Related Party Transactions and Outside Related Director Information

Conor Medsystems, Inc. (CONR)

4/28/2006 Proxy Information

Conor MedsystemsÕ amended and restated certificate of incorporation contains provisions limiting the liability of directors. Conor MedsystemsÕ amended and restated certificate of incorporation provides that a director will not be personally liable to Conor Medsystems or to its stockholders for monetary damages for any breach of fiduciary duty as a director to the fullest extent permitted by the Delaware General Corporation Law. Conor MedsystemsÕ bylaws provide that Conor Medsystems must indemnify its directors and officers and may indemnify its other employees and agents to the fullest extent permitted by Delaware law. Conor MedsystemsÕ bylaws also permit it to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity.

Conor Medsystems has entered and expects to continue to enter into agreements to indemnify Conor MedsystemsÕ directors, officers and other employees and agents as determined by Conor MedsystemsÕ Board of Directors. These agreements provide for indemnification for related expenses including attorneysÕ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. Conor Medsystems believes that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. Conor Medsystems also maintains directorsÕ and officersÕ liability insurance.

In addition, Conor Medsystems entered into an agreement with John Shanley, an executive officer and a member of the Board of Directors, which provides for indemnification by Conor Medsystems of Mr. Shanley against certain losses, claims, damages or liabilities to which Mr. Shanley may become subject as the selling stockholder in Conor MedsystemsÕ initial public offering.