exhibit 10. 12 200 minuteman road suite 302 andover, ma 01810 tel : 978 # # # - # # # - # # # # fax : 978 # # # - # # # - # # # # december 6, 2004 professor sir magdi yacoub imperial college london the magdi yacoub institute nhli at heart science centre harefield, middlesex, ub9 6jh united kingdom dear professor yacoub, i am very pleased to advise you of your election to the board of directors of transmedics, inc. the company will pay you a fee for your services as a board member at the rate of $ 50, 000 for each year that you remain a director. payments will be made in two increments per year of $ 25, 000 each, beginning with your signature below. we expect to hold four to five board meetings per year. in addition, the company will reimburse you for the reasonable out - of - pocket costs and expenses incurred by you in connection with your attending or participating in full board and board committee meetings. in accordance with company policy, we will require that you provide receipts for these out - of - pocket costs and expenses. in addition, we will require that you execute an assignment of inventions agreement with the company ( in the form attached hereto ). we expect to publicly announce your election to the board of directors, including by issuing a press release. on behalf of the entire board and employees, we are honored that you have joined transmedics ’ board of directors. please indicate your agreement with the foregoing by signing the enclosed copy of this letter in the space provided below. very truly yours / s / waleed h. hassanein waleed h. hassanein president & ceo agreed : / s / magdi yacoub professor sir magdi yacoub transmedics, inc. assignment of inventions agreement this agreement is dated as of, 2004 by and between transmedics, inc., a delaware corporation ( the “ company ” ) with an office at 200 minuteman road, suite 302, andover, ma 01810, and professor sir magdi yacoub ( “ consultant ” ). in consideration of the agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the consultant and the company agree as follows : 1. all inventions, discoveries, data, technology, designs, innovations