THIS AGREEMENT ("Agreement") is made and entered into as of February 14, 1999 (the "Effective Date"), by
and between GUIDANT CORPORATION, an Indiana corporation, and its Affiliates ("Guidant"), having its
place of business at 1360 O'Brien Drive, Menlo Park, California 94025, and THORATEC LABORATORIES
CORPORATION, a California corporation ("Thoratec"), having a place of business at 6035 Stoneridge Drive,
Pleasanton, California 94588.
A. Thoratec is engaged in the business of developing the Products (as defined below), and Guidant is in the
business of developing, manufacturing and distributing medical devices; and
B. The parties desire that Guidant act as an exclusive independent distributor of the Products within the Territory
(as defined below) under the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, the parties agree
1.1 "Affiliate" means any company or entity that controls, is controlled by or is under common control with, a
party to this Agreement.
1.2 "Confidential Information" includes, but is not limited to, trade secrets, discoveries, ideas, concepts, know-
how, techniques, designs, specifications, drawings, diagrams, data, business activities and operations, customer
lists, reports, studies and other technical and business information.
1.3 "Effective Date" means the date first set forth above.
1.4 "Initial Term" means the period beginning with the Effective Date and ending four (4) years from the date of
approval for marketing and sale in the United States by the Federal Food and Drug Administration (FDA).
1.5 "Initial Territory" means worldwide other than the United States and Japan.
THE SYMBOL '[***]' IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION
1.6 "Milestone Date" means the date on which Thoratec meets all of the Milestones.