**Exhibit10.16**

**EMPLOYMENT AND ARBITRATION AGREEMENT**

This EmploymentAgreement is entered into as of , 2006 (the “Effective Date”), by and betweenWorld Heart Inc, (“COMPANY”), and Petrus Jansen (“Employee”).

**WHEREAS**,COMPANY desires to employ Employee as of the Effective Date and Employeedesires to accept employment with COMPANY on the terms and conditions set forthbelow.

**NOW,THEREFORE**, in consideration of the foregoing recital and therespective covenants and agreements of the parties contained in this document,COMPANY and Employee agree as follows:

**Employment and Duties**.  During the Employment Period (as defined inparagraph 2 below), Employee will be performing all applicable duties customaryto his position on behalf of COMPANY. The duties of Employee shall include, but not be limited to, the position ofChief Medical Officer (CMO):

·                  Responsible foracting as the medical liaison between World Heart Corporation and the medicalcommunity.  This pertains to heartfailure cardiologists and cardiac surgeons active in the field of VentricularAssist Devices (VAD).

·                  Most seniorexecutive responsible for the overall clinical trials/research and datacollection functions.  Interacts withvarious inside/outside groups to oversee clinical trials research.

·                  Participate in FDAinteractions in support of WorldHeart’s Investigational Device Exemption (IDE)studies and active development projects.

·                  Partner with KeyOpinion Leaders to enhance therapy adoption of VADs as an alternative for endstage heart failure patients.  Attendmajor medical conventions in order to obtain information pertinent toWorldHeart’s business.

·                  Responsible forclinical training programs ensuring that WorldHeart products are used accordingto product labeling and instructions for use. Foster best demonstrated practices with VADs to improve clinicaloutcomes.

·                  Reports to the President and CEO and is amember of the Executive Management Team. Assists in the formulation of currentand long-range strategies, plans and objectives of the Corporation.

·                  Direct management of the followingdepartments/groups:  Clinical Affairs (1Director), Clinical and Technical Support (1 Director) and World Heart BV(European Operations — 2 Directors). Manage, develop and execute departmental budgets appropriate to buildcompany value.

# 1.     **Term ofEmployment**.  COMPANY agrees toemploy Employee, and Employee agrees to work for an initial term of eighteenmonths from the Effective Date. Company may terminate Employee prior to theexpiration of the term for just cause which is defined as follows: (1)Employee’s willful refusal to comply with a lawful instruction or directionfrom the President or CEO or the Board of Directors, or (2) Employee’sconviction of any offense involving an act of moral turpitude, or (3) Employee’scommission of race, sex,national origin, religion, disability, age-based or other illegaldiscrimination, or an act of sexual harassment, provided that suchdetermination is made in good faith  bythe Company, or (4) conduct that would, absent any contrary expressagreement, entitle the Company to terminate the Employee’s employment with theCompany without any notice or compensation in lieu of notice. At the end of theinitial eighteen month term described herein, Employee’s continued

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# employment with COMPANYshall have no express term and shall be “at will”, and either he or the COMPANYmay terminate his employment with or without notice or reason.

# 2.     **Place ofEmployment**.  Employee’sservices shall be performed at the COMPANY’S U.S. office and away therefrom asrequired. Employee specifically acknowledges that Employee may be required totravel in connection with the performance of his/her duties hereunder.  Relocation to California will take placewithin 3 calendar months after the effective date.

# 3.     **Wages and Other Compensation**.

## **(a)  **WAGES: For allservices to be rendered by Employee pursuant to this Agreement, COMPANY agreesto pay Employee, during the Employment Period an annual salary of $205,000.00Dollars (the “Salary”) payable bi-weekly. The Salary shall commence upon thefirst day of the calendar month after Employee has relocated to California.

## (b)   RELOCATION EXPENSES:  Inaddition to Employee’s wages, the Company shall pay Employee RelocationExpenses not to exceed $50,000, including: (a) compensation for the sale ofEmployee’s personal residence in an amount of 5% of the sales price of hiscurrent residence or 7% of the purchase price for a new residence inCalifornia, whichever amount is less. As used herein, the purchase price orsale price shall be the gross sale or purchase amount prior to any reductionfor commissions, repairs or other deductions related to the transaction; (b)Incidentals expenses; (c) reimbursement for temporary housing if needed; (d)reimbursement for moving expenses actually incurred in the movement of Employee’spersonal possessions.  Employee agrees toreimburse Company for any Relocation Expenses received if Employee elects toterminate his employment prior to the end of the eighteen month term.  Employee acknowledges that he is responsiblefor all taxes, if any, related to the foregoing Relocation Expensecompensation.

## (c)   CHANGE OF CONTROL:  It isagreed by the COMPANY that if Employee is terminated after a change of controlof the COMPANY, but prior to the expiration of the eighteen month term,Employee shall be paid for the remainder of the term as a severance payment inconnection with the termination.”Change of Control” shall mean 50% or more ofthe Voting Shares of the Company become owned beneficially by a person or groupof persons acting jointly or in concert.

(d)  SERVICE CREDIT:    Employee’s service credits shall accruefrom his original date of hire by WorldHeart Corporation in the Netherlandswhich began on February 1, 2004.

# 4.     **Proprietary Rights Agreement.**  Employee shall remain bound by his previouslyexecuted Proprietary Rights Agreement executed on December 9, 2003.

# 5.     **Representations andWarranties**.  Employeerepresents and warrants that his execution of this Agreement, his employmentwith COMPANY, and the performance of his proposed duties under this Agreementshall not violate any obligations he may have to any former employer (or otherperson or entity), including any obligations with respect to proprietary orconfidential information of any other person or entity.  Employee agrees that he will not use for thebenefit of, or disclose to,

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# Employer any confidential information belonging to anyformer employer or other entity unless he has written permission from theemployer or entity to do so (or if Employer has been granted such permission).

# 6.     **Benefits**.

A.                                   **Paid Holidays**. COMPANY will pay Employee for the following holidays: New Year’s Day,Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day afterThanksgiving, Christmas Day and Four Company paid floating days, to bescheduled annually at the discretion of the Company.

B.                                     **Paid Time Off**. Employee shall earn paid time off in the formof vacation and sick leave.  Employeeshall accrue 20 days per year to be used in accordance with the COMPANY’Swritten Vacation Policy.  Employee shallbe allotted sick leave as provided in the COMPANY’S written Sick Leave Policy.

C.                                     **Health Insurance—**asper plan documents.

D.                                    **401K—**as per plandocuments.

E.                                      **Stock Options.** Employee may elect to participate in COMPANY’sStock Option Plan as eligible, and as consistent with the terms and conditionsof the Plan.

# 7.     **Arbitration**.  Any dispute orcontroversy arising under or in connection with this Agreement shall be settledexclusively by binding arbitration in Alameda County, California, in accordancewith the rules of the American Arbitration Association then in effect by anarbitrator selected by both parties within 10 days after either party hasnotified the other in writing that it desires a dispute between them to besettled by arbitration.  In the event theparties cannot agree on such arbitrator within such 10-day period, each partyshall select an arbitrator and inform the other party in writing of sucharbitrator’s name and address within 5 days after the end of such 10-day periodand the two arbitrators so selected shall select a third arbitrator within 15days thereafter; provided, however, that in the event of a failure by eitherparty to select an arbitrator and notify the other party of such selectionwithin the time period provided above, the arbitrator selected by the otherparty shall be the sole arbitrator of the dispute.  Each party shall pay its own expensesassociated with such arbitration, including the expense of any arbitratorselected by such party and COMPANY will pay the expenses of the jointlyselected arbitrator.  The decision of thearbitrator or a majority of the panel of arbitrators shall be binding upon theparties and judgment in accordance with that decision may be entered in anycourt having jurisdiction there over. Punitive damages shall not be awarded.

# 8.     **Assignment**.  This Agreement andall rights under this Agreement shall be binding upon and inure to the benefitof and be enforceable by the parties hereto and their respective personal orlegal representatives, executors, administrators, heirs, distributees,devisees, legatees, successors and assigns. This Agreement is personal in nature, and neither of the parties to thisAgreement shall, without the

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# written consent of the other, assign or transfer thisAgreement or any right or obligation under this Agreement to any other personor entity; except that COMPANY may assign this Agreement to any of itsaffiliates or wholly-owned subsidiaries, provided, that such assignment willnot relieve COMPANY of its obligations hereunder.  If Employee should die while any amounts arestill payable to Employee hereunder, all such amounts, unless otherwiseprovided herein, shall be paid in accordance with the****termsof this Agreement to Employee’s devisee, legatee, or other designee or, ifthere be no such designee, to Employee’s estate.

# 9.     **Notices**.  For purposesof this Agreement, notices and other communications provided for in thisAgreement shall be in writing and shall be delivered personally or sent byUnited States certified mail, return receipt requested, postage prepaid,addressed as follows:

| If to Employee: |   | Arent  Janszoon Ernststraat 893                        |
|-----------------|--------|--------------------------------------------------------|
|            |   | 1081 HL  Amsterdam                                     |
|            |   | The  Netherlands                                       |
|            |   |                                                   |
| If to COMPANY:  |   | World Heart Inc.                                       |
|            |   | 7799 Pardee Lane                                       |
|            |   | Oakland, California                                    |
|            |   | 94621                                                  |
|            |   |                                                   |
|            |   | Attention: Monica Lippis, Director of Human  Resources |
|            |   | Facsimile number: 510 563-5003                         |

 

or to such other address or the attention of such otherperson as the recipient party has previously furnished to the other party inwriting in accordance with this paragraph. Such notices or other communications shall be effective upon deliveryor, if earlier, three days after they have been mailed and deposited asprovided above.

# 10.   **Integration**.  ThisAgreement represents the entire agreement and understanding between the partiesas to the subject matter hereof and supersedes all prior or contemporaneousagreements whether written or oral, including, but not limited to the NetherlandsEmployment Contract.  No waiver,alteration, or modification of any of the provisions of this Agreement shall bebinding unless in writing and signed by duly authorized representatives of theparties hereto.

# 11.   **Waiver**.  Failure ordelay on the part of either party hereto to enforce any right, power, orprivilege hereunder shall not be deemed to constitute a waiver thereof.  Additionally, a waiver by either party or abreach of any promise hereof by the other party shall not operate as or beconstrued to constitute a waiver of any subsequent waiver by such other party.

# 12.   **Severability**. Whenever possible, each provision of this Agreement will be interpretedin such manner as to be effective and valid under applicable law, but if anyprovision of this Agreement is held to be invalid, illegal or unenforceable inany respect under any applicable law or rule in any jurisdiction, suchinvalidity, illegality or unenforceability will not affect any other provisionor any

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# otherjurisdiction, but this Agreement will be reformed, construed and enforced insuch jurisdiction as if such invalid, illegal or unenforceable provision hadnever been contained herein.

# 13.   **Headings**.  The headings of the paragraphs contained inthis Agreement are for reference purposes only and shall not in any way affectthe meaning or interpretation of any provision of this Agreement.

# 14.   **Applicable Law**.  This Agreement shall be governed by andconstrued in accordance with the internal substantive laws, and not the choiceof law rules, of the State of California.

**IN WITNESS WHEREOF**, each of the parties hasexecuted this Agreement, as of the day and year first above written.
| Employee             |   | WORLD  HEART, INC.                        |
|----------------------|--------|-------------------------------------------|
|                 |   |                                      |
|                 |   |                                      |
| /s/ Petrus GM Jansen |   | /s/ Jal  S. Jassawalla                    |
|                 |   |                                      |
| Petrus GM Jansen     |   | Jal S. Jassawalla, President & C.E.O. |

 

 

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