EXHIBIT 10.1
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
DISTRIBUTION AND LICENSE AGREEMENT
Effective as of August 1, 2003 (the "Effective Date") XXXXXXX, Inc., a (XXXXXXX)
a subsidiary of Xxxxxxx Cardiology Systems, Inc. (XXXXXXX) and Cambridge Heart,
Inc., a Delaware corporation ("CHI") hereby agree as follows.
BACKGROUND
A. CHI has developed certain proprietary products used in the non-invasive
diagnosis and measurement of Microvolt T-Wave Alternans (MTWA), which are
defined below as "Products".
X. XXXXXXX manufactures and distributes the Quest Cardiac stress test system
(Quest), and desires to distribute Products that are compatible with Quest.
C. CHI desires to xxxxx XXXXXXX the right to distribute Products in accordance
with the terms and conditions contained herein.
Agreement for XXXXXXX to have the exclusive right to sell the OEM Product, as
defined in Section 1.4, and non-exclusive rights to sell Products, as defined
in Section 1.4, to any customer that has purchased OEM Product.
DEFINITIONS
1. As used herein, the following terms shall have the following definitions:
1.1. XXX XXXXX shall mean the following CHI trademarks: Microvolt T-Wave
Alternans Test, Micro-V Alternans Sensors, Analytic Spectral Method.
1.2. CONTRACT YEAR shall mean a period of one year from the start of this
agreement.
1.3. OBJECT CODE shall mean the machine readable computer software as
developed by CHI and currently being sold by XXXXXXX.
1.4. PRODUCTS shall mean CHI's PM-3 Patient Module, CHI's Micro-V Patient
Cable and CHI's Micro-V Alternans Sensors (Components) and the combination of
CHI's Object Code for Quest, PM-3 Patient Module and CHI's Micro-V Patient Cable
shall be referred to herein as the OEM PRODUCT.
1.5. TERRITORY shall mean the United States of America and Canada.
TERMS
2. GRANT OF RIGHTS. CHI grants to XXXXXXX, the exclusive right to market,
distribute and service the OEM Product. The non-exclusive right to distribute
the Components into accounts who have purchased the OEM Product through the
direct and distributor sales organizations of XXXXXXX in the Territory. XXXXXXX
may assign sub distributors or sales agents on such terms and conditions, as it
deems appropriate. The foregoing grant shall include the right to use the XXX
Xxxxx in connection with XXXXXXX'x marketing and distribution of the Products.
XXXXXXX shall appropriately credit CHI for any such use of the XXX Xxxxx as
specified in Section 7. XXXXXXX shall obtain CHI's prior written consent for
each use of such XXX Xxxxx.
3. PURCHASE OF PRODUCTS.
XXXXXXX may purchase from CHI and CHI hereby agrees to sell Products to XXXXXXX
at prices shown in Appendix A of this agreement. CHI shall ship purchased
Products FOB Bedford, Mass. CHI shall invoice XXXXXXX upon shipment and payment
shall be due and payable [**] days from shipment by CHI. A penalty equal to 1%
per month of the invoice amount will be charged for delayed payment after [**]
days.
3.1 XXXXXXX shall issue purchase orders to CHI from time to time as needed,
using XXXXXXX'x then current standard purchase order terms. XXXXXXX agrees to
issue non-cancelable, purchase orders 3 months in advance of shipment to assist
CHI's production planning efforts. CHI shall use its best efforts to ship
Products in accordance with the shipment dates specified in such purchase
orders. Modification to non-cancelable purchase orders will be made on a mutual
agreed upon basis. CHI shall use commercially reasonable efforts to accommodate
unforecasted increases to submitted purchase orders. In the event of any
conflict between the terms of such purchase order and the terms of this
Agreement, the terms of this Agreement shall prevail.
3.2 XXXXXXX and their distributors agree to sell Micro-V Alternans Sensors
only to customers who have purchased the OEM Product. CHI agrees to use
commercially reasonable efforts not to sell Micro-V Alternans Sensors to
customers for use with the OEM Product.
4. MARKETING, SALES AND SALES SUPPORT. XXXXXXX shall use commercially reasonable
efforts to promote, advertise and market the Products and to interact and
communicate with CHI as per activities listed in Appendix B of this Agreement.
CHI agrees to use commercially reasonable efforts to support XXXXXXX'X sale of
Products as per Appendix B.
5. WARRANTY. (a) CHI warrants, that the Products shall conform to its
Specifications and shall be free from defects in material and workmanship under
normal and proper use in accordance with CHI's instructions for a period of (12)
months from date of installation at the customer but not more than sixteen (16)
months from shipment by CHI ("Warranty Period"), that the Products shall conform
to CHI's standard specifications and shall be free from defects in material and
workmanship under normal and proper use in accordance with any instructions and
directions of CHI applicable thereto. XXXXXXX agrees to provide the necessary
labor to replace
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any defective Products at XXXXXXX'x expense and to provide a 12-month parts and
labor warranty to its customers of the Products.
(b) THE EXPRESS WARRANTIES SET FORTH IN PARAGRAPH (a) CONSTITUTES THE ONLY
WARRANTIES WITH RESPECT TO THE PRODUCTS. CHI MAKES NO REPRESENTATION OR WARRANTY
OF ANY OTHER KIND, EXPRESS OR IMPLIED (EITHER IN FACT OF BY OPERATION OF LAW),
WITH RESPECT TO THE PRODUCTS, WHETHER AS TO MERCHANTABILITY, FITNESS FOR
PARTICULAR PURPOSE, OR ANY OTHER MATTER.
(c) THE WARRANTIES SET FORTH HEREIN MAY BE ASSERTED BY XXXXXXX ONLY AND NOT
BY XXXXXXX'x CUSTOMERS OR END USERS. XXXXXXX SOLE REMEDY FOR CHI LIABILITY OF
ANY KIND, INCLUDING NEGLIGENCE, WITH RESPECT TO ANY PRODUCT FURNISHED UNDER THIS
AGREEMENT, WHETHER THE CLAIMED LIABILITY IS BASED ON A DEFECT, WHETHER
DISCOVERABLE OR LATENT, IN ANY PRODUCT, SHALL BE LIMITED TO THE REMEDIES
PROVIDED IN PARAGRAPH (f) OF THIS AGREEMENT.
(d) CHI's warranties set forth in Paragraph (a) shall not apply in
circumstances that would be excluded by its standard end user warranty terms,
such as misuse or alteration of the Product or use of the Product for other than
the specific purpose for which it is designed.
(e) CHI's sole obligation under the hardware warranty set forth in
Paragraph (a) shall be to repair or replace, at CHI's option, the defective or
nonconforming hardware. CHI's sole obligation under the Software warranty set
forth in paragraph (a) shall be to: (i) accept, analyze and provide written
response to any reports from XXXXXXX of Software malfunction or error; and (ii)
use commercially reasonable efforts to provide responses to correct such errors
when they reflect significant deviations from CHI's design specifications for
the current release of the Software. The time required to repair or replace any
defective Product shall not extend the Warranty Period.
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6. SERVICE AND SUPPORT. XXXXXXX shall be responsible for providing service for
OEM Product for XXXXXXX'x customers and shall purchase and maintain sufficient
spare parts to provide adequate service. CHI will provide telephone support for
XXXXXXX personnel during its normal business hours. During the term of this
Agreement and for [**] years thereafter, CHI shall sell applicable spare parts
to XXXXXXX at prices shown in Appendix A.
7. MARKING. XXXXXXX shall prominently display the following statement in its
operator's manuals, brochures and advertising for its applicable stress test
system: "Microvolt T-Wave Alternans technology supplied by Cambridge Heart,
Inc." XXXXXXX shall also refer to applicable CHI patents on a rear panel label
or software start-up screen.
8. REGULATORY COMPLIANCE. XXXXXXX will be responsible for insuring that its
stress test system incorporating the OEM Product meets regulatory requirements
in any jurisdiction where it currently distributes. CHI will maintain 510K
clearances for the OEM Product hardware and software when sold as part of its
own systems and for the Micro-V Alternans Sensors. CHI will provide
documentation and assistance on a good faith efforts basis to XXXXXXX in support
of any regulatory submissions that XXXXXXX may chose to make.
9. QUALITY ASSURANCE. CHI will manufacture the Products in compliance with FDA
QSR, ISO 9001, the MDD and any other applicable laws and regulations in the
Territory. CHI shall be responsible for obtaining and documenting all necessary
clearances and approvals in the Territory for the Products when sold as part of
its own systems. CHI shall provide XXXXXXX with cooperation and all data and
other information necessary to enable XXXXXXX, at XXXXXXX discretion to submit
documentation to regulatory bodies in the Territory.
10. RECALLS. In the event of a voluntary or mandatory recall or field correction
of the Products occasioned by any defect or deficiency in the materials or
manufacture of the Product, CHI and XXXXXXX shall comply with all applicable FDA
or other applicable laws or regulations. XXXXXXX will cooperate with CHI in
providing notice to its customers and distribution of repaired or replacement
parts. CHI shall bear all costs, expenses and liabilities in connection
therewith including, without limitation, costs related to notifying customers of
the recall and transporting the recalled items from customers to a location as
XXXXXXX shall designate in writing and for the replacement of the Products.
Costs in this context shall mean costs directly incurred by XXXXXXX arising
solely from such recall, not to include any costs associated with visiting
accounts to replace possibly defective parts or software.
11. SOFTWARE LICENSE.
11.1. CHI grants to XXXXXXX a nontransferable license to use the Object
Code included in the OEM Product and, for each OEM Product that it purchases
from CHI, to distribute one copy of such Object Code to end users in the United
States who have signed XXXXXXX'x standard Software License Agreement and to
sublicense XXXXXXX'x subsidiaries and distributors.
11.2. XXXXXXX shall not distribute or enable the Object Code except in
accordance with this Article 11.
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12. PATENTS AND TRADEMARKS.
12.1. CHI hereby represents and warrants that: (i) CHI is the exclusive
owner of the Object Code, the Product documentation, and, to the best of CHI's
information and belief, the XXX Xxxxx; (ii) CHI has all rights necessary for the
grant of the rights and licenses in this Agreement and such grant will not
constitute a breach of any other binding obligation to which CHI is subject;
(iii) neither the Object Code nor the Products infringe any trade secret rights,
copyrights or U.S. patent rights of any third party; provided, however, that CHI
shall not be deemed to be in breach of this part (iv) if CHI was not aware of
such infringement as of the execution date of this Agreement and if CHI
indemnifies XXXXXXX against such claim in accordance with Section 14 below; and
(v) Other than described in Appendix C, CHI has no knowledge of any facts or
alleged claims that should reasonably lead it to believe that the Object Code or
Products infringe any other intellectual property rights of any third party. If
the Object Code or Products become, or in CHI's opinion are likely to become,
the subject of such claim of infringement, CHI will, in addition to its
indemnification obligations hereunder, at its expense, either (A) procure rights
for XXXXXXX or its customers who have executed a software sublicense to continue
using the Object Code and the Products, or (B) replace or modify the Object Code
or the Products, as the case may be, to prevent infringement with performance
substantially similar to the original performance; provided however that if
neither A nor B is practicable, CHI may, in its sole discretion, terminate this
agreement on 60 day prior written notice to XXXXXXX.
12.2. All patents and patent rights, trademarks, copyrights, trade names
and other property rights in and with respect to the Products are and will
remain exclusively the property of CHI.
13. MUTUAL INDEMNIFICATION. Each party agrees to defend, indemnify and hold the
other harmless for any and all claims, demands, actions, suits, losses,
liabilities, damages, injuries, fines, penalties, costs and expenses, including
without limitation reasonable attorney fees (collectively "Claims") arising out
of any breach in performance or warranties under this Agreement by the
Indemnitor except to the extent such Claims arise out of the negligence or
willful misconduct of the Indemnitee. The Indemnitee shall provide the
Indemnitor with prompt written notice of and such Claim and grant the Indemnitor
control of the defense, compromise and settlement of such Claim, and shall
reasonably cooperate with the Indemnitor with the defense and settlement of such
Claim.
14. THIRD PARTY INDEMNIFICATION.
14.1. CHI shall defend, indemnify and hold harmless XXXXXXX from any Claim
arising out of, or resulting from (a) bodily injury (including death) or
property damages incurred by a third party, to the extent such claims are caused
by (i) any negligent or willful act or omission of CHI in connection with the
development, manufacture, sale or distribution of the Products or (ii) the
failure of the Products to perform according to their specifications or (b) any
claim that the use, reproduction or distribution of the Products infringes
intellectual property rights of a third party. In the event of such claim,
XXXXXXX agrees promptly to notify CHI of the claim and to permit CHI, at CHI's
expense, to control of the defense, compromise and
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settlement of such Claim, and shall reasonably cooperate with CHI with the
defense and settlement of such Claim.
14.2. XXXXXXX shall defend, indemnify and hold harmless CHI from any Claim
arising out of, or resulting from (a) bodily injury (including death) or
property damages incurred by a third party, to the extent such Claim is caused
by (i) any negligent or willful act or omission of XXXXXXX in connection with
the development, manufacture, sale or distribution of its stress test systems or
(ii) the failure of such stress test systems to perform according to their
specifications or (b) any Claim that the use, reproduction or distribution of
the stress test systems infringes intellectual property rights of a third party.
In the event of such a Claim, CHI agrees promptly to notify XXXXXXX of the Claim
and to permit XXXXXXX, at XXXXXXX'x expense, to control the defense, compromise
and settlement of such Claim, and shall reasonably cooperate with XXXXXXX with
the defense and settlement of such Claim.
14.3. In the event a Claim is based partially on an indemnified claim
described in Sections 21.1 or 21.2 above and partially on a non-indemnified
claim, or is based partially on a claim indemnified by CHI pursuant to Section
21.1 above and partially on a claim indemnified by XXXXXXX pursuant to Section
21.2 above, any payments and reasonable attorney fees incurred in connection
with such Claim are to be apportioned between CHI and XXXXXXX in accordance with
the degree of cause attributable to each party.
15. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES OF THE OTHER
PARTY OR ANYONE CLAIMING THROUGH OR ON BEHALF OF SUCH OTHER PARTY, INCLUDING
LOSS OF USE, REVENUE, OR PROFITS, IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY A PARTY HERETO OR THE EXISTENCE,
FURNISHING, FUNCTIONING, OR THE OTHER PARTY'S OR ANY THIRD PARTY'S USE OF ANY
PRODUCTS OR SERVICES PROVIDED FOR IN THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. CONFIDENTIALITY.
16.1. CONFIDENTIAL INFORMATION. Both XXXXXXX and CHI acknowledge that the
technical, financial, marketing or sales information, (including, without
limitation, the Object Code) (1) disclosed by the other party, or (2) obtained
by inspection, examination, use or servicing from time to time of the Products
is confidential and proprietary information of such disclosing party and shall
remain the property of such disclosing party ("Confidential Information").
Except as otherwise expressly provided in this Agreement, neither XXXXXXX nor
CHI shall use or disclose to a third party the other's Confidential Information
for any purpose, other than in the performance of this Agreement, without the
prior written consent of the disclosing party. Each party's obligations under
this Section 23 shall terminate five (5) years after termination of this
Agreement (including any extension thereof).
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16.2. EXCLUSIONS. Confidential Information shall not include information
which: (i) at the time of disclosure is in the public domain; (ii) after
disclosure becomes part of the public domain by publication or otherwise, except
by breach of this Agreement; (iii) is received from a third party; provided,
however, that the recipient has no reason to know such information was obtained
by such third party, directly or indirectly, from the other party; (iv) is
independently developed by or for the recipient without reference to
Confidential Information; and (v) disclosure of which is required by applicable
law.
17. ANNOUNCEMENTS. The parties intend to jointly announce this Agreement. Both
parties must approve all announcements pertaining to this Agreement in writing.
18. TERM AND RENEWAL. The initial term of this Agreement shall be from the
Effective Date through July 31, 2005. Upon the expiration of the initial term,
the term shall renew automatically for subsequent one-year terms unless either
party has notified the other in writing of its intent not to renew not less than
one hundred and eighty (180) days prior to the end of each term.
19. TERMINATION.
19.1. Either party may terminate this Agreement in the event of a Default,
as defined in Section 19.2 below, by the other party, upon thirty (30) days
prior written notice to the defaulting party or if either party is bought or
merged into another company and does not own more than 50% of the surviving
company's shares. Any notice given pursuant to this Section shall be of no
effect and this Agreement shall not terminate if the defaulting party has cured
the Default described in the notice and is not otherwise in Default at the end
of the thirty (30) days following written notice of Default. Termination of this
Agreement for Default shall not impair the terminating party's other rights and
remedies for such Default.
19.2. DEFAULT. A party shall be in "Default" if: (1) It voluntarily files a
petition under the federal Bankruptcy Act or any similar or successor law
relating to bankruptcy, insolvency, arrangement, or reorganization, or under any
state bankruptcy or insolvency act, or admits its insolvency or the inability to
pay its debts, or fails within sixty (60) days, to gain a discharge or stay of
involuntary proceedings brought for its reorganization, dissolution, or
liquidation, or is adjudged as bankrupt, or has a trustee or receiver appointed,
or makes an assignment for the benefit of its creditors, or if there is an
attachment, execution, or other judicial seizure of any material portion of its
assets which is not discharged within sixty (60) days; (2) It is involved in a
merger in which it is not the surviving entity or is otherwise dissolved or
ceases to be in existence; or (3) It breaches any material term of this
Agreement.
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20. EFFECT OF TERMINATION. Upon termination or expiration of this
Agreement, XXXXXXX may continue to sell Products in its inventory or, at CHI's
option, CHI may purchase Products in XXXXXXX'x inventory at the original
purchase price paid by XXXXXXX. Thereafter, the licenses granted to XXXXXXX
under Section 2 shall expire, except to the extent necessary to enable XXXXXXX
to service the Products sold by XXXXXXX hereunder. CHI agrees to make Micro-V
Sensors and service parts available to XXXXXXX for 1 additional year at the then
prevailing prices.
21. GOVERNING LAW. This Agreement shall be governed by and interpreted
under the laws of the Commonwealth of Massachusetts.
22. MISCELLANEOUS.
22.1. INSURANCE. Throughout the term of this Agreement, CHI and SM shall
each maintain one or more commercial general liability insurance policies that,
in the aggregate, shall provide coverage, including products liability coverage,
of not less than One Million Dollars (U.S. $1,000,000) per occurrence and Two
Million Dollars (U.S. $2,000,000) aggregate. An insurance company with a minimum
Best's rating of A-XII shall issue the policies. Each policy shall provide
coverage for claims arising both within the United States and in foreign
countries. CHI and XXXXXXX shall annually exchange certificates of insurance. In
addition, CHI and XXXXXXX shall each maintain an excess liability policy of no
less than Three Million Dollars ($3,000,000).
22.2. NOTICE. Any notice permitted or required to be given under this
Agreement shall be effective upon personal delivery (including delivery by
commercial courier service or facsimile with confirmed transmission), or five
(5) days after such notice is mailed by registered or certified mail, return
receipt requested, properly directed to the recipient at the address set forth
below the party's signature on this Agreement. Either party may change its
address by giving written notice of the change in the manner provided above for
giving notice.
22.3. INTEGRATION; AMENDMENT; NONWAIVER. This Agreement, including all
Attachments, constitutes the entire agreement of the parties with respect to its
subject matter and supersedes and cancels all other prior and contemporaneous
agreements, discussions or representations, whether written or oral. No
modification of this Agreement shall be enforceable unless reduced to writing
and signed by duly authorized representatives of both parties. Failure of either
party at any time to enforce any provision of this Agreement shall not preclude
any other or further enforcement of such provisions or the exercise of any other
rights. No waiver of a breach of this Agreement shall be valid unless in
writing.
22.4. SEVERABILITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision. If any provision is deemed invalid or unenforceable, the remainder
shall be construed to give effect to the parties', intent to the extent
permitted by applicable law.
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22.5. SUCCESSORS AND ASSIGNS. No portion of this Agreement may be
transferred or assigned by CHI or XXXXXXX without the prior written consent of
the other party which consent shall not be unreasonably withheld, provided,
however, either party may assign this Agreement to any subsidiary of that party
or of its parent company. Subject to the foregoing, this Agreement shall be
binding upon the respective successors and assigns of the parties.
22.6. FORCE MAJEURE. Each party shall be excused from any delays or failure
in performance (other than payment obligations) hereunder caused by reason of
any occurrence of an event of Force Majeure, namely, an act of God, war, fire,
flood, earthquake, riots, unforeseen changes in government laws or regulations
and government embargo. If any Force Majeure condition occurs, the party delayed
or unable to perform shall give reasonably prompt notice to the other party, and
this Agreement shall be suspended for the duration of the Force Majeure
condition; PROVIDED, HOWEVER, that if the suspension of this Agreement under
this Section has continued for a period of sixty (60) or more days, either party
may immediately terminate this Agreement upon notice to the other party.
22.7. INDEPENDENT CONTRACTOR. The relationship between the parties will be
that of independent contractors. Neither party will be or hold itself out as an
employee, agent or franchisee of the other, and neither party will create or
assume any obligation, expressed or implied, on behalf of the other. This
Agreement shall not be interpreted or construed as creating or evidencing any
association, joint venture or partnership between the parties or as imposing any
partnership obligations or partnership liability on any party.
22.8. SURVIVAL. Sections 6,7,11,13,14,15,16,17,21,22, 23.4 of this
Agreement shall survive its expiration or termination for any reason. Expiration
or termination of this Agreement for any reason shall not affect any end user
licenses that may have been granted prior to expiration or termination.
22.9 HEARTWAVE FINDERS FEE. CHI understands that some natural conflict may
exist between the OEM Product and the Heartwave System that it sells. To
minimize the conflict should a customer decide to purchase the Heartwave system
rather than the OEM Alternans Product, CHI agrees to pay the Xxxxxxx sales rep
or Distributor sales rep $400 for each NEW prospect identified by the
Xxxxxxx/Distributor Team which results in the sale of a Heartwave System. A NEW
prospect is defined as a customer not previously contacted by CHI for the
purpose of selling a Heartwave. The VPs of Sales / Marketing of CHI and Xxxxxxx
will adjudicate split amounts.
22.10 SALES TRACKING. Xxxxxxx agrees to provide a product purchases by
customer list on a monthly basis to CHI.
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XXXXXXX, INC. CAMBRIDGE HEART, INC.
BY /s/ XXXXXX XXXXXX BY /s/ XXXXX X. XXXXXXXXXXX
-------------------- -----------------------------
Xxxxxx Xxxxxx Xxxxx X. Xxxxxxxxxxx
President and CEO
ADDRESS: ADDRESS:
Xxxxxxx, Inc. Cambridge Heart, Inc.
000 Xxxxxxx Xxxx. 1 Oak Park Drive
Deerfield, WI 53531 Xxxxxxx, XX 00000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
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APPENDIX A: PRODUCTS AND PRICES
OEM MICROVOLT T-WAVE ALTERNANS PRODUCT: $[**]
MICROVOLT T-WAVE ALTERNANS SENSORS (CASE OF 20) $[**]
CHI reserves the right to increase sensor prices IF it increases senor pricing
for its customers above $[**]case (not anticipated until 1/1/04)
CHI will not increase prices of the OEM Product during the initial term of this
agreement
Replacement Parts and Prices
PM-3 Patient Module $[**]
Micro-V Patient Cable $[**]
Replacement parts are to be sold ONLY to accounts that have purchased an OEM
Product to replace a broken component of the OEM Product.
APPENDIX B: MARKETING, SALES AND SALES SUPPORT
Xxxxxxx and their Distribution partners will be responsible for all sales and
service related activities associated with the OEM Product.
CHI personnel will be available to provide technical MTWA support for the sale
and use of the systems. CHI's ability to provide in servicing support will be
limited until the Xxxxxxx software is upgraded to the equivalent version of
software on the CHI Heartwave system. Current end user customers will be
upgraded at no additional charge. For the sake of clarity this is anticipated to
be a low level activity for CHI field personnel accounting for no more than
[**]% of their time.
Xxxxxxx agrees to provide a product purchases by customer list on a monthly
basis to CHI.
Xxxxxxx agrees to make time available at their internal sales meetings for CHI
to present to the Xxxxxxx organization.
Xxxxxxx agrees to present and promote the product at distributor meetings that
they attend.
Xxxxxxx agrees to sell Micro-V Sensors via their distributors
Xxxxxxx agrees to invite CHI personnel, at CHI cost, to the various medical
conventions that they attend so that CHI can gain insight into end customer's
reception to information on the Product. Xxxxxxx agrees to show and demonstrate
the OEM Product at all convention where it shows its Quest Stress System
Xxxxxxx and CHI agree to semi-annual business review meetings at the mutual
convenience of both parties
APPENDIX C: PATENTS
[**].
