Confidential Settlement Agreement



 Exhibit 10.1 
 SETTLEMENT AGREEMENT 
 *** CERTAIN INFORMATION IN THIS
EXHIBIT HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST UNDER 17 C.F.R SECTIONS 24-b-2, 200.80 (B)(4) AND 230.406. 

 

	1.	INTRODUCTION 

  

	1.1	This Settlement Agreement (“the Agreement”) is made and entered into effective on the day the last Party affixes its signature hereto (the “Effective
Date”) between, on the one hand, St. Jude Medical, Inc., and St. Jude Medical, Cardiology Division, Inc. (d/b/a St. Jude Medical Cardiovascular Division) (collectively “St. Jude”) and, on the other hand, Kensey Nash Corporation and
Kensey Nash Holding Corporation (collectively, “Kensey Nash”) (each a “Party” and collectively, the “Parties”). 

  

	1.2	On February 13, 2012, the Parties participated in an all-day mediation conducted by Antonio Piazza, Esq. in San Francisco, California (the “Mediation”).
During the course of the Mediation, the Parties resolved all disputes and claims that could have been and/or were raised between the Parties with respect to the following agreements and issues: 


 

	 	•	 	 The United States and Foreign License Agreements dated September 4, 1991 between Kensey Nash and American Home Products Corporation, since
amended, to which St. Jude is the successor-in-interest (“the 1991 Agreements”). 


  

	 	•	 	 The United States and Foreign License Agreements between American Home Products and Wouter Muijs Van de Moer and Rienk Rienks, executed on
January 17, 1995 on behalf of American Home Products, whose interest is now held by St. Jude, and executed on February 8, 1995 by Van de Moer and Rienks, whose interest is now held by Kensey Nash (“the 1995 Agreements”).



  

	 	•	 	 The status of certain patents and patent applications referred to herein as “the Vascular Closure Patents.” The Vascular Closure Patents
include 


 (i) patents and patent applications filed by, and assigned to, St. Jude, that are listed at
Schedule A, as well as their foreign counterparts; and 
 (ii) patents and patent applications that are: 

 

	 	a.	filed or to be filed by, and assigned or to be assigned to, St. Jude; or 

  

	 	b.	name at least one inventor having an obligation to assign to St. Jude; 

  

	 	c.	where such patents and patent applications in (a) and (b) relate to vascular closure devices; and 


 

	 	d.	where any claim of inventorship or ownership by KNC for such patents and patent applications in (a) and (b) is or could be based on a conception before the
Effective Date. 


  
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	2.	SETTLEMENT 

  

	2.1	In exchange for the valuable consideration provided herein, the Parties hereby settle all outstanding claims and disputes related to the 1991 Agreements and the 1995
Agreements, including (but not limited to) disputes concerning all past and future royalty obligations owed by St. Jude, disputes concerning claims and rights of inventorship and/or ownership of the Vascular Closure Patents, and disputes concerning
royalties allegedly owing as a result of the acquisition of Radi Medical Systems AB (n/k/a St. Jude Medical Systems AB) by St. Jude Medical, Inc. 

  

	2.2	Other than as expressly set forth herein, the rights and obligations of the Parties to and under the 1991 Agreements and the 1995 Agreements are hereby terminated. The
Parties further agree that, except as expressly set forth herein, none of the provisions governing Termination in any of those agreements apply. Without limiting the foregoing, the Parties expressly agree that they are not obligated to undertake or
perform any of the obligations set forth in Article XV of the 1991 Agreements, or Section 11 or Section 16 of the 1995 Agreements. 

  

	2.3	Notwithstanding section 2.2 herein, Kensey Nash shall provide assistance to St. Jude with respect to filings and submissions to regulatory agencies, as set forth in
section 7.3 of the 1991 Agreements, which remains in place as though set forth herein. 

  

	2.4	Notwithstanding section 2.2 herein, the Parties shall retain the right to use certain trademarks, as set forth in section 8.5 of the 1991 Agreements, as though the
terms thereof were set forth herein. 

  

	2.5	Notwithstanding section 2.2 herein, the Parties shall continue to have the rights and obligations set forth in Article X of the 1991 Agreements for five (5) years
from the Effective Date ,as though the terms thereof were set forth herein. 

  

	2.6	Notwithstanding section 2.2 herein, the provisions and obligations of Article XII of the 1991 Agreements shall continue in force, as though the terms thereof were set
forth herein. 

  

	2.7	Notwithstanding section 2.2 herein, the warranties set forth in section 2(a) of the 1995 Agreements shall remain in place for five (5) years from the Effective
Date, as though the terms thereof were set forth herein. 

  

	2.8	The Parties agree to abide by the confidentiality obligations set forth in Article XIV of the 1991 Agreements and section 15 of the 1995 Agreements as though the terms
thereof were set forth herein. Such obligations shall remain in place for five (5) years from the Effective Date. 

  

	3.	PAYMENT 

  

	3.1	 St. Jude hereby agrees to pay Kensey Nash Holding Corporation a total of 39 million (thirty-nine million) United States Dollars, in twelve equal,
quarterly installments of 3,250,000 (three million, two hundred fifty thousand) United States Dollars each. The first quarterly payment shall be made by March 31, 2012, by wire to the account designated by Kensey Nash, and the remaining eleven
payments shall be made by the last business day of each subsequent consecutive calendar quarter, until the final 



  
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payment is made by December 31, 2014. In the event that any payment hereunder is not received as provided herein, then upon ten (10) days written notice by Kensey Nash to St. Jude and
failure by St. Jude to cure within that ten (10) day period, all the outstanding payments shall become immediately due and payable by St. Jude to Kensey Nash Holding Corporation. 


 

	3.2	Upon payment in full of each of the payments set forth in the first two sentences of section 3.1 hereof, Kensey Nash acknowledges and agrees that St. Jude shall have no
further financial responsibility to Kensey Nash, except for (i) obligations of St. Jude to Kensey Nash regarding purchase orders for collagen placed before the execution of this Agreement; and (ii) as otherwise provided by the Collagen
Supply Agreement described below. 

  

	4.	PATENT LICENSES TO ST. JUDE 

  

	4.1	Kensey Nash agrees that St. Jude shall have a fully paid-up, worldwide exclusive license to all patents upon which rights had been granted pursuant to the 1991
Agreements. This license includes all patents (including any patent application, continuation, continuation-in-part, divisional, reexamination or reissue and any foreign counterpart thereof) that Kensey Nash has asserted, or does assert, or could
have asserted, to fall within the 1991 Agreements, except as provided in section 5 hereof. 

  

	4.2	The Parties acknowledge that St. Jude, as the exclusive licensee, has the right (but not the obligation) to enforce against third parties the patents that Kensey Nash
asserts, has asserted, or could have asserted, to fall within the 1991 Agreements. Notwithstanding section 2.5 hereof, St. Jude shall bear the expense of any such enforcement action and shall be entitled to all damages recovered in any such
enforcement action. At St. Jude’s request, Kensey Nash agrees to cooperate in such enforcement action, particularly as required to avoid dismissal for nonjoinder of a necessary party. Notwithstanding Kensey Nash’s cooperation and consent,
St. Jude shall retain the full right to control such enforcement action (including, but not limited to, the right to settle such enforcement action). 

  

	4.3	Kensey Nash also agrees that St. Jude shall have a fully paid-up, exclusive license to all patents upon which rights had been granted pursuant to the 1995 Agreements.
This license includes all patents (including any patent application, continuation, continuation-in-part, divisional, reexamination or reissue and any foreign counterpart thereof) that KNC has asserted, or does assert, or could have asserted, to fall
within the 1995 Agreements. 

  

	4.4	The Parties acknowledge that St. Jude, as the exclusive licensee, has the right (but not the obligation) to enforce against third parties the patents that Kensey Nash
asserts, has asserted, or could have asserted, to fall within the 1995 Agreements. St. Jude shall bear the expense of such enforcement action and shall be entitled to all damages recovered in such enforcement action. At St. Jude’s request, and
expense, Kensey Nash agrees to cooperate in such enforcement action, particularly as required to avoid dismissal for nonjoinder of a necessary party. Notwithstanding Kensey Nash’s cooperation and consent, St. Jude shall retain the full right to
control such enforcement action (including, but not limited to, the right to settle such enforcement action). 


  
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	5.	PATENT LICENSES TO KENSEY NASH 

  

	5.1	St. Jude hereby grants to Kensey Nash a non-exclusive, royalty-free license (including the right to sub-license) to the patents listed in the attached Schedule B.
Kensey Nash may extend a sublicense on those patents, but only with the express written consent of St. Jude, which may not be unreasonably withheld. 

  

	6.	PATENT ASSIGNMENTS TO KENSEY NASH 

  

	6.1	St. Jude hereby assigns and agrees to assign to Kensey Nash all rights, title, and interest in the patent application listed in the attached Schedule C as well as to
any continuation, continuation-in-part, divisional, reexamination or reissue and any foreign counterpart thereof and agrees to take all reasonable steps to perfect such assignment(s). Kensey Nash shall be responsible for all further prosecution and
maintenance of this patent application subsequent to the assignment. 

  

	6.2	Kensey Nash hereby grants to St. Jude a royalty-free, non-exclusive license to any patent that issues on any application that St. Jude has assigned to Kensey Nash,
including any reissues, or patents that issue on divisionals, continuations, or continuations-in-part from such applications. 

  

	7.	PATENT INVENTORSHIP AND OWNERSHIP 

  

	7.1	Except for U.S. Published Patent Application Nos. 2005/0096697 and 2006/0265007 and any continuation, continuation-in-part, divisional, reexamination, reissue, patents
resulting from Inter Partes Review or from Post Grant Review thereof, as well as any foreign counterpart of the foregoing, Kensey Nash acknowledges that neither it, nor any present or former employee, officer, director, consultant or affiliate of
Kensey Nash, has a claim to be named as an inventor or joint inventor of any invention disclosed or claimed in any issued patent or patent application filed by St. Jude or any St. Jude affiliated company or division (collectively, a “St. Jude
Entity”). This includes continuations, continuations-in-part, divisionals, reexaminations, reissues, patents resulting from Inter Partes Review or Post Grant Review and any foreign counterpart thereof filed by St. Jude in any country disclosing
and claiming a method, device, or component which may be used in vascular closure. 

  

	7.2	Except as provided in Section 6 of this Agreement, Kensey Nash acknowledges that neither it, nor any present or former employee, officer, director, consultant or
affiliate of KNC, is an owner of, or has any ownership interest in, any issued patent or patent application for which a St. Jude Entity is the assignee or for which an individual with a duty or obligation to assign the patent to St. Jude is listed
as an inventor. This includes continuations, continuations-in-part, divisionals, reexaminations, reissues, patents resulting from Inter Partes Review or Post Grant Review and any foreign counterpart thereof filed by St. Jude in any country
disclosing and claiming a method, device, or component which may be used in vascular closure. To the extent that Kensey Nash had, has, or may have any ownership or ownership interest in any such patent or patent application, Kensey Nash agrees to
assign, and hereby does assign such ownership or ownership interest to St. Jude. 

  

	7.3	 Kensey Nash shall provide all reasonable assistance to St. Jude in establishing, perfecting and defending St. Jude’s inventorship and/or ownership
of any patent or 



  
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patent application. This reasonable assistance shall include, but is not limited to the following acts, undertaken in connection with the prosecution of any patent or patent application or in any
proceeding of any court, government, or regulatory agency in which the inventorship and/or ownership of a patent or patent application is in question: (i) executing declarations and assignments, which shall be at Kensey Nash’s expense; and
(ii) appearing at hearings, providing documents, and/or giving deposition testimony, for which, if approved in advance by St. Jude, which approval shall not be unreasonably withheld, St. Jude shall bear reasonable attorney fees and expenses.
The patents and patent applications covered by this section include continuations, continuations-in-part, divisionals, reexaminations, reissues, patents resulting from Inter Partes Review or Post Grant Review and any foreign counterpart thereof
filed by St. Jude in any country disclosing and claiming a method, device, or component which may be used in vascular closure. 

  

	7.4	Notwithstanding the provisions of Section 9 of this Agreement, nothing in this Agreement shall prevent St. Jude from submitting statements and/or documents in
connection with the prosecution of any patent or patent application or in any proceeding of any court, government, or regulatory agency in which the inventorship and/or ownership of a patent or patent application is in question. This includes
continuations, continuations-in-part, divisionals, reexaminations, reissues, patents resulting from Inter Partes Review or Post Grant Review and any foreign counterpart thereof filed by St. Jude in any country disclosing and claiming a method,
device, or component which may be used in vascular closure. 

  

	7.5	Kensey Nash shall, within 30 days of executing this Agreement, expressly abandon any patent applications that Kensey Nash has filed and that claim priority to or the
benefit of any patent application or issued patent for which a St. Jude Entity is the assignee or for which an individual with a duty or obligation to assign the patent to St. Jude is listed as an inventor. This includes continuations,
continuations-in-part, divisionals, reexaminations, reissues, patents resulting from Inter Partes Review or Post Grant Review and any foreign counterpart thereof filed by St. Jude in any country disclosing and claiming a method, device, or component
which may be used in vascular closure. Kensey Nash further agrees that it shall not file any future patent applications that claim priority to or benefit of any such patent application or issued patent. 


 

	7.6	Kensey Nash agrees that it will not seek, or cause to be sought, reexamination, reissue, Inter Partes Review, Post Grant Review, opposition, revocation, cancellation,
or invalidation of any Vascular Closure Patent, based on a claim by Kensey Nash of improper inventorship or ownership. 

  

	8.	COLLAGEN SUPPLY AGREEMENT 

  

	8.1	St. Jude and Kensey Nash are parties to a collagen supply agreement, effective as of June 23, 2010 (the “Collagen Supply Agreement”).


  

	8.2	As part of this settlement, the Parties agree and hereby do amend the terms of the Collagen Supply Agreement and the Amended Agreement shall be known as the “2012
Collagen Supply Agreement”. A copy of the 2012 Collagen Supply Agreement is attached hereto as Schedule D. 


  
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	8.3	As set forth in the 2012 Collagen Supply Agreement, St. Jude agrees to place orders totaling at least 5 million units of Collagen Plugs (as defined in the Collagen
Supply Agreement) between February 13, 2012 and the 2012 Collagen Supply Agreement Termination Date provided therein. Such amount does not include the 1,001,000 units previously ordered by St. Jude in the June 24, 2011 purchase order under
the 2010 Collagen Supply Agreement, but does include the 400,000-unit order specified in section 4.1 of the 2012 Collagen Supply Agreement. Kensey Nash agrees to fill such orders in accordance with the terms of the 2012 Collagen Supply
Agreement. 

  

	8.4	As set forth in the 2012 Collagen Supply Agreement, St. Jude agrees that its orders for Collagen Plugs will not exceed 2 million units in any calendar year from
2012 (such amount including the 1,001,000 units previously ordered by St. Jude in the June 24, 2011, purchase order under the 2010 Collagen Supply Agreement, as well as the 400,000-unit order specified in section 4.1 of the 2012 Collagen Supply
Agreement) through 2017 without the express written permission of Kensey Nash, which will use reasonable efforts consistent with good business practice to meet St. Jude’s requirements for quantities in excess of 2 million units in any
calendar year. 

  

	8.5	All other terms are set forth in the 2012 Collagen Supply Agreement. 

  

	8.6	Notwithstanding any provision herein to the contrary, St. Jude shall remain obligated to Kensey Nash for all moneys due under the 2010 Collagen Supply Agreement for
purchase orders issued before the Effective Date of this Agreement. 

  

	9.	CONFIDENTIALITY 

  

	9.1	This Agreement is entered into for the purpose of settlement and is subject to Federal Rule of Evidence 408. It is intended that, to the extent possible, all
communications made as part of its making and as part of the Mediation, are to be held confidential between St. Jude, Kensey Nash, and each Party’s respective agents. The actual terms of this Agreement may be disclosed, however the parties
shall limit themselves in disclosures and in discussions with others to those terms without embellishment. 

  

	9.2	The terms of the Parties’ Mediation Confidentiality Agreement shall remain in effect. 


 

	9.3	Notwithstanding sections 2.8, 9.1, and 9.2 hereof, promptly after the Effective Date of this Agreement, the Parties may make the following statement about the
circumstances leading to this Agreement (but may not provide further explanation or embellishment: (i) After a successful mediation, the Parties have amicably resolved all of the disputes between them involving the 1991 and 1995 License
Agreements; (ii) St. Jude has agreed to make payments of $3.25mm for twelve consecutive quarters, commencing with the first payment on or before March 31, 2012; (iii) the Parties have agreed to certain licenses and assignments of
certain patents and applications; and (iv) the Parties have entered into a revised, long-term collagen supply agreement. 

  

	9.4	Nothing in this Section 9 precludes either Party from making public disclosures or statements concerning the effect of this Settlement Agreement on its own
financial situation and operations, and nothing in this Section 9 precludes either Party from issuing a general Press Release about this Settlement Agreement, provided such Press Release is approved in advance by the other Party.



  
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	10.	MUTUAL RELEASE OF CLAIMS 

  

	10.1	For good and valuable consideration, the receipt of which is acknowledged, St. Jude does hereby release, cancel, forgive and forever discharge Kensey Nash, and its
officers, directors, shareholders, employees, agents, successors, and assigns, from all actions, claims, demands, damages, obligations, liabilities and controversies arising under the 1991 Agreements and the 1995 Agreements (other than obligations
expressly reserved hereunder), including, but not limited to, all issues surrounding past and future royalties due, and royalty obligations arising following the acquisition of Radi Medical Systems AB by St. Jude Medical, Inc.


  

	10.2	For good and valuable consideration, the receipt of which is acknowledged, Kensey Nash does hereby release, cancel, forgive and forever discharge St. Jude, and its
officers, directors, shareholders, employees, agents, successors, and assigns, from all actions, claims, demands, damages, obligations, liabilities and controversies arising under the 1991 Agreements or the 1995 Agreements, including, but not
limited to, all issues surrounding past and future royalties due, claims regarding joint inventorship or incorrect inventorship of the Vascular Closure Patents, and obligations requiring the disclosure of inventions, improvements, patent
applications and other patent filings, and royalty obligations arising following the acquisition of Radi Medical Systems AB by St. Jude Medical, Inc. The Parties both acknowledge that Section 7 of this Agreement obliges Kensey Nash to provide
all reasonable assistance to St. Jude in establishing, perfecting and defending St. Jude’s inventorship and/or ownership of its intellectual property rights. 


 

	11.	GOVERNING LAW 

  

	11.1	This Agreement and matters connected with the construction and performance hereof, including obligations related to the 1991 Agreements and 1995 Agreements, shall be
governed by the substantive laws of the State of Delaware, without regard to that state’s choice of law rules. This supersedes any agreement to the contrary between the Parties, their successors, and their assigns. 


 

	12.	VENUE 

  

	12.1	The Parties specifically consent to jurisdiction and venue in the state and federal courts located in Wilmington, Delaware, for any dispute concerning this Agreement,
or any obligations under the 1991 Agreements or the 1995 Agreements, as well as any other dispute between St. Jude and Kensey Nash relating to vascular closure technology, including (but not limited to) the Angio-Seal family of products.


  

	12.2	The Parties further acknowledge that any lawsuit brought by either Party against the other concerning this Agreement, or any dispute relating to vascular closure
technology, including (but not limited to) the Angio-Seal family of products, shall be brought in a state or federal court located in Wilmington, Delaware. This supersedes any agreement to the contrary between the Parties, their successors and
assigns. 

  

	13.	HEADINGS FOR CONVENIENCE 

  

	13.1	Headers used in this Agreement are for convenience only and shall be given no effect in constructing or interpreting this Agreement. 


  
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	14.	SEVERABILITY 

  

	14.1	If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, the remaining portions of the Agreement will remain in full
force and effect, but only to the extent that giving effect to the remaining portions is within the intent of the Parties. The Parties agree that if any provision of this Agreement is determined to be unenforceable by a court of competent
jurisdiction, such provision shall be struck from the Agreement, and the Parties shall replace that term of the Agreement with a term that has a substantially similar economic effect. 


 

	15.	COMPLETE AGREEMENT 

  

	15.1	This Agreement represents the complete agreement between the Parties of the settlement arising out of the Mediation process. No amendment to this Agreement will be
effective unless it is in writing and signed by both Parties, and expressly indicates mutual intent to modify the Agreement. 

  

	16.	ASSIGNABILITY 

  

	16.1	The rights and obligations under this Agreement may be transferred or assigned between or among affiliates of a Party without notice. This Agreement cannot be assigned
to third parties (that are not affiliates of a Party) without the prior express written consent of both Parties, which consent may not be unreasonably withheld. 


 

	16.2	For purposes of this Agreement, an “Affiliate” shall mean an entity that, at any time during this Agreement, (a) a Party Controls, (b) Controls a
Party or (c) is under common Control with a Party. In addition, “Control” as used in this Agreement shall mean the ownership, directly or indirectly, through one or more intermediaries, or control of (i) more than fifty percent
(50%) of the outstanding shares or securities entitled to vote for the election of directors or similar managing authority of the subject entity; (ii) more than fifty percent (50%) of the ownership interest representing the right to
make the decisions for the subject entity; or (iii) any other ability to elect more than half of the board of directors or similar managing authority of the subject entity, whether by contract or otherwise. 


 

	17.	AUTHORITY 

 Each of the
Parties represents and warrants that it has the full right, power and authority to execute, deliver, enter into and perform this Agreement and that it is legally permitted to grant the rights granted and to make all covenants and perform all
obligations required by this Agreement. 
  

	18.	INDEMNIFICATION 

  

	18.1	All rights and obligations concerning indemnification set forth in the 1991 Agreements shall remain in force, sections 2.2 and 10 of this Agreement notwithstanding. For
avoidance of doubt, such obligations shall also apply to the patents and applications licensed under sections 5 and 6 herein. 

  

	19.	MISCELLANEOUS 

  

	19.1	Kensey Nash and St. Jude covenant and agree that nothing in this Agreement shall be construed as an admission of liability by any Party and that none of the Parties
will seek to use or construe this Agreement as an admission of liability by any Party. 


  
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	19.2	Nothing herein contained shall be construed or deemed hereby to create a principal/agent relationship between the Parties nor any form of partnership or joint venture.


  

	19.3	Each Party acknowledges that it has had the benefit of counsel. Each Party agrees that this Agreement has been jointly negotiated and drafted, and that none of the
Parties shall be construed as the sole draftsman of this Agreement, and that no provision shall be construed or interpreted for or against any of the Parties because such provision, or any other provision, or the Agreement as a whole, was
purportedly drafted by a particular Party. 

  

	19.4	Each of the Parties acknowledges that it has read all of the terms of this Agreement and enters into those terms voluntarily and without duress.


  

	19.5	This Agreement may be executed in multiple counterparts, each of which for all purposes shall be deemed an original. This Agreement shall not be binding on the Parties
and their Affiliates until all Parties (and an authorized representative of each Party’s parent corporation) have signed the same Agreement or identical counterparts thereof and each Party has received the signature page signed by the other
Party and that Party’s parent corporation, whether that signature page be an original or a facsimile. If the Agreement becomes binding based on an exchange of faxed copies of signature pages, the Parties will thereafter exchange formal signed
originals of this Agreement for their permanent records. 

  

	20.	NOTICE 

 If notice is
required under any provision of this Agreement, notice shall be given by overnight delivery to: 
  

					
	  	 	 For St. Jude
	  	 For Kensey Nash

		 	  
 General Counsel

St. Jude Medical, Inc.
 One St. Jude Medical
Drive
 St. Paul, MN 55117
  

AND
  
 General Counsel
 St. Jude Medical,
 Cardiology Division, Inc.
 177 Country Road B

St. Paul, MN 55117
  
 AND
  
 Joseph Evall

Orin Snyder
 Gibson, Dunn & Crutcher
LLP
 200 Park Avenue
 New York, NY
1016
	  	  
 Joe Kaufmann

Kensey Nash Corporation
 735 Pennsylvania
Drive
 Exton, PA 19341
  

AND
  
 Jeffrey C. Kelly
 Kensey Nash Holding Corporation

108 Webster Building
 3411 Silverside
Road
 Wilmington, DE 19810
  

AND
  
 John Caldwell
 David Wolfsohn
 Woodcock Washburn LLP
 2929 Arch Street
 Philadelphia, PA 19104



  
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 Intending to be bound, the parties enter into this Agreement by their authorized representatives:

  

					
	 /s/ John C. Heinmiller
	 		  	 /s/ Joseph Kaufmann Mar. 16, 2012

	John Heinmiller	 		  	Joseph Kaufmann
	For the St. Jude Parties	 		  	For Kensey Nash Corporation
			
	March 16, 2012	 		  	

  

	
	 /s/ Joseph Kaufmann Mar. 16, 2012

	 Joseph Kaufmann

	 For Kensey Nash Holding Corporation




  
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 Schedule A 
  

			
	Title	  	Application/Publication/Patent No.
	Device and Method for Positioning a Closure Device	  	7,850,614
	Three-Needle Closure Device	  	6,932,824
	Three-Needle Closure Device	  	7,789,887
	Three-Needle Closure Device	  	US-2010-0145366
	 Method and Apparatus for Sealing an Internal Tissue Puncture
 Incorporating a Block and Tackle
	  	US-2005-0107827
	Tissue Puncture Closure Device with Automatic Tamping	  	7,931,670
	Tissue Puncture Closure Device with Automatic Tamping	  	US-2011-0172702
		
	Vascular Sealing Device with High Surface Area Sealing Plug	  	7,621,937
		
	Vascular Sealing Device with High Surface Area Sealing Plug	  	8,075,589
		
	Vascular Sealing Device with High Surface Area Sealing Plug	  	13/305,586
	Automatic Suture Locking Device	  	8,007,514
	 Suture Based Vascular Closure Apparatus and Method
 Incorporating a Pre-Tied Knot
	  	7,731,726
	Vascular Puncture Seal Anchor Nest	  	7,597,705
	Vascular Puncture Seal Anchor Nest	  	US-2009-0312790
	 Balloon Insertion Apparatus and Method of Sealing a Tissue
 Puncture
	  	US-2007-0156084
	Puncture Locating Device	  	US-2006-0264978
	Flexible Tamping Device	  	7,749,248
	Flexible Tam ping Device	  	US-2010-0234883
	Method and Apparatus for Locating Vascular Punctures	  	7,648,493
	Vascular Sealing Device with Locking System	  	US-2006-0058844
	Suture Loop Closure Device	  	8,038,687
	Suture Loop Closure Device	  	US-2012-000467
	 Tissue puncture closure device with disengageable automatic
 tamping system
	  	7,618,438
	 Tissue puncture closure device with disengageable automatic
 tamping system
	  	US-2010-0023051
		
	Percutaneous Suture Path Tracking Device with Cutting Blade	  	US-2006-0178682
	 Tissue puncture closure device with automatic torque sensing
 tamping system
	  	7,250,057
	 Tissue puncture closure device with automatic torque sensing
 tamping system
	  	7,988,706
	 Tissue puncture closure device with automatic torque sensing
 tamping system
	  	US-2011-0270302
	 Tissue puncture closure device with magazine fed tamping
 system
	  	7,713,283
	 Tissue puncture closure device with magazine fed tamping
 System
	  	US-2010-0191280
	 Puncture Closure Apparatuses, Sealing Plugs, and Related
 Methods
	  	7,850,710


  
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	Title	  	Application/Publication/Patent No.
	 Puncture Closure Apparatuses, Sealing Plugs, and Related
 Methods
	  	US-2011-0077683
	 Tissue puncture closure device with scroll gear transmission
 tamping system
	  	7,618,436
	Tissue puncture closure system with retractable sheath	  	7,837,705
	 Tissue Puncture Closure Device with Coiled Automatic Tamping
 System
	  	7,749,247
	Hemostasis Valve Having Support Shoulders	  	5,092,857
	Device for sealing hemostatic incisions	  	5,540,715
	Device for sealing hemostatic incisions	  	5,630,833
	Assembly for sealing a puncture in a vessel	  	5,649,959
	 Insertion assembly and method of inserting a hemostatic closure
 device into an incision
	  	6,368,341
		
	Guiding lntroducer for Endomyocardial Biopsy Procedures	  	5,810,746
	 Measuring Device for Use with a Hemostatic Puncture Closure
 Device
	  	6,494,848
	Vascular Sealing Device with Locking Hub	  	US-2005-0085852
	System and Methods for Arterial Access	  	US-2008-0154190
		
	Systems and Methods of Locating and Closing a Tissue Puncture.	  	US-2009-0171281
	Extra-Vascular Sealing Device and Method	  	US-2009-0054926
	Vascular Closure Device Having an Improved Plug	  	US-2009-0171387
	Method and Apparatus to Promote Hemostasis	  	US-2008-0082123
	Device and Method for Vascular Closure	  	US-2008-0097479
	Knot Pusher Device	  	US-2008-0097484
	Method and Device for Automated Needle Deployment	  	US-2008-0097481
	Suture Attachment Device	  	8,080,035
	 Internal Suturing Device Leg Suspension System and Method of
 Use
	  	US-2008-0097480
		
	Vascular Closure Device Having a Flowable Sealing Material	  	US-2009-0171282
	Vascular Closure Device and Method for Using the Same	  	61/487,997
	 Method and Device for Locating a Vessel and for Closing a
 Vascular Puncture Site
	  	61/478,740
		
	Vascular Locator Device and Method for Locating a Vessel	  	61/476,979
		
	Improved Method and System for Closing a Vascular Hole	  	61/487,474
	 Tissue Puncture Closure Device with Actuatable Automatic Spool
 Driven Tamping System
	  	US-2010-0286727
	Snap-On Vascular Closure Device and Methods	  	61/466,775
		
	Monorail System for Vascular Closure Device and Methods	  	61/238,385
	 Filled Balloon Arteriotomy Locator for Vascular Closure Devices
 and Methods
	  	61/486,470


  
 12 










			
	Title	  	Application/Publication/Patent No.
	 Compressible Arteriotomy Locator for Vascular Closure Devices
 and Methods
	  	61/238,297
	Vascular Closure Device with Automatic Suture Cutter	  	61/229,212
	Vascular Access to Closure Sheath and Methods	  	12/889,733
	Single Piece, Dual Component Sealing Pad and Methods	  	61/236,472
		
	Compactionless Tissue Puncture Closure Device and Methods	  	13/181,013
	 Tissue Puncture Closure Device with Limited Force Auto
 Compaction and Methods
	  	61/477,541
	Carrier Tube for Vascular Closure Device and Methods	  	61/234,192
	Procedural Sheath Adapter for Vascular Closure Device	  	61/488,097
	 Vascular Closure Device with Compaction Tube Suture Cutting
 Port and Methods
	  	61/466,844
	Dual Hypotube Suture Cutting Device and Methods	  	US-2011-0029012
		
	Polymer Membrane Locator with Built-in Stress Relief Structure	  	US-2011-0046663
	 Disengagable Cam System for Tissue Puncture Closure Device
 and Methods
	  	61/378,346
		
	Cam Driven Compaction Tube for Angio-Seal Deployment	  	12/901,285
		
	Clutch or Suture Release Mechanism for Angio-Seal Cam Design	  	61/375,361
	 Circumferentially Located Suture Release Mechanism for
 Vascular Closure Devices
	  	61/494,322
	Large Bore Closure with Inner and Outer Seal	  	61/560,588
	Large Bore Anchor Device	  	61/564,237
	Large Bore Closure Device	  	61/494,345
	Suture Locking Device	  	61/474,223
	Large Bore Location Design	  	61/560,507
	Suture Locking Device	  	61/487,633
		
	Distal Balloon Bond for a Temporary Sealing/Location Device	  	61/478,691
	 Dual Bond to Seperate Flashback Lumen and Inflation Lumen
 form a Coaxial Design or Dual Lumen Tube Design
	  	61/466,867
	Bioresorbable Tip with Low Force Release and Methods	  	61/590,027
	 Bioadhesive Delivery Catheter Manifold with Mixing Fixture and
 Methods
	  	61/589,930
	 Balloon Location Device Manifold for Vascular Closure Device
 and Methods
	  	61/590,000
	Procedural Sheath Securement Device and Methods	  	61/590,065


  
 13 









 Schedule B 
  

					
	 U.S. Patent No.
	  	 Filed
	  	 Publication No.

	7,850,654	  	April 24, 2003	  	2004/0215232
	7,250,057	  	April 11, 2005	  	2006/0229672
	7,648,493	  	April 20, 2004	  	2005/0234396


  
 14 









 Schedule C 
  

					
	 U.S. Patent Application No.
	  	 U.S. Patent Publication No.
	  	 Filed

	10/939,841	  	2006/0058844	  	September 13, 2004


  
 15 









 Schedule D 
 2012 Collagen Supply Agreement to be appended here 

  
 16 









 *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST UNDER 17 C.F.R SECTIONS 24-B-2, 200.80 (B)(4) AND 230.406. 
 2012 SUPPLY AGREEMENT 
 This Agreement (the “Agreement”)
effective as of the day the last party affixes its signature hereto (the “Effective Date”) is by and between Kensey Nash Corporation, a Delaware corporation, (“Seller”) whose principal place of business is 735 Pennsylvania Drive,
Exton, PA 19341 and St. Jude Medical, Cardiology Division, Inc. d/b/a St. Jude Medical, Cardiovascular Division a Delaware corporation, (“Buyer”), whose principal place of business is at 177 East County Road B, St. Paul, MN 55117 .

 WHEREAS, Buyer desires to purchase Products (as described below) from Seller and Seller desires to sell Products to Buyer
under the terms and conditions set forth herein. 
 NOW, THEREFORE, the parties, wishing to be legally bound, agree as follows:

 1. PRODUCTS: 
 Collagen plugs
in their current design configuration and used in currently commercially available Angio-Seal vascular closure devices (the “Collagen Plug”). Such collagen plugs are currently designated as Buyer’s Part Numbers: 

 

			
	22934-000	    	Collagen plug, Certified 5 hole, 6f STS
		
	22935-000	    	Rectangular collagen, 8f STS
		
	23378-000	    	Collagen plug, VIP, 6f plug
		
	23378-001	    	Collagen plug, VIP, 8f plug
		
	100000973	    	6f Aus collagen plug, VIP (Australian derived)
		
	100000974	    	8f Aus collagen plug, VIP (Australian derived)

 and, meeting the specifications (the “Specifications”) set forth in Schedule A, which is attached to and made a
part of this Agreement (collectively, the “Product” or “Products”). Such Specifications may be changed from time to time only as agreed to in writing by the parties. 
 2. DURATION: The duration of this Agreement shall be from the Effective Date until December 31, 2017 (“Initial Term”) unless terminated pursuant to the terms of this Agreement or
otherwise agreed in writing by the parties. 

  
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 3. CO-EXCLUSIVITY: Subject to the terms of this Agreement Seller will be, along with Buyer and/or
Buyer’s affiliate(s), the co-exclusive supplier of Collagen Plugs during the Term of this Agreement. 
 4. QUANTITIES: 

4.1 Buyer shall purchase from Seller and Seller shall sell to Buyer a cumulative amount of 5,000,000 units of Product (the
“Cumulative Purchase Requirement”) deliverable during the Term of this Agreement; more specifically, (i) Buyer shall place a binding purchase order of 400,000 units of Product by March 31, 2012 to be shipped by Seller between
October 1, 2012 and December 31, 2012 (the “March 2012 Order”), (ii) Buyer shall place a binding purchase order of 1,500,001 units of Product by October 1, 2012 to be shipped by Seller between January 1, 2013 and
December 31, 2013, and (iii) Buyer shall purchase a minimum of 400,000 units of Product each calendar year during the Term until the Cumulative Purchase Requirement has been met. To avoid any doubt, the March 2012 Order counts toward the
Cumulative Purchasing Requirement. 
 4.2 Buyer may purchase from Seller a maximum of 2,000,000 units of Product deliverable in
each calendar year 2012 through 2017 (“Annual Maximum”). The maximum Purchases for Calendar year 2012 shall include the volume of units purchased on all orders for delivery in 2012, including those scheduled for delivery in 2012 and placed
under the parties’ prior Supply Agreement dated June 23, 2010 (“2010 Supply Agreement”). To avoid any doubt the purchases under the 2010 Supply Agreement shall not count toward the Cumulative Purchase Requirement in this
Agreement. Seller shall use reasonable efforts consistent with good business practice to meet Buyer’s requirements for quantities in excess of the Annual Maximum. 
 4.3 For Australian derived collagen plugs, Seller is not obligated to supply in excess of 200,000 units per calendar year. Seller is not obligated to make more than two deliveries of Australian derived
collagen per calendar year unless otherwise agreed to in writing. 
 5. ORDER AND DELIVERY:  

5.1 The March 2012 Order shall be for 400,000 units of U.S. derived Product at *** per plug. Should Buyer place any additional orders in
2012 for delivery in 2012, pricing for such additional orders will be subject to Exhibit B with the understanding that the price per plug for that order will be determined based on the volume of units purchased on all orders for delivery in 2012
including those scheduled for delivery and placed under the 2010 Supply Agreement. 
 5.2 On or before June 30 of each
calendar year (including 2012) during the Term of this Agreement, Buyer will provide Seller with a non-binding forecast of its Product needs for the following year. On or before October 1 of each calendar year, Buyer will issue a binding
purchase order for its Product needs for the subsequent calendar year “Initial Purchase Order”. Should Buyer need to place any 

  
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additional orders it shall issue a purchase order stating the desired shipment date(s) and quantity being ordered. Seller shall acknowledge promptly in writing to Buyer each purchase order issued
by Buyer and confirm delivery dates to destinations specified by Buyer, however, delivery must not conflict with Seller’s normal manufacturing lead times. 
 5.3 Each delivery of Products shall be accompanied by Seller’s Certificate of Conformance as described more fully in the Specifications for the Products. If any terms and conditions contained in such
purchase order or acknowledgment conflict with the terms of this Agreement, the terms and conditions of this Agreement shall apply to the transaction. Changes in delivery date(s) or quantity specified in a purchase order may be made by Buyer by
means of a written amended purchase order, and shall become effective upon written approval by Seller. 
 6. ADDITIONAL QUANTITIES:
During the Term of this Agreement, Buyer shall notify Seller in writing at least ninety (90) days in advance of Buyer’s desired shipping date for quantities in excess of an Initial Purchase Order. Seller shall use commercially reasonable
efforts to meet Buyer’s requirements for such quantity in excess of an Initial Purchase Order. Should Seller be unable to supply Buyer with Product in excess of an Initial Purchase Order, Seller shall inform Buyer within thirty (30) days
of Seller’s receipt of notice whether Seller will supply all or a portion of such excess. Should Seller be unable to supply Buyer with any quantity of Products in excess of an Initial Purchase Order (the “Unfulfilled Excess”), Buyer
may purchase the Unfulfilled Excess from alternative suppliers, and such actions will not be a breach of any co-exclusivity provisions of this Agreement. 
 7. PRICE: Except as set forth in Section 5.1 of this Agreement the price for Products (the “Price”) shall be as set forth in Schedule B attached to this Agreement. 

8. WARRANTY: Subject to the conditions set forth below, Seller warrants that Products shipped hereunder meets and complies with the Specifications
set forth in Schedule A. Other than the foregoing, SELLER MAKES NO WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE EVEN IF THAT PURPOSE IS KNOWN TO SELLER, NOR ANY OTHER EXPRESS OR IMPLIED WARRANTY. Buyer assumes all risk
and liability for results obtained by the use of Products covered by this Agreement, whether used singly or in combination with other products. 

9. INDEMNIFICATION: Subject to the conditions set forth below, Buyer shall fully indemnify Seller, and Seller’s agents, parent, subsidiaries,
affiliates, employees, officers and directors, successors or assigns against all loss and expense (including, without limitation, reasonable attorney’s fees) for injury to or death of any person or loss of or damage to property incurred by
Seller and resulting in any way from Buyer’s use or sale of vascular closure devices, or any act or omission, whether negligent or otherwise, on the part of the Buyer, its agents, employees, subcontractors or assignees, in connection with the


  
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performance of this Agreement except: (a) when such loss and expense are caused by a defect in any Products which were manufactured by Seller, wherein such defect caused such Products to not
meet Specifications, and wherein such Product(s) were a component of a vascular closure device manufactured and sold by Buyer, or an affiliate of Buyer; or (b) when caused solely by the willful misconduct or negligence of Seller. In the event
of either exception set forth in (a) or (b) in the preceding sentence, Seller shall fully indemnify Buyer, and Buyer’s agents, parent, subsidiaries, affiliates, employees, officers and directors, successors or assigns against all loss
and expense (including without limitation, reasonable attorney’s fees). 
 The indemnifying party’s obligations under this Section
shall not apply unless: 
  

	 	A.	The indemnified party gives the indemnifying party prompt written notice of claims for which the indemnified party seeks indemnification; 


 

	 	B.	The indemnified party cooperates with the indemnifying party in the defense of such claims at the cost of the indemnifying party; 


 

	 	C.	The indemnifying party has the sole right to defend any such claim in the manner it deems prudent, including retaining counsel of its choice; and


  

	 	D.	The indemnifying party shall have the sole right to settle any such claim provided that in settling any claim the indemnifying party obtains a complete release for the
indemnified party and does not admit fault or liability on behalf of the indemnified party. 

 10. USE OF TRADEMARK: Each
party agrees that it will not, without the other party’s prior written consent, use and/or associate the other party, the other party’s corporate name or any of the other party’s trademarks, either orally or in writing, with any of
the other party’s products, except that Buyer may use Seller’s name and associate Seller with Buyer’s use of Products as is required by federal or state regulation in gaining approval to market or to continue marketing any of
Buyer’s devices or products. 
 11. CLAIMS OF NON-CONFORMITY: Buyer shall provide notice to Seller of any claim of non-conformity to
Specifications arising from Products within one hundred twenty (120) days after the later of the actual or scheduled date of receipt of the shipment containing the specific Products unit that is the subject of the claim (the “Claim
Period”). Except as to claims for indemnification set forth in Section 9, failure to give notice of claim within the Claim Period, shall constitute a waiver by Buyer of all claims in respect to such Products. No claim of non-conformity to
Specifications shall be allowed after Products has been processed by Buyer in any manner, except that opening the packages and inspecting Products with normal care in handling shall not constitute processing nor disallow such claim. Payment prior to
inspection of Products by Buyer shall not constitute waiver of any rights under this Agreement. In 

  
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addition, acknowledgement of receipt on packing slips or bills of lading shall not constitute acceptance of Products by Buyer. Products shall not be returned to Seller without Seller’s prior
permission, and then only in the manner and to the destination prescribed by Seller. Seller shall reimburse Buyer for the actual costs of returning any Products returned in accordance with Seller’s instructions. Upon Seller’s confirmation
of non-conformity, Seller will provide Buyer with credit, refund or replacement at Seller’s option for the non-conforming returned Products. In no event shall either party be liable to the other for special, indirect or consequential damages.

 12. QUALITY CONTROL: 
 12.1 Inspection, Timing. All Products shall meet the Specifications contained in Schedule A, and shall be subjected to quality control inspections by Seller in accordance with Seller’s quality
control standards and system which should be consistent and in conformity with the laws and regulations set forth in Section 17. If Buyer’s quality control inspection shows that any Products fails to meet the Specifications contained in
Schedule A, Buyer shall notify Seller within forty-five (45) days of discovery of the non-conformity. 
 12.2 Lot
Traceability. Vascular closure devices manufactured and sold by Buyer, or an affiliate of Buyer, shall contain lot numbers such that collagen components, including Products supplied hereunder, incorporated in such devices can be traced back to
the original supplier’s lot number. 
 13. DELIVERIES: Deliveries shall be F.O.B. Exton, Pennsylvania, USA via standard freight
carrier, using shipper of Buyer. Buyer shall be responsible for all delivery costs and will be invoiced for such by Seller. Title to and risk of loss in all Products sold hereunder shall pass to Buyer upon loading for shipment at Seller’s
plant. 
 14. TERMS OF PAYMENT: Buyer will pay to Seller the Invoiced Price net cash thirty (30) days from date of Seller’s
invoice. Seller may impose a late payment service charge of 1.5% per month on invoices not paid when due. All payments shall be in United States currency. 
 15. FINANCIAL RESPONSIBILITY: In the event Buyer fails to fulfill the terms of payment, or in case Seller shall have reasonable doubt at any time as to Buyer’s financial responsibility, Seller
may decline to make further deliveries except upon receipt of cash or satisfactory security. 
 16. FORCE MAJEURE: No liability shall
result from delay in performance, or nonperformance, caused by circumstances beyond the control of the party affected, including, but not limited to, Act of God, fire, flood, war, Government action, or accident. Quantities so affected may be
eliminated from the Agreement without liability, but the Agreement shall remain otherwise unaffected, except that in the event Seller fails to deliver an amount to Buyer under this Section 16 following a forty-five (45) day cure period,
Buyer may source Product itself or through a third party, to the extent of such failure by Seller, without breaching any exclusivity provisions of this Agreement. Any party claiming the benefit of this Section shall promptly so notify the other
party. 

  
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 17. GOVERNMENT REGULATION/APPROVALS – RESPONSES TO THIRD PARTY COMPLAINTS OR CLAIMS: Buyer shall
be responsible for obtaining all necessary government approvals to market any device incorporating the Products. Seller shall manufacture Products under this Agreement in material compliance with the U.S. Quality System Regulation (QSR) and ISO
13485. Any changes to the Specifications relating to the Products must be agreed to in writing by both parties before such changes are implemented. Seller considers process validation to be a requirement of the QSR; therefore, Buyer shall either
fund such required validations, subject to negotiation with Seller regarding the price and extent of validation, or provide Seller with written confirmation that Buyer will assume all responsibility for validation. Upon terms of confidentiality
acceptable to Seller, Seller agrees to cooperate with Buyer in obtaining any such governmental approvals, including providing required information to the FDA or any other governmental agency requesting the information to the extent such information
is readily available or can be developed at little or no cost to Seller, unless Buyer agrees to fund such information research and preparation. Similarly, Seller agrees to provide reasonable assistance, including information and data, as needed by
Buyer to respond to complaints or claims asserted by third parties regarding devices incorporating the Products. If services or consulting is required to respond to issues raised by a governmental agency or in a complaint or claims asserted by a
third party beyond what is customarily or reasonably provided without charge (“Supplemental Consulting”), Seller will notify Buyer of its intent to charge for Supplemental Consulting with an estimate for anticipated charges. If, after
notice of Seller’s intent to charge, Buyer requests such Supplemental Consulting, Seller will charge at a rate that is discounted by twenty percent (-20%) from its regular consulting rates. 

18. DOCUMENTS INCORPORATED BY REFERENCE: The following documents are hereby incorporated by reference: 

A. Schedule A, entitled “Products Specifications”. 
 B. Schedule B, entitled “Pricing”. 
 19. ADVERSE EVENTS, COMPLAINTS AND EFFECTS:
Buyer will investigate all adverse events, complaints and effects of which Buyer has direct or indirect knowledge, in regard to any of Buyer’s devices which incorporate Products. Buyer agrees to promptly report to Seller any such events,
complaints or effects that may relate to Products. Buyer shall be responsible for all medical device reporting (MDR), vigilance reporting and/or recalls associated with any devices made or sold by Buyer which incorporate Products. Seller shall be
notified in writing about any such reports or recalls that appear to relate to Products. 

  
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 20. COMPLIANCE WITH LAW: Each party represents that it is and will remain in material compliance with
all applicable federal, state and local laws, regulations and orders, regarding the manufacture and distribution of Products or product that incorporate Products. 
 21. INDEPENDENT CONTRACTOR: The employees, methods, equipment and facilities of each party shall at all times be under that party’s exclusive direction and control. Buyer’s relationship
to Seller under this Agreement shall be that of an independent contractor and nothing in this Agreement shall be construed to constitute either party, or any of its employees, an agent, associate, joint venturer or partner of the other party.

 22. NOTICES: All notices required hereunder shall be sent by certified mail return receipt requested, or by facsimile confirmed by
such certified mail, to the party to be notified at its following address or at such other address as shall have been specified in written notice from the party to be notified. If to “Seller”, addressed to: Kensey Nash Corporation, 735
Pennsylvania Drive, Exton, PA 19341, attention: Joseph W. Kaufmann. If to “Buyer”, addressed to: St. Jude Medical, Cardiology Division, Inc. d/b/a St. Jude Medical, Cardiovascular Division 177 East County Road B, St. Paul, MN 55117,
attention: Vice President Finance and Supply Chain with a copy to: Vice President and General Counsel, St. Jude Medical, Cardiovascular Division, 177 East County Road B, St. Paul, MN 55117. 
 23. ASSIGNMENT: This Agreement is not assignable or transferable by one party, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably
withheld, provided, however, that Buyer may assign this Agreement without Seller’s consent to an affiliate or a purchaser of all or substantially all of Buyer’s assets. 
 24. CLAUSE HEADINGS: The headings of clauses contained herein are used for convenience and ease of reference and shall not limit the scope or intent of the clause. 

25. ENTIRETY OF AGREEMENT: This Agreement embodies the entire agreement and understanding between Seller and Buyer regarding the supply of
collagen plugs for calendar years 2012 through 2017 and any extension of this Agreement. The parties expressly agree that this Agreement supersedes and replaces the parties’ Supply Agreement dated June 23, 2010 with the exception of the
pending delivery of Products ordered under that Agreement. No amendment, modification or release from any provision hereof shall be of any force or effect unless it is in writing, signed by the parties, and specifically refers to this Agreement.

 26. WAIVER: No waiver by either party or any breach of the covenants herein contained to be performed by the other party shall be
construed as a waiver of any succeeding breach of the same or any other covenants or conditions hereof. 

  
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 27. TERMINATION: The Agreement may be terminated by either party if: 

27.1 The other party is in material breach of any material term or obligation of this Agreement and such material breach is not cured
within thirty (30) days after receipt of written notice of such material breach from the terminating party, provided however, that if the nature of the breaching party’s obligations are such that more than thirty (30) days are
required for cure, then such party shall not be in default if it shall have commenced performance to cure within the thirty (30) day period and thereafter diligently attempts to complete performance of cure; or 

27.2 The other party is adjudicated insolvent, has a receiver of its assets or property appointed, or files or has filed against it a
petition in bankruptcy and such breach is not cured within sixty (60) days of such event; or 
 27.3 The other party ceases
or threatens to cease to carry on all or any substantial part of its business that is relevant to this Agreement; or 
 27.4 The
parties’ obligations pursuant to Sections 8, 9, 11, 19, 20, 28, 29 and 30 shall survive termination or expiration of this Agreement. 
 28.
CONFIDENTIALITY: Both parties acknowledge that before and during the Term, both parties may provide or may continue to provide the other with certain proprietary and confidential information, including, without limitation, prices, data,
designs, plans, drawings, technical information, trade secrets, know-how, processes, customer information, complaint analysis and investigation, marketing strategies and competitive information (“Confidential Information”). Each agrees
that it will not, during the Term, or after, for any reason, publish or disclose to any third party, except to the FDA or other competent regulatory agency, without the advance, express written authorization from the other party, any such
Confidential Information, nor, except to the extent such Confidential Information is necessary in performance of this Agreement, will it use such Confidential Information. 
 28.1 Confidential Information does not include information which (i) is known to the receiving party prior to receipt from the disclosing party; or (ii) is or becomes public knowledge without
breach of the disclosing party’s obligation; or (iii) is rightfully acquired by the disclosing party from a third party without restriction on disclosure or use; or (iv) is publicly disclosed or used following disclosing party’s
receipt of written consent for such disclosure or use by an officer of the other party; or (v) disclosure is compelled by deposition, subpoena or other judicial requirement or governmental action, as evidenced by advice of legal counsel,
provided that the receiving party give the disclosing party prompt advanced written notice of the Confidential Information to be disclosed as far in advance of its disclosure as is reasonably possible, practicable and legally permissible to permit
the other party to obtain a protective order or take other responsive action. 
 28.2 The requirements of this Section terminate
five (5) years after the termination or expiration of this Agreement or any renewal of this Agreement. Upon termination or expiration of this 

  
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Agreement, and upon request of the other party, all materials and copies of Confidential Information shall be immediately returned to the other party, except that the receiving party may retain
one archival copy in their respective legal department’s files for purposes of monitoring compliance of this Agreement, and may also retain any required documents or drawings required to be held in the Device History File or other applicable
QSR or regulatory file. 
 29. NO PUBLICITY: Following the Effective Date hereof, neither party will issue any press release regarding
the details of this Agreement or further transactions contemplated by the parties pursuant to this Agreement, or otherwise make any oral or written statements or disclosures regarding this Agreement or transactions contemplated by this Agreement,
without the prior written consent of the other party, which consent shall not be unreasonably withheld. The parties may, however, disclose the following: 
 (1) The mutually agreed upon statements set forth in Section 9 of the Settlement Agreement between the parties dated March 15, 2012. 

(2) Other information relating to this Agreement as may be required by applicable law or by obligations pursuant to any listing
agreement with or rules of any national securities exchange. The parties agree that should a copy of this Agreement need to be publicly filed that it shall be redacted so as to exclude the pricing information set forth in Section 5.1 and
the information in Schedules A and B. The parties also agree that from the Effective Date and on a quarterly basis going forward that they may disclose the quantity and dollar value of Product purchased by Buyer from Seller.

(3) To their respective employees and representatives, the information necessary to complete the transactions contemplated by the
parties’ Agreement. 
 In the case of any required disclosure under subsection (2) above, the disclosing party will: (1) provide
the other party with written notice of the required disclosure at least forty-eight (48) hours in advance of such disclosure; and (2) limit such disclosure to the minimum required under the applicable law or obligations.

30. GOVERNING LAW AND VENUE: This Agreement and matters connected with the construction and performance hereof, shall be governed by the
substantive laws of the State of Delaware, without regard to that state’s choice of law rules. This supersedes any agreement to the contrary between the Parties, their successors, and their assigns. The Parties specifically consent to
jurisdiction and venue in the state and federal courts located in Wilmington, Delaware, for any dispute concerning this Agreement. 
 31.
NON-SOLICIT/NO-HIRE: During the term of this Agreement and for a period of one (1) year thereafter, Seller and Buyer will not attempt to solicit nor directly or indirectly hire the other party’s employees or subcontractors that
become known to Seller or Buyer through the performance of this Agreement. 

  
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 32. CLOSED HERD: Seller shall maintain sufficient records to demonstrate that raw material has met
the requirements of a Closed Herd per current ISO 22442-2 for any such source of raw material where the Products are specified by Buyer to come from a Closed Herd. Specific requirements for sourcing of Products shall be controlled by Specifications
and any applicable laws or regulations. 
 33. COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same instrument. 
 Accepted: 

 

									
	Kensey Nash Corporation	 		  	 St. Jude Medical, Cardiology Division,
 Inc. d/b/a St. Jude Medical, Cardiovascular Division

					
	 By:
	 	 /s/ Joseph W. Kaufmann
	 		  	By:	  	 /s/ Jim Ufford

	 Name:
	 	Joseph W. Kaufmann	 		  	Name:	  	Jim Ufford
	 Title:
	 	President & CEO	 		  	Title:	  	Vice President - Supply Chain
	 Date:
	 	March 16, 2012	 		  	Date:	  	March 16, 2012


  
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 SCHEDULE A 
 PRODUCTS SPECIFICATIONS 
 Specifications follow this page.

 *** [13 Pages Redacted] 
  

					
	 	  	KNC	  	SJM
	 Initials
	  	JWK	  	JU
	 Date
	  	3/16/12	  	3/16/12


  
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 SCHEDULE B 
 PRICING 
 All Collagen Plug prices in the chart below are effective for
orders placed for delivery in calendar years 2012 through 2017 and are for closed herd derived Product, or Australian derived Product.  
 *** [1 Page Redacted] 
  

					
	 	  	KNC	  	SJM
	 Initials
	  	JWK	  	JU
	 Date
	  	3/16/12	  	3/16/12


  
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