Common use of Loaned Equipment Clause in Contracts

Loaned Equipment. 5.1. SIEMENS shall make available to SURGIVISION on loan medical equipment, items and software products listed in ANNEX 4 (“LOANED EQUIPMENT”) for the purpose of performing the INTEGRATION WORK. 5.2. Shipment costs of the LOANED EQUIPMENT from SIEMENS premises to SURGIVISION shall be borne by SIEMENS. 5.3. LOANED EQUIPMENT provided by SIEMENS in accordance with Section 5.1 hereinabove shall exclusively be used for the performance of the INTEGRATION WORK and shall not be handed over or otherwise made available to any third party without SIEMENS’ prior written consent. Insofar as software products are part of the LOANED EQUIPMENT, SURGIVISION shall have the right to use such software products on the systems or hardware identified in ANNEX 4 for the purpose of performing the DEVELOPMENT WORK. Unless and to the extent expressly authorized by SIEMENS in writing, SURGIVISION shall not be entitled to copy, redevelop, recompile, change or extract parts of any software products. SIEMENS may at any time replace LOANED EQUIPMENT by other equipment as deemed useful by SIEMENS, provided however, that such other equipment is substantially as suitable as the original LOANED EQUIPMENT to carry out the INTEGRATION WORK. 5.4. During the term of this agreement SIEMENS shall carry out service and maintenance of the LOANED EQUIPMENT. The incurred costs shall be borne by SIEMENS. 5.5. No additional costs shall be borne by SIEMENS in connection with the LOANED EQUIPMENT other than those explicitly mentioned herein. In particular, without limitation, infrastructure costs, such as costs for water or electricity shall be borne by SURGIVISION. 5.6. Within eight (8) weeks upon termination of this Agreement, the LOANED EQUIPMENT shall be returned to SIEMENS by SURGIVISION, unless otherwise agreed. Shipment costs from SURGIVISION to SIEMENS shall be borne by SURGIVISION. 5.7. Without prejudice to the terms and conditions stated in this Section 5, the loan conditions set forth in ANNEX 5 shall apply with respect to the loan of LOANED EQUIPMENT. 5.8. SURGIVISION shall provide SIEMENS with prototypes of the CATHETER TECHNOLOGY and PERIPHERAL TECHNOLOGY as defined in the milestones in ANNEX 3 for performing the SOFTWARE DEVELOPMENT WORK and for performing the INFLUENCE TEST. The costs incurred shall be borne by SURGIVISION. Shipment costs from SURGIVISION to SIEMENS shall be borne by SURGIVISION. 5.9. The PARTIES agree that equipment of any of the PARTIES which should be loaned to clinical partners is, unless otherwise required by mandatory law, made available to such partners by SIEMENS or SURGIVISION without additional payment under and in connection with this Agreement and is subject to separate contracts between the respective PARTY and the clinical partner.

Loaned Equipment. 5.1(a) Promptly after the date hereof, Alcatel shall deliver to Supplier, on a loan basis, the Loaned Equipment to the extent that it has not already done so. SIEMENS shall make available The initial Loaned Equipment is set forth on Schedule 6.5. If Alcatel delivers to SURGIVISION Supplier, on a loan medical basis, any other test equipment, items then (i) Schedule 6.5 shall automatically be amended to include the equipment, and software products listed in ANNEX 4 (“LOANED EQUIPMENT”ii) for the purpose of performing the INTEGRATION WORK. 5.2. Shipment costs Alcatel shall promptly deliver to Supplier a copy of the LOANED EQUIPMENT from SIEMENS premises amended Schedule. Upon the request of Alcatel, Supplier shall return to SURGIVISION shall be borne by SIEMENS. 5.3. LOANED EQUIPMENT provided by SIEMENS Alcatel any Loaned Equipment in good condition, normal wear and tear excepted, in accordance with Section 5.1 hereinabove Alcatel’s instructions. (b) During the period when Supplier maintains custody of any Loaned Equipment, except as otherwise mutually agreed, Supplier shall exclusively be used for (i) maintain the performance Loaned Equipment in accordance with Alcatel’s instructions, (ii) bear all risk of loss to the Loaned Equipment, (iii) maintain with reputable insurance companies casualty insurance covering the Loaned Equipment with policy limits equal to, or in excess of, the fair market value of the INTEGRATION WORK Loaned Equipment (and shall not be handed over or otherwise made available upon the request of Alcatel, deliver to any third party without SIEMENS’ prior written consent. Insofar as software products are part Alcatel an applicable certificate of insurance that evidences the existence of the LOANED EQUIPMENTinsurance) and (iv) use the Loaned Equipment solely to test the Products. (c) Alcatel hereby grants to Supplier a non-exclusive, SURGIVISION shall have the right fully paid-up license to use such software products on any Loaned Software solely with the systems or hardware identified in ANNEX 4 for Loaned Equipment. Notwithstanding any provision of this Agreement to the purpose contrary, Supplier may make copies of performing the DEVELOPMENT WORK. Unless and any Loaned Software only to the extent expressly authorized by SIEMENS in writing, SURGIVISION reasonably necessary for backup and archival purposes. Supplier shall not be entitled to copydisassemble, redevelopreverse compile, recompile, change reverse engineer or extract parts otherwise expose the source code of any software productsLoaned Software. SIEMENS may at Upon the request of Alcatel, Supplier shall deliver to Alcatel all copies of any time replace LOANED EQUIPMENT by other equipment as deemed useful by SIEMENS, provided however, that such other equipment is substantially as suitable as the original LOANED EQUIPMENT to carry out the INTEGRATION WORKLoaned Software in accordance with Alcatel’s instructions. 5.4(d) Alcatel hereby grants to Supplier a non-exclusive, fully paid-up license to use any Loaned Documentation solely with the Loaned Equipment. During the term Notwithstanding any provision of this agreement SIEMENS shall carry out service and maintenance of the LOANED EQUIPMENT. The incurred costs shall be borne by SIEMENS. 5.5. No additional costs shall be borne by SIEMENS in connection with the LOANED EQUIPMENT other than those explicitly mentioned herein. In particular, without limitation, infrastructure costs, such as costs for water or electricity shall be borne by SURGIVISION. 5.6. Within eight (8) weeks upon termination of this Agreement, the LOANED EQUIPMENT shall be returned to SIEMENS by SURGIVISION, unless otherwise agreed. Shipment costs from SURGIVISION to SIEMENS shall be borne by SURGIVISION. 5.7. Without prejudice Agreement to the terms and conditions stated in this Section 5contrary, the loan conditions set forth in ANNEX 5 shall apply with respect Supplier may make copies of any Loaned Documentation only to the loan extent reasonably necessary for backup and archival purposes. Upon the request of LOANED EQUIPMENT. 5.8. SURGIVISION Alcatel, Supplier shall provide SIEMENS with prototypes of the CATHETER TECHNOLOGY and PERIPHERAL TECHNOLOGY as defined in the milestones in ANNEX 3 for performing the SOFTWARE DEVELOPMENT WORK and for performing the INFLUENCE TEST. The costs incurred shall be borne by SURGIVISION. Shipment costs from SURGIVISION deliver to SIEMENS shall be borne by SURGIVISION. 5.9. The PARTIES agree that equipment Alcatel all copies of any of the PARTIES which should be loaned to clinical partners is, unless otherwise required by mandatory law, made available to such partners by SIEMENS or SURGIVISION without additional payment under and Loaned Documentation in connection accordance with this Agreement and is subject to separate contracts between the respective PARTY and the clinical partnerAlcatel’s instructions.