Confidential Disclosure Agreement

We, 180 Medical, will disclose to you certain information relating to an intermittent catheter currently in development (hereinafter referred to as the “subject matter”), which we consider confidential and in which we have a proprietary interest. We are willing to disclose such information to you for purposes of evaluation, and will provide prototype samples for visual evaluation, a questionnaire to capture your valuable feedback, and arrange for the samples to be collected afterwards. We agree to disclose such information to you on the following basis:

1. You agree to hold in confidence any and all information relating to the subject matter disclosed to you by us under this Agreement, except:
   1. Information which at the time of disclosure is in the public domain;
   2. Information which, after disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement by you;
   3. Information which you can establish by competent proof was in your possession at the time of disclosure by us and was not acquired, directly or indirectly, from us; or
2. Information which you receive from a third party; provided, however, that such information was not obtained by said third party, directly or indirectly, from us
3. You agree that you will not use the information relating to the subject matter, which you are required hereunder to keep confidential, for any purpose other than the aforesaid evaluation without first entering into an agreement with us covering the use thereof.
4. Your obligations under this Agreement shall expire on the fifth anniversary of the date on which you accept this Agreement.  We agree that we will make no claim against you or any of your affiliates with respect to your disclosure or use after said anniversary date of the information relating to the subject matter of this Agreement, except for patent infringement.

If you agree to the foregoing, kindly indicate your acceptance thereof and assent thereto by signing and dating the duplicate copy of this letter at the space provided for below, returning such signed copy to us.  We shall then proceed to disclose to you the information relating to the subject matter hereof.

Very truly yours,

180 Medical