DMAC DiaMedica Therapeutics Inc

1.

SERVICES: DiaMedica hereby engages Consultant as an independent contractor, and not as an employee, to provide the services (hereinafter the “Services”) specified in Exhibit A attached to this Agreement (the “Exhibit”), and Consultant undertakes to provide the Services to the satisfaction of DiaMedica. Consultant shall determine the means and manner of performance in providing the Services to DiaMedica and shall not be subject to the direction and control of DiaMedica, except as specifically required for compliance with applicable laws and regulations.

2.

COMPENSATION AND EXPENSES: As full compensation to Consultant for providing the Services, DiaMedica shall compensate Consultant as specified in Exhibit A. Except to the extent expressly specified in Exhibit A, DiaMedica shall not be liable to Consultant for expenses, disbursements and costs incurred by Consultant in the course of providing the Services to DiaMedica, including without limitation cost of travel, meals, lodging and similar expenses. All claims for reimbursement must be accompanied by receipts and a signed expense report from Consultant. DiaMedica shall only supply Consultant with such equipment, facilities and services as may be expressly specified in the Exhibit.

3.

RELATIONSHIP OF THE PARTIES: This Agreement creates contractual rights only and the Consultant for all purposes shall be considered as an independent contractor with respect to DiaMedica. Consultant acknowledges that no employment relationship exists between Consultant and DiaMedica or its affiliates, and Consultant shall not be entitled to any salary, insurance coverage, workers compensation coverage, or other benefits from DiaMedica. Neither Party shall be considered a partner, agent or legal representative of the other Party for any purpose, and Consultant shall have no power or authority, and at no time shall represent or convey the impression that Consultant has any power or authority, to legally bind or commit DiaMedica for any purpose.

4.

CONDUCT: Consultant undertakes and agrees to use its best efforts to (i) comply with all applicable laws, rules, ordinances and regulations of all applicable federal, state and local authorities in providing the Services, (ii) obtain and maintain, at Consultant’s cost, all necessary permits and licenses required to provide the Services, and (iii) provide the services in an ethical, honest and moral fashion. In the event of any breach by Consultant of this Section 4, or any false or misleading statements being made by Consultant, DiaMedica may immediately terminate this Agreement without liability by oral or written notice to Consultant.

5.

TAXES: Consultant shall be responsible for all federal, state and local taxes for all compensation paid hereunder, including without limitation all social security and self-employment taxes, and DiaMedica (unless required by applicable tax authorities) will not withhold taxes or be liable for taxes related to such compensation. Consultant undertakes and agrees to properly file all tax returns and pay all tax due with respect to compensation paid to Consultant by DiaMedica.

6.

INDEMNIFICATION: Consultant shall indemnify and defend DiaMedica and its affiliates and their directors, officers and employees from any and all claims, demands, damages and costs (including without limitation costs of legal defense) arising out of or related to any breach by Consultant of the terms of this Agreement and negligent or malicious acts or omissions of Consultant and/or its employees, agents and affiliates. DiaMedica agrees to defend, indemnify, and hold harmless Consultant and its respective employees and agents, if any, against and from any claims arising out of or in reference to the consultations referred to herein, and agrees to bear all costs and expenses, including reasonable attorneys' fees, incurred in connection with the defense of any such claim. However, DiaMedica will not be liable for any claim arising out of the negligent acts of Consultant or its respective employees, agents, and subcontractors, if any, or acts which are not in accordance with ethical practices herein described. DiaMedica shall be promptly notified of any claim being made against it, and Consultant shall cooperate with DiaMedica in the defense of such claim.

7.

CONFIDENTIALITY:

7.1

DiaMedica Confidential Information. Consultant covenants and agrees to treat confidentially and not disclose, and not use or exploit for any purpose other than as specified in this Agreement, any information (whether written or oral) which is confidential or proprietary information of DiaMedica (“Confidential Information”), which shall be deemed to include without limitation technical information, data, trade secrets, know-how, customer lists, catalogs and price lists, computer records, policies, trade secrets, business strategy, financial data, research, development, processes and techniques, and all other confidential and proprietary information of whatever description that may be divulged to Consultant. Consultant recognizes and acknowledges (i) that the Confidential Information is confidential and the sole property of DiaMedica, (ii) that damage and irreparable harm that could result to DiaMedica if such information were used or disclosed except as authorized expressly in writing by DiaMedica, and therefore Consultant consents to injunctive relief and other equitable remedies to prevent such unauthorized use or disclosure. Neither Party shall publish the other’s name and/or use its reputation in any way, explicitly or impliedly, to endorse any product or service or for any other publicity purposes. Consultant shall ensure that each of its employees and agents, if any, providing Services or having access to Confidential Information has executed and delivered a contract with provisions no less restrictive than Sections 7 and 9 hereof.

7.2

Other Confidential Information. Consultant shall not disclose or otherwise make available to DiaMedica in any manner any confidential information of Consultant or received by Consultant from third parties, unless DiaMedica first agrees in writing to receive such information.

8.

CONFLICTING ENGAGEMENTS:

8.1

Given the confidential and proprietary nature of Confidential Information that may be disclosed by DiaMedica to Consultant, during the term of this Agreement and for a period of two (2) years thereafter, Consultant shall not provide services similar to the Services to any person or entity who or which is a competitor or potential competitor to DiaMedica as a result of the development of recombinant proteins similar to DM199 (Tissue Kallikrein, KLK-1) in the same or similar indications without the prior written consent of DiaMedica.

9.

PROPRIETARY RIGHTS:

9.1

Owned by DiaMedica. For purposes of this Agreement, “Proprietary Rights” means all inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, market data, clinical data, financial data, personnel data and computer programs; all client, customer, account and supplier lists and files; all files, letters, memoranda, reports, data, sketches, drawings, laboratory notebooks, program listings and other written, photographic and tangible materials; all inventions, improvements, discoveries, methods developments, enhancements, software and works of authorship; and all patent, copyright, mask works, trademark, trade name and other intellectual or proprietary property rights related to any of the foregoing. All Proprietary Rights created or developed by Consultant in the course of providing the Services or arising out of DiaMedica’s Confidential Information shall be owned exclusively by DiaMedica. Without limiting the generality of the foregoing, all such Proprietary Rights created, made, conceived or reduced to practice by or under the direction or control of Consultant while this Agreement is in effect, acting alone or jointly with others, shall be considered “work for hire” and shall be owned exclusively by DiaMedica. Consultant hereby grants, bargains, sells, releases, waives, transfers and assigns to DiaMedica and its successors and assigns all right, title and interest, if any, that Consultant may now or hereafter have, own, claim, allege or assert in or with respect to such Proprietary Rights or any portion thereof. Consultant is not granted any license or other interest in the Proprietary Rights or any portion thereof. The parties shall cooperate with each other, including without limitation by executing and delivering such documents and taking such actions as shall be necessary or appropriate, to give effect to their intentions expressed in this Section 9.

9.2

Licensed to DiaMedica. Consultant shall specifically describe and identify in the Exhibit any and all technology, including without limitation information, materials and related intellectual property rights, if any, which (i) Consultant intends to use in performing under this Agreement, (ii) is either owned solely by Consultant or controlled by Consultant such that Consultant possesses the right to grant a license or sublicense thereunder, and (iii) is in existence prior to the effective date of this Agreement (“Background Technology”). Consultant hereby grants to DiaMedica a non-exclusive, royalty-free and worldwide right to use and sublicense the use of any Background Technology for the purpose of developing and marketing DiaMedica products, but not for the purpose of marketing any Background Technology separate from DiaMedica products. Consultant hereby waives any claims to ownership of any intellectual property related to the Services and/or DiaMedica products except for such Background Technology, if any, specified in the Exhibit.

9.3

Cooperation to Secure IP Rights. Consultant further agrees to execute all papers, including without limitation all patent applications, invention assignments and copyright assignments, and otherwise assist DiaMedica as reasonably required to perfect DiaMedica’s right, title and interest in Proprietary Rights as expressly granted to DiaMedica under this Agreement. Such assistance shall include but not be limited to providing affidavits or testimony in connection with patent interference, validity or infringement proceedings and participating in other legal proceedings. Reasonable costs related to such assistance, if required, shall be paid by DiaMedica. Consultant’s obligation to assist DiaMedica as described above in this paragraph shall continue beyond the termination of this Agreement. If DiaMedica is unable, after reasonable effort, to secure Consultant’s signature on any document as provided in this Section 9, Consultant hereby designates and appoints DiaMedica and its duly authorized officers and agents as its agent and attorney in fact to execute, verify and file applications, and to do all other lawfully permitted acts necessary to achieve the intent of this Section 9 with the same legal force and effect as if executed by Consultant.

10.

TERMINATION: This Agreement shall terminate upon (i) the completion of the Term of Agreement, as indicated in Exhibit A, or (ii) notice from DiaMedica in accordance with Section 4 hereof. Upon any termination of this Agreement, Consultant shall promptly return to DiaMedica, or, at DiaMedica’s discretion, certify the destruction of, all information, materials and documents (including without limitation electronically stored information) in Consultant’s possession or control which were prepared by or for DiaMedica or which relate to DiaMedica or its business, including without limitation all Confidential Information and Proprietary Rights. Consultant may retain one copy of the Confidential Information and materials for use solely in connection with determining its obligations under this Agreement with respect to DiaMedica’s confidential information. The obligations of Consultant pursuant to Sections 6, 7, 8, 9, 10 and 11 hereof shall survive the expiration or termination of this Agreement without limitation.

11.

NOTICES: All notices under this Agreement shall be in writing and given in person, first class registered mail or by Federal Express or other reputable delivery service, delivery costs prepaid, addressed to the parties at the addresses specified on the last page hereof, or to such other address of which either Party may notify the other pursuant to this provision. Notices will be deemed given when sent.

12.

GENERAL PROVISIONS: This Agreement shall be governed by the laws of the State of Minnesota, USA without regard to the choice-of-law principles thereof. Any disputes under this Agreement shall be brought exclusively in the state courts and the Federal courts located in Hennepin County, Minnesota, and the Parties hereby irrevocably and unconditionally consent to the personal jurisdiction and venue of these courts. This Agreement is the entire agreement of the Parties related to the subject matter hereof and supersedes all past and contemporaneous agreements, promises, and understandings, whether oral or written, between the Parties. No amendment or waiver of any provision of this Agreement will be effective unless in a writing signed by the Parties. Wherever in this Agreement consent or approval is contemplated to be provided by a Party, such consent or approval may be withheld by such Party in its sole discretion. Neither Party shall assign the rights or delegate the duties of the other Party hereunder without the written consent of that Party. The illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any legal and enforceable provisions hereof. Any headings used herein are for convenience of reference only and are not a part of this Agreement, nor shall they affect the interpretation hereof. This Agreement may be executed in multiple counterparts, each of which is an original, true and correct version hereof. A facsimile or PDF copy of this Agreement bearing the signature (original, PDF or facsimile version) of both Parties shall be binding on the Parties.

By:

 /s/ Rick Pauls

By:

 /s/ Kirsten Gruis

Name:

Rick Pauls

Name:

Kirsten Gruis, M.D.

Title:

President & Chief Executive Officer

Date:

September 1, 2023

Date:

September 1, 2023

Attention: Chief Executive Officer

301 Carlson Parkway, Suite 210

Minneapolis, MN 55305

Amy E. Culbert

Fox Rothschild LLP

City Center

33 South Sixth Street, Suite 3600

Minneapolis, MN 55402

Kirsten Gruis, M.D.

400 Walnut Street, Suite 1201

Des Moines, IA 50309

EXECUTIVE 

/s/ Kirsten Gruis

Kirsten Gruis, M.D. 

DIAMEDICA USA INC. 

By:

/s/ Rick Pauls

Its: 

President and Chief Executive Officer 

Dated: 

September 3, 2023 

I.

Definitions. I, Kirsten Gruis, M.D., intend all words used in this release (“Release”) to have their plain meanings in ordinary English. Technical legal words are not needed to describe what I mean. Specific terms I use in this Release have the following meanings:

A.

“I,” “Me,” and “My” individually and collectively mean Kirsten Gruis, M.D. and anyone who has or obtains or asserts any legal rights or claims through Me or on My behalf.

B.

“Employer” as used in this Release, shall at all times mean DiaMedica USA Inc. and any affiliates, related or predecessor corporations, parent corporations or subsidiaries, successors and assigns.

C.

“Released Party” or “Released Parties” as used in this Release, shall at all times mean DiaMedica USA Inc. and its affiliates, related or predecessor corporations, parent corporations, subsidiaries, successors and assigns, present or former officers, directors, shareholders, agents, employees, representatives and attorneys, whether in their individual or official capacities, and its affiliates, related or predecessor corporations, parent corporations or subsidiaries, successors and assigns, present or former officers, directors, shareholders, agents, employees, representatives and attorneys, whether in their individual or official capacities, benefit plans and plan administrators, and insurers, insurers’ counsel, whether in their individual or official capacities, and the current and former trustees or administrators of any pension, 401(k), or other benefit plan applicable to the employees or former employees of Employer, in their official and individual capacities.

D.

“My Claims” mean any and all of the actual or potential claims of any kind whatsoever I may have had, or currently may have against Employer or any Released Party, whether known or unknown, that are in any way related to My employment with or separation from employment with Employer, including, but not limited to any claims for: invasion of privacy; breach of written or oral, express or implied, contract; fraud; misrepresentation; violation of the Age Discrimination in Employment Act of 1967 (“ADEA”), 29 U.S.C. § 626, as amended; the Genetic Information Nondiscrimination Act of 2008 (“GINA”), 42 U.S.C. § 2000, et seq., the Older Workers Benefit Protection Act of 1990 (“OWBPA”), 29 U.S.C. § 626(f), Title VII of the Civil Rights Act of 1964 (“Title VII”), 42 U.S.C. § 2000e, et seq., the Americans with Disabilities Act (“ADA”), 29 U.S.C. § 2101, et seq., and as amended (“ADAAA”), the Executive Retirement Income Security Act of 1974 (“ERISA”), as amended, 29 U.S.C. § 1001, et seq., Equal Pay Act (“EPA”), 29 U.S.C. § 206(d), the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act (“FMLA”), 29 U.S.C. § 2601, et seq.; National Labor Relations Act, 29 U.S.C. § 141, et seq., the False Claims Act, 31 U.S.C. § 3729, et seq., Anti-Kickback Statute, 42 U.S.C. § 1320a, et seq., the Minnesota Human Rights Act, Minn. Stat. § 363A.01, et seq., Minn. Stat. § 181, et seq., the Minnesota Whistleblower Act, Minn. Stat. § 181.931, et seq., Minn. Stat. § 176.82, Iowa Civil Rights Act of 1965, Iowa Code Ann. §§ 216.6, et seq.; Iowa Occupational Health and Safety Law, Iowa Code Ann. §§ 88.1, et seq.; Iowa Wage Payment Collection Law, Iowa Code Ann. §§ 91A.1 et seq., or any and all other Minnesota, Iowa, and other state human rights or fair employment practices statutes, administrative regulations, or local ordinances, and any other Minnesota or other federal, state, local or foreign statute, law, rule, regulation, ordinance or order, all as amended. This includes, but is not limited to, claims for violation of any civil rights laws based on protected class status; claims for assault, battery, defamation, intentional or negligent infliction of emotional distress, breach of the covenant of good faith and fair dealing; promissory estoppel; negligence; negligent hiring; retention or supervision; retaliation; constructive discharge; violation of whistleblower protection laws; unjust enrichment; violation of public policy; and, all other claims for unlawful employment practices, and all other common law or statutory claims.

II.

Agreement to Release My Claims. Except as stated in Section V of this Release, I agree to release all My Claims and waive any rights to My Claims. I also agree to withdraw any and all of My charges and lawsuits against Employer; except that I may, but am not required to, withdraw or dismiss, or attempt to withdraw or dismiss, any charges that I may have pending against Employer with the Employment Opportunity Commission (“EEOC”) or other civil rights enforcement agency. In exchange for My agreement to release My Claims, I am receiving satisfactory Consideration from Employer to which I am not otherwise entitled by law, contract, or under any Employer policy. The Consideration I am receiving is a full and fair consideration for the release of all My Claims. Employer does not owe Me anything in addition to what I will be receiving according to the Separation Agreement which I have signed.

III.

Unknown Claims. In waiving and releasing any and all actual, potential, or threatened claims against Employer, whether or not now known to me, I understand that this means that if I later discover facts different from or in addition to those facts currently known by me, or believed by me to be true, the waivers and releases of this Release will remain effective in all respects – despite such different or additional facts and my later discovery of such facts, even if I would not have agreed to the Separation Agreement and this Release if I had prior knowledge of such facts.

IV.

Confirmation of No Claims, Etc. I am not aware of any other facts, evidence, allegations, claims, liabilities, or demands relating to alleged or potential violations of law that may give rise to any claim or liability on the part of any Released Party under the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the False Claims Act, the Anti-kickback Statute. I understand that nothing in this Release interferes with My right to file a complaint, charge or report with any law enforcement agency, with the Securities and Exchange Commission (“SEC”) or other regulatory body, or to participate in any manner in an SEC or other governmental investigation or proceeding under any such law, statute or regulation, or to require notification or prior approval by Employer of any such a complaint, charge or report.  I understand and agree, however, that I waive My right to recover any whistleblower award under the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or other individual relief in any administrative or legal action whether brought by the SEC or other governmental or law enforcement agency, Me, or any other party, unless and to the extent that such waiver is contrary to law.  I agree that the Released Parties reserve any and all defenses which they might have against any such allegations or claims brought by Me or on My behalf. I understand that Employer is relying on My representations in this Release and related Separation Agreement.

V.

Exclusions from Release.

A.

The term “Claims” does not include My rights, if any, to claim the following: unemployment insurance benefits; workers compensation benefits; claims for My vested post-termination benefits under any 401(k) or similar retirement benefit plan; My rights to group medical or group dental insurance coverage pursuant to section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”); My rights to enforce the terms of this Release; or My rights to assert claims that are based on events occurring after this Release becomes effective.

B.

Nothing in this Release interferes with My right to file or maintain a charge with the Equal Employment Opportunity Commission or other local civil rights enforcement agency or participate in any manner in an EEOC or other such agency investigation or proceeding. I, however, understand that I am waiving My right to recover individual relief including, but not limited to, back pay, front pay, reinstatement, attorneys’ fees, and/or punitive damages, in any administrative or legal action whether brought by the EEOC or other civil rights enforcement agency, Me, or any other party.

C.

Nothing in this Release interferes with My right to challenge the knowing and voluntary nature of this Release under the ADEA and/or OWBPA.

D.

I agree that Employer reserves any and all defenses, which it has or might have against any claims brought by Me. This includes, but is not limited to, Employer’s right to seek available costs and attorneys’ fees as allowed by law, and to have any monetary award granted to Me, if any, reduced by the amount of money that I received in consideration for this Release.

VI.

Older Workers Benefit Protection Act. The Older Workers Benefit Protection Act applies to individuals age 40 and older and sets forth certain criteria for such individuals to waive their rights under the Age Discrimination in Employment Act in connection with an exit incentive program or other employment termination program. I understand and have been advised that, if applicable, the above release of My Claims is subject to the terms of the OWBPA. The OWBPA provides that a covered individual cannot waive a right or claim under the ADEA unless the waiver is knowing and voluntary. If I am a covered individual, I acknowledge that I have been advised of this law, and I agree that I am signing this Release voluntarily, and with full knowledge of its consequences. I understand that Employer is giving Me twenty-one (21) days from the date I received a copy of this Release to decide whether I want to sign it. I acknowledge that I have been advised to use this time to consult with an attorney about the effect of this Release. If I sign this Release before the end of the twenty-one (21) day period it will be My personal, voluntary decision to do so, and will be done with full knowledge of My legal rights. I agree that material and/or immaterial changes to the Separation Agreement or this Release will not restart the running of this consideration period. I also acknowledge that the Separation Agreement, this Release and any other attachments or exhibits have each been written in a way that I understand.

VII.

Right to Rescind and/or Revoke. I understand that insofar as this Release relates to my rights under the Age Discrimination in Employment Act, it shall not become effective or enforceable until seven (7) days after I sign it. I also have the right to rescind (or revoke) this Release insofar as it extends to potential claims under the ADEA by written notice to Employer within seven (7) calendar days following my signing this Release, and within fifteen (15) calendar days as to waiver of claims under the Minnesota Human Rights Act (the “Rescission Period”). Any such rescission (or revocation) must be in writing and hand-delivered to Employer or, if sent by mail, postmarked within the applicable time period, sent by certified mail, return receipt requested, and addressed as follows:

A.

post-marked within the seven (7) day Rescission Period or, if applicable, fifteen (15) day Rescission Period;

B.

properly addressed to DiaMedica USA Inc., Attention: Chief Executive Officer, 301 Carlson Parkway, Suite 210, Minneapolis, MN 55305; and

C.

sent by certified mail, return receipt requested.

VIII.

I Understand the Terms of this Release. I have had the opportunity to read this Release carefully and understand all its terms. I have had the opportunity to review this Release with My own attorney. In agreeing to sign this Release, I have not relied on any oral statements or explanations made by Employer, including its employees or attorneys. I understand and agree that this Release and the attached Agreement contain all the agreements between Employer and Me. We have no other written or oral agreements.

/s/ Kirsten Gruis

Kirsten Gruis, M.D. 

Dated:  9/3/2023____________, 2023