Outside Counsel Policy ( OCP )

Transcription

1 Outside Counsel Policy ( OCP ) 1

2 Table of Contents 1. PURPOSE AND SCOPE PROFESSIONAL RESPONSIBILITY RULES AND CHOICE OF LAW ETHICAL CONDUCT RETENTION OF OUTSIDE COUNSEL & DIRECTION OF LEGAL SERVICES CONFLICTS OF INTEREST STAFFING, BILLING, FORECASTING and ACCRUALS... 6 a. Staffing...6 b. Billing...7 c. Estimates, Forecasts, Adjustments and Accruals...9 d. Early Case Assessment (ECA)...10 e. Bonds, Letters of Credit, & Insurance...10 f. Legal Diversity Statement...10 g. ProBono/Community Service SARBANES OXLEY ACT REQUIREMENTS NONCOMPLIANCE MISCELLANEOUS a. Document Retention...12 b. Media...12 c. Marketing...12 Appendix A Engagement\Retainer Letter Appendix B- Accrual Calendars, Forecast and Accrual Forms Appendix C-Travel Policy a. Introduction...19 b. Trip Planning...19 c. Travel Authorization...19 d. Travel Arrangements...19 e. Logical Fare (LLF)...19 f. Class of Service...19 g. Air Travel Restrictions...19 h. Upgrades and Incidentals...20 i. Insurance...20 j. Lost Luggage...20 k. Helicopter Travel

3 l. Car Rental...20 m. Ground Transportation...21 n. Meals...22 Appendix D-Conflict Waiver Request Appendix E International Retainer Letter Appendix F-Approved Third-Party Vendors Appendix G-Medtronic Competitors by Division Appendix H-Electronic Invoice Submission Guidelines

4 1. PURPOSE AND SCOPE As the global leader in medical technology, Medtronic expects world-class legal services from its legal partners. Legal services must be cost-effective and compliant with legal and ethical requirements governing lawyer professional responsibility, and strategically aligned with Medtronic s business objectives and mission of alleviating pain, restoring health and extending life for millions of people around the world. This policy applies to outside counsel representing or advising Medtronic, Inc., including any Medtronic business unit, functional area, employee in their official capacity, board or board member in their official capacity, subsidiary, or other Medtronic-owned entity (collectively Medtronic ). Medtronic retains outside legal counsel pursuant to this Outside Counsel Policy, not pursuant to any law firm s retainer agreement. This Policy should, of course, be interpreted so as to be consistent with the laws and bar association (or equivalent) professional rules applicable to the practice of law. Exceptions to this policy may be granted only by the Medtronic Board of Directors ( Board ) or its Lead Independent Director, Chair of the Board of Directors, General Counsel, or their authorized designees. Outside counsel seeking an exception to any provision of this policy should consult with the in-house Medtronic attorney they are working with, who, in turn, will seek appropriate internal consideration for any requested exception. 2. PROFESSIONAL RESPONSIBILITY RULES AND CHOICE OF LAW Outside counsel representing Medtronic agree to adhere to the Minnesota Rules of Professional Conduct or to the rules governing attorney conduct in the jurisdiction where the litigation for which counsel has been retained is venued, whichever rules place greater restrictions on counsel s conduct, on matters related to attorney/client conflict of interest, privilege and confidentiality, waivers, and client rights following termination of an attorney/client relationship (including, but not limited to, rights relating to return of client files). In the event of a dispute between Medtronic and outside counsel arising out of representation of Medtronic, outside counsel consent to the jurisdiction of Minnesota State or federal courts for resolution of any dispute. Except as otherwise stated herein or in the case of counsel outside the United States, as stated in Medtronic s International retainer letter (Appendix E), outside counsel further agree that such disputes will be governed by Minnesota law, without regard to any conflict of law principles, treaties, rules, statutes, decisions or issues. 3. ETHICAL CONDUCT Medtronic conducts its business in accordance with the highest ethical standards and expects the same of its Outside Counsel. Medtronic expects its Outside Counsel to advise the company of all responsibilities under applicable laws and regulations and of any legal risks of a proposed course of action. If Outside Counsel believes that a Medtronic employee (including Legal Department personnel) has or will engage in illegal or unethical activity, the most senior Outside Counsel responsible for the matter through which such activity is discovered must immediately and confidentially contact Medtronic s General Counsel or 4

5 Deputy General Counsel for Litigation and Investigations, as appropriate. No Medtronic employee has the authority to instruct Outside Counsel to act in an unethical manner in connection with any Medtronic matter. 4. RETENTION OF OUTSIDE COUNSEL & DIRECTION OF LEGAL SERVICES Only the General Counsel or his/her designees may hire outside counsel to represent or advise Medtronic. The Board, its Lead Independent Director or Chair of the Board may hire outside counsel to represent or advise the Board or a member or Committee thereof. Most engagements are reviewed by the General Counsel for suitability for the matter. Upon retention for each new matter, outside counsel must acknowledge in writing receipt of this Outside Counsel Policy and counsel s agreement to abide by its terms. In most matters, Medtronic will send an engagement letter (see Appendix A or Appendix E) to define the scope of representation and memorialize any matter-specific fee arrangements. Outside counsel may, as directed or permitted by in-house Medtronic legal counsel, have direct communication and interaction with non-legal Medtronic employees; however, outside legal counsel may only take direction from in-house Medtronic legal counsel (or, where retained by the Board, from the Board or its designee), as to the course, scope, strategy and tactics associated with representation of Medtronic. Medtronic, as a corporation, is the client of its in-house and outside legal counsel, except where stated otherwise in writing (e.g., in the representation of an individual). Medtronic in-house legal counsel and the Medtronic Board of Directors have sole authority to decide how to manage, maintain and whether to waive any privilege or protection owned solely by the corporation (e.g., attorney-client, attorney work product, self-critical analysis ). In instances where a privilege may be jointly owned by Medtronic and another person or entity (e.g., in connection with joint defense agreements), Medtronic must consent, in writing, to waiver of any such privilege. 5. CONFLICTS OF INTEREST For purposes of this Outside Counsel Policy, Conflict of Interest" or "conflict" means a situation in which outside counsel (as an individual or law firm): (1) has a personal, business, or financial interest or other relationship that would cause a reasonable individual with knowledge of the relevant facts to question their integrity or impartiality; (2) was or is counsel to a party adverse to Medtronic in a business transaction, lawsuit, arbitration, claim or other dispute; or, (3) engages in an activity that would cause Medtronic to question the judgment or impartiality of a lawyer or law firm representing or advising Medtronic; (4) or is at risk of disclosing confidential Medtronic information to a lawyer representing a Medtronic competitor (Appendix G) albeit inadvertently. Such a situation can arise, for example, when a lawyer or law firm represents both Medtronic and a Medtronic competitor. 5

6 Outside counsel is required to advise Medtronic immediately of any actual or potential representation which may be or may become adverse to the interests of Medtronic or of any situation that otherwise may involve a Conflict of Interest, including issue Conflicts (such as where a firm asserts a legal position adverse to the interests of Medtronic on behalf of another client in another case) and representation of Medtronic competitors. Questions about whether another client competes with Medtronic should be addressed to in-house counsel. Medtronic expects loyalty from its outside counsel and may regard as an actual or potential conflict of interest the representation of another party, which may have differing interests, whether such interests be conflicting, inconsistent, diverse or otherwise discordant. The foregoing description of Conflict of Interest may be broader than any otherwise applicable definition under outside counsel s local bar rules or canons of ethics. Any such circumstance should be explained in writing addressed to the VP of Risk Management or his/her rs mvprm@medtronic.com using the Medtronic disclosure and waiver request form (Appendix D). Upon receipt of the completed form, the waiver request will be submitted to the Medtronic Legal Conflict Committee. Outside counsel will be advised promptly whether the requested waiver is granted, and the conditions thereto, or declined, in which case Medtronic will not consent to waive any such actual or potential Conflict. Each conflict must be separately disclosed. Each waiver will be determined on a case-by-case basis. Any consent so granted shall be on the condition that such consent will be reconsidered in the event that the interests of outside counsel s client and of Medtronic change materially. Medtronic Competitors means any individual or entity that competes with Medtronic. Questions concerning whether a particular individual or entity is a Medtronic competitor should be directed to Medtronic s in-house legal counsel. 6. STAFFING, BILLING, FORECASTING and ACCRUALS Counsel must comply with Medtronic s applicable billing and forecasting procedures. Legal fees and associated expenses charged to Medtronic must be appropriate, reasonable and reflect fair value for the services rendered. Invoices should be submitted on a monthly basis for work performed and expenses incurred the previous month. Invoices submitted for work conducted more than two months prior to the submission of a bill will be disallowed by our e-billing system. a. Staffing Matters should be appropriately staffed. Matters should not be over-staffed or understaffed. Senior lawyers, junior lawyers, paralegals and legal assistants should be assigned matters appropriate for their position. Lawyers should not perform, for example, paralegal work and charge Medtronic at lawyer rates for such work. Senior lawyers should not perform work such as detailed legal research, basic contract drafting, unless agreed to by Medtronic. 6 Medtronic views support staff as part of law firm overhead. Absent unusual circumstances, Medtronic will not pay for timekeepers other than attorneys and

7 paralegals. If there is a documented need for an added timekeeper, it must be preapproved in writing by the Medtronic in-house counsel supervising the matter. Multiple professionals should not attend meetings or events, unless agreed to in advance by Medtronic. Such events include deposition preparation sessions, depositions, negotiations, mediations, hearings or other court appearances. Likewise, only necessary outside counsel should participate in phone calls or meetings with the Medtronic internal team handling a matter. Experts, consultants, vendors and other non-firm personnel must not be retained without advance permission from Medtronic. Medtronic does not pay for replacement attorney or paralegal learning time. Medtronic has internal resources and/or preferred vendors to provide products or services to assist in such matters as photocopying, e-discovery, medical record processing, translations, computer forensics, document review and analysis, and graphic and demonstrative presentations. Outside counsel should inquire whether Medtronic has a preferred vendor before engaging one or utilizing firm resources. b. Billing Medtronic maintains an e-billing system - Datacert s Passport Matter Management System ( Passport ) (Appendix H) - a web-based application which facilitates the approval and payment of electronic invoices between law firms and the Medtronic corporate legal and finance functions. (Except for outside counsel outside of the United States; those billing arrangements are governed by the engagement letter under Appendix E.) The Passport system significantly improves bill processing and payment timing, and allows Medtronic to validate invoices against outside counsel guidelines. Law firms must submit all invoices through Passport, and therefore must engage with Datacert to submit bills to Medtronic through Passport. Fees for using Datacert are the responsibility of the law firm. Medtronic will not pay nor reimburse Datacert law firm fees. Medtronic will soon require that all forecast submissions be entered and updated in the e-billing system. Medtronic may require detailed work plans, detailed forecast estimates and accruals, and other requirements in certain matters at any time throughout the life of the matter. Medtronic welcomes proposals from outside counsel for alternative billing arrangements, such as fixed rates, blended rates and discounts for certain work. 7 All legal vendors must submit invoices using our e-billing system and must not charge Medtronic for use of that system. Medtronic requires each fee and expense line item have a UTBMS task code assigned. Missing task and expense codes will cause the line item (or file) to fail and the entire invoice will be rejected. Agreed-upon rates should encompass all overhead and internal charges and administrative costs associated with a

8 firm s practice, including printing, scanning, cellular/pda usage charges, routine secretarial or clerical work, including telephone charges, routine/small copying, mail room and fax labor charges, computer charges, and overtime services, including any travel expenses for personnel working OT. Large or complex scanning and photocopying jobs must be referred to Medtronic s preferred outside vendor. Medtronic uses the UTBMS codes for expenses. Absent preapproval, Medtronic will not pay for the following expenses. Word Processing Facsimile Telephone (long distance, mobile, conference) Online research E103 E104 E105 E106 Medtronic will pay for the following expenses when billed at cost with no mark-up or override. Delivery Services/Messengers Postage Local Travel (cars, parking, taxis) (provide detail and subject to limits) Out-of-Town Travel (hotels, planes & trains)(provide detail and subject to limits) Meals (provide detail and subject to limits) Court Fees Subpoena Fees Witness Fees Deposition Transcripts Trial Transcripts Trial & Hearing Exhibits Litigation-Support Vendors (Prior Approval & Detail) Experts Private Investigators Arbitrators & Mediators Local Counsel Other Professionals (Prior Approval & Detail) E107 E108 E109 E110 E111 E112 E113 E114 E115 E116 E117 E118 E119 E120 E121 E122 E123 8 Professional services should be billed in increments of 0.10 hour

9 All EDRM (Electronic Discovery Reference Model) issues must be communicated and processed through the internal Medtronic ediscovery team. This includes but is not limited to: search term definition, early data assessment, preservation, collection, processing, review and analysis. Outside counsel is required to work with the Medtronic ediscovery team prior to making any commitments to timelines and/or filtering requirements. Counsel may not increase the hourly rates charged for services rendered during the life of a matter (pendency of the specific engagement). Exceptions to these procedures require written preapproval by Medtronic. Charges by outside vendors must be supported by copies of invoices. The invoices need not be submitted when a firm is submitting invoices electronically. However, the firm should retain a copy to be provided if Medtronic requests. A firm should advance costs that do not exceed $2,500. Any expenses that exceed $2,500 may be forwarded directly to Medtronic for payment once they are reviewed and recommended for payment by counsel who manage the goods or services provided by the vendor. Outside counsel must consult with the Medtronic lawyer with whom they are working on a matter for advance approval of any significant expense or before undertaking any significant activity. Outside counsel traveling on behalf of Medtronic must comply with the Medtronic Travel Policy (See Appendix C, provided herewith). Among other things, outside counsel should charge only for coach class travel, stays at hotels of the same class permitted for Medtronic in-house counsel, and strictly minimize meal expenses. Any travel must be approved by the Medtronic lawyer assigned to each matter. When possible, utilize videoconferencing instead of travel. Medtronic does not permit charges for time spent in travel except for time when counsel is actually performing Medtronic legal work. c. Estimates, Forecasts, Adjustments and Accruals Prior to or soon after engagement on a matter (within 30 days), outside counsel must provide Medtronic with a written estimate of the fees and expenses reasonably anticipated for the life of the matter. Where possible, such estimates should also indicate the Medtronic fiscal month, quarter and fiscal year in which the fees and expenses are anticipated to be incurred. Changes anticipated to any forecast estimate should be promptly communicated in writing to allow Medtronic to make appropriate adjustments to its internal financial forecasts. Medtronic performs monthly accrual reporting for each major matter (as defined by the assigned MDT lawyer) with respect to outside attorneys fees and expenses and requires counsel and vendors to submit the following: 9

10 AS TO EACH FILE OR MATTER, IT IS IMPERATIVE THAT AT LEAST SEVEN DAYS PRIOR TO THE CLOSE OF EACH MEDTRONIC FISCAL MONTH OR QUARTER, (APPENDIX B) OUTSIDE COUNSEL REPORT THE FOLLOWING INFORMATION TO THE MEDTRONIC IN-HOUSE ATTORNEY WITH WHOM THEY ARE WORKING: 1. The name of the file or matter; 2. Total fees and expenses billed and unpaid to date, including invoice number and amount; 3. Total fees and expenses accrued and unbilled to date, including an estimate for fees and expenses to be billed through the last Friday of the month. Expense estimates shall be all-inclusive, to include, experts, consultants, third-party vendors. 4. Forecasts must be updated by Outside Counsel and sent to the Medtronic lawyer for review and approval. Questions regarding this section should be directed to the Medtronic in-house attorney responsible for the matter or to Medtronic Legal Operations. d. Early Case Assessment (ECA) Outside Counsel agrees to work through an early case assessment process in both matter and ediscovery strategies (Early Data Assessment or EDA). Discussions should be directed to Medtronic s in-house legal counsel. e. Bonds, Letters of Credit, & Insurance Outside counsel in need of any bond, letter of credit or certification or proof of insurance should consult with the in-house Medtronic counsel with whom they are working on the matter. As to bonds related to appellate matters, outside counsel may consult with the Vice President, Litigation. Requests for letters of credit or for certificates of insurance or proof of insurance may be directed to the Vice President, Risk Management. f. Legal Diversity Statement Medtronic is dedicated to retaining the best lawyers by assuring that we have diverse talent and legal representation that reflects the diversity of our employees, customers and communities where we do business. To that end, we have made a Member Commitment to A Call to Action for Sustainable Change in Diversity in the Legal Profession and have affirmed our commitment to the mission of the Leadership Council on Legal Diversity to bring together the leadership of companies and law firms to use all of the means at our disposal to realize a truly diverse profession. We welcome and value diversity in legal teams that represent us. 10

11 g. ProBono/Community Service Medtronic encourages the members of its Legal Department to participate in their community through the provision of pro bono services. Medtronic invites creative partnership by its MP3 network firms to support, develop and co-lead pro bono projects with members of the Medtronic Legal Department. 7. SARBANES OXLEY ACT REQUIREMENTS Where applicable, outside legal counsel must comply with section 307 of the Sarbanes-Oxley Act of 2002 ( SOX ), and U.S. Securities and Exchange Commission Rules promulgated in 17 C.F.R. 205 et seq. regarding attorney professional conduct and reporting. Any required reporting in connection with that statute or Commission Rules may be made to the Medtronic General Counsel or Medtronic Audit Committee NONCOMPLIANCE Failure to comply with this policy may result in: Denial of a request to represent Medtronic Denial of a waiver request Termination of legal services Disallowance in whole or in part of fees for services rendered (including for failure to comply with the billing requirements provided herein) Other action, including referral to the appropriate attorney licensing authority. In the event legal services are terminated, outside counsel representing Medtronic must continue to maintain as confidential all Medtronic confidential and proprietary information, immediately return to Medtronic all files (including all documents and things governed by any privilege, including attorney work product), and otherwise cooperate fully in the orderly transfer of matters as directed by Medtronic in-house legal counsel

12 9. MISCELLANEOUS a. Document Retention Medtronic corporate policy requires that files on legal matters, such as the records of a particular litigation, be kept for 10 years. Outside counsel s own document retention schedule should equal Medtronic s. b. Media Outside counsel representing Medtronic may not make any public or media statement about a current or former matter absent approval by Medtronic s General Counsel or Medtronic s Board or its designee, except as to communications made to third-party individuals (e.g., opposing counsel), tribunals, agencies, etc. in the normal course of representation and for purposes of representation of Medtronic. Any media inquiries should be immediately directed to Medtronic s General Counsel. c. Marketing Outside counsel must receive approval of Medtronic s General Counsel or designee if they wish to disclose or advertise their representation of Medtronic in law firm marketing materials, including on a firm website in connection with statements regarding representative clients of the firm. //// 12

13 Appendix A Engagement\Retainer Letter [Date] RE: Dear: Thank you for agreeing to represent the interests of Medtronic, Inc., in the above-referenced matter. This letter is the formal retainer agreement between you, your firm, and Medtronic in connection with this matter. Our engagement is governed by Medtronic s Outside-Legal-Counsel Policy ( OC Policy ) including its subparts: Outside Counsel Policy; Medtronic Outside Counsel Travel Policy; No Conflict Acknowledgement Form; and Conflict Waiver Request Form. These documents are available at All members of your firm who work on, or may work on, Medtronic matters should become familiar with the OC Policy, including members of your accounting, billing, and conflict-checking groups. If, after review of the OC Policy, you have any questions, please contact me directly to discuss. Otherwise, please sign the retainer-agreement acknowledgment below and return the signed copy to my administrative assistant at the or fax number noted near my signature block. Coordination, Contacts, and Communication I am your principal contact at Medtronic on this matter. Please keep me timely informed of all notable developments. In the event you are unable to reach me with questions or concerns on the case, please contact my administrative assistant. My activities sometimes take me away from my office; feel free to send me an message if you are unable to reach me by phone. I typically have access to a computer and check s regularly. For the same reason, please do not send me a document by mail or facsimile transmission without an accompanying notification of your transmission. For record-keeping reasons, please provide my administrative assistant with electronic copies of all correspondence, briefs, important dates, and deadline information. It is preferred that drafts of documents and other information or materials on which you would like comment be provided electronically. Drafts should be ed to me. Final pleadings or other work product, however, should be ed in PDF format to me and my administrative assistant for recording in one or more of Medtronic s databases. Cost Management Medtronic expects you to keep at least a six-quarter rolling forecast of fees and expenses for the matter, though a life-of-matter forecast is preferred. Medtronic asks that you give it as much advance notice as is practicable for any change to the forecasted fees or expenses. 13

14 We have agreed that the following attorneys and paralegals will work on this matter at the following hourly rates: Attorney Rate ($/hr) Paralegal Rate ($/hr) Medtronic understands that in certain circumstances attorneys and paralegals may need to be replaced on Medtronic matters. Any required substitution must occur at no cost to Medtronic for the new timekeepers to come up to speed on the matter. Please note that in accordance with the OC Policy Medtronic will not pay for other timekeepers unless agreed to in writing before any such work commences. Further in accordance with the OC Policy, the rates agreed to for this matter cannot increase without the prior written approval of Medtronic. The following aspects of the matter are subject to a fixed fee or cost cap, as so indicated below. Description Task Code Activity Code $ per Fixed Fee/ Cap The flat fees and caps detailed above do not include reimbursable expenses as detailed in the OC Policy. Medtronic does expect that expenses will be accurately projected and included in forecasts and responses to any accrual request. Should there occur a major change in the nature of the matter, Medtronic will discuss an appropriate revision to the flat fee or cost cap. Absent a forewarning and agreement to revise, however, you agree that the fixed fee and cost cap numbers are firm. Medtronic greatly values you and your firm s services and expertise. I look forward to working with you on this matter. 14

15 MEDTRONIC OUTSIDE COUNSEL ACKNOWLEDGMENT The law firm noted herein acknowledges receipt of, access to, and agreement with the terms of Medtronic s Outside-Legal-Counsel Policy including its subparts in connection with that firm s representation of Medtronic regarding the re line of this retainer agreement. Pursuant to the Medtronic Outside Counsel Policy, the so-noted law firm certifies that, upon reasonable inquiry, it 1. has no prior or current actual or potential conflict of interest in representing Medtronic; 2. has an effective internal process for receiving, reviewing, tracking and managing potential conflicts which may arise in connection with our representation of clients; 3. has placed the representative list of Medtronic Competitors and representative list of Medtronic Companies into its conflict checking system; and, 4. has no undisclosed prior or current actual or potential conflict of interest in representing Medtronic. Signed on behalf of [Name of Firm]: Date: [Name of Responsible Partner] Sincerely, [Name of Medtronic Attorney] [Title] [Address] [ ] [Work phone] [Mobile phone] [Name of Administrative Assistant] [ ] [Fax] 15

16 Appendix B Accrual Calendars, Forecast and Accrual Forms 16

17 17

18 18

19 Appendix C Travel Policy a. Introduction Consistent with the Travel Policy for Medtronic employees, this policy provides guidelines and procedures for outside counsel traveling on behalf of Medtronic. An attorney traveling on behalf of Medtronic is expected to exercise the same care in incurring expenses as a prudent person traveling for personal reasons. Failure to comply with this policy may result in the delay or withholding of reimbursement. Direct any questions regarding this policy to the Medtronic in-house attorney with whom you are working. b. Trip Planning When to Travel The decision to travel must be based solely on the need to fulfill the business objectives of the company when a more economical alternative to travel does not exist. c. Travel Authorization Outside counsel must consult with the in-house Medtronic attorney for pre-travel authorization. No particular form of pre-authorization is required; verbal approval is acceptable. d. Travel Arrangements Outside counsel should make their own travel arrangements. Outside counsel should inquire as to whether Medtronic may have a preferred vendor rate at hotels in the travel destination. Travel reservations should be made as far in advance as possible to minimize cost. e. Logical Fare (LLF) All air travel must be booked at the lowest logical fare routing. f. Class of Service Coach class must be used for travel in and among the U.S., Canada, Mexico, Puerto Rico, or the Caribbean. g. Air Travel Restrictions Use of private aircraft or non-approved charter aircraft is not allowed. 19

20 h. Upgrades and Incidentals Class of Service upgrades, at the expense of the company, is not permitted. Individuals choosing to upgrade do so at their own expense. Incidental travel charges such as in-flight internet access or checked bag fees are not reimbursable unless specifically approved by Medtronic. If staying over a Saturday night will result in a lower fare than the LLF quoted by the travel agency, the company will reimburse the additional hotel night stay, meals and other related expenses up to the amount of 1/2 the savings realized from the discounted airfare. This is an option that can be voluntarily chosen and is not a LLF requirement. The expenses attached to the Saturday night stay must be incurred in the same city where the Medtronic business was conducted. The accumulation of "points" by participating in airline promotions is for the traveler s personal benefit. i. Insurance Personal insurance is not reimbursable. Outside counsel traveling on behalf of Medtronic should provide their own travel and/or personal injury related insurance. j. Lost Luggage Lost luggage is not the responsibility of Medtronic. k. Helicopter Travel Helicopter travel is not permitted for point-to-point travel. Helicopter transfers between airports for domestic to international connections (generally in New York and Los Angeles) are permitted if provided free of charge by the airline from which air transportation is purchased. l. Car Rental Preferred Vendors A car may be rented, if necessary, in connection with travel on behalf of Medtronic. Outside counsel should consult with the Medtronic in-house attorney they are working with to identify Medtronic-preferred rental company vendors (currently National Car Rental and Avis Car Rental). Insurance 20

21 Medtronic s rates through its preferred suppliers include liability insurance coverage. All supplemental insurance on domestic rentals should be declined. If extra insurance is elected, it is not a reimbursable expense. Travelers are asked to accept the insurance coverage on international rentals only if the rental is with a non-preferred supplier. Collision Damage Waiver (CDW) insurance is a reimbursable expense on international rentals not covered under a Preferred Supplier agreement. In many European countries there is an Excess Damage charge (deductible) that the traveler will be charged regardless of coverage provided by our negotiated rate. Rental car agencies in Europe will often offer additional insurances such as PAI and Excess Damage. PAI is considered additional personal insurance and is not reimbursed by Medtronic. "Excess Damage" is a maximum liability that still exists above and beyond the insurance coverage provided in the Medtronic rate should the vehicle become involved in an accident. Excess damage is a non-waivable deductible for which the traveler is responsible, regardless of the purchase of CDW. This liability can be "bought down" for an additional rate offered by the car rental agency in the specific country in question. Medtronic's travelers should not purchase any insurance over and above that which you will receive simply by renting the car under the Medtronic National Rental Car program agreement. In other words DO NOT "buy down" the excess damage liability insurance under any circumstance. Size of Car When it is necessary to rent a car, use the smallest size vehicle appropriate to accomplish your business purpose. As a general guide, when traveling alone, a compact or an intermediate size car should be rented. When two or more are traveling together, an intermediate or full size car may be rented. Refueling Due to the surcharge added for refueling by the rental car company, travelers are requested to refill the tank before returning the car. Incidental Expenses Medtronic reimburses for parking and tolls. All tickets or fines associated with parking, and traffic violations are the responsibility of the individual and will not be reimbursed. m. Ground Transportation Taxicab fares are reimbursable while on company business. 21

22 n. Meals Medtronic will provide reimbursement for bona fide, reasonable business-related meal expenses, accompanied by an original itemized receipt. Tips included on receipts will be reimbursed. As a general rule, tips should not exceed 15% of the total cost. 22

23 Appendix D Conflict Waiver Request CONFLICT WAIVER REQUEST Date: Completed by: TO: Vice President, Risk Management Medtronic, Inc. 710 Medtronic Parkway Minneapolis MN (Or by to: rs mvprm@medtronic.com) Section A: REQUESTING LAW FIRM COMPLETE The following information is provided in support of a request for waiver from the conflict provisions of the Medtronic Policy for Outside Legal Counsel Regarding Conflicts of Interest. 1. Name of attorney requesting waiver: Name of law firm: Address: Phone: 2. Date by which a waiver decision is requested : 3. Describe the conflict you believe exists: 4. Describe the work that was, and/or currently is being, performed for Medtronic: 5. Names of attorneys of the firm involved in the prior and/or current matter: 6. Have you obtained a waiver from the other party as to this issue? If not, please explain: 7. Have you previously asked any Medtronic employee for a waiver in regard to this matter? If yes, please explain: 8. Are you seeking any limitations as to the waiver request? (e.g., that the waiver will apply only to a particular matter or to particular individuals within the firm requesting the waiver) If so, please explain: 9. Please provide any other relevant information which would allow informed consent in assessing whether to grant a waiver. In the event a decision has not been made by the requested date, requesting firm should not presume that a waiver has been, or will be, granted. 23

24 Appendix E International Retainer Letter [Date] RE: Representation of Medtronic and its Affiliates Dear: In working with your firm and other outside counsel, Medtronic s objective is to obtain superior legal services in the most cost-effective manner. In this context, we would like to introduce you to the Medtronic Outside Counsel Policy ( OCP ), as attached, which from now on will govern the relations with our outside counsels worldwide, including yourselves. Please take some time to familiarize yourself with it and consult your contact in-house lawyer at Medtronic in case of any questions. Clearly, such a worldwide Policy cannot accommodate certain local differences. Please be informed that, by way of exception, the following paragraphs are not applicable to our relationship with you: 1. Professional Responsibility Rules and Choice of Law- The relevant Professional Responsibility rules are those applicable in the jurisdiction under which you are providing the relevant services to us. Similarly, the governing law applicable to our relationship will be the relevant national law. 2. Conflicts of Interest and Medtronic Competitors For the relevant list of Medtronic Competitors, please use attached list. In case of any changes, we will send you an update to be used going forward. With respect to the required disclosures, we will respect any local confidentiality rules that are applicable and may prevent you from disclosing clients names. In such cases, please consult your relevant Medtronic in-house lawyer. 3. Sarbanes Oxley- To avoid any misunderstanding, these rules are only applicable in the case you are providing advice under the laws of the USA. Finally, we would like to stress the critical importance we attach to the observance of the following billing requirements. Statements not in compliance with these requirements cannot be processed for payment and delays will inevitably result. 24

25 Billing. Unless otherwise agreed: - billing statements and invoices must be submitted monthly within 30 days after the end of the each month covered in the format required by the company in accordance with the hourly rates appended to this letter or as may be otherwise agreed from time to time; and - each statement should be addressed and sent to a designated Medtronic entity with a given Purchase Order Number in accordance to Medtronic s procurement policy for review and approval by the relevant in-house counsel (payment will be made to your firm upon our instruction). Each statement must include, for each separate matter involved, (1) a detailed statement of the services rendered on that matter during the month, (2) the name of the Medtronic contact person, and (3) a chart identifying each attorney or paralegal who worked on the matter, their respective hourly rate, and the total number of hours billed (you must maintain a computerized or equivalent daily record of the time and nature of the services provided by each individual which you will provide to designated counsel upon request). The statement should also itemize disbursements by type and amount (for each matter if possible). We will use all reasonable efforts to ensure that invoices meeting these criteria are promptly paid. We also expect that your firm will maintain back-up documentation for all expenses for our review as we may request. In this regard, Medtronic reserves the right to audit any billing statement or invoice at any time. Please be advised that we are moving toward electronic bill submission and will let you know when we have that system in place. Please review this letter carefully and let your contact in-house lawyer at Medtronic know immediately if you have any questions. We expect your adherence to these terms and appreciate your working with us to achieve our objective of providing Medtronic with superior legal services in the most cost-effective manner. Yours sincerely, Legal VP of Region (insert lawyer s name) Medtronic International AGREED AND ACCEPTED: By: Date: 25

26 For International Use Only List of Principal Medical Device Companies in Europe Whose Representation Should be Disclosed to Us by Your Firm. Abbott Laboratories Biomet Biotronik Boston Scientific Cook Roche Edwards Lifesciences WL Gore J&J Smith & Nephew Sorin Biomedica/ELA Medical St. Jude Medical Stryker Synthes Zimmer 26

27 Appendix F Approved Third Party Vendors MEDICAL RECORD COLLECTION/REVIEW AND ANALYSIS Medical Research Consultants MRC Gretchen Watson GWatson@mrchouston.com National Account Representative (direct) (fax) COURT REPORTING TSG Reporting, Inc. Michael Rixon, CEO MRixon@tsgreporting.com Todd Dannhauser Director of Global Business Development (Phone) tdannhauser@tsgreporting.com LEGAL DOCUMENT SERVICES (Copies, imaging, coding, digital) RICOH USA, Inc. - EDISCOVERY** **Medtronic has preferred providers for ediscovery work. Please contact your Medtronic ediscovery representative for all ediscovery services. 27

28 Appendix G Medtronic Competitors by Division Confidential and Proprietary Rev.5/2013 Medtronic Competitors by Division CardioVascular Abbott Bard Biosensors International Boston Scientific/Guidant Cook Cordis/Johnson & Johnson Covidien Edwards Endologix Estech EV3 Fox Hollow Gish BioMedical Gore Sorin St. Jude Terumo Vascular Solution Volcano Cardiac Rhythm Disease Management (CRDM) Atricure Bard Biosense Webster of Johnson and Johnson Biotronic Corporation Boston Scientific, Inc. Cameron Health CryCor (now part of BSX) ELA Medical EP Med Systems Johnson & Johnson Companies Sorin/ELA Medical St. Jude Medical Transoma Diabetes Abbott Diabetes Dexcom Diesatronic, a division of Roche Johnson & Johnson - only Animas and Lifescan Omnipod or Insulet Corp Smith's Medical Surgical Technologies Acclarent Aesculap Anspack ArthroCare BrainLab Codman General Electric Gore Gyrus Integra Lorenz Philips Praxim Radionix Siemens Stryker Synovis Synthes Toshiba Neuro Autonomic Technologies Boston Scientific Neuromodulation (BXI) Codman (Johnson & Johnson) Neuropace Nevro Corp Sapiens Steering Brain Stimulation Sorin Group St. Jude Neuromodulation 28

29 Confidential and Proprietary Rev.5/2013 Spinal AAP IMPLANTE ABBOTT LABORATORIES ACCESS CARDIOSYSTEMS ACCIN CORPORATION ACME SPINE ADAPTIVE SPECIALITY ADVANCED BIONICS CORPORATION ADVANCED CARDIOVASCULAR SYSTEMS (part of Guidant) ADVANCED MEDICAL TECHNOLOGIES ADVANCED NEUROMODULATION SYSTEMS, INC. (ANSI) AESCULAP AFX, INC. (part of Guidant) ALCON LABORATORIES, INC. ALLEZ SPINE ALLOSOURCE ALPHASPINE ALPHATEC SPINE ALPHATEC SPINE / SCIENT X ALZA CORPORATION (subsidiary of Johnson & Johnson) AMEDICA / US SPINE AMEDICA SPINE AMENDIA ANATOMICA ANIMAS CORP. ANULEX AOI MEDICAL APATECH APOLLO SPINE APPLIED SPINE TECHNOLOGIES ARCHIMED ARCHUS ORTHOPEDICS ARTEMA MEDICAL AB ARTHRO KINETICS ARTHROCARE A-SPINE USA ATLAS SPINE ATS MEDICAL, INC. AXIAL BIOTECH AXIOMED BACTERIN BAXANO BAXTER INTERNATIONAL, INC. BENVENUE MEDICAL BERKELEY ADVANCED BIOMATERIALS BIOCOMPATIBLES LIMITED BIOCOMPOSITES BIOCURE BIOE BIOMEDICAL ENTERPRISES, INC 29 BIOMEDICAL TISSUE SERVICES BIOMET BIOMET SPINE BIOMIMETIC THERAPEUTICS BIORTHEX BIOSPINE (KOREA) BIOSURFACE ENGINEERING TECHNOLOGIES (BIOSET) BIOTECHNI SA (FRANCE) BIOTEK ORTHO (INDIA) BIOTRONIK GmbH & CO. BK MEDITECH (KOREA) BONE BIOLOGICS BONESUPPORT AB BOSTON SCIENTIFIC CORP. BPL BRUKER MEDICAL CALCITEC CALVARY SPINE CARBOMEDICS (Sorin Group) CARDIAC PACEMAKERS, INC. CARDIAC SCIENCE, INC. CARDINAL HEALTH CARDO MEDICAL CENTINEL SPINE CENTINEL SPINE (RAYMEDICA) CERAPEDICS CERAVER CERVITECH CHOICE SPINE CITAGENIX CLEARANT CO.DON COBE CARDIOVASCULAR (Sorin Group) CO-LIGNE AG COLLAGEN MATRIX COLLPLANT COLUMNA PTY CONOR MEDICAL SYSTEMS COOK INCORPORATED CORDIS, a Johnson & Johnson Company CORELINK CORIN CORPULS NEDERLAND BV COUSIN BIOTECH CREASPINE SAS CRYOCATH TECHNOLOGIES, INC. CRYOLIFE CRYOLIFE, INC. CURATIVE BIOSCIENCES CUSTOM SPINE CYTOMEDIX, INC.

30 Confidential and Proprietary Rev.5/ DEPUY SPINE DEPUY SPINE (JOHNSON & JOHNSON) DEXCOM, INC. DFINE DIDECO (Sorin Group) DISC DYNAMICS DISC MOTION TECHNOLOGIES DISCOMEDIX DISETRONIC DJO SURGICAL DOCTORS RESEARCH GROUP DOXA DYNAMIC SPINE EDEN SPINE EDWARDS LIFESCIENCES CORPORATION ELA MEDICAL, S.A. ELITE SURGICAL SUPPLIES EMINENT SPINE ERGOSPINE ESM TECHNOLOGIES ESTECH (Endoscopic Technologies, Inc.) ETEX ETEX CORP EVEREST MEDICAL EXACTECH EXACTECH SPINE EXACTECH, (+ALTIVA) EXPANDING ORTHOPEDICS FACET SOLUTIONS FIBROGEN FIXANO FLEXUSPINE FUDUKA DENSHI G SURGICAL CO GE MEDICAL SYSTEMS GENTIS GERRASPINE GISH BIOMEDICAL GLOBAUS MEDICAL *GLOBUS MEDICAL (Tier 2) GLOBUS SPINE GM REIS (BRAZIL) GOLD STANDARD ORTHOPEDICS GRAFTYS GS MEDICAL GUIDANT CORPORATION GYRUS GROUP PLCE HAEMONETICS CORPORATION HARVEST TECHNOLOGIES CORPORATION HEARTSINE TECHNOLOGIES, LTD. HIGHGATE ORTHOPEDICS HME IMPLANTS INTERNATIONAL (U.K.) IMPLIANT INION INLAND SPINE INNOVASIS INNOVATIVE SPINAL TECHNOLOGIES INSTRAMED INTEGRA LIFE SCIENCES INTEGRA SPINE INTERNATIONAL TECHNIDYNE CORPORATION (ITC) INTERPORE CROSS INTERVENTIONAL SPINE INTRINSIC THERAPEUTICS, INC. IONICS MEDICAL I-STAT CORPORATION (part of Abbott) ISTO TECHNOLOGIES JEIL MEDICAL JEMO SPINE JOHNSON & JOHNSON JOIMAX JOMED, N.V. JOSTRA A.G. K2 MEDICAL K2M K2M SPINE KARL STORZ KASIOS KENSEY NASH KINAMED KISCOMEDICA (FRANCE) KOREA BONE BANK KYPHON (includes Kyphon-EU) LAERDAL MEDICAL LANX LANX, LLC LDR SPINE LFC MEDICAL (POLAND) LIFE SPINE LIFE SPINE, LLC LIFECOR, INC. LIFELINK LIFENET LIFESOURCE LINVATEC CORPORATION LOHMEIER MAZOR SURGICAL TECHNOLOGIES (MIS) MEDICAL CARBON RESEARCH INSTITUTE, LLC MEDICAL CV, INC. MEDICALEX

31 Confidential and Proprietary Rev.5/ MEDICINELODGE MEDICREA MEDIMONDI (BRICON) MEDNOVA LIMITED MED-TITAN SPINE MEDYSSEY (KOREA) MEKANIKA INC. MERRIES INTERNATIONAL MESOBLAST METRAX MI4 SPINE MIMEDX (SPINEMEDICA) MITROFLOW (Sorin Group) MRL, INC. MTF MUSCULOSKELETAL TRANSPLANT FOUNDATION NEURO FRANCE (FRANCE) NEUROPRO TECHNOLOGIES NEUROSPINE INNOVATIONS AND SOLUTIONS NEW BUSINESS DEVELOPMENT NEXGEN SPINE NEXGEN SPINE NON LINEAR TECHNOLOGIES NEXXT SPINE NIHON KODEN NIPRO MEDICAL CORPORATION NOVABONE NOVASPINE NP SOLUTIONS N-SPINE, INC. NUTECH MEDICAL NUVASIVE OLSEN MEDICAL ORTHO DEVELOPMENT ORTHO SOL MANUFACTURING ORTHOCON ORTHOFIX ORTHONICS ORTHOPEDIC DEVELOPMENT CORP (minsurg) ORTHOVITA ORTIVUS AB OSD (FRANCE) OSIRIS THERAPEUTICS OSPREY BIOMEDICAL CORP OSTEOMED OSTEORESORB OSTEOTECH OTIS BIOTECH OUROBOROS PACESETTER a St. Jude Medical, Inc. Brand PARADIGM SPINE (VISCOGLIOSI BROS.) PARAMOUNT SURGICALS PARTEQ INNOVATIONS PERCLOSE, INC. PERFORMANCE GRAFTS PHILIPS MEDICAL SYSTEMS PHYGEN SPINE PINA MEDIZINTECHNIK PIONEER SURGICAL TECHNOLOGY PISHARODI SURGICALS, INC. PRECIMED PRECISION PROGRESSIVE SPINAL TECHNOLOGIES PROSPINE RANIER TECHNOLOGY REDUCTION TECHNOLOGIES REGENEEX REGENTEC RELIANCE MEDICAL SYSTEMS REPLICATION MEDICAL RESTORATIVE PHYSIOLOGY GROUP ROCHE RSB SPINE RTI BIOLOGICS RUBICON MEDICAL RX SPINE SANACOR SCHILLER AG (includes Schiller America) SCIENT'X SCIL TECHNOLOGY SCOLIO GMBH (SWITZERLAND) SCORPION SURGICAL TECHNOLOGIES SEASPINE SHOWA IKA KOHGYO SIGNUS MEDICAL SIMPLICITY ORTHOPEDIC SOLUTIONS SIGNUS MEDICAL SIMONSEN & WEEL SINTEA BIOTECH SMART DISC SOLCO BIOMEDICAL SOMNUS MEDICAL TECHNOLOGIES SORIN BIOMEDICA CARDIO (Sorin Group) SORIN GROUP SOUTHERN SPINE SPACELABS MEDICAL, INC. SPARTEK MEDICAL SPECIALTY SPINE PRODUCTS SPINAL CONCEPTS SPINAL EDGE SPINAL ELEMENTS SPINAL INSTRUMENTATION SIMPLIFICATION SYSTEMS,

32 Confidential and Proprietary Rev.5/2013 SPINAL KINETICS SPINAL MOTION SPINAL RESTORATION SPINAL USA SPINALMOTION SPINE 360 SPINE SELECT SPINE SURGICAL INNOVATION SPINE WAVE, INC SPINE21 SPINEART SPINECRAFT SPINEFORM LLC SPINEFRONTIER SPINELAB SPINEMEDICA SPINENET (REO SPINELINE) SPINEOLOGY INC. SPINEOVATIONS SPINESMITH SPINESMITH LP SPINEVIEW SPINEVISION SPINEWORKS, LLC ST. JUDE MEDICAL, INC. STABLE SPINE STOCKERT (Sorin Group) STOUT MEDICAL GROUP STRYKER CORPORATION SULZER LTD. SURGERY LIMITED SURGICRAFT (U.K) SURGIVAL (SPAIN) SURVIVALINK CORPORATION SYNECOR, LLC SYNERGY DISC REPLACEMENT SYNTHES SYNTHES NORTH AMERICA, INC. SYNTHES STRATEC, INC. SYNTHES, INC. TAE YEON MEDICAL (KOREA) TAKIRON TECRES SPA TEKNIMED TELEFLEX MEDICAL TERUMO MEDICAL CORPORATION THE 4TH COLUMN THORATEC CORPORATION (part of International Technidyne) TISSUE BANKS INTERNATIONAL TITAN SPINE TORNIER TRANS1 TRANSCORP TRINITY ORTHOPEDICS TRIVASCULAR, INC. U & I (KOREA) ULRICH MEDICAL ULTIMATE SPINE US SPINE VARIAN VERTEBRAL TECHNOLOGIES VERTEBRATION VERTEBRON VERTECH VERTICOR VERTIFLEX VERTOS MEDICAL VEXIM VG INNOVATIONS VIDACARE W.L. GORE & ASSOCIATES WARSAW ORTHOPEDIC WRIGHT MEDICAL X-SPINE X-SPINE SYSTEMS ZIMMER ZIMMER (+ABBOTT SPINE) ZOLL MEDICAL CORPORATION 32

33 Appendix H Electronic Invoice Submission Guidelines 33

34 34