Dr.Robert Bartlett ConsultingAgreement

1.

The services to be rendered by Consultant (the “Services”) are set forth in Exhibit “B”.  Services may be amended by written agreement of Consultant and the Company and in doing, additional Exhibits would be added.

2.

Consultant agrees that during the term of this Agreement, Consultant shall perform the Services in a timely fashion to the best of the Consultant’s abilities and in accordance with the Company’s reasonable requests.

3.

It is the express intention of the parties that Consultant be an independent contractor and not an employee, agent, joint venture, or partner of Company.  Both parties acknowledge that Consultant is not an employee of Company for state or federal tax purposes.  Consultant shall retain right to perform services for others during the term of this agreement.

4.

The Agreement may be terminated by Consultant upon sixty (60) days’ written notice, or by Company upon sixty (60) days’ notice.  Unless sooner terminated by either party, this Agreement shall remain in effect until December 31, 2009, and thereafter as mutually agreed to in writing.

5.

(a) Consultant recognizes and acknowledges that the data collected, developed, and maintained for Company by Consultant is a valuable property right of the Company and will be kept confidential and secret and therefore agrees to keep all information relating to such data in confidence and trust, and will not  use or disclose any such information without  the written consent of the Company, except as such use may be necessary in the ordinary course of Consultant’s performance of the Services for the Company.

6.

In consideration of the Services rendered hereunder, Company shall compensate Consultant at the rate set forth in Exhibit “A” hereto, together with reimbursement for other out-of-pocket expenses actually incurred on behalf of the Company and approved in advance of the Company.  Travel expenses will be submitted within 5 working days of completion of the travel.  Company will reimburse the Consultant within 15 days from receipt of the expense report.  Consultant shall invoice Company as set forth in Exhibit “A” hereto.

7.

Consultant hereby represents that neither the execution of this Agreement, the consulting relationship with the Company nor the performance of the Services will violate any obligations of Consultant to any person, entity, including, without limitation, the obligation to keep confidential proprietary information of such person or entity.

8.

Each party shall indemnify the other from and hold it harmless against any loss, liability, damage, action, cause of action, cost or expense (including without limitation attorney’s fees) arising out of (a) any unauthorized act or omission of the indemnitor which may be determined to be binding upon the indemnitee, (b) any material breach of the obligations and undertakings of the indemnitor hereunder, or (c) the negligent, reckless or willful misconduct of the indemnitor.

9.

Company agrees to comply with all reasonable requests of Consultant (and provide reasonable access to documents) necessary to the performance of Consultant’s duties under this Agreement.

10.

Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party may terminate this Agreement by written notification to the other party.  For purposes of this section, material breach of this Agreement shall include, but not be limited to, failure to meet the deadlines, destruction of property, dishonesty, theft, or any actions which would tend to disparage the business reputation of either party in the community.

11.

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.

12.

This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by Consultant and Company.

 

1.

Assist CytoSorbents in the European Sepsis Trial

 

a.

Weekly participation in calls with the European Sepsis Trial Principal Investigator

 

b.

Monthly participation in investigator’s meetings

 

c.

Field questions from investigators on the trial

 

d.

Interface with investigators in the trial on a regular basis to encourage recruitment

 

e.

Interface with the Data Safety Monitoring Board on behalf of the company and attend meetings

 

f.

Recommend back-up for DSMB position

 

g.

Participation in the Sepsis Advisory Board

 

h.

Assistance with site selection, initiation, and recruitment

 

i.

Assist in troubleshooting the clinical trial

 

j.

Assist in the analysis and write up of clinical or experimental data

 

k.

Medical input regarding protocol changes

 

l.

Assist in regulatory filings

 

m.

Assist Cytosorbents in reasonable matters or questions relating to the trial

 

2.

Assist CytoSorbents in discussions and/or filings with the FDA

 

a.

Attend scheduled FDA meetings

 

b.

Assist in developing the trial protocol

 

3.

Participate in discussions with potential strategic partners or investors as needed

 

4.

Act as a resource for CytoSorbent grant writing efforts

 

5.

Assist the company with manufacturing requirements requiring CMO input such as CMO sign off on production release of devices

 

6.

Assist with Market/clinical input on CytoSorbents’ technology applications

 

7.

Assist with other reasonable matters in the course of business that are mutually agreed upon