exv10w1






Exhibit 10.1









CONSULTING AGREEMENT



The following contains all the terms of this consulting agreement (“Agreement”) between
Cardiogenesis, Corporation, a California corporation (the “Company” which term includes the
Company’s subsidiaries) and Dr. Marvin Slepian (the “Consultant”), and supersedes all other
understandings, oral or written, between Company and Consultant. As used in this Agreement, the
term “Consulting” means consulting services under this Agreement.





	1.	 	The nature of the services provided, and the compensation for these services are set forth in
Exhibit A. In rendering such services to Company, Consultant shall act as an independent
contractor and not as an employee or agent of Company, and will not have the power or
authority to bind Company to any contract or obligation. Consultant agrees that, during the
term of its engagement by Company, Consultant will not engage in any other employment,
occupation, consulting or other business activity that conflict with Consultant’s obligations
to Company. Consultant agrees to be responsible for any taxes or withholdings applicable to
the payment of any compensation to Consultant hereunder.
	 
	2.	 	In consideration of the retention as a Consultant by Company and the compensation received by
Consultant from Company, Consultant hereby agrees as follows:






	 	(a)	 	At all times during consulting to Company and for a period of 5 years after
termination of this Agreement, Consultant will keep in confidence and trust all
Proprietary Information, and will not use or disclose any Proprietary Information or
anything related to this Agreement without the written consent of Company, except as
may be necessary in the ordinary course of performing consulting duties to Company. As
used in this Agreement, Proprietary Information means any and all information regarding
Company obtained by Consultant in the course of providing services under this Agreement
including, but not limited to, Company Inventions, trade secrets, manufacturing or
design processes, formulas, data and know-how, software programs, improvements,
inventions, techniques, marketing plans, strategies, forecasts, computer programs and
customer lists.
	 
	 	(b)	 	Consultant recognizes that Company has received and in the future will receive
from third parties their confidential or proprietary information subject to a duty on
Company’s part to maintain the confidentiality of such information and to use it only
for certain limited purposes. Consultant agrees that Consultant owes Company and such
third parties, at all times during this Agreement and thereafter, a duty to hold all
such confidential or proprietary information in the strictest confidence and not to
disclose it to any person, firm or corporation except as may be necessary in the
ordinary course of performing consulting duties to Company and consistent with
Company’s agreement with such third party, or to use it for the benefit of anyone other
than for Company or such third party (consistent with Company’s agreement with such
third party) without the prior express written authorization of Company.
	 
	 	(c)	 	Consultant acknowledges that the amounts set forth in Exhibit A represent fair
consideration for the Services, and that no part of such compensation is intended as an
inducement for you to purchase, or cause the purchase of, the Company’s products.
	 
	 	(d)	 	Consultant understands that its obligations pursuant to paragraphs (a) and (b)
above will not apply to information: (a) which at the time of disclosure is in the
public domain, (b) which Consultant can show (through written documentation) was
already in its possession at the time of disclosure or (c) which Consultant can show
was received from a third party who represented to Consultant that such third party had
a lawful right to disclose such information.




 









 













	 	(e)	 	All documents, records, apparatus, equipment, drawings and other physical
property, whether or not pertaining to Proprietary Information, furnished to Consultant
by Company
or produced by Consultant or others in connection with consulting under this
Agreement shall be and remain the sole property of Company and shall be returned to
it immediately when requested by Company or upon the termination of consulting.
Consultant will not take any such property or any reproduction of such property upon
such termination.
	 
	 	(f)	 	Consultant will promptly disclose to Company, or any persons designated by it,
all improvements, inventions, formulas, ideas, processes, techniques, know-how and
data, whether or not patentable, made or conceived or reduced to practice or learned by
Consultant, either alone or jointly with others, in connection with or which arise out
of consulting for Company (the “Company Inventions”). Consultant hereby assigns to
Company all of Consultant’s right, title, and interest in and to any and all
inventions, original works of authorship, developments, improvements or trade secrets
which Consultant may solely or jointly conceive or develop or reduce to practice,
subsequent to the effective date of this agreement, or cause to be conceived or
developed or reduced to practice, and which arise out of or relate to the services
rendered under this Agreement. All documentation and other copyrightable materials
developed or prepared by Consultant in connection with the services performed hereunder
shall be deemed to be “works made for hire” in the course of the services rendered
hereunder. To the extent that title to any items arising from the performance of
Consultant’s services hereunder may not, by operation of law, vest in Company, or such
works may not be considered “works made for hire,” all right, title and interest
therein, including, without limitation, all copyrights, are hereby irrevocably assigned
to Company. Consultant agrees to execute any assignments and other documents necessary
to perfect the rights of Company in all intellectual property assigned hereunder.






	3.	 	Consultant represents that neither rendering services as a Consultant to the Company as
described herein nor performance during the term of this Agreement will violate any agreements
or obligations Consultant may have to any other person or entity and Consultant further
represents that Consultant will not use the Proprietary Information of any other person or
entity in the course of rendering consulting services to Company nor disclose any such
information to Company.
	 
	4.	 	This Agreement is entered into as of April 1, 2010 and shall be effective for all services
performed on or after March 24, 2010.
	 
	5.	 	This Agreement may be terminated by either party upon thirty days prior written notice to the
other party.
	 
	6.	 	This Agreement shall be governed by and construed under the laws of the State of California.




This Agreement shall be binding upon Consultant, its heirs, executors, assigns and shall inure to
the benefit of Company, its successors and assigns, but Consultant’s performance hereunder is
personal and cannot be assigned. This Agreement may be amended only in writing by the parties
hereto. This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.




ACCEPTED AND AGREED TO:




	 	 	 	 	 	 	 
	CONSULTANT

	 	 	 	CARDIOGENESIS CORPORATION	 	 
	 
	 	 	 	 	 	 
	/s/ Marvin J. Slepian, M.D. 

Marvin J. Slepian, M.D.

	 	 	 	/s/ William Abbott 

William Abbott, Sr. Vice-President & CFO
	 	 
	2540 North Flower Trail
	 	 	 	 	 	 
	Tucson, AZ 85715
	 	 	 	 	 	 






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EXHIBIT A



All services rendered by Consultant must be requested and detailed in writing in advance by the
Company, and shall be in the area of medical devices as follows:





	1.	 	Consultant may be asked to provide: feedback on new product designs; review clinical
protocols, publications or research reports; write manuscripts or articles; present at
scientific symposia or educational forums; provide clinical proctoring or training; or any
other related activities for the Company. Compensation for consulting services will be $400
per hour with a maximum of $2,500 in one day.
	 
	2.	 	Cardiogenesis will provide for all business related expenses incurred during the course of
the consultant’s work for the Company such as telephone, facsimile, Fed Ex, etc. In addition,
travel related expenses incurred such as car mileage, airfare, lodging, meals, etc., will be
reimbursed to Consultant provided travel is pre-approved.
	 
	3.	 	Consultant will send invoice and receipts for expenses to the Company for services provided.
Send all invoices to:




Cardiogenesis Corporation

Attn: Accounts Payable

11 Musick

Irvine, CA 92618





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