CONFIDENTIAL TREATMENT EXHIBIT 10.25
[ISG LOGO]
December 29, 1998
Xx. Xxxxxx Xxxxxx
Vice President of Technology
Access Radiology Corporation
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Dear Xxxxxx:
This letter outlines the general terms and conditions around which ISG will
agree to provide the VRS 300 Workstation software to Access Radiology at a
reduced cost. This letter, upon your signature, will constitute an amendment to
the Reseller Agreement dated May 30, 1997. All other terms and conditions of
the Reseller Agreement shall continue to apply.
1) ACCESS will purchase [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] copies of the VRS 300
licensed work for a total cost of [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] A purchase
order must be received by December 31, 1998 for the full amount. ISG will
invoice ACCESS for the full amount, with payment terms of one quarter the total
amount due on the first day of each quarter of 1999 commencing January 1, 1999.
Access will make the VRS 300 software available as part of a larger product
offering. Access may, at ACCESS's option, during the calendar year of 1999
purchase and pay for additional copies of software for [*THE CONFIDENTIAL
PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.] per copy after the [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] copies have been
purchased.
2) Access agrees to assist ISG with obtaining and implementing Aware's wavelet
compression, and ISG plans to make it available for use on all products and
components developed and owned by ISG, including but not limited to the IAP
Tool Kit. Specifically, ACCESS will release AWARE, Inc. of competitive
restrictions on AWARE products (that are the sole property of AWARE, Inc.)
to ISG, so that ISG can use the AWARE.DLL and AWARE plug-ins in their
products as defined above. Furthermore:
i) ISG may ask Access to provide advice to ISG in matters relating to
ISG's obtaining FDA market clearance; although ACCESS in no way
warrants any specific legal expertise in FDA regulatory matters. If
appropriate, ACCESS will allow ISG to take advantage of the Access's
FDA clearance of the Aware Compression/Decompression solution through
either
CONFIDENTIAL TREATMENT
reference of substantial equivalence, or through re-packaging and re-
licensing of ACCESS software components.
ii) Access and ISG will work cooperatively in developing decompression
mechanisms that provide for optimal performance in receiving and
displaying compressed images.
iii) [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.]
3) Access also agrees to have the ISG name and logo included in conjunction
with the Access "Splash Screen," when the software is started. The
software copyrights will also make appropriate reference to ISG and contain
the ISG logo in the "About VR" window under the Help Menu. ISG requests
that a copy of the software be sent to ISG, so that ISG, can verify that
the correct information and logo are incorporated into the software before
it is shipped.
4) Access agrees to continue to promote the ISG workstation products in sales
to customers that have installed the VRS 300 and Access Servers.
5) ISG will provide Access with a method of accessing the ISG "Install Wizard"
to allow Access to modify the program to suit its specific installation
requirements. ISG acknowledges that ACCESS plans to provide VRS 300 (as a
part of an ACCESS solutions package) as software only, and plans to use the
Install Wizard to accomplish this. Further, ACCESS plans to run software on
operating systems certified by ISG, including Windows 95 and Windows NT.ISG
will work toward releasing the VRS 300 as quickly as possible under Windows
98.
6) The current implementation of the VR WIN suite of products does not support
different configuration for GDI and Diagnostic Quality (DICOM) printing. If
the print feature is enabled, both GDI (postscript) and DICOM printing are
available. For the purpose of this agreement:
a) Access Radiology may purchase as an option, on any VRS 300 license
covered by this agreement, the full print feature. Access must accept
legal responsibility for enforcing with their end users that the
software's additional print features, beyond postscript, are not
activated. If future ISG VR WIN releases separate the DICOM and the
postscript print features, the new version may be substituted for the
full version. The cost of this option is [*THE CONFIDENTIAL PORTION HAS
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.] per license.
B) [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.]
CONFIDENTIAL TREATMENT
7) ACCESS plans to add ACCESS developed application software to the ISG VRS
products to improve functionality as it relates to end-user workflow. To
accomplish this, ISG will support the VRS COM Interface Specification V3.0
for the VRS 300 product, as well as all other VRS Windows (non-UNIX) based
products, and will support the extensions and modifications of the
specification on future versions of the VRS product. In addition, ISG will
make reasonable efforts to modify the above interface Specification as
requirements and changes are specified by ACCESS. The VRS COM Interface (VR
Server/Broker) consist of a Development Tool Kit priced at [*THE
CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.] and run time licenses at [*THE
CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.] per license for the VRS 300 and [*THE
CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.] per license for all other VR WIN
models. The Development Tool Kit will be purchased as part of agreement and
the run time license can be purchased as an option at any time.
8) In addition, ACCESS plans to include additional applications (report
viewing and network diagnostics) available through the VRS 300 product.
Currently using the default configuration with the small toolbar there is
no way to access reports. This can be modified by changing the registry to
turn on the next size toolbar to get access to reports (this is because
changing to the next size toolbar brings up the study bar which is where
the report button is). This is not optimum. ISG will therefore add either a
report button to the toolbar and/or have report accessible from the menu
bars.
Please indicate your agreement to these general terms and conditions with your
signature below.
--------------------------------------------------------------------------------
Agreed to this 31st day of December 1998.
ISG TECHNOLOGIES INC. ACCESS RADIOLOGY CORPORATION
By: /s/ Xxxxxxx Xxxxxxxxxx By: /s/ Xxxxxx Xxxxxx
------------------------------ -------------------------------
Name: Xxxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxx
---------------------------- -----------------------------
Title: President & Chief Operating Title: Vice President of Technology
--------------------------- ----------------------------
Officer
CONFIDENTIAL TREATMENT
