered by CitiBank
                                         N.A.



 


		4.	PRODUCTION
                                         AND QUALITY



 


		4.1	Production.
                                         



 






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		4.1.1	Product Manufacturing.
                                         Supplier shall Manufacture, package and label the Products in strict accordance with
                                         the applicable Specifications and the Quality Requirements. Except as expressly provided
                                         for in Supplier’s approved disaster recovery plan (in which case Medtronic shall
                                         receive notice of such change immediately), Products shall be Manufactured only at the
                                         Supplier Facility designated in the BUSA or purchase orders placed thereunder unless
                                         Medtronic, in its sole discretion, provides advance written approval of an alternative
                                         facility. Supplier shall comply with the applicable Quality Requirements when making
                                         any changes permitted by Medtronic to Product Specifications, design, materials, production
                                         processes or production testing.



 


		4.2	Risk Management.



 


		4.2.1	Disaster Recovery.
                                         Supplier shall practice ongoing business continuity planning to minimize disruptions
                                         to its ability to fulfill its obligations under the Agreement. Supplier shall maintain
                                         a written disaster recovery plan approved by Medtronic and shall cooperate with Medtronic’s
                                         efforts to periodically review Supplier’s plan and planning. The current plan is
                                         attached as Exhibit B. Supplier shall notify Medtronic
                                         within twenty-four (24) hours if, in accordance with the disaster recovery plan, Supplier
                                         plans to move the Manufacture of any Product to a different Supplier facility.



 


		4.2.2	Single and Sole Source
                                         Risk Management. Supplier shall practice ongoing single- and sole-source, supplier
                                         risk management. For each BUSA, on a mutually agreed schedule, Supplier shall provide
                                         Medtronic with written sole source supplier information that includes an assessment of
                                         the risk associated with the sole-sourced material and processes and a risk-mitigation
                                         plan for those materials and processes that are determined to be high risk.



 


		4.3	Quality. Supplier shall
                                         comply with the Quality Requirements in its performance of the Agreement. Supplier shall
                                         also comply with Applicable Laws, applicable standards of the International Standards
                                         Organization (ISO) and all other quality standards and quality assurance plans referenced
                                         in the Agreement and the Specifications. Each set of applicable Quality Requirements
                                         for a particular Product survive until such Quality Requirements are replaced with other
                                         Quality Requirements, or such Products are no longer provided by this Supplier under
                                         the Agreement or otherwise.



 


		4.4	Epidemic Failure Event.
                                         Upon occurrence of a suspected Epidemic Failure Event, Medtronic shall promptly notify
                                         Supplier, and shall provide, if known and as may exist, a description of the failure,
                                         and the suspected lot numbers, serial numbers or other identifiers, and delivery dates,
                                         of the Nonconforming Products. Medtronic shall make available to Supplier samples of
                                         the Nonconforming Products for testing and analysis. Upon receipt of Product from Medtronic,
                                         Supplier shall promptly provide its preliminary findings regarding the cause of the nonconformance.
                                         The parties shall cooperate and work together to determine root cause. Thereafter, Supplier
                                         shall promptly provide the results of its root cause corrective analysis, and if it is
                                         determined to be an Epidemic Failure Event, its proposed plan for the identification
                                         of and the repair and/or replacement of the affected Products, and such other appropriate
                                         information. Supplier shall recommend a corrective and preventative action program which
                                         identifies the affected units for repair or replacement, and which minimizes disruption
                                         to the end user and eliminates the failure going forward. Medtronic and Supplier shall
                                         consider, evaluate and determine the corrective and preventative action program. In the
                                         event the test equipment necessary to test and analyze the Nonconforming Product is no
                                         longer in Supplier’s possession due to a planned phase-out of such equipment, Medtronic
                                         and Supplier shall identify an alternative method (including without limitation timing
                                         and cost elements) by which to test and analyze the Epidemic Failure Event to both parties’
                                         satisfaction.



 


In the event of an Epidemic Failure
Event, Supplier shall, in addition to any remedies related to Nonconforming Product set forth in a Quality Agreement, reimburse
all direct, reasonable, and documented labor, equipment and processing costs incurred by Medtronic solely as a result of the implementation
of the corrective action program for such Epidemic Failure Event, including test procedures, test equipment, the testing of Products.


 



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		4.4.1	For purposes of this Agreement,
                                         “Epidemic Failure Event” shall mean the occurrence of the same nonconformance
                                         (i) attributable to the same root cause found in five percent (5%) or more of units of
                                         a particular Product, with a minimum of twenty (20) units, shipped by Supplier during
                                         a consecutive three (3) month period where such nonconformance is verified by Supplier
                                         and by Medtronic, or an independent third party determined by Medtronic subject to Supplier’s
                                         reasonable consent, such consent not unreasonably withheld; (ii) occurring within fifteen
                                         (15) months after the date of delivery of such Products; and (iii) resulting from (w)
                                         defects in workmanship, including Supplier’s failure to identify defects in any
                                         components or materials that Supplier could have identified by following the Supplier’s
                                         documented processes (which have been provided to Medtronic) or such other mutually agreed
                                         to processes for inspection or testing at incoming inspection of such components and
                                         materials, or following agreed upon testing procedures for Products during Supplier’s
                                         manufacturing process or at final testing, but excluding Manufacturing defects that are
                                         Medtronic’s Responsibility (as defined below), (x) the Manufacturing process, (y)
                                         Supplier’s Manufacturing process design, or (z) Supplier’s failure to Manufacture
                                         the Product in accordance with the Specifications in effect at the time of production.



 


		4.4.2	“Medtronic’s
                                         Responsibility” shall consist of any of the following: (i) a design defect in any
                                         aspect of the Product other than Manufacturing process design defects that are Supplier’s
                                         responsibility as set forth above in 4.4.1 if the design is Medtronic’s design;
                                         (ii) a Manufacturing defect in any components Manufactured or supplied by Medtronic;
                                         (iii) misinformation from Medtronic; (iv) Medtronic’s negligent or knowing release
                                         of any Non-conforming Products, where such Products have caused a safety hazard, regulatory
                                         violation or Epidemic Failure Event; or (v) any other failure of Medtronic to properly
                                         carry out actions which are Medtronic’s responsibility under this Agreement.



 


		4.5	Specification Changes.
                                         Specifications may be revised from time to time as mutually agreed in writing between
                                         the parties (either by execution of an amended BUSA Attachment A that references the
                                         new revision level or other writings of the parties). Supplier shall not unreasonably
                                         withhold approval to Specifications changes proposed in writing by Medtronic (each change
                                         a “PCN”). Supplier will use commercially reasonable efforts to evaluate the
                                         feasibility of the PCN requested by Medtronic within ten (10) Business Days of receipt
                                         and respond to Medtronic in writing with the potential impact of the PCN on current on-hand
                                         or on-order component inventory, work-in-progress Products (“WIP”), finished
                                         goods Products, and/or the delivery schedule. In addition to the written response provided
                                         above, Supplier will use commercially reasonable efforts to respond to Medtronic within
                                         ten (10) business days with a written evaluation of the PCN including: (i) engineering
                                         time to implement the PCN, (ii) the cost to modify tools or test fixtures or similar
                                         non-recurring expenses, (iii) the quantity of components Supplier has on hand and/or
                                         on order with its suppliers related that can no longer be used due to the PCN, (iv) the
                                         cost to rework WIP (if applicable) and any impacts to Product price resulting from the
                                         PCN, (v) the expected effect on the delivery schedule to include (if applicable) the
                                         effect on all in-process work (e.g., re-workable, repairable, etc.), and (vi) the manner
                                         in which the PCN will be implemented by Supplier. Supplier will not proceed to implement
                                         the PCN until Medtronic has approved the charges and Supplier actions described in the
                                         Supplier evaluation that is provided to Medtronic. The price for a Product covered by
                                         a revised Specification shall remain the same as before the revision, unless the revisions
                                         will result in an increase or decrease in costs at least +/- 5% of any cost element of
                                         the applicable quote (e.g. materials, components, labor, test); in that case, the Supplier
                                         will notify Medtronic of the anticipated change in costs, and the parties will negotiate
                                         a new price (based on the increase or decrease in costs) and the BUSA Attachment A will
                                         be amended accordingly.



 


		4.6	Use and Return of Medtronic
                                         Property. Any equipment and tooling that Medtronic furnishes to Supplier or Supplier
                                         purchases at Medtronic’s expense shall be pursuant to the Terms and Conditions
                                         for Tooling attached as Exhibit D and incorporated by reference



 



    10


     


    

 


		4.7	Subcontracting. Supplier
                                         may not subcontract any of its obligations under the Agreement without Medtronic’s
                                         prior written consent signed by an authorized representative of Medtronic. If Medtronic
                                         consents to such an arrangement, any subcontracting will be subject to the following
                                         terms:



 


		4.7.1	The subcontracting must
                                         be under a written agreement which (i) obligates the subcontractor to comply with all
                                         relevant terms and conditions of this Agreement as though it were Supplier, (ii) names
                                         Medtronic as a third party beneficiary with the right to enforce the rights of Supplier
                                         under such subcontract agreement, and (iii) authorizes Supplier to disclose the terms
                                         of the subcontract agreement to Medtronic. Supplier shall provide Medtronic with a copy
                                         of a subcontract agreement promptly after Medtronic’s request.



 


		4.7.2	Supplier is responsible
                                         for all acts and omissions of its subcontractor and guarantees the subcontractor’s
                                         performance.



 


		4.8	Discontinuation. Supplier
                                         shall not discontinue a Product during the Initial Term (defined in 10.1) or as noted
                                         in a BUSA for that BUSA only. Following such Initial Term, if Supplier desires to stop
                                         making a Product, Supplier shall give Medtronic and any Third Party Purchasers written
                                         notice (“Discontinuation Notice”) at least two (2) years before the date
                                         on which Supplier is planning to stop making a Product (“Discontinuation Date”).
                                         In such case, Supplier will provide a backup plan for Medtronic to mitigate risk to Medtronic.
                                         Medtronic is not obligated to accept such plan. So long as Medtronic and any Third Party
                                         Purchasers place orders at least three (3) months before the planned Discontinuation
                                         Date, Supplier shall accept last time buy orders for the discontinued Product(s) at the
                                         prices in effect as of the Discontinuation Notice provided, however, that Supplier shall
                                         additionally pass on any savings that result due to the increased volumes ordered. Unless
                                         the parties agree otherwise in the order document, delivery of the Product in a last
                                         time buy order shall be within one (1) year of the Discontinuation Date. Medtronic’s
                                         rights hereunder extend to volumes of Products for Third Party Purchasers. Medtronic
                                         may invoke the license and technology transfer specified under Section 7.3 (Failure to
                                         Supply License) for discontinued Products by written notice to Supplier given no more
                                         than three (3) months after receipt of the Discontinuation Notice.



 


		5.	REGULATORY COMPLIANCE
                                         



 


		5.1	Supplier Diversity.



 


		5.1.1	Flow Down. For
                                         all supplies, goods, materials or services provided pursuant to the Agreement, Supplier
                                         shall comply with the requirements of the Federal Acquisition Regulation (FAR) clause
                                         52.219-8, entitled “Utilization of Small Business Concerns (October 2014),”
                                         which is incorporated into this Agreement. Supplier shall review and be familiar with
                                         all of the requirements of 52.219-8 which may be viewed at www.acquisition.gov/far/.
                                         If the value of the Agreement is greater
                                         than $700,000, and Supplier is not a “small business” under applicable rules
                                         of the Small Business Administration, 13 C.F.R. Part 121, Supplier must include FAR 52.219-8
                                         in all subcontracts that offer further subcontracting opportunities.



 


		5.1.2	Policy. It is Medtronic’s
                                         policy that Diverse Subcontractors, as defined below, shall have the maximum practicable
                                         opportunity to participate in the performance of work and services for Medtronic and
                                         Medtronic’s subcontractors and suppliers. If there is a conflict between FAR 52.219-8
                                         and the following, the requirements of FAR 52.219-8 will take precedence.



 


		5.1.3	Section Definitions.



 


"Diverse Subcontractors"
means suppliers and subcontractors that are small, "HUBZone small business concerns," “women-owned small business
concerns,” "small disadvantaged business concerns," “veteran-owned small business concerns”, and “service
disabled veteran-owned small business concerns,” each as defined in FAR 52.219-8.


 


“Diverse Subcontractors”
also includes “Women Business Enterprise” concerns and


 



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“Minority Business Enterprise” concerns.


 


“Women Business Enterprise”
concern is one that is unconditionally owned and controlled by one or more women and certified as a woman-owned business concern
by an independent agency approved by Medtronic.


 


"Minority Business Enterprise”
concern is one that is unconditionally owned and controlled by a member or members of a group listed in 13 C.F.R. §124.103
and certified as a minority-owned business concern by an independent agency approved by Medtronic. Ownership and control of a
Minority Business Enterprise will be determined in accordance with the principles of ownership and control found in 13 C.F.R.
§§124.105 and 124.106. See www.medtronic.com/supplierdiversity for socio-economic category definitions and certification
processes.


 


		5.1.4	Requirement. Supplier
                                         agrees that Diverse Subcontractors shall have the maximum practicable opportunity to
                                         participate in performing subcontracts and in supplying goods and services used in the
                                         performance of the Agreement.



 


		5.1.5	Diversity Commitment.
                                         Upon request, Supplier shall provide Medtronic with periodic reports, identifying its
                                         Diverse Subcontractors and the total amount paid in the subject period to each Diverse
                                         Subcontractor, and description of Supplier’s efforts to comply with this clause.
                                         Medtronic may consider the extent of good faith efforts by potential subcontractors and
                                         suppliers and existing subcontractors and suppliers in carrying out the purpose of this
                                         clause in determining whether to award or extend a subcontract or supplier agreement.
                                         Supplier agrees to establish and update any changes to its profile and certifications
                                         throughout the term of the Master Agreement on the Medtronic Supplier Registration Portal
                                         (MSRP), at www.medtronic.com/supplierdiversity.



 


		5.2	Import/Export and Trade Control
                                         Compliance.



 


		5.2.1	Supplier shall comply
                                         with the applicable Import/Export Laws and Trade Control Laws regarding the shipping,
                                         purchase, procurement, import, export, and any other transfer of all Products and any
                                         parts, components or materials incorporated into all Products. For purposes of Sections
                                         5.2.1 and 5.2.2, Products includes product-associated technology and technical data,
                                         whether provided by Medtronic or Supplier, and the documents related to that technology
                                         and data. Supplier represents and warrants that all provision of Products and services
                                         by Supplier under this Agreement and all payments for such activities comply with the
                                         Import/Export Laws and Trade Control Laws, including the terms of any relevant authorizations
                                         issued by the U.S. or other governments. Supplier shall immediately notify Medtronic
                                         if Supplier’s export privileges are denied, suspended or revoked in whole or in
                                         part by any U.S. or non-U.S. government or non-governmental entity or agency.



 


		5.2.2	Supplier hereby acknowledges
                                         and confirms that, unless specifically authorized in this Agreement and under applicable
                                         Import/Export Laws or Trade Control Laws, it will not sell, ship, export, re-export,
                                         re-transfer or divert Products, product-associated technology or technical data that
                                         are sold or otherwise provided hereunder (including samples), directly or indirectly
                                         through third parties or otherwise, to any Restricted Party or to or through countries
                                         or regions that are the target of sanctions under Trade Control Laws (presently, Cuba,
                                         Iran, North Korea, Sudan, Syria, and the Crimea region).



 


		5.2.3	Supplier understands that
                                         Medtronic’s participation, directly or indirectly, in any business under terms
                                         that would support or facilitate a boycott against Israel or any other boycott not recognized
                                         by the U.S., is prohibited. Notwithstanding any other provision of this Agreement, neither
                                         Medtronic nor Supplier shall be required to take, or to refrain from taking, any action
                                         where to do so would be inconsistent with or penalized under the laws of the U.S. or
                                         any foreign jurisdiction, including without limitation the anti-boycott laws administered
                                         by the U.S. Commerce and Treasury Departments.



 



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		5.2.4	U.S. Customs-Trade
                                         Pact Against Terrorism (C-TPAT). Supplier will: (i) obtain certification under the
                                         U.S. C-TPAT program, as described https://www.cbp.gov/border-security/ports-entry/cargo-security/c-tpat-customs-trade-partnership-against-terrorism
                                         and provide evidence of such certification to Medtronic; or (ii) demonstrate to Medtronic
                                         that it meets the criteria for such certification and has policies and procedures in
                                         place that meet C-TPAT requirements.



 


		5.2.5	Notwithstanding the foregoing,
                                         Medtronic shall serve as the official importer of record for customs purposes for Products
                                         delivered to Medtronic under the Agreement.



 


		5.2.5.a	Supplier Instructions.
                                         Supplier will provide, completely and accurately, all information required in the current
                                         version of the supplier instructions, the current version of which as of the Effective
                                         Date is attached to this Agreement as Exhibit C, and such other information as otherwise
                                         reasonably requested by Medtronic. Supplier will deliver the completed supplier instructions
                                         form at the time that Medtronic places the order, and in no event later than the date
                                         of arrival of the Product into the United States. Supplier will provide the other information
                                         in a timely manner.



 


		5.2.5.b	Certificates of Origin
                                         and other Customs Information.  



 


		i.	No later than thirty (30) days before the first shipment
of Products to Medtronic, Supplier must provide Medtronic a statement specifying, for each Product, the Product name and description,
Medtronic and Supplier part numbers, Harmonized Tariff Schedule (HTS) number, the country of origin under U.S. and non-U.S. Customs
laws and regulations (“Origin”), and the manufacturer name and location. Supplier will also provide, as requested,
any other documentation that is required for the relevant customs authority and other government agency compliance.



 


		ii.	If the Products provided under this Agreement qualify
for preferential duty treatment under a Free Trade Agreement such as the North American Free Trade Agreement (NAFTA), Supplier
must provide Medtronic’s Global Trade Operations Department with a Certificate of Origin (“Certificate”) to
enable Medtronic to claim preferential duty treatment at the time of entry. Supplier acknowledges that the Certificate will be
used by Medtronic as proof of eligibility for preferential duty treatment, and agrees to provide full cooperation to Medtronic
for any U.S. or non-U.S. Customs inquiries into preferential duty claims that arise out of any Product furnished under this Agreement.
Unless Medtronic requests individual Certificates for each shipment, Supplier may provide annual blanket Certificates to cover
multiple shipments during the calendar year.



 


		iii.	Supplier shall send all Product information, Certificates,
and other documentation described in paragraphs i. and ii. of this clause to Medtronic’s Global Trade Operations Department
at the following e-mail address: rs.originverification@medtronic.com.



 


		iv.	Supplier must notify Medtronic in writing of any change
in the Origin of any Product within thirty (30) days.



 


		v.	Medtronic will notify Supplier in writing if Supplier
fails to supply documentation required under paragraphs i. through iv. of this clause, and Supplier agrees to provide Medtronic
the relevant documentation within 30 days of receipt of notice from Medtronic.



 


		5.2.5.c	Trade Remedy Proceedings.  Supplier understands that
the Products it produces may be, either now or in the future, subject to one or more trade 



 



    13


     


    

 


	 	 	remedy proceedings (e.g., anti-dumping,
countervailing duty, safeguard) in the U.S. or another country, which may result in the imposition of additional duties or other
charges on the Products. If such proceedings are initiated, Supplier agrees to notify Medtronic’s Global Trade Operations
Department in writing at the following email address: rs.globaltradeoperations@medtronic.com within seven (7) days, and at
Medtronic’s request, Supplier will cooperate fully with Medtronic and with requests for information required from the competent
government authorities in the importing country. Supplier further understands and agrees that such cooperation may require it
to provide confidential sales and cost information to Medtronic, and if necessary the competent authorities, to determine whether
the Products are included in the scope of a trade remedy proceeding and/or calculate the amount of the duty or other charge on
the Products.



 


At all times
before, during, or after the initiation of a trade remedy proceeding in the U.S. or another country, Supplier agrees to take all
available steps necessary to minimize the risk that additional duties or other charges may be imposed on its Products sold to
Medtronic. Medtronic retains the right to terminate the Agreement if additional duties or other charges are imposed on the Products
produced by Supplier.


 


		5.3	Conflict Minerals.
                                         For Products delivered to Medtronic or a Third Party Purchaser under this
                                         Agreement, Supplier shall provide Medtronic, at no additional cost, with assistance and
                                         sufficient documentation, as reasonably determined by Medtronic, to enable Medtronic
                                         to comply with its obligations under Section 1502 of the Dodd-Frank Wall Street Reform
                                         and Consumer Protection Act (the “Reform Act”) and the rules and regulations
                                         promulgated thereunder relating to Conflict Minerals as defined in the Reform Act, and
                                         other similar laws or regulations. Such assistance and documentation may include but
                                         shall not be limited to (i) completing and submitting questionnaires or templates relating
                                         to the origin of products, materials, parts, components, metals or any Conflict Minerals
                                         contained in the Products (collectively, “Surveys”) within the deadline requested
                                         by Medtronic; (ii) promptly responding to Medtronic’s questions or request for
                                         additional information with respect to Supplier’s Survey; and (iii) to the extent
                                         the Products contain Conflict Minerals, using diligent efforts to ensure traceability
                                         of those metals to the smelter level, including working with Supplier’s sub-suppliers
                                         to identify the origin of the Conflict Minerals. Supplier agrees to maintain any documentation
                                         and data related to Supplier’s obligations under this Section, including any traceability
                                         data, for a period of five (5) years and agrees to provide Medtronic with a copy of such
                                         documentation or data promptly upon request. This obligation survives termination or
                                         expiration of this Agreement. From time to time, Medtronic has the right to notify Supplier
                                         of changes to the requirements of this Section. 



 


		5.4	Environmental Product Regulation
                                         Compliance. Supplier shall comply with the following terms and conditions for all
                                         Products provided to Medtronic:



 


		5.4.1	Supplier shall provide
                                         full disclosure of all materials and components used in the Products (“Materials
                                         Disclosure”) to Medtronic to enable Medtronic to comply with all obligations regarding
                                         restrictions on certain substances in Products as required by Environmental Regulation.
                                         Further, Supplier shall comply with all Environmental Regulations applicable to the Products.
                                         For the purposes of this section, “Environmental Regulations” shall include
                                         any and all laws, regulations, directives, ordinances, orders and decrees of any kind,
                                         adopted or implemented in any country, state, region or jurisdiction, which govern, regulate
                                         or restrict: (i) the use of hazardous substances; (ii) restrictions on batteries, accumulators
                                         and waste batteries and accumulators; and (iii) materials used in packaging and packing
                                         materials in Products, including, but not limited to, the registration, evaluation, authorization
                                         and restriction of chemicals (REACH) and Restriction of Hazardous Substances (RoHS).
                                         Supplier shall provide Medtronic with assistance and sufficient documentation, as reasonably
                                         determined by Medtronic, to 



 



    14


     


    

 


	 	 	enable Medtronic to verify the materials used in the Products
                                         and that Products are in full compliance with Environmental Regulations.



 


		5.4.2	Upon request, Supplier
                                         shall provide Medtronic with a report on the status of the Products’ ongoing compliance
                                         with Environmental Regulations in an electronic format prescribed by Medtronic. Any such
                                         report shall include Supplier’s representation and warranty that, as of the date
                                         of the report, the Products are in full compliance with all applicable Environmental
                                         Regulations.



 


		5.4.3	Intentionally omitted.



 


		5.4.4	During the term of this
                                         Agreement, in accordance with applicable Quality Requirements, Supplier shall promptly
                                         notify Medtronic of any changes in the Products’ design, technical specification,
                                         composition, components, substances or materials, or any changes in a supplier of
                                         a component, substance or material, that may have an impact on the ongoing compliance
                                         of the Products with Environmental Regulations.



 


		5.4.5	Supplier represents that
                                         it gathered the information required by this Agreement and that all information submitted
                                         to Medtronic in connection with this Agreement is accurate. Supplier acknowledges that
                                         Medtronic will rely on this representation in determining the compliance of its products.



 


		5.5	Responsible Sourcing.
                                         Supplier shall comply with all applicable laws relating to human rights, health/safety
                                         and ethics. Medtronic’s Global Supplier Standards are posted in the Responsible
                                         Supply Management section of Medtronic’s website.



 


		5.6	Equal Opportunity. Medtronic and Supplier shall, to
the extent they apply, abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations
prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities,
prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin and require affirmative
action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected
veteran status or disability. Supplier shall comply with all applicable labor laws, rules, and regulations, including but not
limited to, all laws forbidding the solicitation, facilitation, or any other use of slavery or human trafficking.



 


To the extent applicable, Medtronic
incorporates by reference 29 Code of Federal Regulations (C.F.R.) Part 471, Appendix A to Subpart A. Vendor further understands
that Medtronic is a prime contractor to the United States Government.  Accordingly, this Agreement incorporates CFR 52.212-5(e)(1)
and CFR 52.244-6 of the Federal Acquisition Regulation (“FAR”) by reference, with the same force and effect as if
it were given in full text herein.


 


If Supplier is required by federal
regulations to file Employer Information Report EEO-1 (standard form 100) or Federal Contractor Veterans Employment Report VETS-100A,
Supplier certifies that it has done so or will file such reports in accordance with applicable instructions and will continue
to file such reports unless or until no longer required by law or regulation.


 


		5.7	Regulatory Support. Supplier
                                         agrees to provide Medtronic with all information about the Products necessary, in Medtronic’s
                                         reasonable opinion, to enable Medtronic to take the steps needed to permit the marketing
                                         and sale of Medtronic products into which the Products are incorporated (and to permit
                                         the marketing and sale of any other Products which are sold as accessories to any Medtronic
                                         products) in all jurisdictions in the world in which Medtronic chooses to market and
                                         sell the Products and such Medtronic products. Such steps include making regulatory submissions
                                         and/or self-certifications, as applicable, and successfully obtaining such regulatory
                                         registrations, clearances and approvals as are needed to permit such marketing and sale.
                                         The relevant United States Food and Drug Administration (“FDA”) reviewer
                                         guidance documents or relevant requirements of other regulatory bodies shall be considered
                                         for the purposes of determining what information is necessary.



 



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Where specific
testing is required to comply with the laws governing such regulatory registrations, clearances, approvals and self-certifications,
then Medtronic shall be responsible for obtaining such testing except where Supplier specifically commits to undertake such testing.
Supplier agrees to assist Medtronic in developing test protocols for the Medtronic products that incorporate the Products and
in answering questions from FDA and other regulatory authorities concerning Medtronic’s submissions, insofar as such questions
relate to any of the Products. Medtronic is solely responsible for determining the intended use of the Products and for the validation
of the Products and their respective drawings and Specifications for such intended use.


 


		5.8	Federal Acquisition Regulation.
                                         Seller understands that Medtronic sells its products to the United States Government.
                                         Accordingly, this Agreement incorporates CFR 52.212-5(e)(1) and CFR 52.244-6 of the Federal
                                         Acquisition Regulation (“FAR”) by reference, with the same force and effect
                                         as if it were given in full text herein. Supplier agrees to comply with the aforementioned
                                         applicable provisions of the FAR and other legal requirements applicable to a U.S. government
                                         subcontractor.



 


6.       CONFIDENTIALITY
AND PUBLICITY


 


		6.1.1	Medtronic Confidential
                                         Information. “Medtronic Confidential Information” means any information
                                         or tangible item that:



 


		(i)	is acquired by Supplier
                                         from any Business Unit or from a Third Party Purchaser (to the extent that such information
                                         is Medtronic information) that:



 


		(a)	is identified as confidential
                                         at the time of disclosure to Supplier, or within a reasonable time after such disclosure;



 


		(b)	is non-public information
                                         relating to medical or diagnostic devices, components, accessories and attachments, including
                                         Specifications and drawings, Medtronic Intellectual Property, Developed Intellectual
                                         Property, business plans and other financial or marketing information; or



 


		(c)	Supplier has a reasonable
                                         basis to believe is confidential;



 


		(ii)	relates
                                         to Medtronic Intellectual Property or Developed Intellectual Property; or



 


		(iii)	is furnished by such party that relates to discussions
regarding entering into a BUSA.



 


All
Medtronic Confidential Information remains the property of the Medtronic Affiliates.


 


		6.1.2	Supplier Confidential Information.
                                         “Supplier Confidential Information” means any information or tangible
                                         item that:



 


		(i)	is acquired by Medtronic
                                         or any Business Unit from any Supplier Affiliate that:



 


		(a)	is identified as confidential
                                         at the time of disclosure to Medtronic or any Business Unit, or within a reasonable time
                                         after such disclosure;



 


		(b)	is non-public information
                                         pertaining to Supplier Affiliates, Supplier Intellectual Property, business plans and
                                         other financial or marketing information; or



 


		(c)	Medtronic or any Business
                                         Unit has a reasonable basis to believe is confidential;



 


		(ii)	relates
                                         to Supplier Intellectual Property; or



 


		(iii)	is furnished by such party that relates to discussions
regarding entering into a BUSA.



 


All
Supplier Confidential Information remains the property of the Supplier Affiliates.


 


		6.1.3	Certain
                                         Definitions. “Confidential Information” means the Medtronic Confidential
                                         Information or the Supplier Confidential Information, as applicable. “Disclosing
                                         Party” means the party disclosing its Confidential Information and “Receiving
                                         Party” means the party receiving the other party’s Confidential Information.



 


		6.2	Obligations. Receiving
                                         Party will keep the Confidential Information secret and confidential and will protect
                                         the Confidential Information from disclosure, accidental loss or unauthorized access
                                         or use. Receiving Party will not use or exploit the Confidential Information for the
                                         benefit of Receiving Party or any third party and may only use the Confidential Information
                                         for the conduct of Receiving Party’s performance under the Agreement or as specifically
                                         authorized by Disclosing 



 



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		 	Party in writing. Any disclosure of Confidential Information
                                         by Receiving Party to Receiving Party’s employees or contractors will be to only
                                         those who have a need to know the Confidential Information. To the extent necessary to
                                         protect Disclosing Party's rights, Receiving Party will have appropriate agreements with
                                         its employees or contractors whose services it may require sufficient to enable it to
                                         comply with all the terms of this Agreement. Receiving Party is responsible for any disclosure
                                         or use of Confidential Information by their employees or contractors other than pursuant
                                         to the terms of the Agreement. Receiving Party shall notify Disclosing Party immediately
                                         upon discovery of any unauthorized use or disclosure of Confidential Information, and
                                         will cooperate with Disclosing Party to help Disclosing Party regain possession of the
                                         Confidential Information, mitigate any harmful effects and prevent its further unauthorized
                                         use or disclosure.



 


		6.3	Exclusions. Confidential
                                         Information does not include information that:



 


		(i)	is known to Receiving Party
                                         prior to receipt thereof under the Agreement, as demonstrated by reliable evidence;



 


		(ii)	is disclosed without restriction
                                         or following expiration of a restriction to Receiving Party in good faith by a third
                                         party who is in lawful possession thereof and who has the right to make such disclosure;



 


		(iii)	is or becomes public
                                         knowledge, by publication or otherwise, through no fault of Receiving Party; or



 


		(iv)	is independently developed
                                         by Receiving Party, without utilizing the Confidential Information.



 


		6.4	[intentionally omitted].



 


		6.5	Required
                                         Disclosure. In the event that, on the advice of legal counsel, Receiving Party is
                                         compelled by law to disclose Confidential Information, Receiving Party will notify Disclosing
                                         Party in advance of such disclosure about the need for any such disclosure so that Disclosing
                                         Party may seek a protective order or other remedy. Receiving Party will take every reasonable
                                         action to ensure protection of the disclosed Confidential Information to the extent allowable
                                         by law.



 


		6.6	Copies, Return or Destruction.
                                         Receiving Party shall not copy or duplicate any materials containing Confidential Information
                                         except as necessary to accomplish the purposes of the Agreement. Receiving Party will,
                                         return all materials containing Confidential Information that have been provided by any
                                         Business Unit, including all copies, upon demand by Disclosing Party, provided that Receiving
                                         Party may retain copies as required by Applicable Law or the Other Agreements. Receiving
                                         Party shall continue to treat any materials containing Disclosing Party’s Confidential
                                         Information that are not returned to Disclosing Party in accordance with this Section
                                         6.



 


		6.7	Publicity. Receiving
                                         Party shall not make any public announcement about or advertise the existence of the
                                         Agreement or divulge its terms and conditions without the prior written agreement of
                                         Disclosing Party. Nothing in this Agreement shall prohibit a Party from making disclosures
                                         required by applicable federal and state securities laws and regulations or stock exchange
                                         requirements.



 


		6.8	Term of Obligation. The
                                         restrictions and obligations assumed by Receiving Party under this section shall survive
                                         the termination or expiration of the Agreement.



 


		7.	INTELLECTUAL PROPERTY RIGHTS



 


		7.1	License to Supplier.
                                         Medtronic hereby grants to Supplier a non-exclusive, nontransferable, non-sublicensable,
                                         revocable, fully paid up license to use Medtronic Intellectual Property that is used
                                         or employed to perform Supplier’s obligations under the Agreement. Such use shall
                                         be solely to produce and have produced the Products for supply to Medtronic or a Third
                                         Party Purchaser for the benefit of Medtronic at the applicable Supplier Facility during
                                         the term of and pursuant to the Agreement, and for no other purpose. No other license
                                         to any other Medtronic Intellectual Property is granted, and none is to be implied.



 


		7.2	Intellectual Property Ownership.



 


		7.2.1	Supplier Intellectual
                                         Property. Supplier owns all Supplier Intellectual Property. Any and all rights in
                                         Supplier Intellectual Property not explicitly granted under this Agreement are 



 



    17


     


    

 


	 	 	expressly
                                         reserved by and to Supplier.



 


		7.2.2	Medtronic Intellectual
                                         Property. Medtronic owns all Medtronic Intellectual Property.



 


		7.2.3	Developed Intellectual Property. The Medtronic
Affiliates own all Developed Intellectual Property, whether developed solely by Supplier or jointly by Supplier and Medtronic
or any third party. Supplier shall assign and hereby assigns all of its rights in and to such Developed Intellectual Property
collectively to the Medtronic Affiliates. Supplier shall promptly disclose Developed Intellectual Property to and shall execute
and deliver documents appropriate to evidence ownership of the Developed Intellectual Property to the Medtronic Affiliates. All
Product documentation, drawings, prototypes and the like related to Developed Intellectual Property are also the property of the
Medtronic Affiliates.



 


		7.2.4	Supplier represents and
                                         warrants that neither it nor its personnel will decompile, reverse engineer, or disassemble
                                         any sample, device, prototype, hardware, software or other material, or portion thereof,
                                         made available to Suppler by any Medtronic Affiliate, or their respective agents or consultants
                                         without Medtronic’s prior written consent.



 


		7.3	Failure to Supply License.



 


		7.3.1	Supplier License to
                                         Medtronic. Supplier hereby grants to the Medtronic Affiliates a non-exclusive, nontransferable,
                                         sub-licensable, worldwide, fully paid license to Supplier Intellectual Property and any
                                         other Intellectual Property that is used, employed or necessary to make, have made, import,
                                         export, and to use and sell Products and replacements for Products. The scope of use
                                         of the above license grant is to make, have made, import, export, and to use and sell
                                         Products and replacements for Products, and for no other purpose and is granted the right
                                         to sublicense Supplier Intellectual Property for manufacturing purposes only.



 


		7.3.2	Limitation on Supplier
                                         License. Subject to the terms and conditions of the Agreement, The Medtronic Affiliates
                                         shall not exercise the Supplier license granted in Section 7.3.1, unless and until the
                                         occurrence of any one of the following events (“Trigger Condition”):





		(i)	Supplier fails for any reason
                                         to timely deliver units of the Product ordered by Medtronic or any Third Party Purchasers,
                                         including but not limited to a failure to deliver Products which conform to the Specifications,
                                         which failure is not cured within thirty (30) days after written notice from Medtronic;






		(ii)	Supplier fails to execute
                                         its business continuity plan upon a supply disruption and such failure is not cured with
                                         twenty (20) days after written notice from Medtronic;






		(iii)	The Medtronic Affiliate
                                         terminates a BUSA due to a Supplier breach of the BUSA or the Agreement in accordance
                                         with Section 10.2;






		(iv)	Supplier wrongfully terminates
                                         the Agreement;






		(v)	Supplier fails to comply
                                         with the requirements of Section 4.8;






		(vi)	The insolvency or adjudication
                                         of bankruptcy of Supplier, other than a debtor in possession basis;






		(vii)	Supplier petitions for,
                                         consents to, or becomes subject to any relief under any bankruptcy, reorganization, or
                                         moratorium statues or similar debtor relief laws;






		(viii)	Supplier is the subject
                                         of any proceedings related to its liquidation, insolvency or the appointment of a receiver
                                         or similar officer for it, or Supplier makes an assignment for the benefit of all or
                                         substantially all of its creditors;






		(ix)	Supplier fails to continue
                                         to do business in the ordinary course, either in general or with regard to the Products;
                                         or






		(x)	The sale of all or substantially
                                         all of the assets of Supplier that are used in the design, development or Manufacture
                                         of a Product.



 


		7.3.3	Intentionally blank



 


		7.3.4	Technical Support;
                                         Technology Transfer. In the event a Medtronic Affiliate undertakes to exercise its
                                         license rights following a Trigger Condition, Supplier shall provide technical support
                                         and training and otherwise assist the Medtronic Affiliate in establishing manufacturing
                                         operations equivalent to the Manufacturing operations under this 



 



    18


     


    

 


	 	 	Agreement for the production
                                         of each Product that utilizes Supplier Intellectual Property. Supplier shall provide
                                         the Medtronic Affiliate with a full and enabling technology transfer (including any tooling,
                                         mask works, foundry access, or other critical items necessary for production) relative
                                         to each Product.



 


		7.3.5	Access to Supplier
                                         Intellectual Property. Upon the occurrence of a Trigger Condition, Supplier shall
                                         promptly provide a Medtronic Affiliates or its designee with access to all of Supplier
                                         Intellectual Property, Supplier Confidential Information and other items used, employed
                                         or necessary for the Manufacturing of the Product (including all specialized items, such
                                         as tooling, molds, etc.) together with information and training reasonably necessary
                                         for the Manufacture of the Products, as well as training for the use thereof, to the
                                         extent possible, use of the Supplier Facility for production of the Product.



 


		7.3.6	Bankruptcy. In
                                         the event that a bankruptcy petition is filed by or on behalf of Supplier and Supplier,
                                         or a custodian or trustee acting on behalf of Supplier, rejects this Agreement, the Medtronic
                                         Affiliates may elect to retain the license from Supplier pursuant to §365(n) of
                                         the federal bankruptcy code (11 U.S.C. § et seq.) or exercise any of its other rights
                                         or elections under the bankruptcy code and shall be entitled to retain all of its license
                                         and use rights granted under the Agreement.



 


		7.4	Notification of Intellectual
                                         Property Use. Supplier represents and warrants that to the best of its knowledge
                                         all Supplier Intellectual Property and all Intellectual Property licensed to Supplier
                                         by third parties that is required for a Medtronic Affiliate to make, have made, and use
                                         and sell Products as of the Effective Date is disclosed in an Attachment to each BUSA.
                                         Supplier shall disclose to Medtronic in writing any additional Intellectual Property
                                         at least ninety (90) days before Supplier uses it to provide a Product. Supplier shall
                                         not use the additional Intellectual Property to which Medtronic objects in writing within
                                         sixty (60) days after Medtronic receives Supplier’s written disclosure of proposed
                                         use.



 


		7.5	Third Party Licenses.
                                         Supplier shall comply with and maintain in full force and effect all license agreements
                                         with third parties pursuant to which Supplier is licensed to use the Intellectual Property
                                         of third parties that is used or employed for Supplier to perform its obligations under
                                         this Agreement. Supplier shall promptly notify Medtronic in writing of any allegation
                                         that Supplier is in breach of any such license agreement. Medtronic may, but is not obligated
                                         to, cure any such alleged breach and recover the cost of such cure from Supplier, including
                                         without limitation, by set-off against amounts Medtronic owes Supplier hereunder.



 


		7.6	Intellectual Property Warranty and Indemnification.



 


		7.6.1	Non-Infringement.
                                         Supplier shall not provide the Medtronic Affiliates or any Third Party Purchaser in connection
                                         with the work performed for benefit of Medtronic with any designs, plans, models, samples,
                                         software, integrated circuits, reports, or other writings or products which it either
                                         knows or has reason to believe violate the valid patent, copyright, or other form of
                                         Intellectual Property right of a third party. Supplier represents and warrants that the
                                         manufacture, use, sale and provision of the Product(s) by Supplier, and the Medtronic
                                         Affiliates’ subsequent use and sale of the Product, will not infringe, misappropriate
                                         or otherwise violate the patent, copyright, or other property or proprietary rights of
                                         any third party, except that the warranty in this subsection does not apply to any infringement
                                         or violation resulting from: (i) Specifications provided by Medtronic without any material
                                         input from Supplier; (ii) that portion of a Product based on Specifications provided
                                         by Medtronic without any material input from Supplier; (iii) a combination of other products
                                         with the Product when Supplier did not supply, recommend, or procure such other products
                                         or when Supplier objected to the combination of such other products with the Product;
                                         or (iv) Medtronic Intellectual Property.



 


		7.6.2	Rights in Intellectual
                                         Property. (a) Supplier represents and warrants that, subject to the Medtronic Affiliates’
                                         rights under the Agreement, Supplier owns or has the right to use the entire right, title
                                         and interest in the Intellectual Property used or employed by Supplier to Manufacture
                                         Products, without restriction or encumbrance. (b) Medtronic represents and 



 



    19


     


    

 


	 	 	warrants that,
                                         subject to the Supplier Affiliates’ rights under the Agreement, Medtronic owns
                                         or has the right to use the entire right, title and interest in the Medtronic Intellectual
                                         Property used or employed by Supplier to Manufacture Products, without restriction or
                                         encumbrance.



 


		7.6.3	Indemnity by Supplier.
                                         Supplier shall give Medtronic notice of any claim or allegation that would implicate
                                         the warranty under Sections 7.6.1 and 7.6.2 as soon as possible but in no event more
                                         than thirty (30) days after receipt of such claim or allegation. Supplier shall defend,
                                         indemnify and save harmless the Medtronic Affiliates, and at Medtronic’s request
                                         in its sole discretion, any Third Party Purchaser, from all damages, costs and expenses
                                         (including attorney fees and any costs incurred by Medtronic on behalf of any Third Party
                                         Purchaser) related to a claim that Product infringes or misappropriates a patent or other
                                         Intellectual Property right (or other property or proprietary rights) of any third party,
                                         which infringement or misappropriation constitutes a breach of Sections 7.6.1 or 7.6.2(a),
                                         provided Medtronic provides notice to Supplier of such claim no more than thirty (30)
                                         days after receipt of such claim. If Medtronic fails to notify Supplier within thirty
                                         (30) days, Supplier’s obligation to defend, indemnify and save harmless the Medtronic
                                         Affiliates (and, as applicable, any Third Party Purchaser) shall be reduced only to the
                                         extent Supplier is prejudiced by the delay beyond thirty (30) days. If the use of any
                                         Products is enjoined due to an infringement or misappropriation that constitutes a breach
                                         of Sections 7.6.1 or 7.6.2(a), at Medtronic’s option, Supplier shall at its expense
                                         and as a first priority, work to either substitute a fully functionally equivalent product
                                         or process (as applicable) not subject to such injunction, modify such Product or process
                                         (as applicable) so that it is no longer subject to such injunction, or obtain the right
                                         to continue using such Product or process (as applicable) so long as such Product or
                                         process meets all Medtronic and regulatory requirements.



 


		7.6.4	Indemnity
                                         by Medtronic. Medtronic shall defend, indemnify and save harmless the Supplier Affiliates,
                                         and at Supplier’s request in its sole discretion, any Third Party Purchaser, from
                                         all damages, costs and expenses (including attorney fees and any costs incurred by Supplier
                                         on behalf of any Third Party Purchaser) related to a claim that any of the following
                                         infringes or misappropriates a patent or other Intellectual Property right (or
                                         other property or proprietary rights) of any third party: (i) Specifications provided
                                         by Medtronic without any material input from Supplier; (ii) that portion of a Product
                                         based on Specifications provided by Medtronic without any material input from Supplier;
                                         (iii) a combination of other products with the Product when Supplier did not supply,
                                         recommend, or procure such other products or when Supplier objected to the combination
                                         of such other products with the Product; or (iv) Medtronic Intellectual Property; provided
                                         Supplier provides notice to Medtronic of such claim no more than thirty (30) days after
                                         receipt of such claim. If Supplier fails to notify Medtronic within thirty (30) days,
                                         Medtronic’s obligation to defend, indemnify and save harmless the Supplier Affiliates
                                         (and, as applicable, any Third Party Purchaser) shall be reduced only to the extent Medtronic
                                         is prejudiced by the delay beyond thirty (30) days. 



 


		7.7	Patent Marking. Supplier
                                         shall ensure that any patent markings it places or causes to be placed on, about or within
                                         Products or components is accurate and in conformance with Applicable Law at all times.
                                         Supplier agrees to indemnify and hold harmless Medtronic and Medtronic Affiliates, and
                                         their respective officers, directors, employees, shareholders, agents or representatives
                                         pursuant to Section 9.1 in the event a third party asserts Claims arising out of or related
                                         to Supplier’s patent marking.



 


		8.	WARRANTIES AND REPRESENTATIONS



 


		8.1	Compliance Covenants and
                                         Representations. Supplier represents and warrants to Medtronic that: (i) the Products
                                         delivered to Medtronic or any Third Party Purchaser for Medtronic’s benefit are
                                         not adulterated or misbranded within the meaning of the United States Food, Drug, and
                                         Cosmetic Act, (ii) all Products delivered to Medtronic or any Third Party Purchaser for
                                         Medtronic’s benefit have been Manufactured in accordance with a quality system
                                         that is consistent with the 



 



    20


     


    

 


		 	applicable Quality Requirements; and (iii) any services provided
                                         and the Manufacture, sale and delivery of Products does not violate any, and the Products
                                         conform to all Applicable Laws, including without limitation, the FDA and, if applicable,
                                         equivalent non-U.S. regulatory authorities. Supplier shall promptly notify Medtronic
                                         in writing if Supplier becomes aware that a Product or any applicable Quality Requirements
                                         may not comply with Applicable Law.



 


		8.2	Product
                                         Warranty. Supplier represents and warrants that each
                                         Product fully complies and will comply with all applicable Specifications and applicable
                                         Quality Requirements, and is and will be free from defects in design, materials and workmanship
                                         for a period of fifteen (15) months from date of delivery. If Product includes software,
                                         Supplier warrants that any computer software provided with or incorporated into a Product
                                         (i) is and will be free of viruses, worms, and other components designed to erase, disable,
                                         or otherwise cause harm to computer systems, and (ii) does not contain Publicly Available
                                         Software. If Publicly Available Software is included in a Product, Supplier represents
                                         and warrants that it has complied with all licensing requirements associated with the
                                         use of such software in the Publicly Available Software Products and agrees to provide
                                         information about such compliance in response to a written request from Medtronic. Supplier
                                         shall inform Medtronic and/or any Third Party Purchasers in writing no more than two
                                         (2) days after Supplier learns of any actual or potential problems relating to the performance
                                         of any Product or any similar product manufactured by Supplier for a third party.
                                         THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8 ARE THE SOLE AND EXCLUSIVE WARRANTY
                                         GIVEN BY SUPPLIER WITH RESPECT TO THE PRODUCT.



 


		8.3	Government Watch List.
                                         Supplier represents and warrants that neither Supplier, nor any parent, subsidiary, or
                                         affiliate of Supplier, nor any of their officers, directors, or Personnel, nor any sub-supplier
                                         of Supplier or any other third parties, is: (i) a Restricted Party; (ii) included on
                                         the List of Excluded Individuals/Entities maintained by the HHS Office of Inspector General
                                         pursuant to 42 U.S.C. Sections 1320a-7, 13955ccc, 1320c-5 and regulations promulgated
                                         thereunder, which, as of the Effective Date, can be searched at the internet website
                                         of http://exclusions.oig.hhs.gov/ (“OIG List”); or (iii) listed as excluded
                                         on the list maintained by the United States General Services Administration which, as
                                         of the Effective Date, can be searched at the internet website of System for Award Management
                                         https://www.sam.gov (the “SAM List”).  Supplier shall immediately notify
                                         Medtronic if Supplier, any parent, subsidiary, or affiliate of Supplier, or their officers,
                                         directors, or Personnel, or any sub-supplier of Supplier or any other third parties,
                                         should come to be (a) a Restricted Party, (b) included on the OIG List, or (c) listed
                                         as excluded on the SAM List



 


		8.4	Compliance with Agreement.
                                         Supplier represents and warrants that all of its employees, agents, contractors and consultants
                                         whose services may be used to fulfill the obligations under the Agreement are or will
                                         be informed of the terms of the Agreement to the extent necessary to comply with its
                                         terms, and that all such persons are sufficiently obligated to Supplier, by contract
                                         or otherwise, to fully comply with all provisions of the Agreement.



 


		8.5	Conflicts. Supplier represents
                                         and warrants to Medtronic that the execution of this Master Agreement, any BUSA or purchase
                                         order placed thereunder and the Other Agreements and Supplier's performance thereunder
                                         is within its duly authorized powers and does not conflict with any other contract or
                                         obligation of Supplier. Supplier shall not enter into any agreement or understanding
                                         whether written or oral, during the term of the Agreement which conflicts or is inconsistent
                                         with the terms of this Master Agreement.



 


		8.6	Disclaimer. SUPPLIER
                                         MAKES NO OTHER REPRESENTATION OR WARRANTY AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS
                                         OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. NO IMPLIED WARRANTY OF MERCHANTABILITY,
                                         NO IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, AND NO IMPLIED WARRANTY ARISING
                                         BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE IS MADE BY SUPPLIER. NO
                                         REPRESENTATIVE OR SUPPLIER IS AUTHORIZED TO GIVE OR MAKE ANY OTHER REPRESENTATION OR
                                         WARRANTY OR TO MODIFY THE FOREGOING WARRANTY IN ANY WAY.



 



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		9.	INDEMNIFICATION



 


		9.1	Indemnification by Supplier.
                                         Supplier shall indemnify, defend and hold harmless the Medtronic Affiliates, and their
                                         respective officers, directors, employees, shareholders, agents and representatives,
                                         and, at Medtronic’s request in its sole discretion, any Third Party Purchasers,
                                         from and against and in respect of any and all alleged or actual demands, claims, actions
                                         or causes of action, alleged or actual claims of negligence, assessments, losses, damages,
                                         liabilities, interest and penalties, costs and expenses (including, without limitation,
                                         reasonable legal fees and disbursements incurred in connection therewith and any costs
                                         incurred by Medtronic on behalf of any Third Party Purchaser) (“Medtronic Claims”)
                                         resulting from, arising out of, imposed upon or incurred by any person or entity to be
                                         indemnified hereunder by reason of (i) Supplier’s negligence or breach of the Agreement,
                                         or (ii) death or bodily injury caused by a Nonconforming Product. Medtronic will notify
                                         Supplier promptly after Medtronic becomes aware of any claim by any third party with
                                         respect to which a Medtronic Affiliate or a Third Party Purchaser would be entitled to
                                         indemnification hereunder. Supplier shall, at no cost to Medtronic, cooperate as requested
                                         by Medtronic in the defense of any Medtronic Claim for which indemnity may be sought.



 


		9.2	Indemnification by Medtronic.
                                         Medtronic shall indemnify, defend and hold harmless the Supplier Affiliates, and their
                                         respective officers, directors, employees, shareholders, agents and representatives,
                                         and, at Supplier’s request in its sole discretion, any Third Party Purchasers,
                                         from and against and in respect of any and all alleged or actual demands, claims, actions
                                         or causes of action, alleged or actual claims of negligence, assessments, losses, damages,
                                         liabilities, interest and penalties, costs and expenses (including, without limitation,
                                         reasonable legal fees and disbursements incurred in connection therewith and any costs
                                         incurred by Medtronic on behalf of any Third Party Purchaser) (“Supplier Claims”)
                                         resulting from, arising out of, imposed upon or incurred by any person or entity to be
                                         indemnified hereunder by reason of (i) Medtronic’s negligence or breach of the
                                         Agreement, or (ii) death or bodily injury caused by a Conforming Product. Supplier will
                                         notify Medtronic promptly after Supplier becomes aware of any claim by any third party
                                         with respect to which a Supplier Affiliate or a Third Party Purchaser would be entitled
                                         to indemnification hereunder. Medtronic shall, at no cost to Supplier, cooperate as requested
                                         by Supplier in the defense of any Supplier Claim for which indemnity may be sought.



 


		9.3	Limitation of Remedies. Except
                                         for breaches of their obligations under Sections 6 (Confidentiality and Publicity) and
                                         7.6 (Intellectual Property Warranty and Indemnification), or for willful misconduct.
                                         IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY CONSEQUENTIAL,
                                         INDIRECT, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES OF ANY KIND.



 


		9.4.	Insurance. Supplier
                                         shall, at its sole cost and expense, obtain and at all times during the term of this
                                         Agreement maintain insurance with the following minimum coverage and limits: (a) workers'
                                         compensation insurance in accordance with all applicable federal, state and local statutory
                                         requirements; (b) commercial general liability insurance on an occurrence basis
                                         with minimum combined single limit coverage of $1,000,000 per occurrence and $2,000,000
                                         general aggregate for bodily injury and property damage liability; (c) automobile liability
                                         with a combined single limit of $1,000,000 for bodily injury and property damage liability
                                         (coverage will apply to non-owned and hired automobiles); (d) product liability of $2,000,000
                                         per occurrence covering all Products; (e) employer’s liability insurance with limits
                                         of $1,000,000 by accident each accident, $1,000,000 by disease each employee, $1,000,000
                                         by disease policy limit; (f) excess or umbrella insurance with limits of $5,000,000 per
                                         occurrence in excess of the limits specified above for employer’s liability and
                                         commercial general liability insurance; and (g) errors and omissions liability insurance
                                         (including technology errors and omissions, network and information security liability
                                         and communications and media liability) with a limit of $5,000,000 per occurrence and
                                         $5,000,000 aggregate.  Supplier will name “Medtronic, Inc., its subsidiaries
                                         and affiliates” as “Additional Insured”, with primary, non-contributory
                                         coverage, under Supplier’s insurance policies. Supplier shall furnish Medtronic
                                         written evidence of such insurance and shall provide at least thirty (30) days prior
                                         written notice of reduction in coverage levels or termination of such insurance.



 



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		10.	TERM AND TERMINATION



 


		10.1	Term. The Master Agreement
                                         will become effective on the Effective Date for an initial term of three (3) years and,
                                         with respect to any BUSA or purchase order placed thereunder, the number of years designated
                                         therein as any initial set of years (the “Initial Term”). Unless earlier
                                         terminated, the Master Agreement will thereafter automatically renew for up to three
                                         (3) additional periods of one (1) year each, unless either party provides the other with
                                         notice of non-renewal at least one (1) year before the end of the then-current term.



 


		10.2	Termination. BUSAs and
                                         Other Agreements may be terminated only in accordance with their own terms. In the event
                                         all BUSAs have been terminated or are expired, either party may terminate the Master
                                         Agreement upon written notice to the other of no less than ninety (90) days.



 


		10.3	Effect of Expiration or Termination: 



 


		10.3.1	Master Agreement.
                                         The parties acknowledge and agree that the termination or expiration of any individual
                                         BUSA shall not in itself terminate this Master Agreement or have any effect on the rights
                                         and obligations of third parties or any other BUSA or purchase order placed thereunder.
                                         If this Master Agreement expires or is terminated under Section 10, no further BUSAs
                                         may be entered into by the parties under the Master Agreement.



 


		10.3.2	Orders. Unless
                                         otherwise provided in a BUSA, upon termination or expiration of the Master Agreement
                                         or any BUSA, all then outstanding accepted orders thereunder for Products shall survive.



 


		10.3.3	License. In the
                                         event of a non-renewal or termination by Supplier of the Master Agreement or any BUSA
                                         with less notice than required by Section 4.8 (Discontinuation), the Medtronic Affiliates
                                         will have the rights accorded to it under Section 7.3 (Failure to Supply License), as
                                         though Supplier had elected to exit the business.



 


		10.3.4	Last Time Buy.
                                         In event of termination or expiration of the Master Agreement or any BUSA, Medtronic
                                         shall have a right to place an order for a last time buy pursuant to Section 4.8 (Discontinuation)
                                         during the remainder of the term of the Master Agreement or the BUSA and for thirty (30)
                                         days thereafter, as though Supplier had elected to exit the business.



 


		10.3.5	Return to Medtronic.
                                         At the earlier of the Business Unit’s written request or Product delivery to fulfill
                                         the last order placed under a BUSA that has been terminated or has expired, Supplier
                                         shall promptly return all applicable Business Unit’s property, return or securely
                                         destroy the records in Supplier’s possession as directed by the applicable Business
                                         Unit, and execute such documents and take other action as reasonably requested by such
                                         Business Unit in connection therewith.



 


		10.4	Survival. All provisions
                                         which are continuing in nature, including but not limited to Sections 4.1.2 (Production/Compliance
                                         with Law, Indemnity), 4.3 (Quality), 4.4 (Use and Return of Medtronic Property), 5.4
                                         (Conflict Minerals), 6 (Confidentiality and Publicity), 7 (Intellectual Property Rights),
                                         8 (Warranties and Representations), 9 (Indemnification) and 10 (Term and Termination),
                                         will survive termination of this Master Agreement and each BUSA.



 


		11.	MISCELLANEOUS



 


		11.1	Force Majeure. A party’s
                                         obligations under a BUSA, including any delays in Product deliveries, will be excused
                                         by a Force Majeure event as to such BUSA only to the degree affected, provided that the
                                         party affected by the Force Majeure event makes reasonable efforts to avoid being so
                                         affected and promptly delivers written notice to the other party upon learning of the
                                         Force Majeure event, which notice must include a detailed description of the event and
                                         its anticipated effect on the party’s ability to perform its obligations. Upon
                                         giving notice to the other party, the affected party is excused from the performance
                                         of its obligations under the BUSA only to the extent and only for the period that its
                                         performance of such obligations is prevented by the Force Majeure event, except that
                                         this clause does not apply to a party’s obligation to perform its disaster recovery
                                         plan. During the period that the performance by a party has been suspended by reason 



 



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		 	of a Force Majeure event, the other party may suspend the performance of all or part
                                         of its obligations to the extent that such suspension is commercially reasonable.



 


		11.2	Assignment. This Agreement
                                         and/or any portion thereof is assignable by Medtronic, provided that beginning as of
                                         the date of such assignment the assignee assumes the rights and obligations of Medtronic
                                         corresponding to the entire Agreement or the assigned portions thereof. The Agreement
                                         or any portion of it may not be assigned by Supplier, without at least ninety (90) days
                                         prior written notice to and the written consent of Medtronic, which shall not be unreasonably
                                         withheld. If the proposed assignment, in Medtronic’s good faith opinion may impact
                                         quality or continuity of supply, Medtronic may implement license in Section 7.3 (Failure
                                         to Supply License) and/or trigger the last time purchase as set forth in Section 4.8
                                         (Discontinuation) as a condition of its consent. Assignment does not relieve the assigning
                                         party of its obligations hereunder. If Supplier experiences a change of control or sells
                                         substantially all of its assets associated with any of the Products, and the Agreement
                                         is not assigned, then the Medtronic Affiliates may implement the license in Section 7.3
                                         and/or trigger the last time purchase as set forth in Section 4.8 (Discontinuation) so
                                         long as Medtronic places its order within ninety (90) days of the later of the effective
                                         date of the change in control or sale or Medtronic’s receipt of written notice
                                         by Supplier of such change in control or sale which will be honored by the successor
                                         in interest to Supplier.



 


		11.3	Notices. Notices given
                                         under the Agreement must be in writing and must be either delivered in person (including
                                         express courier, such as Federal Express) or sent by United States certified or registered
                                         mail, postage and certification prepaid, to the other party, at the address at the beginning
                                         of this Agreement and, with respect to each BUSA or purchase order placed thereunder,
                                         the address noted therein. Notices are effective upon delivery. A party may change its
                                         address for notice by giving the other party notice in accordance with this section.



 


		11.4	Consents. Any approval,
                                         authorization or consent required by the Agreement must be in writing, duly signed by
                                         an authorized representative of the granting party. The withholding of an approval, authorization
                                         or consent for regulatory, quality, or competitive reasons shall not be deemed unreasonable.



 


		11.5	Business Reviews. Business
                                         Reviews will be held by Medtronic and Supplier at the Business Unit and corporate levels
                                         (including participation of appropriate level decision makers from both Parties to address
                                         both tactical and strategic business initiatives and objectives),
                                         on a periodic basis agreed to by the parties, to discuss topics of interest, including
                                         but not limited to the following issues:



 


		(i)	General business update.



 


		(ii)	Quality Performance and
                                         any open corrective actions.



 


		(iii)	Delivery performance
                                         and any open corrective actions.



 


		(iv)	Forecast and capacity
                                         Review.



 


		(v)	Other existing and planned
                                         projects



 


		(vi)	Cost reduction activities.



 


		(vii)	Litigation/Intellectual
                                         Property update



 


Failure to hold a Business Review
will not relieve Supplier or Medtronic from its obligations under this Agreement.


 


		11.6	Relationship of the Parties.
                                         Nothing contained in the Agreement creates a joint venture, partnership, agency or similar
                                         endeavor between the parties. Each party is acting solely as an independent contractor
                                         and neither party has any power or authority to direct or indirectly bind or act on behalf
                                         of the other. It is understood that except as expressly provided in the Agreement, nothing
                                         prevents the Medtronic Affiliates from developing products similar to the Products or
                                         from sourcing Products, other products or services from another vendor.



 


		11.7	Governing Law and Venue.
                                         The Agreement will be construed in accordance with and governed by the laws of the State
                                         of Minnesota, USA, and federal law that applies in Minnesota, without 



 



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		 	giving effect to
                                         any choice of law rule that would cause the application of the laws of any other jurisdiction.
                                         The exclusive venue for actions relating to the Agreement is the federal and state courts
                                         for Hennepin County, Minnesota.



 


		11.8	Dispute Escalation.
                                         The parties will in good faith endeavor to resolve any disputes or differences of interpretation
                                         of the Agreement amicably, through dialog and cooperation. In the event a dispute or
                                         difference is not promptly resolved at operational levels of the two organizations, the
                                         parties shall escalate it for a good faith effort to achieve an amicable resolution at
                                         a senior business management level.



 


		11.9	Order of Precedence, Entire
                                         Agreement and Modifications.



 


		11.9.1	Order of Precedence.
                                         In the event of a conflict in the terms of the documents governing an order placed pursuant
                                         to the Agreement, the terms of the documents will control in the following order of precedence
                                         (from higher to lower): (a) the applicable BUSA for additional or expressly conflicting
                                         terms (but only with respect to Products supplied under such BUSA), (b) this Master Agreement,
                                         (c) the Other Agreements, (d) the typed portions of Medtronic’s purchase order,
                                         and (e) the pre-printed terms of Medtronic’s order; provided, that Supplier shall
                                         not be bound by typed or pre-printed purchase orders unless it expressly accepts such
                                         orders. Each BUSA shall be subject to and shall incorporate by reference the terms and
                                         conditions of this Master Agreement, provided, however, the express terms and conditions
                                         of a BUSA shall prevail over any inconsistent or conflicting terms in this Master Agreement
                                         with respect to the Product(s) governed by such BUSA only.



 


		11.9.2	Entire Agreement,
                                         Modifications. The Agreement (including the Other Agreements, the BUSAs and purchase
                                         orders placed thereunder) sets forth the entire agreement between the parties and supersedes
                                         all prior agreements, understandings and discussions regarding the subject matter hereof.
                                         The parties intend that this clause does not supersede any other written agreements that
                                         are in existence as of the Effective Date between Supplier and a Business Unit other
                                         than the one signing this Master Agreement unless and until such Business Unit enters
                                         into its own BUSA. No amendment, change, modification of any provision of this Agreement
                                         will be binding unless set forth in a written document signed by the parties.



 


		11.10	Waiver. No waiver by
                                         either party of any default of the other party will be held to be a waiver of any other
                                         or subsequent default. Additionally, a Party’s failure on any occasion to insist
                                         on strict performance of any term or condition hereof shall not constitute a waiver of
                                         compliance with such term or condition on any other occasion or a waiver of default.
                                         No waiver shall be effective unless it is in writing and is signed by the party against
                                         which it is asserted.



 


		11.11	Severability. If a
                                         provision contained or referred to in the Agreement is determined to be legally invalid
                                         or unenforceable, that provision will be ineffective to the extent of the invalidity
                                         or unenforceability without affecting the remaining provisions of the Agreement, which
                                         will continue to be valid and enforceable to the fullest extent permitted by law.



 


		11.12	Counterparts. This
                                         Master Agreement and any BUSA may be executed in counterparts, each of which shall be
                                         an original as against either party whose signature appears thereon, but all of which
                                         taken together shall constitute but one and the same instrument upon delivery.



 


		11.13.	Signature. This Master
                                         Agreement and any BUSA may be signed in any manner that clearly evidences the parties’
                                         intent to be bound, including via faxed, imaged, electronic or digital signatures.



 


The parties have caused this Master Agreement to be executed
as of the Effective Date.


	 	 	 	 	 
	MEDTRONIC	 	INTRICON CORPORATION
	 	 	 
	By	/s/ Kenneth A. Patterson	 	By	/s/ Michael P. Geraci


 



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	 	Ken Patterson	 	 	 
	 	Sr. Director, Strategic Sourcing	 	Michael P. Geraci
	 	Diabetes	 	(print name)


 


	Date 	12 July 2019	 	Title	Sr. Vice President Sales & Marketing
	 	 	 	 	 
	 	 	 	Date 	May 14, 2019


 


	By	/s/ Leonel Peralta	 
	 	Leonel Peralta	 
	 	Vice President, Global Operations	 
	 	Diabetes	 


 


	Date 	July 11th, 2019	 




 


LIST OF EXHIBITS 


 


		●	Exhibit
                                         A: Form BUSA and Product and Price List



 


		●	Exhibit
                                         B: Disaster Recovery Plan



 


		●	Exhibit
                                         C: Supplier Instructions 



 


		●	Exhibit
                                         D: Terms and Conditions for Tooling



 


Exhibits
B-D are omitted pursuant to Item 601(a)(5) of Regulation S-K. Intricon agrees to furnish supplementally to the SEC,
upon request, a copy of any omitted exhibit.


 



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BUSINESS UNIT SUPPLY AGREEMENT


 


This Business Unit Supply Agreement (“BUSA”)
is made by and between the Medtronic Business Units set forth below (“Medtronic”) and IntriCon Corporation on behalf
of itself, its subsidiaries and Affiliated Companies performing services under the Master Agreement (“Supplier”) under
the terms and conditions of the Master Supply Agreement (the “Master Agreement”) dated May 14, 2019 between Medtronic
Inc. and Supplier.


 


	MEDTRONIC BUSINESS UNITS:	Medtronic MiniMed, Inc.	 
	 	 	 
	EFFECTIVE DATE:	June 15, 2019	 




 


This BUSA sets forth certain terms applicable
only to the sale by Supplier and purchase by the above referenced Business Units of Products (as defined below). This BUSA is
between Supplier and the specific Business Units that are a party to this BUSA only and not any other Business Unit. For purposes
of this BUSA only, when the term “Medtronic” is used in the Master Agreement, it means the specific Business Units
that are a party to this BUSA.


 


All terms and conditions of the Master
Agreement are incorporated by reference into this BUSA except as may be expressly and directly modified by, or conflict with,
the terms of this BUSA or the attachments hereto. Nothing in the contents of this BUSA amends the Master Agreement in applications
other than to this BUSA. In the event of any conflict between the terms of this BUSA, the terms of the Master Agreement, and/or
the terms of the Automation Agreement, the terms of the agreements shall control in the following order of priority: (a) first,
the Automation Agreement, (b) second, this BUSA and (c) third, the Master Agreement.


 


		1.	BUSA SPECIFIC DEFINITIONS



 


Terms capitalized but undefined in this
BUSA have the meaning given to such terms in the Master Agreement, except that the following terms shall have the following meanings
when used in this BUSA only:


 


“Automation Agreement” means
the Automation Agreement to Business Unit Supply Agreement attached hereto as Attachment C.


 


Business Unit” means the above
referenced Medtronic facilities, subsidiaries, business units or entities.


 


“Product” means the
goods listed in Attachment A to this BUSA, all of which are Components as defined in the Master Agreement in that they are not
Manufactured by Supplier.


 


“System” shall have
the meaning given to it in the Automation Agreement.


 


		2.	BUSA PRODUCT ORDERING AND SALE REQUIREMENTS



 


The provisions of the Product Ordering
and Sale section of the Master Agreement shall govern the order and sale of Products under this BUSA except as follows:


 


Capacity


 


		a.	Normal Capacity:
                                         Supplier Arden Hills/Singapore plants will manufacture to forecast at 5 days a week,
                                         2 shifts. Vadnais Heights plant will manufacture to forecasts at 5 days a week, 3 shifts.
                                         Supplier shall develop build plan to support forecasted demand from Medtronic with the
                                         normal capacity supporting the build.



 



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		b.	Capital Equipment
                                         for Capacity Ramp: Supplier will be responsible for identifying, and implementing
                                         capital equipment needed to expand capacity. Supplier and Medtronic shall jointly review,
                                         approve and procure the needed additional capital equipment to meet the forecasted demand.
                                         Supplier shall not purchase capital equipment solely for use on the Products without
                                         first consulting with Medtronic. This section (b) shall not apply to the equipment covered
                                         by the Automation Agreement (as hereinafter defined).



 


		c.	Surge
                                         Capacity: Surge capacity available will be [****] above
                                         regular capacity and this covers materials, resources and equipment availability to support
                                         this surge in the same timeframe of the normal forecast. 



 


		d.	Capacity Planning:
                                         Supplier shall make every effort to model the capacity plan to the forecast provided
                                         by Medtronic. Supplier shall communicate performance to capacity plans and will make
                                         every effort to adhere to meeting the capacity plan communicated.



 


		e.	Raw
                                         Material: Supplier shall maintain sufficient raw material and/or production capacity
                                         to support the 90 day demand plus [****] of production
                                         relative to the current month. Both parties in good faith shall work on ways to reduce
                                         component inventory holding cost at Supplier facilities. Both parties shall meet bi-annually
                                         on lead-time reduction projects to reduce component level inventory holding, while maintaining
                                         sufficient inventory to meet Product(s) demand.



 


		f.	End Of Life
                                         [EOL] Components: Supplier will drive and assist Medtronic in end of life component
                                         strategy. Based on Medtronic forecasts and Product strategy, supplier will drive and
                                         manage the procurement strategy to ensure continuity of supply. Procurement of the EOL
                                         components will be made by either Medtronic or Supplier as appropriate and agreed upon.
                                         Supplier will notify Medtronic in writing at least one hundred eighty days (180) days
                                         or as soon as practical (in case of exceptions) prior to the discontinuation of any Component(s).
                                         Medtronic will have the option as an end-of-life buy to purchase an unlimited quantity
                                         of the Component(s) prior to its discontinuation, with Supplier using its commercially
                                         reasonable efforts to ensure availability of any sub-supplier components. Supplier will
                                         hold as inventory any Component(s) purchased as an end-of-life buy pursuant to the terms
                                         of the raw materials program in section 2.e in the BUSA. If a Component is discontinued,
                                         Medtronic has the option to select an alternate Component. This Section 2.f shall replace
                                         and supersede Section 4.8 of the Master Agreement.



 


		g.	Materials with
                                         Shelf Life: Supplier will assist in identifying, procuring and managing materials
                                         with shelf life impact based on Medtronic forecasts provided. Supplier shall use commercially
                                         reasonable efforts to notify customer should forecasts change and material expiration
                                         should become an issue ensuring no interruption in supply to forecasted demand. Supplier
                                         and customer will negotiate in good faith based on situation.



 


		h.	Re-cycled Shipping
                                         Supplies: Custom customer / Product specific shipping containers are to be re-used
                                         and re-cycled back to Supplier. In the event more are needed by Supplier or Medtronic
                                         fails to re-cycle then Supplier will purchase and charge Medtronic.



 


		i.	Buffer Inventory:
                                         Supplier shall maintain a previously agreed upon buffer stock for agreed upon products
                                         as described in Attachment A.



 



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		j.	Minimum
                                         Purchase Requirements. The parties agree that Medtronic shall purchase and take ownership
                                         of a minimum of an aggregate of [****] Needle Assembly
                                         Units during the Initial Term based on two Systems and manually assembly units built
                                         within IntriCon.



 


		k.	Orders will be deemed
                                         accepted upon receipt unless notice of non-acceptance is provided by Supplier within
                                         five (5) Business Days thereafter



 


		l.	Certain Changes:
                                         Sections 2.5.2, 2.5.3, 2.5.4, 2.6.1 and 2.6.3 of the Master Agreement shall be amended
                                         and restated for the purposes of this BUSA as follows:



 


“2.5.2       Allocation.
Supplier will satisfy orders submitted by Medtronic and Third Party Purchasers. If Supplier cannot deliver all Products when due,
Supplier shall use commercially reasonable efforts to prioritize supply to Medtronic.


 


2.5.3       Cancellation
of Orders. Medtronic may cancel, in whole or in part, any order for Product by giving Supplier written notice. Upon receipt
of such notice, Supplier will immediately stop any Manufacturing work in process covered by such cancellation notice. Medtronic
will reimburse Supplier for the actual, non-recoverable Manufacturing costs incurred up to such cancellation time only for orders
corresponding to the three (3) month period (or, if greater, the amount of safety stock the parties have agreed upon in writing)
from the date of delivery of Medtronic’s cancellation (but not in excess of the cancelled Product price for up to the number
of cancelled Products), provided that:


 


(i)     Supplier
submits a written claim, to Medtronic within thirty (30) days of Medtronic’s notice of cancellation, detailing the reasonable
and actual additional costs directly attributable to the cancellation; and


 


(ii)    Supplier
transfers to Medtronic ownership of and, upon Medtronic’s request, delivers the raw material, component and work in process
inventory, and the finished goods inventory paid for by Medtronic; and


 


(iii)   Supplier
uses its commercially reasonable efforts to mitigate the liability of Medtronic by, for example, cancelling or returning components
to Supplier’s vendors, or by using raw material, component and work in process inventory, or finished goods inventory in
other Medtronic or Third Party Purchaser orders, or for Supplier’s other customers.


 


(iv)   Supplier
and Medtronic will work together in good faith to address cancellation of components, parts and sub-assemblies for any long lead
time, End of life, and shelf life items to be mutually agreed upon.


 


		2.5.4       Termination of Orders.                                          Medtronic may
                                                                terminate in whole or in part an order or orders by written notice to Supplier                                          (i)
                                                                for safety or regulatory reasons, (ii) if, as a result of a Force Majeure event,
                                                                Supplier remains unable to deliver such Product for more than thirty (30) days, or (iii)
                                                                if Supplier fails to cure a material breach with respect to the order within thirty (30)
                                                                days after written notice. Any termination of any order will be subject to the provisions
                                                                of Section 2.5.3, provided that if Medtronic terminates pursuant to (ii) or (iii), Medtronic
                                                                shall not be obligated to pay for any non-conforming raw material, component, work in
                                                                process, or finished goods inventory.



 


2.6.1       Shipping
Terms. Unless other agreed to by Supplier in writing, delivery of Products will be F.O.B. Supplier’s Facility, and title
and risk of loss will pass at that point.


 



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2.6.3        Delays.
Supplier shall promptly notify Medtronic of any actual or prospective delay in delivery and Supplier shall obtain Medtronic’s
approval prior to making any partial deliveries. If the delivery of Product is delayed, the parties shall mutually agree to a
course of action.The MSA section of 2.6.3 will not apply at this time, when Medtronic mechanism is capable of being put in place
we will re-visit this section of the agreement and mutually agree upon any changes.


 


		3.	BUSA PRICING AND PAYMENT REQUIREMENTS



 


The provisions of the Pricing and
Payment section of the Master Agreement shall govern the pricing and payment of Products under this BUSA except as follows:


 


		a.	The pricing Terms are
                                         shown in Attachment A. Prices under the column heading “New Part Price” will
                                         be effective immediately following the execution of the agreement. Supplier agrees to
                                         provide to Medtronic reduced prices for certain Products sold to Medtronic as set forth
                                         under the column heading “New Part Price” set forth on Attachment A [with
                                         respect to those Products which have been manufactured using the System.].



 


		b.	Cost
                                         reductions. On an ongoing basis, Supplier shall use reasonable commercial efforts
                                         to reduce the cost of Products (subject to the provisions of this Agreement) and all
                                         attachments thereto including without limitation, Section 1.2.8 of the Quality Agreement
                                         (relative to design and process changes) and shall in good faith negotiate price reductions
                                         to share savings with Medtronic on a 50-50 basis, which reductions will be implemented
                                         immediately as agreed upon. Medtronic shall use reasonable efforts to process Supplier
                                         Change Notifications in a timely manner related to cost savings initiatives (SCN delays
                                         by Medtronic will still be credited to Supplier to achieve annual target cost reduction
                                         expectations). Target expectations are to provide [****] reductions
                                         per year based on conditions, volumes, locations and tool status, contingent upon Medtronic
                                         support and implementation. Section 3.1.2, 3.1.3, Section 3.1.4 and Section 3.2 of the
                                         Master Agreement shall not apply to this BUSA. 



 


		c.	Payment Terms for
                                         Items other than Products. Notwithstanding Section 3.3 of the Master Agreement, payment
                                         terms for items other than Products (for example, tooling and other non-Products) shall
                                         be as set forth in the quotation provided by Supplier as accepted by Medtronic’s
                                         purchase order.



 


		4.	BUSA PRODUCTION, QUALITY and REGULATORY COMPLIANCE



 


The provisions of the Production and Quality
is set forth as the quality agreement attached in Exhibit C.


 


		a.	Non-Conforming Product.



 


		a.	Right to Reject. Medtronic
                                         shall have the right to reject any Products which do not meet the applicable Specifications,
                                         within ninety (90) days after actual delivery for all parameters that can be tested at
                                         the time of receipt. For parameters that cannot be tested at that time, such as shelf
                                         life, Supplier's warranty shall extend for the stated shelf life.



 


		b.	Replacement. In the
                                         event that any Products do not meet applicable Specifications and Medtronic has notified
                                         Supplier, Supplier shall replace such Products free of charge and Supplier shall cover
                                         expenses (including freight and customs clearance, if any) incurred by Medtronic in connection
                                         with (a) shipment of replacement Products to the same location; and (b)
                                         shipment of the nonconforming Products to Supplier (if so requested by Supplier). In
                                         the event of a rejection of a defective Product, Supplier 



 



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	 	 	shall ship replacement Products
                                         within thirty (30) days of its receipt of a proper rejection notice from Medtronic.



 


		b.	Approvals. Medtronic shall be responsible for
                                         obtaining any regulatory and agency approvals for any Medtronic device which contains
                                         the Products. Supplier shall provide reasonably necessary assistance to Medtronic in
                                         obtaining those approvals with documentation and supporting evidence as required.



 


		c.	Risk Management. Attached as Attachment D is
                                         Supplier’s Business Continuity Plan which shall satisfy the requirement of Section
                                         4.2.1 of the Master Agreement. In lieu of the requirements of Section 4.2.2 of the Master
                                         Agreement, Supplier shall address any risks arising from single and sole source suppliers.



 


		d.	With regard to provisions of the Master Agreement:






		i.	With regard to section 5.4.1, Medtronic will use reasonable
                                         efforts to provide Supplier with information on Environmental Regulations known to Medtronic
                                         to be applicable to the Products, to assist Supplier in complying with its obligations.






		ii.	With regard to section 5.7, Medtronic will use reasonable
                                         efforts to provide Supplier with information on regulatory submissions and/or self-certifications,
                                         clearances and approvals, where Medtronic may require additional information from Supplier
                                         to complete and/or submit same.






		iii.	The parties will cooperate in good faith to ensure regulatory
                                         compliance, and Medtronic will use good faith, reasonable efforts to provide Supplier
                                         with advance notice, where possible, and other guidance Medtronic has, with regard to
                                         new or different regulatory requirements applicable to the Products. It is understood
                                         that notwithstanding the foregoing, Supplier remains responsible for using its independent
                                         judgment to comply with its obligations under the Master Agreement.



 


		5.	BUSA TERM AND TERMINATION



 


		5.1	The term of this BUSA shall
                                         be as set forth in the Automation Agreement.



 


		5.2	This BUSA may be terminated
                                         as follows:



 


		5.2.1	By a party for a material
                                         breach by the other party of the BUSA. Written notice of default must be given, including
                                         specific charges of default and reasonable requirements to cure. The party in default
                                         will have thirty (30) days after notice to cure. If the defaulting part fails to cure
                                         within that time, the party giving notice may terminate the BUSA immediately upon written
                                         notice to the other party.



 


		5.2.2	By Medtronic upon written
                                         notice of termination to Supplier if Product purchased under such BUSA is delivered late
                                         or is defective, as agreed to by both parties, more than twelve (12) times in any twelve
                                         (12) month period.



 


		5.2.3	By Medtronic if Supplier
                                         fails to perform its Disaster Recovery Plan as required by Section 4.2.1 of the Master
                                         Agreement, and such failure to enact the Disaster Recovery Plan within twenty (60) days
                                         after written notice by Medtronic of such failure.



 


		5.2.4	By either party upon written
                                         notice to the other party if a Force Majeure event of such part with respect to this
                                         BUSA continues for more than one hundred eighty (180) consecutive days.



 


		5.2.5	By either party upon written
                                         notice to the other party following bankruptcy, liquidation, or dissolution of the other
                                         party.



 



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this BUSA may be terminated in
accordance within Section 10.2, Termination, and 10.3, Effect of Expiration or Termination, of the Master Agreement shall apply.


 


		6.	BUSA MEDTRONIC PROPERTY



 


All tooling,
patterns, dies, gauges, jobs, fixtures, and all specifications, drawings, samples, designs, software, firmware, programs, formulae,
and other items and information, including, without limitations, improvements to the Products furnished by Medtronic to Supplier
in connection with this Agreement shall be used only in the performance of work for Medtronic; and shall remain the property of
Medtronic; and, together with all copies thereof shall be disposed of or returned in good repair, normal wear and tear excepted,
by Supplier to Medtronic, at Medtronic's direction and expense, upon Medtronic's request. Supplier assumes risk of loss and damage
to said items while in its possession or under its control. Supplier shall notify Medtronic promptly whenever any items of Medtronic's
tangible property are in need of repair or replacement. Medtronic's property shall be marked or otherwise adequately identified
by Supplier as property of Medtronic for use only under this Agreement and shall be safely stored. Supplier waives any right it
may have in law or equity to withhold Medtronic's property.


 


		A.	Medtronic Tooling
                                         and Components: Medtronic, at its discretion, may provide to Supplier certain Product-specific
                                         tooling for use in the production of Products. All molds, tooling and related components
                                         delivered to Supplier for use in the production of Products shall be the property of
                                         Medtronic and Supplier shall not use them for any purposes, except as expressly authorized
                                         in writing by Medtronic. Supplier shall take no action that could result in a lien on
                                         or other encumbrance of, or that could otherwise compromise Medtronic's ownership of,
                                         such molds, tooling or components. Upon the termination or expiration of this Agreement
                                         or the earlier request of Medtronic, all such molds, tooling and components shall be
                                         returned to Medtronic in good condition, except in the case of molds and tooling for
                                         reasonable wear and tear. Supplier shall at all times during the Term (as defined in
                                         Section 8 herein) maintain adequate insurance to cover any damage or loss with respect
                                         to such molds, tooling and components, and, upon request by Medtronic, deliver a certificate
                                         of insurance evidencing such coverage. The ownership and coverage clauses for the automation
                                         equipment for building the automated needle carrier assemblies is covered separately
                                         in Attachment C.



 


		B.	Maintenance of
                                         Tooling: Supplier shall maintain all of Medtronic's molds and tooling in good working
                                         condition at all times while in Supplier's possession. Routine maintenance of molds and
                                         tooling shall be carried out at Supplier's expense. "Routine Maintenance" shall
                                         include cleaning standard components and repairing any damage caused by neglect or negligence.
                                         Subject to Medtronic's prior written authorization, Medtronic shall be responsible for
                                         the cost of replacing molds and tooling, except to the extent that such replacement is
                                         necessary due to Supplier's failure to maintain the molds and tooling or thru Supplier's
                                         negligence or intentional acts.



 


		C.	Records: Supplier
                                         shall at all times maintain, and make available to Medtronic upon request, a complete
                                         list of all Medtronic molds, tooling and components in Supplier's possession. Supplier
                                         shall evaluate in writing the condition of all molds and tooling upon receipt from Medtronic
                                         and shall submit such evaluations to Medtronic for its review. Upon request by Medtronic,
                                         Supplier shall prepare and deliver to Medtronic a written report of the condition, maintenance,
                                         and usage history for all Medtronic molds and tooling.



 



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The parties have caused this BUSA to be executed as of the Effective
Date.


	 	 	 	 	 
	MEDTRONIC MINIMED, INC.		INTRICON CORPORATION
		 	 
	By	/s/ Kenneth A. Patterson	 	By	/s/ Michael P. Geraci
	 	Ken Patterson	 	 	 
	 	Sr. Director, Strategic Sourcing	 	Michael P. Geraci
	 	Diabetes	 	(print name)


 


	Date 	12 July 2019	 	Title	Sr. Vice President Sales & Marketing
	 	 	 	 	 
	 	 	 	Date  	June 12, 2019


 


	By	/s/ Leonel Peralta	 
	 	Leonel Peralta	 
	 	Vice President, Global Operations	 
	 	Diabetes	 


 


	Date 	July 11th, 2019	 


 


LIST OF BUSA ATTACHMENTS


 


		●	Attachment
                                         A: Product and Price List






		●	Attachment
                                         B: Quality Agreement 






		●	Attachment
                                         C: Automation Agreement






		●	Attachment
                                         D: Business Continuity Plan



 


Attachments
A, B and D are omitted pursuant to Item 601(a)(5) of Regulation S-K. Intricon agrees to furnish supplementally to the
SEC, upon request, a copy of any omitted attachment.


 



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BUSINESS UNIT SUPPLY AGREEMENT - ATTACHMENT
A


PRODUCT AND PRICE LIST


 


Omitted
pursuant to Item 601(a)(5) of Regulation S-K


 



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BUSINESS UNIT SUPPLY AGREEMENT - ATTACHMENT
B__


Quality
Agreement


 


Omitted
pursuant to Item 601(a)(5) of Regulation S-K


 



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BUSINESS UNIT SUPPLY AGREEMENT –
ATTACHMENT C


Automation
Agreement





 



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ATTACHMENT C – AUTOMATION AGREEMENT
TO 


BUSINESS UNIT SUPPLY AGREEMENT


 


This Automation Agreement (“Automation
Agreement”) is made by and between the Medtronic Business Units set forth below and IntriCon Corporation on behalf of itself,
its subsidiaries and Affiliated Companies (“Supplier”) under the terms and conditions of the Master Supply Agreement
(the “Master Agreement”) dated May 14, 2019 between Medtronic Inc. and Supplier and the Business Unit Supply Agreement
(“BUSA”) dated May 14, 2019 between the Medtronic Business Units set forth below and Supplier. In the event of any
conflict between or among the terms of this Automation Agreement and the terms of the Master Agreement and/or the BUSA, the terms
of this Automation Agreement shall control. Terms capitalized but undefined in this Automation Agreement shall have the meaning
given to such terms in the Master Agreement, except that terms “Business Unit” and “Product” shall have
the meanings given to them in the BUSA.


 


	MEDTRONIC BUSINESS UNITS:	Medtronic
MiniMed, Inc. (“Medtronic”)	 
	 	 	 
	EFFECTIVE DATE:	June 15, 2019	 	 


 


		1.	PURCHASE OF SYSTEMS



 


Pursuant to the BUSA and at the request
of Medtronic, Supplier has purchased two (2) Enlite Needle Automation Assembly Equipment Systems (each a “System”
and collectively, the “Systems”; also referred to as “ANH 2” and “ANH3”, respectively) for
a total purchase price of $[****], which amount includes the cost of IPARC, ovens and tray re-packaging system but does not include
the cost of reusable items such as metal pins and trays and other manufacturing consumables (which shall be charged to Medtronic
as separate costs).


 


		2.	PAYMENT FOR AND OWNERSHIP OF SYSTEMS



 


Medtronic shall purchase the first System
(ANH2) and deliver to Supplier for the purchase price of $[****]. Upon signing of the Master Agreement and BUSA, Supplier shall
purchase the second System (ANH3) for the purchase price of $[****], (which amount includes IPARC systems and tray handler). Supplier
shall assign to Medtronic a 50% undivided ownership interest in the two Systems; Medtronic and supplier each shall have the right
to file a UCC financing statement evidencing their respective 50% undivided ownership interest in the Systems. The interest of
the parties in the Systems shall be as joint owners but neither party shall sell, transfer, assign, pledge or otherwise encumber
its interest in the Systems. Section 4.6 of the Master Agreement shall not apply with respect to the Systems.


 


		3.	MAINTENANCE OF SYSTEMS



 


Supplier shall be responsible for routine
and repair maintenance of the Systems; provided, that any repairs in excess of $50,000.00 in any twelve (12) month period shall
be shared one-half by each party.


 


		4.	FINAL ACCEPTANCE TESTING



 


Medtronic and IntriCon will collaborate and be responsible for
completing final acceptance testing (“FAT”) on the ANH3. This will include all mechanical and software functional
testing, software code review and sustaining runs to prove each System’s performance fit for production. Upon completion
of the FAT, Medtronic will provide Supplier with a signed FAT Report as per MPROC’s CSV policy. IntriCon’s quality
system allows linkage for IIN software validation in the IQ. Initially the automation will be qualified without the IPARC, Oven
and tray re-package system.


 



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		5.	TERM OF AGREEMENT; DISPOSITION OF SYSTEMS



 


The term of this Automation Agreement
and the BUSA shall begin on the Effective Date and continue for a period of 48 months after the Final Approval Date (as hereinafter
defined) (the “Initial Term”). Unless earlier terminated, this Automation Agreement and the BUSA will thereafter automatically
renew for one additional period of twelve (12) months (the “Renewal Period”), unless either party provides the other
with notice of non-renewal at least ninety (90) days before the end of the Initial Term. Upon the end of the Initial Term (or
the end of the Renewal Period, if applicable), [****], and Supplier shall remove and ship
the Systems at Medtronic’s expense to Medtronic’s facility. “Final Approval Date” means that date on which
the last of the two Systems has been installed at Supplier’s facility and has received all required government and Medtronic
approvals.


 


		6.	PRICING AND MINIMUM PURCHASE REQUIREMENTS



 


In consideration of the mutual agreements
of the parties set forth herein:


 


a. Supplier agrees to provide to Medtronic
reduced prices for certain Products sold to Medtronic as set forth in Attachment A – Product and Price List to the BUSA
with respect to those Products which have been manufactured using the System.


 


b. The parties
agree that Medtronic shall purchase and take ownership of a minimum of an aggregate of [****] Needle
Assembly Units during the Initial Term based on two Systems and manually assembly units built within IntriCon.


 


The parties have caused this Automation Agreement to be executed
as of the Effective Date.





	 	 	 	 	 
	MEDTRONIC
                                         MINIMED, INC.	 	INTRICON CORPORATION
	 	 	 
	By	/s/ Kenneth A. Patterson	 	By	/s/ Michael
    P. Geraci
	 	Ken Patterson	 	 	 
	 	Sr. Director, Strategic Sourcing	 	Michael P. Geraci
	 	Diabetes	 	(print name)


 


	Date 	12 July 2019	 	Title	Sr. Vice President Sales & Marketing
	 	 	 	 	 
	 	 	 	Date  	June 12, 2019


 


	By	/s/ Leonel Peralta	 
	 	Leonel Peralta	 
	 	Vice President, Global Operations	 
	 	Diabetes	 


 


	Date 	July 11th, 2019	 



 



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BUSINESS UNIT SUPPLY AGREEMENT –
ATTACHMENT D


BuSINESS
CONTINUITY PLAN


 


Omitted
pursuant to Item 601(a)(5) of Regulation S-K


 



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BUSINESS UNIT SUPPLY AGREEMENT –
ATTACHMENT E 


Additional
Product Quality Requirements 


 


Nothing
Follows 


 



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BUSINESS UNIT SUPPLY AGREEMENT –
ATTACHMENT F


Supplier
Instructions 


 


Nothing
Follows 


 



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