EXHIBIT 2.4
EXHIBIT C
SALES AND MARKETING COOPERATION AGREEMENT
This Sales and Marketing Cooperation Agreement ("AGREEMENT") is entered
into on December 31, 2002, by and among Xxxxxxx Cardiology Systems, Inc., a
California corporation having its principal executive office in Bothell,
Washington ("XXXXXXX"), Spacelabs Medical, Inc., a California corporation having
its principal place of business in Redmond, Washington ("SPACELABS"), and
Spacelabs Xxxxxxx, Inc., a Delaware corporation having its principal place of
business in Deerfield, Wisconsin ("XXXXXXX") (collectively, the "PARTIES"). The
effective date of this Agreement shall be the Closing Date contemplated by the
Stock Purchase Agreement ("Stock Purchase Agreement") dated December 23, 2002
among Xxxxxxx, Spacelabs, Xxxxxxx and certain other parties (the "EFFECTIVE
DATE").
WHEREAS, Spacelabs is a company engaged in the business of developing,
manufacturing, marketing, selling and servicing patient monitoring, diagnostic
cardiology and clinical information systems products for use throughout the
healthcare industry directly and indirectly through its wholly-owned
subsidiaries;
WHEREAS, Xxxxxxx is in the business of developing, manufacturing,
marketing and servicing cardiology management systems, resting ECG, Xxxxxx and
stress testing devices, and other health related diagnostic products and
services for use in the primary care market; and the acute care (hospital)
markets;
WHEREAS, Xxxxxxx, is the parent company of Xxxxxxx and, in addition, is
engaged in the business of developing, manufacturing, marketing, selling and
servicing diagnostic cardiology products through its wholly owned subsidiary
Xxxxxxx, Inc.,
WHEREAS, the Parties wish to enter into this Agreement to provide for
the terms on which each of the Parties provide certain sales and marketing
cooperation and co-promotion services with the other;
NOW, THEREFORE, in consideration of the mutual promises as stated
herein and for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall have
the following meanings:
"AFFILIATES" means the parent company of a party hereto or a company
controlled by or under common control as such party.
"XXXXXXX PRODUCTS" shall mean the products designated by Xxxxxxx from
time to time Xxxxxxx and may include: Pyramis; Quest Stress System (including
Treadmill); Eclipse Plus Electrocardiograph; Eclipse 850 Electrocardiograph;
Eclipse LE II electrocardiograph; Vision Premier Xxxxxx System; Vision Xxxxxx
System; Cassette and Digital Xxxxxx Recorders, including improvements and
replacement products for or new products in the same categories as such
products).
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"CONFIDENTIAL INFORMATION" shall mean non-public information that the
disclosing party designates as being confidential or which, under the
circumstances surrounding disclosure, ought to be treated as confidential,
including without limitation, information relating to released or unreleased
products, the marketing or promotion of products, business policies or
practices, and information received from others that such party is obligated to
treat as confidential.
"XXXXXX SUPPLY PRODUCTS" shall mean Xxxxxxx'x Xxxxxx Monitor
products and related supplies, accessories currently being supplied by Xxxxxxx
to Spacelabs' Medical Data division, as well as any updates, upgrades,
modifications or successor products with respect thereto, including without
limitation the products listed on schedule 1 hereto.
"LANGUAGES" shall mean the languages used in the Territories and listed
on SCHEDULE 2, as it may be amended from time to time by the Parties.
"SPACELABS PRODUCTS" shall mean any products designated by Spacelabs
from time to time, based on, incorporating or built with any Spacelabs'
proprietary ECG bedside monitoring technology or its 12-lead modules, including
improvements and replacement products for or new products in the same categories
as such products.
"XXXXXXX PRODUCTS" shall mean products designated by Xxxxxxx from time
to time together with related documentation, spare parts, options, interfaces
and accessories.
"TERM" shall have the meaning set forth in Section 5.a. hereof.
"TERRITORIES" shall mean the Territories listed on SCHEDULE 3, as it
may be amended from time to time by the Parties.
2. JOINT XXXXXXX AND SPACELABS OBLIGATIONS.
a. PROMOTION. Without limiting each party's ability to
independently promote its own sales efforts, Xxxxxxx, Xxxxxxx and Spacelabs
agree to use commercially reasonable efforts to jointly promote the sale of
Spacelabs' 12-lead bedside ECG monitors together with Xxxxxxx Products and/or
Xxxxxxx'x Pyramis, or other future ECG data management systems in the
Territories and to use commercially reasonable efforts to jointly promote the
sale of Spacelabs Products and or Xxxxxxx Products together with Spacelabs
Products. Such promotion may include, but not be limited to creation and
distribution of product brochures, advertisements, trade shows and during
customer calls/demonstrations within the Territories.
b. MARKETING MATERIALS. During the Term, the Parties agree to
assist each other in the design, development, production and distribution of
promotional and marketing materials relating to Xxxxxxx Products, Xxxxxxx
Products, ECG data management technology and bedside monitoring generated
12-lead ECG reports. The marketing materials may specifically identify the
Parties' co-marketing relationship and shall describe how the Xxxxxxx Products,
Xxxxxxx Products and Spacelabs Products complement each other. Any third-party
costs and out of pocket expenses incurred by the Parties in connection with the
foregoing shall be borne by the
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preparing party. Each party may at its discretion prepare marketing materials
which may include the following:
(1) advertisements depicting Xxxxxxx Products, Spacelabs
ECG bedside monitors and Pyramis;
(2) tradeshow graphics to be used in each others booths
during key tradeshows (AHA, ESC, ACC, NASPE, AMMI, etc.); and
(3) such other materials mutually agreed by the Parties.
c. WEBSITE CONTENT. During the Term, the Parties agree to
publish marketing content their own respective external (Internet) and internal
(Intranet) web sites as they deem appropriate in furtherance of this agreement.
To the extent any such marketing materials relate to any products or services of
the other party or display any trademarks, copyrighted material or other
proprietary materials of the other party, each party will provide the other
party with a copy of the marketing content proposed to be published and obtain
the prior written consent of the other party prior to publishing such content on
the website. In addition, upon receipt of notice from the other party that the
information concerning such other party on the publishing party's web site must
be removed, the publishing party shall promptly comply with such request.
d. PRODUCT BROCHURES.
(1) The parties agree to provide to each other, in such
amounts as are reasonably requested from time to time by a party,
product brochures that have been prepared such party and that reference
the compatibility of the Parties' products, including the ability of
the Pyramis to acquire 12-Lead ECG data from Spacelabs bedside monitors
in the Languages, provided that each party shall have the right to
review and revise the brochure descriptions prepared by the other
party, to the extent that such brochure refer to or reflect upon such
reviewing party. The party requesting such brochures shall reimburse
the preparing party for the production costs of such product brochures
in an amount equal to [*]% ([*] percent) of the preparing party's out
of pocket cost.
(2) To facilitate a party's ability to present "whole
house solutions", the Parties agree to provide to the requesting party,
in such amounts as are reasonably requested from time to time, standard
brochures for the preparing party's Products, in the Languages. The
party requesting such brochures shall reimburse the preparing party for
the production costs of such product brochures in an amount equal to
[*]% ([*] percent) of the preparing party's out of pocket cost.
e. SALES SUPPORT. During the Term, in situations in which the
Parties have agreed that a joint sales call is appropriate, Xxxxxxx and/or
Xxxxxxx, as the case may be, shall support (with trained sales experts)
reasonably timed requests for joint sales calls, in the Territories, to present
bedside monitoring and any combination of any of the Xxxxxxx orBurdick Products
with any of the Spacelabs Products to potential or existing Spacelabs customers.
Xxxxxxx and
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Xxxxxxx shall use their commercially reasonable efforts to ensure that their
relevant employees and representatives are adequately trained and have
sufficient expertise to be able to represent and demonstrate the Xxxxxxx and
Xxxxxxx Products and their interrelation with the Spacelabs Products. During the
Term, in situations in which the Parties have agreed that a joint sales call is
appropriate, Spacelabs shall support (with trained sales experts) reasonably
timed requests for joint sales calls, in the Territories, to present bedside
monitoring and any combination of any of the Xxxxxxx or Xxxxxxx Products with
any of the Spacelabs Products to potential or existing Xxxxxxx or Xxxxxxx
customers. Spacelabs shall use its commercially reasonable efforts to ensure
that their relevant employees and representatives are adequately trained and
have sufficient expertise to be able to represent and demonstrate the Spacelabs
Products and their interrelation with the Xxxxxxx and/or Xxxxxxx Products.
f. PASS THROUGH SALES. In the event that, as a result of a joint
sales call, a customer in the Territories desires to purchase both
Xxxxxxx/Xxxxxxx Products and Spacelabs Products utilizing a single vendor
purchase order to be issued to Spacelabs, Spacelabs will collect the payment
from the customer and remit the funds to Xxxxxxx and Xxxxxxx on a "pass through"
basis, pursuant to the terms of this Agreement. Under such pass through
arrangement, (i) Xxxxxxx and/or Xxxxxxx shall provide customer quotations for
the applicable Xxxxxxx/Xxxxxxx Products to such Spacelabs customers who desire a
single purchase order ("PASS THROUGH QUOTES") and Spacelabs shall invoice such
Xxxxxxx/Xxxxxxx Products to the customer at the price stated in the Pass Through
Quotes; (ii) Xxxxxxx/Xxxxxxx shall sell such Xxxxxxx/Xxxxxxx Products to
customer and Spacelabs shall collect payment for such products in the amount of
the quoted price for such customer and remit such amount to Xxxxxxx/Xxxxxxx
within five days after its receipt by Spacelabs, less [*] percent ([*]%) to be
retained by Spacelabs as its commission, (iii) Xxxxxxx and Xxxxxxx shall be
solely responsible for all warranty and product liability claims with respect to
their products, (iv) Xxxxxxx and Xxxxxxx shall be solely obligated to provide
all implementation, in-service and ongoing clinical and service support for such
sales (but shall charge their then current prevailing rates for such services);
and (v) Spacelabs shall not make any other warranties, express or implied
regarding the Xxxxxxx/Xxxxxxx Products other than any warranties contained in
the Pass Through Quotation ("EXCESS REPRESENTATIONS"). Spacelabs shall be solely
responsible for any such Excess Representations or enlargement of any
Xxxxxxx/Xxxxxxx warranties made by Spacelabs to any customer with respect to
such Xxxxxxx/Xxxxxxx Products. Any Xxxxxxx Products and Xxxxxxx Products
purchased pursuant to this Section 2(f) will not be purchased by Spacelabs or
used by Spacelabs for any other purpose, including without limitation reverse
engineering or destructive testing.
g. PRODUCT OFFERINGS. Nothing contained herein shall be
interpreted or construed to require Xxxxxxx or Xxxxxxx to make available
hereunder, or continue to make available hereunder, any particular Xxxxxxx or
Xxxxxxx Product or version specific version thereof.
3. LIMITED TRADEMARK LICENSE. Each of Xxxxxxx, Spacelabs and Xxxxxxx
grants to the other party a revocable, royalty-free, non-exclusive,
non-assignable, non-transferable, license to use, in the Territories, those
tradenames, logos, trademarks and service marks specified by the party owning
such xxxx from time to time in writing (the "MARKS"), in accordance with the
provisions of this Section 3, for the sole and exclusive purposes of the
Parties' obligations under this Agreement, including without limitation the
production of marketing materials referenced in
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Section 2(b) above. This limited license shall automatically terminate, if not
revoked earlier, upon termination of the Term. Except as expressly provided in
this Section 4, nothing in this Agreement or in its performance, or that might
otherwise be implied by law, shall operate to grant either party any right,
title, interest or license in or to the other's names, logos, logotypes, trade
dress, designs, or other trademarks. Any and all goodwill accruing from the use
by a party of the other party's Xxxx will inure solely to the benefit of the
party that owns the Xxxx. Prior to distribution of any marketing or promotional
materials containing the Marks of the other party, other than simple use of the
Marks in customer quotations or lists of products being offered for sale, the
party preparing such materials shall provide the owner of the Marks with final
draft copies showing the intended use of the Marks for approval. The owner of
the Marks shall promptly review and approve or provide objections to the
proposed use. Approval is at the owner's discretion, but shall not be
unreasonably withheld or delayed. Each publication containing the Marks shall
include an ownership attribution in a form satisfactory to the owner of the
Xxxx.
4. NONEXCLUSIVE. Nothing in this Agreement is to be construed as creating
any exclusive relationship between the parties or otherwise limiting their
ability to enter into similar contractual or other arrangements with third
parties.
5. TERM AND TERMINATION.
a. TERM. The Term of this Agreement shall begin on the Effective
Date and shall continue in full force and effect for an initial term of one year
and shall thereafter continue in effect until terminated pursuant to Section
6.b. below.
b. TERMINATION.
(1) Either party may terminate this Agreement at any
time, without cause and without the intervention of the courts, on the
delivery of 90 days prior written notice. The terminating party shall
not be responsible to the other party for any costs or damages
resulting from the termination of this Agreement.
(2) Without limiting or waiving any other rights or
remedies that are available in law or equity, either party may
terminate this Agreement immediately for cause upon 30 days prior
written notice in the event the other party is in material breach of
this Agreement and fails to cure the material breach within the 30-day
period following notice. Any notice of default hereunder shall be
prominently labeled "NOTICE OF BREACH OF CONTRACT."
(3) Without limiting or waiving any other rights or
remedies that are available in law or equity, either party may
terminate this Agreement immediately, without prior written notice, in
the event of a material breach of the confidentiality provisions of
Section 7 or infringement of the party's intellectual property rights.
(4) Termination pursuant to this Section 5(b) shall not
affect the Parties' rights and obligations otherwise set forth herein
with respect to any products quoted by
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the non-terminating party prior to its receipt of notice of
termination, including any subsequent re-quoting of such quotes.
c. SURVIVAL. Sections 6 and 7 will survive expiration or
termination of this Agreement for any reason.
6. CONFIDENTIALITY. Spacelabs and Xxxxxxx intend to transfer and/or
exchange Confidential Information as may be necessary to accomplish the purposes
described in this Agreement. The terms and conditions of this Agreement shall be
deemed Confidential Information. Each party acknowledges and agrees that such
Confidential Information constitutes valuable trade secrets of the disclosing
party, and that it shall use such Confidential Information solely for the
purposes permitted herein, and shall not disclose such trade secrets, know-how
or other proprietary, non-public information to any third party, except where
appropriate steps have been taken to ensure that the confidentiality of such
information shall be preserved. Notwithstanding the foregoing, this paragraph
shall not apply to any information which (a) was known to the recipient prior to
disclosure by the discloser, (b) was obtained by the recipient from a separate
source not under any obligation to keep such information confidential, (c) was
independently developed by the recipient, or (d) became publicly available
through no fault or action of the recipient.
7. INDEMNIFICATION.
x. Xxxxxxx agrees to defend, indemnify and hold harmless Spacelabs
and its successors, assigns, officers, directors, partners and employees from
any and all third party actions, claims, demands, costs, liabilities, expenses
and damages, including reasonable attorneys' fees and expenses associated
therewith or with successfully establishing the right to indemnification
hereunder, to the extent that a third party claim arises out of or relates to
(1) any misrepresentation by Xxxxxxx or Xxxxxxx or any of their employees or
agents of any information or warranty relating to any Spacelabs Product, other
than information supplied by Spacelabs to Xxxxxxx or Xxxxxxx, contained in any
Spacelabs documentation, or contained in any co-marketing or co-promotion
materials expressly approved by Spacelabs, or (2) any infringement by Xxxxxxx or
Xxxxxxx or any of its officers, directors, partners, employees or agents or any
improvement or modification to any Xxxxxxx Product (including replacement
products or new products) made subsequent to the date of this Agreement of any
intellectual property rights of Spacelabs or any third party, (3) any personal
injury, death or property damage arising from the negligence or willful
misconduct of Xxxxxxx or Xxxxxxx or any of its employees, contractors or agents,
and (4) except to the extent associated with any breach of any representation or
warranty or other provision or any indemnification obligation of Spacelabs
pursuant to that certain Stock Purchase Agreement between, among others, Xxxxxxx
and Spacelabs, the purchase, possession, storage, operation, maintenance, use or
any application or function of any Xxxxxxx or Xxxxxxx Product.
b. Spacelabs agrees to defend, indemnify and hold harmless
Xxxxxxx and Xxxxxxx and their successors, assigns, officers, directors, partners
and employees from any and all third party actions, claims, demands, costs,
liabilities, expenses and damages, including reasonable attorneys' fees and
expenses associated therewith or with successfully establishing the right to
indemnification hereunder, to the extent that a third party claim arises out of
or relates to (1) any
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misrepresentation by Spacelabs or any of its employees or agents of any
information or warranty relating to any Xxxxxxx or Xxxxxxx Product, other than
information supplied by Xxxxxxx or Xxxxxxx to Spacelabs, contained in any
Xxxxxxx or Xxxxxxx documentation or contained in any co-marketing or
co-promotion materials expressly approved by Xxxxxxx or Xxxxxxx, (2) any
infringement by Spacelabs or any of its officers, directors, partners, employees
or agents or any Spacelabs Product of any intellectual property rights of
Xxxxxxx or Xxxxxxx or any third party, (3) any personal injury, death or
property damage arising from the negligence or willful misconduct of Spacelabs
or any of its employees, contractors or agents, and (4) the purchase,
possession, storage, operation, maintenance, use or any application or function
of any Spacelab Product.
c. The foregoing indemnification obligations shall be subject to
the following procedures: (1) the indemnified party shall promptly notify the
indemnifying party in writing of the claim; (2) the indemnifying party shall
have sole control of the defense and all related settlement negotiations with
respect to the claim, provided, however, that the indemnified party shall have
the right, but not the obligation, to participate in the defense of any such
claim or action through counsel of its own choosing at its own expense; (3) the
indemnified party shall cooperate fully to the extent necessary, and shall
execute all documents reasonably necessary for the defense of such claim, and
(4) the indemnified party shall have the right to approve settlement of any
claim, such approval not to be unreasonably withheld or delayed. This Section
shall survive any termination or expiration of this Agreement.
d. Upon request by a party, the other party shall provide
evidence of product liability, general liability and property damage insurance
against an insurable claim or claims, which might or could arise regarding such
party's products or marketing or promotional materials. Such insurance will
contain a minimum limit of liability for bodily injury and property damage of
not less than $[*] US.
8. XXXXXX SUPPLY PRODUCTS. From time to time, Spacelabs may, in its
discretion, submit to Xxxxxxx purchase orders for Xxxxxx Supply Products. All
such orders are subject to acceptance by Xxxxxxx. Xxxxxxx agrees, upon
acceptance of purchase orders from Spacelabs, to sell Xxxxxx Supply Products to
Spacelabs in accordance with the provisions of this Section 8. Each such
purchase order shall state the number of units of each Xxxxxx Supply Product and
the requested delivery date and ship to location. For each accepted purchase
order, Xxxxxxx shall use commercially reasonable efforts to supply the requested
Xxxxxx Supply Products by the requested delivery date (the "ACKNOWLEDGED
DELIVERY DATE"). Xxxxxxx shall advise Spacelabs in the event Xxxxxxx is unable
to meet the Acknowledged Delivery Date. Xxxxxxx shall sell such Xxxxxx Supply
Products to Spacelabs at a price equal to Xxxxxxx'x standard cost for such
Xxxxxx Supply Products plus [*]%. All sales of Xxxxxx Supply Products will be
subject to and governed by Xxxxxxx'x then current Standard Terms and Conditions.
In the event Spacelabs desires to return Xxxxxx Supply Products to Xxxxxxx for
warranty handling, Spacelabs will first contact Xxxxxxx to inform Xxxxxxx of the
nature of the problem and obtain a return authorization number. In the event
that Spacelabs desires to return Xxxxxx Supply Products to Xxxxxxx for out of
warranty factory repair, Xxxxxxx shall use commercially reasonable efforts to
repair and ship such Xxxxxx Supply Products to Spacelabs at its then standard
rates. Spacelabs shall bear all shipping expenses. Xxxxxxx shall invoice
Spacelabs at Xxxxxxx'x then-prevailing rates for factory repair of
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Xxxxxx Supply Products. The foregoing repair provisions shall not preclude the
possibility that Xxxxxxx may elect, or Spacelabs may request, field repair
rather than factory repair. Field repair will be done at Xxxxxxx'x discretion.
Without waiving any rights or remedies available under law, the provisions of
Sections 2, 3, and 7 above shall not apply to the provisions of this Section 8
or any activities conducted under Section 8.
9. GENERAL.
a. NOTICES. All notices hereunder shall be in writing and shall
be deemed given when (a) delivered personally, (b) sent by facsimile
transmission (which is electronically confirmed), or (c) delivered by United
States mail, postage prepaid, certified or registered, return receipt requested,
or by delivery service, properly directed to the recipient at the address set
forth below:
If to Spacelabs:
Spacelabs Medical Inc.
00000 X.X. 00xx Xxxxxx
X.X. Xxx 00000
Xxxxxxx, XX 98073-9713
Attention: Legal Department
Facsimile: (000) 000-0000
If to Xxxxxxx or Xxxxxxx:
Xxxxxxx Cardiology Systems, Inc.
0000 Xxxxx Xxxxx Xxxxxxx
Xxxxxxx, XX 00000-0000
Attention: Chief Financial Officer
Facsimile: (000) 000-0000
b. GOVERNING LAW. The terms of this Agreement will be governed by
and construed in accordance with the laws of the State of Washington without
regard to any conflicts of laws principles. The parties hereto irrevocably
submit in any suit, action or proceeding arising out of or related to this
Agreement or any of the transactions contemplated hereby to the jurisdiction of
the federal and state courts sitting in King County, Washington and waive any
and all objections to jurisdiction and forum non conveniens.
c. ATTORNEYS' FEES. In any action or suit to enforce any right
or remedy under this Agreement or to interpret any provision of this Agreement
(including actions in appeal), the prevailing party shall be entitled to recover
its costs, including reasonable attorneys' fees.
d. RELATIONSHIP OF PARTIES. Nothing in this Agreement shall be
construed as creating an employer-employee relationship, a partnership, agency,
franchise or a joint venture between Spacelabs and Xxxxxxx, and neither party
shall have the right, power or authority to obligate or bind the other in any
manner whatsoever without its prior written consent.
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e. CONSTRUCTION. If for any reason a court of competent
jurisdiction finds any provision of this Agreement, or portion thereof, to be
unenforceable, that provision of the Agreement will be enforced to the maximum
extent permissible so as to affect the intent of the Parties, and the remainder
of this Agreement will continue in full force and effect. Failure by either
party to enforce any provision of this Agreement will not be deemed a waiver of
future enforcement of that or any other provision.
f. SUCCESSORS AND ASSIGNS. This Agreement, and any rights or
obligations hereunder shall not be transferred or assigned by either party
without the consent of the other party, in the exercise of its sole discretion;
provided, however, that both parties may assign this Agreement to (a) their
respective Affiliates or (b) as part of a merger, sale of substantially all
assets or other corporate reorganization; provided, however, in the event of a
transfer or assignment by, or change in ownership or control of, a party hereto
(the "TRANSFERRING PARTY"), such that the transferee, assignee or newly
controlling party is a competitor of the other party hereto, such other party
may terminate this agreement upon the provision of written notice to the
Transferring Party, unless the Transferring Party has obtained the prior written
consent of the other party hereto prior to the effective date of such transfer,
assignment or change of control. Subject to the foregoing, this Agreement shall
be binding upon the respective successors and permitted assigns of the Parties.
g. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the Parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous agreements or communications. It shall
not be modified except by a written agreement dated subsequent to the date of
this Agreement and signed on behalf of Xxxxxxx and Spacelabs by their respective
duly authorized representatives. No waiver of any breach of any provision of
this Agreement shall constitute a waiver of any prior, concurrent or subsequent
breach of the same or any other provisions hereof, and no waiver shall be
effective unless made in writing and signed by an authorized representative of
the waiving party.
h. SEVERABILITY. If any provision of this Agreement is invalid,
illegal or unenforceable under any applicable statute or rule of law, it is to
that extent to be deemed omitted. The remainder of the Agreement shall be valid
and enforceable to the maximum extent possible.
i. AUTHORITY. The parties each represent and warrant that each
has duly authorized the execution, delivery and performance of this Agreement,
and that the undersigned have been duly authorized to execute this Agreement on
behalf of their respective companies.
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DATED AND EXECUTED on the date first above written by duly authorized
officers of the undersigned parties, intending to be bound hereby.
SPACELABS MEDICAL, INC. SPACELABS XXXXXXX, INC.
By: _____________________________ By: _____________________________
Name: _____________________________ Name: _____________________________
Title: _____________________________ Title: _____________________________
XXXXXXX CARDIOLOGY SYSTEMS, INC.
By: _____________________________
Name: _____________________________
Title: _____________________________
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SCHEDULE 3
TERRITORIES
- the United States of America
- Canada
Schedules to Sales and Marketing Cooperation Agreement
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List of Schedules Omitted from Sales and Marketing Cooperation Agreement
Schedule
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Schedule 1 Xxxxxx Supply Products
Schedule 2 Languages
