Common use of Purchase Commitment Clause in Contracts

Purchase Commitment. In addition to the commercially reasonable efforts commitment described herein, Distributor hereby agrees to purchase from CryoCath ("Purchase Commitment") and for each renewal year term thereafter, the dollar value in Products set forth on the Purchase Commitment, Exhibit C. Distributor must meet the annual Purchase Commitments at the end of each twelve-month term and must meet 40% of the first term's commitment by the end of the first 9 months of that first term and 40% of the second term's commitment by the end of the first nine months of the second term (hereafter referred to as the "Interim Term Targets"). It is understood that the initial period referred to with respect to the interim and annual purchase commitments will be for 15 months and will commence as of January 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has in the Territory identified in Section 1.2.. Distributor shall pay a one time compensation fee to CryoCath for the transferred accounts on January 1, 2005 an amount equal to ** Throughout the term of this Agreement, if Distributor fails to purchase Distributor's Purchase Commitment at any time or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, be terminated or may automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Distributor) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments for the second twelve-month period are to be negotiated mutually between the parties 6 months prior to the expiration of the First Twelve Month Period such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of this Agreement, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafter.

Purchase Commitment. In addition 3.1. Subject to MCI’s material compliance with this Agreement as set forth in Section 3.3, AOL will purchase the Services from MCI as follows: (i) From January 1, 2004 through December 31, 2004, AOL will have a minimum annual revenue commitment of [****] (the “2004 Purchase Commitment”). (ii) From January 1, 2005 through December 31, 2005, AOL will purchase from MCI a minimum annual aggregate of [****] of the Total AOL Dial-up Service Hours (the “2005 Market Share Commitment”) at the corresponding prices set forth in Section 4.1(i). For the avoidance of doubt, the 2005 Market Share Commitment shall only be measured annually, not monthly and AOL is not obligated to maintain a monthly market share commitment. (iii) From January 1, 2006 through December 31, 2006, AOL will purchase from MCI a minimum of [****] of Total AOL Dial-up Service Hours (the “2006 Market Share Commitment”) at the corresponding prices set forth in Section 4.1(i). For the avoidance of doubt, the 2006 Market Share Commitment shall only be measured annually, not monthly and AOL is not obligated to maintain a monthly market share commitment. 3.2. [****], as defined in Section 4.3, and [****] usage shall not contribute toward the Purchase Commitments. 3.3. For the 2004 Purchase Commitment AOL will, subject to the commercially reasonable efforts commitment described hereinterms of this Agreement, Distributor hereby agrees owe MCI no less than an amount equal to purchase from CryoCath ("Purchase Commitment") [****]. For 2005 and for 2006, under each renewal year term thereafter, the dollar value in Products set forth on the Purchase Commitment, Exhibit C. Distributor must meet AOL will, subject to the annual terms of this Agreement, owe MCI no less than [****]. In the event AOL does Network Services Agreement 2 AOL/MCI Confidential not satisfy the Purchase Commitments at Commitment for the applicable Measurement Period, then MCI may invoice AOL for an additional fee in an amount equal to [****] of the difference between the aggregate invoiced amounts and the Purchase Commitment for that year (“Take or Pay Remedy”). MCI shall provide AOL with an invoice for this Take or Pay Remedy within [****] days of the end of each twelvecalendar year, and AOL shall pay the full amount, [****], within [****] days of receipt of such invoice. The parties agree that this Take or Pay Remedy shall be [****]. 3.4. Any purchase by AOL of Dial-month term and must meet 40% Up Access Services in the United States from MCI, or any Affiliate of MCI (as well as purchases from any entity that (i) becomes an Affiliate of MCI after execution of the first term's commitment by Agreement and that (ii) are made after such entity becomes an Affiliate of MCI) shall [****], except that purchases pursuant to a separate agreement between AOL and MCI, or any Affiliate of MCI, for dial-up access services in the end United States shall [****]; provided, however, that the purchases of dial-up access hours in the United States in accordance with the CSI Agreement (as defined in Section 13) [****] towards AOL’s satisfaction of the first 9 months of that first term and 40% of the second term's commitment by the end of the first nine months of the second term (hereafter referred to as the "Interim Term Targets"). It is understood that the initial period referred to with respect to the interim and annual purchase commitments will be for 15 months and will commence as of January 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has in the Territory identified in Section 1.2.. Distributor shall pay a one time compensation fee to CryoCath for the transferred accounts on January 1, 2005 an amount equal to ** Throughout the term of this Agreement, if Distributor fails to purchase Distributor's Purchase Commitment at any time or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, be terminated or may automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Distributor) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments for the second twelve-month period are to be negotiated mutually between the parties 6 months prior to the expiration of the First Twelve Month Period such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of this Agreement, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafter.

Purchase Commitment. In addition (a) COMMITMENT; (***) . Under the terms of the CSA, and subject to the commercially reasonable efforts commitment described hereinterms, Distributor hereby agrees conditions and limitations of this Section 2.4, MCI WORLDCOM shall purchase, (***) Portions of this page have been omitted pursuant to purchase from CryoCath a request for Confidential Treatment and filed separately with the Commission. and Rhythms shall provide, a minimum of 100,000 DSL Ingress Circuits (the "Purchase Commitment") for providing DSL Services during the sixty (60) month line commitment period (the "Line Commitment Period"). The Line Commitment Period shall begin on the first day of the month after the first month during which (i) Rhythms has 1,250 Rhythms Connection Points in commercial service in a minimum of twenty-nine (29) CMSAs and/or MSAs and for each renewal year term (ii) the (***) , and shall end the last day of the 60th month thereafter, or the dollar value date on which the 100,000th DSL Ingress Circuit is ordered by MCI WORLDCOM, whichever date is earlier. To establish the date on which the Line Commitment Period commences, MCI WORLDCOM and Rhythms shall complete and sign the Commencement Date Certificate attached hereto as SCHEDULE 2.4. In connection with the Commencement Date Certificate, Rhythms shall provide to MCI WORLDCOM such documentation as may be reasonably necessary to prove (i) that 1,250 Rhythms Connection Points are in Products set forth on commercial service in a minimum of twenty-nine (29) CMSAs and/or MSAs and (ii) the (***) . MCI WORLDCOM agrees that it will satisfy the Purchase Commitment in accordance with the milestone dates of the Line Commitment Period provided in SCHEDULE 2.4(a) hereto (***) (***) . Rhythms agrees that (***) the Purchase Commitment by the milestone dates specified in SCHEDULE 2.4(a) and that Rhythms will (***) (***) . Nothing contained hereon or in the CSA shall (***) (***) . (b) (***) PURCHASE COMMITMENT. (***) MCI WORLDCOM has satisfied the Purchase Commitment, Exhibit C. Distributor must meet MCI WORLDCOM shall (***) (i) (***) MCI WORLDCOM (***) (***) the annual Purchase Commitments at Line Commitment Period; (ii) (***) MCI WORLDCOM (***) (***) the end Line Commitment Period; (iii) (***) MCI WORLDCOM (***) (***) the Line Commitment Period or other relevant times set forth in SCHEDULE 2.4; (iv) (***) the Rhythms' direct sales force (***) (***) (***) ; and (***) Portions of each twelve-month term this page have been omitted pursuant to a request for Confidential Treatment and must meet 40% filed separately with the Commission. (v) (***) MCI WORLDCOM pursuant to the CSA which (***) with the terms and conditions of the first term's commitment by the end of the first 9 months of that first term and 40% of the second term's commitment by the end of the first nine months of the second term (hereafter referred to as the "Interim Term Targets"). It is understood that the initial period referred to with respect to the interim and annual purchase commitments will be for 15 months and will commence as of January 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has in the Territory identified in Section 1.2.. Distributor shall pay a one time compensation fee to CryoCath for the transferred accounts on January 1, 2005 an amount equal to ** Throughout the term of this Agreement, if Distributor fails to purchase Distributor's Purchase Commitment at any time or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, be terminated or may automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Distributor) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments for the second twelve-month period are to be negotiated mutually between the parties 6 months prior to the expiration of the First Twelve Month Period such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of this Agreement, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafterCSA.

Purchase Commitment. In addition 3.1. Subject to MCI’s material compliance with this Agreement as set forth in Section 3.3, AOL will purchase the Services from MCI as follows: (i) From January 1, 2004 through December 31, 2004, AOL will have a minimum annual revenue commitment of two hundred two million seven hundred fifty-six thousand eight hundred dollars ($202,756,800.00) (the “2004 Purchase Commitment”). (ii) From January 1, 2005 through December 31, 2005, AOL will purchase from MCI a minimum annual aggregate of twenty percent (20%) of the Total AOL Dial-up Service Hours (the “2005 Market Share Commitment”) at the corresponding prices set forth in Section 4.1(i). For the avoidance of doubt, the 2005 Market Share Commitment shall only be measured annually, not monthly and AOL is not obligated to maintain a monthly market share commitment. (iii) From January 1, 2006 through December 31, 2006, AOL will purchase from MCI a minimum of twenty-five percent (25%) of Total AOL Dial-up Service Hours (the “2006 Market Share Commitment”) at the corresponding prices set forth in Section 4.1(i). For the avoidance of doubt, the 2006 Market Share Commitment shall only be measured annually, not monthly and AOL is not obligated to maintain a monthly market share commitment. 3.2. Toll-Free Ports, as defined in Section 4.3, and toll-free usage shall not contribute toward the Purchase Commitments. 3.3. For the 2004 Purchase Commitment AOL will, subject to the commercially reasonable efforts commitment described hereinterms of this Agreement, Distributor hereby agrees owe MCI no less than an amount equal to purchase from CryoCath two hundred two million seven hundred fifty-six thousand eight hundred dollars ("$202,756,800.00). For 2005 and 2006, under each Purchase Commitment", AOL will, subject to the terms of this Agreement, owe MCI no less than an amount equal to the sum of the Purchase Commitment for applicable Measurement Period multiplied by the applicable tiered Port Price. In the event AOL does Network Services Agreement 2 AOL/MCI Confidential not satisfy the Purchase Commitment for the applicable Measurement Period, then MCI may invoice AOL for an additional fee in an amount equal to one hundred percent (100%) of the difference between the aggregate invoiced amounts and the Purchase Commitment for that year (“Take or Pay Remedy”). MCI shall provide AOL with an invoice for this Take or Pay Remedy within ninety (90) days of the end of each renewal calendar year, and AOL shall pay the full amount, less any amounts disputed in good faith, within thirty (30) days of receipt of such invoice. The parties agree that this Take or Pay Remedy shall be adjusted (i) to the extent that AOL is entitled to reduce its Purchase Commitment or to receive credits from MCI under the terms of this Agreement, and (ii) in a year term thereafterin which AOL is unable to meet its Purchase Commitment due to material breaches of this Agreement by MCI. 3.4. Any purchase by AOL of Dial-Up Access Services in the United States from MCI, or any Affiliate of MCI (as well as purchases from any entity that (i) becomes an Affiliate of MCI after execution of the dollar value in Products set forth on Agreement and that (ii) are made after such entity becomes an Affiliate of MCI) shall contribute toward AOL’s satisfaction of the Purchase Commitment, Exhibit C. Distributor must meet except that purchases pursuant to a separate agreement between AOL and MCI, or any Affiliate of MCI, for dial-up access services in the annual United States shall neither contribute towards, nor be subject to, the Purchase Commitments at Commitment; provided, however, that the end purchases of each twelvedial-month term and must meet 40% up access hours in the United States in accordance with the CSI Agreement (as defined in Section 13) shall contribute towards AOL’s satisfaction of the first term's commitment by the end of the first 9 months of that first term and 40% of the second term's commitment by the end of the first nine months of the second term (hereafter referred to as the "Interim Term Targets"). It is understood that the initial period referred to with respect to the interim and annual purchase commitments will be for 15 months and will commence as of January 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has in the Territory identified in Section 1.2.. Distributor shall pay a one time compensation fee to CryoCath for the transferred accounts on January 1, 2005 an amount equal to ** Throughout the term of this Agreement, if Distributor fails to purchase Distributor's Purchase Commitment at any time or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, be terminated or may automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Distributor) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments for the second twelve-month period are to be negotiated mutually between the parties 6 months prior to the expiration of the First Twelve Month Period such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of this Agreement, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafter.

Purchase Commitment. In addition Pursuant to section 4.3 of the Agreement, “during each [**] month period during the Term of this Agreement, Schein shall purchase from MDS, by way of valid Delivery Orders (as hereinafter defined) only, not less than [**] pairs of MDS BTL and [**] each-equivalents of MDS AVF (the “Purchase Commitment. The failure of Schein to order the minimum quantities of the Purchase Commitments shall be a material breach of this Agreement, and shall entitle MDS to terminate this Agreement pursuant to Section 14.1 hereof and to seek any and all other remedies provided for in this Agreement.” Totals Purchase Commitment Additional Discount: Pursuant to section 6.5 of the Agreement, “Schein will qualify for an additional [**]% discount (“Additional Discount”) from MDS, provided their Net Purchases (as hereinafter defined) from MDS are greater than $[**] over the most recent [**]-month period. If Schein does qualify for such Additional Discount, the Additional Discount will be calculated at the conclusion of the calendar quarter, and shall be credited to Schein within [**] days of the end of the calendar quarter. Net Purchases are equal to the commercially reasonable efforts commitment described hereindollar amount invoiced by MDS to Schein, Distributor hereby agrees less all credits and discounts, including but not limited to purchase from CryoCath all product returns, [**] and quick-pay discounts.” The following are Schein’s Net Purchases over the [**]-month period ending ___/___/___: Totals Requirement N/X X/X X/X X/X X/X $ [**] Obsolete or Excess Inventory: Pursuant to section 8.9 of the Agreement, “To the degree that Schein has Obsolete Inventory or Excess Inventory ("Purchase Commitment"as hereinafter defined) and Schein advises MDS of such Product inventory, Schein and MDS will make reasonable cooperative efforts to transfer to other MDS Contract Distributors; return to MDS; or promote to Schein’s customers at a reduced price. Products that are no longer sold by MDS as a Code or specification (“Obsolete Inventory”) or Products considered by Schein to be at inventory levels greater than sales projections (“Excess Inventory”) may be requested for each renewal year term thereafterreturn to MDS, up to a maximum of [**]% of the dollar value in Products set forth rolling [**] months Sales from MDS to Schein, as measured on the Purchase Commitment, Exhibit C. Distributor must meet the annual Purchase Commitments a pro rata basis at the end of each twelve-month term and must meet 40% of calendar quarter during the first term's commitment by the end of the first 9 months of that first term and 40% of the second term's commitment by the end of the first nine months of the second term (hereafter referred to as the "Interim Term Targets"). It is understood that the initial period referred to with respect to the interim and annual purchase commitments will be for 15 months and will commence as of January 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has in the Territory identified in Section 1.2.. Distributor shall pay a one time compensation fee to CryoCath for the transferred accounts on January 1, 2005 an amount equal to ** Throughout the term of this Agreement, if Distributor fails to purchase Distributor's Purchase Commitment at or $[**] per calendar quarter, whichever is greater, (“Quarterly Credit”) without carryover of such Quarterly Credit, provided that any time or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, be terminated or may automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Distributor) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. such Products returned to CryoCath MDS are no older than [**] months after Sterilization Date.” The following are MDS’ Sales to Schein over the past 12 months, by quarter: Quarter Sales Q_ ____ Q_ ____ Q_ ____ Q_ ____ Totals [**]% of Sales [**]% of Sales, pro-rata Fixed amount per quarter $ [**] Amount submitted by Schein for reason other than Product defect shall return (Q_ ____) Amount agreed to for return (Q_ ____) Excess not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments allowed for the second twelve-month period are to be negotiated mutually between the parties 6 months prior to the expiration of the First Twelve Month Period such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of this Agreementreturn, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet the Interim Term Targets(Q_ ____) Thank you for your attention, Distributor's appointment may at CryoCath's optionSincerely, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafter.Mxxxxxx Imperial Senior Vice President Medisystems Corporation

Purchase Commitment. 3.1 Subject to the terms and conditions hereof, COMPANY agrees to purchase on a take-or-pay basis from NextWave a minimum of Five Billion (5,000,000,000) minutes of Full Mobility Service during the Term in all of the BTAs in which NextWave has a License (the "Commitment"). 3.2 Subject to the system performance criteria and technical standards detailed in ATTACHMENTS D AND E, respectively and NextWave's build-out conditions detailed in SECTION 11.3, COMPANY shall purchase at least 5% of its Commitment (the "Initial Purchase Commitment") within the three (3) year period following the date NextWave first offers Full Mobility Service on a commercial basis in a NextWave BTA ("Commercial Service Date") and 25% of its Commitment (the "Secondary Purchase Commitment") within the five (5) year period following the Commercial Service Date. In the event COMPANY fails to satisfy the Initial Purchase Commitment by the third anniversary of the Commercial Service Date (the "Third Anniversary Date"), COMPANY shall remit to NextWave, within five (5) business days thereof, an amount in cash equal to the difference between the Initial Purchase Commitment and the actual number of minutes of Full Mobility Service purchased by COMPANY prior to the Third Anniversary Date multiplied by the then applicable purchase price per minute being charged to COMPANY in accordance with SECTION 4.1 hereof. In the event COMPANY fails to satisfy the Secondary Purchase Commitment by the fifth anniversary of the Commercial Service Date (the "Fifth Anniversary Date"), COMPANY shall remit to NextWave, within five (5) business days thereof, an amount in cash equal to the difference between the Secondary Purchase Commitment and the actual number of minutes of Full Mobility Service purchased by COMPANY prior to the Fifth Anniversary Date multiplied by the then applicable purchase price per minute being charged to COMPANY in accordance with SECTION 4.1 hereof. In the event COMPANY fails to purchase one hundred percent (100%) of the Commitment prior to the tenth anniversary of the Commercial Service Date (the "Tenth Anniversary Date"), COMPANY shall remit to NextWave, within five (5) business days thereof, an amount in cash equal to the difference between the Commitment and the actual number of minutes of Full Mobility Service purchased by COMPANY prior to the Tenth Anniversary Date multiplied by the then applicable purchase price per minute being charged to COMPANY in accordance with SECTION 4.1 hereof. 3.3 In addition to the commercially reasonable efforts commitment described herein, Distributor hereby agrees amount of any purchase price to purchase from CryoCath ("Purchase Commitment") and for each renewal year term thereafter, the dollar value in Products set forth on the Purchase Commitment, Exhibit C. Distributor must meet the annual Purchase Commitments at the end of each twelve-month term and must meet 40% of the first term's commitment be paid by the end of the first 9 months of that first term and 40% of the second term's commitment by the end of the first nine months of the second term (hereafter referred to as the "Interim Term Targets"). It is understood that the initial period referred to with respect to the interim and annual purchase commitments will be for 15 months and will commence as of January 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has in the Territory identified in Section 1.2.. Distributor shall pay a one time compensation fee to CryoCath for the transferred accounts on January 1, 2005 an amount equal to ** Throughout the term of COMPANY under this Agreement, if Distributor fails COMPANY agrees to purchase Distributor's Purchase Commitment at any time or meet the Interim Term Targetspay to NextWave, Distributor's appointment may at CryoCath's option, be terminated or may automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Distributor) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly NextWave will in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments for the second twelve-month period are to be negotiated mutually between the parties 6 months prior to the expiration of the First Twelve Month Period such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of this Agreement, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafter.turn regularly

Purchase Commitment. In addition to the commercially reasonable efforts commitment described herein(i) Each Purchaser, Distributor hereby severally and not jointly, agrees to purchase from CryoCath ("the Company, and the Company hereby agrees to sell to each Purchaser, at the Subscription Price, Unsubscribed Shares in an amount up to such Purchaser’s Purchase Commitment") Commitment free and clear of all liens and encumbrances. The failure by one Purchaser to purchase, for each renewal year term thereafterany reason, the dollar value Shares specified in Products set forth on the Purchase Commitment, Exhibit C. Distributor must meet the annual Purchase Commitments at the end of each twelve-month term and must meet 40% of the first term's commitment by the end of the first 9 months of that first term and 40% of the second term's commitment by the end of the first nine months of the second term (hereafter referred to as the "Interim Term Targets"). It is understood that the initial period referred to this Agreement with respect to such Purchaser shall create no obligation on any other Purchaser to purchase such Shares. To the interim and annual purchase commitments will be for 15 months and will commence extent any Purchaser is a shareholder of the Company as of January 1the Record Date and is distributed Rights pursuant to the Rights Offering, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 such Purchaser may satisfy all or any portion of its Purchase Commitment hereunder by exercising its Subscription Privilege and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has purchasing New Shares in the Territory identified Rights Offering. (ii) Each Purchaser hereby agrees with the Company that it is the intent of such parties that such Purchaser, by virtue of acting hereunder, should not be deemed an “underwriter” within the definition of Section 2(a)(11) of the Securities Act or deemed to be engaged in broker-dealer activity requiring registration under Section 1.2.. Distributor 15 of the Exchange Act, and such Purchaser and the Company shall pay in the fulfillment of their obligations hereunder act in accordance with this mutual understanding. (iii) As soon as practicable, and in any event no later than 12:00 p.m. New York time on the third Business Day immediately following the Rights Offering Expiration Date, the Company shall give each Purchaser a one time compensation fee written certification from an executive officer of the Company of the number of New Shares elected to CryoCath for be purchased by Eligible Holders pursuant to validly exercised Rights, the transferred accounts on January 1, 2005 an amount equal to ** Throughout number of Unsubscribed Shares and the term portion of this Agreement, if Distributor fails such Unsubscribed Shares that each Purchaser is required to purchase Distributor's (a “Purchase Commitment at any time or meet Notice”). The Purchasers will purchase, and the Interim Term TargetsCompany will sell, Distributor's appointment may at CryoCath's option, be terminated or may automatically become non-exclusive for the remaining term number of this Agreement subject to a 30-day cure periodUnsubscribed Shares that is listed in the Purchase Notice, without prejudice to CryoCath's other the rights under this Agreement of the Purchasers or the Company to seek later an upward or downward adjustment if the number of Unsubscribed Shares in such Purchase Notice is inaccurate. (including iv) Upon the prior written consent of the Company, each Purchaser shall have the right to terminate this Agreement upon arrange for one or more unaffiliated third parties (each, a “Third Party Purchaser”) to acquire Shares otherwise issuable to such Purchaser hereunder, by written notice to Distributorthe Company at least two (2) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments for the second twelve-month period are to be negotiated mutually between the parties 6 months Business Days prior to the expiration Closing Date, which notice shall be signed by such Purchaser and each Third Party Purchaser, and shall contain a confirmation by the Third Party Purchaser of the First Twelve Month Period accuracy with respect to it of the representations set forth in Section 4. In no event will any such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of arrangement relieve such Purchaser from its obligations under this Agreement, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafter.

Purchase Commitment. In addition (a) SELLER agrees to make commercially available to CUSTOMER SELLER's Open Enhanced Application Platform, System Software, and OnPoint Messaging, in accordance with the commercially reasonable efforts commitment described hereinmilestones, Distributor hereby specifications and other requirements set out in Attachment A to this Amendment. CUSTOMER agrees to purchase from CryoCath SELLER in the aggregate amount of fifty million dollars ("Purchase Commitment"$50,000,000.00) and for each renewal year term thereafter, of SELLER's PRODUCT(S) and/or related services during the dollar value in Products set forth on the Purchase Commitment, Exhibit C. Distributor must meet the annual Purchase Commitments at the end of each twelve-month term and must meet 40% of the first term's commitment by the end of the first 9 months of that first term and 40% of the second term's commitment by the end of the first nine months of the second term (hereafter referred to as the "Interim Term Targets"). It is understood that the initial period referred to with respect to the interim and annual purchase commitments will be for 15 months and will commence as of January from October 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has in the Territory identified in Section 1.2.. Distributor shall pay a one time compensation fee to CryoCath for the transferred accounts on January 1, 2005 an amount equal to ** Throughout the term of this Agreement, if Distributor fails to purchase Distributor's Purchase Commitment at any time or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, be terminated or may automatically become non-exclusive for 1997 through the remaining term of this Agreement subject (the "Purchase Commitment"). (b) If SELLER does not accomplish the development substantially in accordance with the milestones set out in Attachment A, and does not meet the milestones on time, with the commercial availability to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Distributor) and CryoCath may appoint one or more additional agents or Distributors for sale CUSTOMER of the Products or solicit orders for platform, software and OnPoint Messaging that meets CUSTOMER's acceptance and standardization criteria, by the Products directly final milestone date set out in Attachment A, CUSTOMER may exercise the Territory for option not to be bound by the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments for If SELLER does not meet an interim milestone, no later than five (5) business days after the second twelve-month period are to be negotiated mutually between failed milestone date, CUSTOMER shall give SELLER written notice setting out the parties 6 months prior to the expiration nature of the First Twelve Month Period such that ** Purchase Commitments will failure, or the milestone shall be adjusted as new jurisdictions are added during deemed to have been met. SELLER shall have ten business (10) days from receipt of the term of notice to cure the failure. If the failure is not cured within this agreement. Throughout time, CUSTOMER may terminate the term of this Agreement, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet by giving SELLER written notice. If the Interim Term Targetsfailure is cured within this time, Distributor's appointment may at CryoCath's option, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon CUSTOMER shall give SELLER written notice confirming the cure. Unless otherwise agreed in writing, the days consumed to Agentcure a failure shall not result in changes to subsequent milestone dates, which shall remain in effect as stated in Attachment A. (c) and CryoCath may appoint one or more additional agents or Distributors for sale SELLER's timely performance of the Products or solicit orders final milestone for commercial availability of the Products directly Open Enhanced Application Platform, System Software, and OnPoint Messaging, as set out in the Territory for the remaining term of this Agreement. Products returned Attachment A, is a condition precedent to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Customers Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed , unless waived in writing by CUSTOMER. If SELLER does not meet this final milestone, CUSTOMER may terminate the Manufacturer Purchase Commitment, including the minimum purchase commitment in Section 4(d) of this Amendment (if any), by giving SELLER written notice within thirty (30) days of the date for performance of the final milestone. (d) If SELLER meets all of the milestones in Attachment A specified to be completed by the end of 1998, CUSTOMER agrees to purchase a minimum of Fifteen Million Dollars ($15,000,000) in SELLER's products and/or related services from SELLER during the period beginning October 1, 1997, through and including December 31, 1998, and said purchase shall be applied towards the Fifty Million Dollar ($50,000,000) aggregate Purchase Commitment. (e) The milestones can only be changed by mutual written agreement between SELLER and CUSTOMER. CUSTOMER may request modifications to deliverables set out in Attachment A. Such request must be made in writing. Upon receipt of such request, SELLER shall notify CUSTOMER in writing prior to starting work on the commencement requested modification that SELLER is capable of year 2 performing the modification and similarly that additional time may be required to complete said modification. If the parties mutually agree in writing to the delay the date(s) set out in Attachment A for each renewal SELLER's delivery of the deliverable to make CUSTOMER's requested modification, then SELLER shall be excused for the time period thereafterset out in the mutual agreement and CUSTOMER will otherwise honor its Purchase Commitment. (f) SELLER agrees that, except for the specific functions assigned to CUSTOMER in Attachment A, SELLER is not relying on participation by CUSTOMER in order for SELLER to meet the milestones set out in Attachment A. Nevertheless, if SELLER's performance of the requirements set out in Attachment A is dependent upon CUSTOMER or a CUSTOMER contractor or supplier, and if CUSTOMER or CUSTOMER's contractor or supplier fails to perform and such failure proximately causes SELLER to fail to timely deliver, then SELLER shall be excused for the time period of the delay and CUSTOMER will otherwise honor its purchase obligations. SELLER commits that it has sufficient control over all of SELLER's subcontractors to meet the milestones, and agrees that a failure of a subcontractor of SELLER to perform shall not excuse SELLER from meeting the milestones. (g) If CUSTOMER terminates the Purchase Commitment, SELLER nevertheless agrees to use Its best efforts to support all of the platform acquired and implemented by CUSTOMER. Termination of the Purchase Commitment does not alter CUSTOMER's rights to purchase the platform and related products under this Agreement.

Purchase Commitment. (a) During the Term of this Agreement, DVA shall purchase BLOOD TUBING PRODUCTS (as identified and defined on Schedule A) from DVA’s chosen MDS CONTRACT DISTRIBUTOR (as identified on Schedule C) sufficient to fulfill at least [**] percent ([**]%) of DVA’s total blood tubing set usage (in pairs) in DVA-owned facilities, including inventory needs, but not including [**] unless and until DVA elects by [**] days written notification to MDS, which notification shall be given by DVA upon the earlier of (X) [**] or (Y) the date on which such acquired facility has used up its inventory of blood tubing products (the “BLOODLINE COMMITMENT”). The foregoing BLOODLINE COMMITMENT shall go into effect commencing three (3) months after the Effective Date of this Agreement (with the first three months constituting a “grace period”). (b) MDS may audit such annual compliance, at its sole cost and expense, by a third party accounting firm reasonably acceptable to DVA and with confidentiality requirements acceptable to DVA, during normal business hours and upon at least [**] business days notice to DVA. If during each [**] month period during the Term of this Agreement DVA [**], DVA shall [**] not so purchased during [**] period (but this provision shall not apply with respect to the “grace period”), and, except for this provision and the terms of section 1.4 below, MDS shall not be entitled to any other damages or remedy whatsoever. Any such payment by DVA to MDS shall be made within [**] days of the anniversary of this Agreement. (c) MDS acknowledges that DVA’s total usage for BLOOD TUBING PRODUCTS is currently forecast to be no less than [**] pair/month, from and after the grace period referenced above. MDS and DVA acknowledge that the foregoing forecast is non-binding and is being provided only to assist MDS in determining whether it can meet DVA’s needs. DVA shall provide MDS [**] forecasts on a code by code basis, which DVA will use its best commercially reasonable efforts to make as accurate as possible no later than [**] days prior to the beginning of each [**]. (a) During the Term of this Agreement, DVA shall purchase AVF NEEDLE SETS (as identified and defined on Schedule A) from DVA’s chosen MDS CONTRACT DISTRIBUTOR sufficient to fulfill at least [**] percent ([**]%) of DVA’s total AVF set usage (in each equivalents) in DVA-owned facilities, including inventory needs, but not including [**] unless and until DVA elects by [**] days written notification to MDS, which notification shall be given by DVA upon the earlier of (X) [**] or (Y) the date on which such acquired facility has used up its inventory of AVF products (the “AVF COMMITMENT”). The foregoing AVF COMMITMENT shall go into effect commencing three (3) months after the Effective Date of this Agreement (with the first three months constituting a “grace period”), (b) MDS may audit such annual compliance, at its sole cost and expense, by a third party accounting firm reasonably acceptable to DVA and with confidentiality requirements acceptable to DVA, during normal business hours and upon at least [**] business days notice to DVA. If during each [**] period during the Term of this Agreement DVA [**], DVA shall [**] not so purchased during [**] period (but this provision shall not apply with respect to the “grace period”), and, except for this provision and the terms of section 1.4 below, MDS shall not be entitled to any other damages or remedy whatsoever. Any such payment by DVA to MDS shall be made within [**] days of each anniversary of this Agreement. (b) MDS acknowledges that DVA’s total usage for AVF NEEDLE SETS is currently forecast to be no less than [**] eachcs/month, from and after the grace period referenced above. MDS and DVA acknowledge that the foregoing forecast is non-binding and is being provided only to assist MDS in determining whether it can meet DVA’s needs. DVA shall provide MDS with [**] forecasts on a code by code basis, which DVA will use its best commercially reasonable efforts to make as accurate as possible no later than [**] days prior to the beginning of each [**]. (a) DVA makes no commitment to purchase any particular unit volume of antistick needle/connectors from MDS (defined as the “MEDIC” on Schedule A) during the Term of this Agreement, or any particular percentage of its requirements for antistick needle/connectors, but DVA shall submit a rolling non-binding forecast to MDS regarding its estimated [**] months’ future orders to its MDS CONTRACT DISTRIBUTOR for MEDIC, for MDS’ production planning purposes. At any time during the Term of this Agreement DVA may commit to MDS upon [**] days written notice to a minimum annual volume of MEDIC purchases for the remainder of the Term of this Agreement (a “MEDIC COMMITMENT”) which shall qualify for special pricing as hereinafter described. (a) Only if DVA makes the foregoing MEDIC COMMITMENT, MDS may audit such annual compliance by a third party accounting firm reasonably acceptable to DVA and with confidentiality requirements acceptable to DVA. If during each such commitment period during the Term of this Agreement DVA, [**] DVA shall [**] not so purchased during each such commitment period, and MDS shall not be entitled to any other damages or remedy whatsoever. Any such payment by DVA to MDS shall be made within [**] days of each anniversary of this Agreement. 1.4 In addition to the commercially reasonable efforts liquidated damages provided for above, in the event that DVA fails to meet its annual commitment described herein, Distributor hereby agrees to purchase from CryoCath ("Purchase Commitment") and for each renewal year term thereaftereither BLOOD TUBING PRODUCTS or AVF NEEDLE SETS, the dollar value in Products [**], as the case may be) set forth on the Purchase Commitment, Exhibit C. Distributor must meet the annual Purchase Commitments at the end of each twelve-month term and must meet 40% of the first term's commitment by the end of the first 9 months of that first term and 40% of the second term's commitment by the end of the first nine months of the second term (hereafter referred to as the "Interim Term Targets"). It is understood that the initial period referred to with respect to the interim and annual purchase commitments will in Schedule B shall be for 15 months and will commence as of January 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has in the Territory identified in Section 1.2.. Distributor shall pay a one time compensation fee to CryoCath for the transferred accounts on January 1, 2005 an amount equal to [** Throughout the term of this Agreement, if Distributor fails to purchase Distributor's Purchase Commitment at any time or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, be terminated or may automatically become non-exclusive *] for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Distributor) and CryoCath may appoint one or more additional agents or Distributors for sale Term of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments for the second twelve-month period are to be negotiated mutually between the parties 6 months prior to the expiration of the First Twelve Month Period such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of this Agreement, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafter.

Purchase Commitment. 3.1 Subject to the terms and conditions hereof, NextWave agrees to provide Full Mobility Service MOUs for resale and COMPANY agrees to purchase on a [REDACTED] basis from NextWave a minimum of [REDACTED] ([REDACTED]) of Full Mobility Service during the Term in all of the BTAs in which NextWave has a license (the "Commitment"). 3.2 Subject to the quality provisions detailed in Attachments D and E and NextWave's build out conditions detailed in Section 11.3, COMPANY shall purchase at least REDACTED % of its Commitment within the REDACTED period following the date NextWave first offers Full Mobility Service on a commercial basis in a NextWave BTA ("Commercial Service Date") and [REDACTED]% of its Commitment within the [REDACTED] period following the Commercial Service Date. In the event COMPANY fails to satisfy the Initial Purchase Commitment by the [REDACTED] anniversary of the Commercial Service Date (the "[REDACTED] Anniversary Date"), COMPANY shall remit to NextWave, within five (5) business days thereof, an amount in cash equal to the difference between the Initial Purchase Commitment and the actual number of minutes of Full Mobility Service purchased by COMPANY prior to the [REDACTED] Anniversary Date multiplied by the then applicable purchase price per minute being charged to COMPANY in accordance with Section 4.1 hereof. In the event COMPANY fails to satisfy the Secondary Purchase Commitment by the [REDACTED] anniversary of the Commercial Service Date (the "[REDACTED] Anniversary Date"), COMPANY shall remit to NextWave, within five (5) business days thereof, an amount in cash equal to the difference between the Secondary Purchase Commitment and the actual number of minutes of Full Mobility Service purchased by COMPANY prior to the [REDACTED] Anniversary Date multiplied by the then applicable purchase price per minute being charged to COMPANY in accordance with Section 4.1 hereof. In the event COMPANY fails to purchase one hundred percent (100%) of the Commitment prior to the tenth anniversary of the Commercial Service Date (the "Tenth Anniversary Date"), COMPANY shall remit to NextWave, within five (5) business days thereof, an amount in cash equal to the difference between the Commitment and the actual number of minutes of Full Mobility Service purchased by COMPANY prior to the Tenth Anniversary Date multiplied by the then applicable purchase price per minute being charged to COMPANY in accordance with Section 4.1 hereof. NextWave Confidential and Proprietary 7 CONFIDENTIAL TREATMENT REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE COMMISSION. 3.3 In addition to the commercially reasonable efforts commitment described herein, Distributor hereby agrees amount of any purchase price to purchase from CryoCath ("Purchase Commitment") and for each renewal year term thereafter, the dollar value in Products set forth on the Purchase Commitment, Exhibit C. Distributor must meet the annual Purchase Commitments at the end of each twelve-month term and must meet 40% of the first term's commitment be paid by the end of the first 9 months of that first term and 40% of the second term's commitment by the end of the first nine months of the second term (hereafter referred to as the "Interim Term Targets"). It is understood that the initial period referred to with respect to the interim and annual purchase commitments will be for 15 months and will commence as of January 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has in the Territory identified in Section 1.2.. Distributor shall pay a one time compensation fee to CryoCath for the transferred accounts on January 1, 2005 an amount equal to ** Throughout the term of COMPANY under this Agreement, COMPANY agrees to pay to NextWave, and NextWave will in turn regularly remit to a third party escrow agent designated by NextWave, the amount of [REDACTED] ($ REDACTED) (the "Escrow Payment") for the first [REDACTED] (REDACTED) used by COMPANY under this Agreement to ensure the purchase of the full Commitment by COMPANY. NextWave will include such Escrow Payment on its regular invoices to COMPANY for billable MOUs. If and when COMPANY purchases and NextWave receives all payments for the full Commitment, then the aggregate amount of the Escrow Payments in escrow, together with accrued interest, if Distributor any, less the reasonable costs of the escrow agent, shall be promptly returned to COMPANY. If COMPANY fails to purchase Distributor's Purchase the full Commitment at any within the time required by this Agreement, or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, be if this Agreement expires or is otherwise terminated or may automatically become non-exclusive (other than for the remaining term convenience of or breach by NextWave) prior to COMPANY's purchase of the full Commitment, then the aggregate amount of the Escrow Payment held in escrow, together with accrued interest, if any, shall be permanently retained by NextWave. Nothing contained herein shall release COMPANY from its obligations under Section 3.2 of this Agreement subject to a 30-day cure periodnor shall it limit NextWave's remedies, without prejudice to CryoCath's other rights or relief under this Agreement (including the right to terminate this Agreement upon written notice to Distributor) and CryoCath may appoint one or more additional agents at law or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments for the second twelve-month period are to be negotiated mutually between the parties 6 months prior to the expiration of the First Twelve Month Period such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of this Agreement, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafterequity.

Purchase Commitment. In addition Vital Images shall ship to Reseller during the commercially reasonable efforts commitment described hereinTerm of this Agreement such Products as are identified in the purchase orders submitted by Reseller. Notwithstanding the foregoing, Distributor hereby agrees in the event Vital Images has not received purchase orders containing such minimum amount of Vitrea2(R) Systems units (or multi-application or multi-modality software similar to purchase from CryoCath Vitrea(R)) as is specified in Exhibit F attached hereto and incorporated herein (the "Purchase Commitment") and for each renewal year term thereafter, the dollar value in Products set forth on the Purchase Commitment, Exhibit C. Distributor must meet the annual Purchase Commitments at the end of each twelve-month term and must meet 40% of the first term's commitment by within fifteen (15) days prior to the end of the first 9 months applicable calendar quarter, Vital Images shall ship to Reseller within three (3) days prior to the end of that first term and 40% such calendar quarter an amount of units of the second term's commitment Vitrea2(R) System, as such System is described in Exhibit E, necessary for Reseller to meet the requirements of the Commitment and Reseller shall pay for such Products pursuant to the payment terms specified in Article 6. The Commitment may be adjusted for the period beginning after July 1, 2001 as mutually agreed to by Vital Images and Reseller. If the parties do not agree to any such adjustment, the Commitment and this Agreement shall continue unmodified through the end of the Term, unless sooner terminated pursuant to the provisions of Article 14 hereof. Quarterly Product purchases above the minimums set forth in the Commitment may be applied only to satisfy the next quarterly purchase commitment; provided, however, that aggregate purchases for Year 1, Year 2 and Year 3 as specified and defined in Exhibit F shall not be applied against the following year's purchase commitment, and purchases during the fourth (4th) quarter of one year may not be applied against the first nine months (1st) quarter of the second term following year's commitment. In the event Vital Images sells a Product directly to a customer and not through Reseller, Reseller shall receive credit for such sale in the event Reseller introduced the Product to such customer during the marketing of Reseller's products to such customer. Reseller shall receive credit for introducing the Product to a customer upon proof that: (hereafter referred to as the "Interim Term Targets"). It is understood that the initial period referred to with respect a) Vital Images and Reseller made a joint visit to the interim and annual purchase commitments will be for 15 months and will commence as of January 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer customer to Distributor as of January 1, 2005 all its existing demonstrate the Product; (b) A quote was provided to the customer accounts it has in the Territory identified in Section 1.2.. Distributor shall pay a one time compensation fee to CryoCath for the transferred accounts on January 1, 2005 an amount equal to ** Throughout the term of this Agreement, if Distributor fails to purchase Distributor's Purchase Commitment at any time or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, be terminated or may automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Distributor) and CryoCath may appoint one or more additional agents or Distributors for sale components of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall and Reseller's products; and (c) Such customer has not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments for the second twelve-month period are to be negotiated mutually between the parties 6 months been previously called upon by Vital Images within 60 days prior to the expiration of the First Twelve Month Period such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of this Agreement, if Distributor fails at any time to purchase DistributorReseller's Purchase Commitment or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafterquote.

Purchase Commitment. 3.1 Subject to the terms and conditions hereof, COMPANY agrees to purchase on a take-or-pay basis from NextWave a minimum of Five Billion (5,000,000,000) minutes of Full Mobility Service during the Term in all of the BTAs in which NextWave has a license (the "Commitment"). 3.2 Subject to the service quality provisions specified in ATTACHMENTS D AND E and NextWave's build out conditions specified in SECTION 11.3, COMPANY shall purchase at least 5% of its Commitment (the "Initial Purchase Commitment") within the three (3) year period following the date NextWave first offers Full Mobility Service on a commercial basis in either NextWave's New York City or Los Angeles BTA ("Commercial Service Date") and 25% of its Commitment (the "Secondary Purchase Commitment") within the five (5) year period following the Commercial Service Date. In the event COMPANY fails to satisfy the Initial Purchase Commitment by the third anniversary of the Commercial Service Date (the "Third Anniversary Date"), COMPANY shall remit to NextWave, within five (5) business days thereof, an amount in cash equal to the difference between the Initial Purchase Commitment and the actual number of minutes of Full Mobility Service purchased by COMPANY prior to the Third Anniversary Date multiplied by the then applicable purchase price per minute being charged to COMPANY in accordance with SECTION 4.1 hereof. In the event COMPANY fails to satisfy the Secondary Purchase Commitment by the fifth anniversary of the Commercial Service Date (the "Fifth Anniversary Date"), COMPANY shall remit to NextWave, within five (5) business days thereof, an amount in cash equal to the difference between the Secondary Purchase Commitment and the actual number of minutes of Full Mobility Service purchased by COMPANY prior to the Fifth Anniversary Date multiplied by the then applicable purchase price per minute being charged to COMPANY in accordance with SECTION 4.1 hereof. In the event COMPANY fails to purchase one hundred percent (100%) of the Commitment prior to the tenth anniversary of the Commercial Service Date (the "Tenth Anniversary Date"), COMPANY shall remit to NextWave, within five (5) business days thereof, an amount in cash equal to the difference between the Commitment and the actual number of minutes of Full Mobility Service purchased by COMPANY prior to the Tenth Anniversary Date multiplied by the then applicable purchase price per minute being charged to COMPANY in accordance with SECTION 4.1 hereof. 3.3 In addition to the commercially reasonable efforts commitment described herein, Distributor hereby agrees amount of any purchase price to purchase from CryoCath ("Purchase Commitment") and for each renewal year term thereafter, the dollar value in Products set forth on the Purchase Commitment, Exhibit C. Distributor must meet the annual Purchase Commitments at the end of each twelve-month term and must meet 40% of the first term's commitment be paid by the end of the first 9 months of that first term and 40% of the second term's commitment by the end of the first nine months of the second term (hereafter referred to as the "Interim Term Targets"). It is understood that the initial period referred to with respect to the interim and annual purchase commitments will be for 15 months and will commence as of January 1, 2005. Subsequent periods will be for twelve months commencing on April 1, 2006 and April 1 each year thereafter. CryoCath shall transfer to Distributor as of January 1, 2005 all its existing customer accounts it has in the Territory identified in Section 1.2.. Distributor shall pay a one time compensation fee to CryoCath for the transferred accounts on January 1, 2005 an amount equal to ** Throughout the term of COMPANY under this Agreement, COMPANY agrees to pay to NextWave, and NextWave will in turn regularly remit to a third party escrow agent designated by NextWave, the amount of two cents ($0.02) per minute (the "Escrow Payment") for the first Four Billion (4,000,000,000) minutes used by COMPANY under this Agreement to ensure the purchase of the full Commitment by COMPANY. NextWave will include such Escrow Payment on its regular invoices to COMPANY for billable MOUs. If and when COMPANY purchases and NextWave receives all payments for the full Commitment, then the aggregate amount of the Escrow Payments in escrow, together with accrued interest, if Distributor any, less the reasonable costs of the escrow agent, shall be promptly returned to COMPANY. If COMPANY fails to purchase Distributor's Purchase the full Commitment at any within the time required by this Agreement, or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, be if this Agreement expires or is otherwise terminated or may automatically become non-exclusive (other than for the remaining term convenience of or breach by NextWave) prior to COMPANY's purchase of the full Commitment, then the aggregate amount of the Escrow Payment held in escrow, together with accrued interest, if any, shall be permanently retained by NextWave. Nothing contained herein shall release COMPANY from its obligations under SECTION 3.2 of this Agreement subject to a 30-day cure periodnor shall it limit NextWave's remedies, without prejudice to CryoCath's other rights or relief under this Agreement (including the right to terminate this Agreement upon written notice to Distributor) and CryoCath may appoint one or more additional agents at law or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreementequity. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. Purchase Commitments for the second twelve-month period are to be negotiated mutually between the parties 6 months prior to the expiration of the First Twelve Month Period such that ** Purchase Commitments will be adjusted as new jurisdictions are added during the term of this agreement. Throughout the term of this Agreement, if Distributor fails at any time to purchase Distributor's Purchase Commitment or meet the Interim Term Targets, Distributor's appointment may at CryoCath's option, automatically become non-exclusive for the remaining term of this Agreement subject to a 30-day cure period, without prejudice to CryoCath's other rights under this Agreement (including the right to terminate this Agreement upon written notice to Agent) and CryoCath may appoint one or more additional agents or Distributors for sale of the Products or solicit orders for the Products directly in the Territory for the remaining term of this Agreement. Products returned to CryoCath for reason other than Product defect shall not count towards the fulfillment of Distributor's relevant Purchase Commitment. The Purchase Commitment in year two of the term of this Agreement will be established by Manufacturer in consultation with Distributor after the third Contract Quarter and will be confirmed in writing by the Manufacturer prior to the commencement of year 2 and similarly for each renewal period thereafter."