EXHIBIT 4.19
SURGICAL NAVIGATION SPECIALISTS, INC.
and
CEDARA SOFTWARE CORP.
and
SURGICAL NAVIGATION TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
COOPERATION AND CUSTOMER SUPPORT AGREEMENT
December 23, 2001
--------------------------------------------------------------------------------
COOPERATION AND CUSTOMER SUPPORT AGREEMENT
This Cooperation and Customer Support Agreement is dated December 23,
2001, between Surgical Navigation Specialists, Inc., a corporation organized and
existing under the laws of the Province of Ontario ("SNS"), Cedara Software
Corp., a corporation organized and existing under the laws of the Province of
Ontario ("Cedara") and Surgical Navigation Technologies, Inc., a corporation
organized and existing under the laws of Delaware, carrying on business as
Medtronic Surgical Navigation Technologies ("Medtronic").
WHEREAS Medtronic wishes to purchase from SNS certain assets owned by
SNS in connection with the Image Guided Surgery Business (as hereinafter
defined);
AND WHEREAS SNS has agreed to recommend Medtronic to the Customers (as
hereinafter defined) and to provide certain support and assistance to Medtronic,
on the terms and conditions set forth in this Agreement, in connection with IGS
Services (as hereinafter defined) that Medtronic may provide to the Customers;
NOW THEREFORE for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
Section 1 Defined Terms
As used in this Agreement, the following terms have the following
meanings:
"Agreement" means this Co-operation and Customer Support Agreement and
all schedules and instruments in amendment or confirmation of it; and
the expressions "Section" followed by a number mean and refer to the
specified Section of this Agreement.
"Best Efforts" means the efforts of a prudent Person who desires to do
such a thing would use in similar circumstances to ensure that the
matter occurs as expeditiously as possible.
"Business Day" means any day of the year, other than a Saturday, Sunday
or any day on which banks are required or authorized to close in
Xxxxxxx, Xxxxxxx.
"Closing Date" means the date hereof.
"Closing Time" means 5:00 p.m. (Toronto time) on the Closing Date or
such earlier or later time as the Parties may mutually agree.
"Current IGS Applications" means the use of IGS Systems employing CT
and/or MRI data in the neuro-cranial surgical speciality, neuro-spine
surgical speciality, and the ear, nose and throat surgical speciality.
"Customer" means an end-user (for example, hospital, clinic, surgeon)
who purchases for use an IGS System for which SNS is responsible for
servicing as a result of SNS's sale to the Customer of either such IGS
System or a service contract, or SNS's agreement with any third party
to provide such servicing. Without limiting the generality of the
foregoing, IGS Systems to be used by Customers include those systems
that have been marketed by members of the Aesculap SPOCS, Philips
Easyguide, SNN 3.0, Zeiss STN, Zeiss SMN and Zeiss MKM product
families. For greater certainty, Customer shall not include purchasers
of IGS Systems for resale to end-users.
"Fluoro System" means a specific type of SNS-developed IGS System
employing X-ray images acquired intra-operatively using a C-arm,
comprised of both hardware and software and is currently being marketed
under the name "SNN Fluoro 2.0".
"Image Guided Surgery Business" means the commercial operation
undertaken by SNS to develop, market, sell and service IGS Systems.
"IGS Services" means professional support and services to Customers for
Current IGS Applications including the provision of upgrade paths for
IGS Systems.
"IGS Patent Licence Agreement" means the patent licence agreement
between SNS and Medtronic effective as of the date hereof, in the form
attached hereto as Schedule "B".
"IGS Software" means the source and executable software licensed by
SNS to Medtronic pursuant to the terms of the IGS Software Licence
Agreement.
"IGS Software Licence Agreement" means the software licence agreement
between SNS and Medtronic effective as of the date hereof, in the form
attached hereto as Schedule "C", excluding Article 6 thereof.
"IGS System" means an image guided surgical system in which surgeons
use medical images to navigate a patient's anatomy before and/or during
surgery to enhance the surgeons' abilities to visualize and localize
anatomy and pathology, comprised of both hardware and software.
"Medtronic Competitor" means any person listed in Schedule "D" attached
hereto.
"MKM Microscope Base Licence Agreement" means the software licence
agreement between SNS and Medtronic effective as of the date hereof, in
the form attached hereto as Schedule "C", including Article 6 thereof.
"Parties" means SNS, Cedara, Medtronic and any other Person who may
become a party to this Agreement.
"Purchased Inventory" has the meaning specified in Section 2.
"Service Provider" means Medtronic acting in a capacity to provide
service to support Customer to original equipment manufacturer's
specification with respect to Current IGS Applications.
"SNN Partners" means members of the Surgical Navigation Network, a
voluntary organization that enables multiple medical equipment
companies to provide their customers with surgical navigation network
platforms integrated with their own product lines and to deliver a
broad range of solutions through plug and play compatibility, at a
reasonable cost.
"SNS Technology" means all the software, systems and technology owned
by SNS as at the date of closing excluding Fluoro System and
derivatives thereof.
Section 2 Sale of Inventory
(1) Subject to the terms and conditions of this Agreement, SNS agrees to
sell, assign and transfer to Medtronic and Medtronic agrees to purchase
from SNS, on the Closing Date, effective as of the Closing Time,
inventory of SNS as identified in Schedule "A" hereto (the "Purchased
Inventory"). The amount payable by Medtronic for the Purchased
Inventory shall be such amounts as identified in Schedule "A" hereto
(the "Purchase Price"). Medtronic agrees that during the term of this
Agreement, it shall not market this Purchased Inventory, or manufacture
inventory identical to the Purchased Inventory, except for the sole
purpose of being a Service Provider.
(2) SNS shall inform Medtronic within 5 Business Days after the Closing
Date that the Purchased Inventory is prepared to be picked up. No later
than 2 Business Days after SNS informs Medtronic that the whole
Purchased Inventory is prepared to be picked up (the "Pick-Up Period"),
Medtronic shall arrange to have the Purchased Inventory picked up from
a single location wherever the Purchased Inventory is located, at such
time as is mutually acceptable to the Parties. SNS is responsible to
package the whole Purchased Inventory in SNS's usual and customary form
for shipping. Medtronic shall arrange for the shipping of the Purchased
Inventory to such location as determined by it (the "Delivery
Location"). The costs of picking-up, insuring and shipping the
Purchased Inventory to the Delivery Location shall be borne solely and
directly by Medtronic.
(3) In the event that Medtronic fails to pick up the whole Purchased
Inventory before the expiry of the Pick-Up Period, SNS shall deliver
such inventory items which have not been picked up to the address
below. To the extent SNS reasonably insures the Purchased Inventory,
the costs of insuring and shipping the inventory items referred to in
this Section 2(3) shall be borne by Medtronic and Medtronic agrees to
reimburse SNS for such costs within 5 Business Days of its receipt of
such request for reimbursement from SNS.
Ship to address:
Xxxx Zeiss
Attention: Xxxx X. Xxxxxxx
Dept. XXX-XX, Xxxx 00-00
00000 Xxxxxxxxxx
Xxxxxxx
Tel: 07364 / 20-2215
(4) The Parties agree that the date on which the Purchased Inventory is
delivered to the Delivery Location under Section 2(2) or the address
under Section 2(3) shall be referred to herein as the delivery date
(the "Delivery Date"). For greater certainty, if delivery of the
Purchased Inventory under Section 2(2) or (3) occurs on more than 1
day, the Delivery Date shall deem to be the date on which the last
delivery is made.
(5) For greater clarity, the Parties acknowledge that the Purchased
Inventory is sold by SNS to Medtronic on an as-is basis. To the best of
SNS's knowledge, the Purchased Inventory is not defective and is
intended to be used as labelled.
(6) For a period of 3 Business Days from the Delivery Date (the "Inventory
Review Period"), Medtronic shall at its option, either itself or
through its agents, conduct a physical count of, and review, the
Purchased Inventory to determine, acting reasonably, which, if any, of
the Purchased Inventory or component parts thereof are missing as
compared to list in Schedule A (the "Missing Inventory").
(7) Medtronic shall provide to SNS a list of Missing Inventory before the
expiry of the Inventory Review Period and shall, at the request of SNS,
provide evidence of the accuracy and completeness of the list of
Missing Inventory to the reasonable satisfaction of SNS.
(8) Upon receipt of the list of Missing Inventory and satisfaction of SNS
of the accuracy and completeness of the list of Missing Inventory, SNS
acting reasonably shall deliver the Missing Inventory at such time and
to such location as directed by Medtronic. The costs of insuring and
shipping of such Missing Inventory referred to in this Section 2(8)
shall be borne by SNS. If for whatever reason SNS is unable to deliver
any of such Missing Inventory referred to herein, the Purchase Price
shall be reduced by such amount which represents that portion of the
Purchase Price payable for the Missing Inventory which SNS is unable to
deliver as listed on Schedule A.
(9) If during the Inventory Review Period either SNS is not provided with a
list of Missing Inventory or there is no dispute between SNS and
Medtronic concerning the list of Missing Inventory provided by
Medtronic to SNS, then no later than 2 Business Days after the expiry
of the Inventory Review Period, Medtronic shall pay the full Purchase
Price to SNS.
(10) In the event that there is a dispute between SNS and Medtronic
concerning the list of Missing Inventory provided by Medtronic to SNS
during the Inventory Review Period, the Parties shall seek resolution
of their dispute pursuant to the procedures set forth in Section 10(5).
The Parties agree that in the circumstances where there is a dispute as
referred to herein, Medtronic shall no later than 2 Business Days after
the expiry of the Inventory Review Period pay the Purchase Price other
than the amounts which relate to the disputed items of inventory.
Payment by Medtronic for the disputed items of inventory shall be dealt
with as part of the Parties' dispute resolution under Section 10(5).
(11) If for whatever reason the whole or part of the Purchased Inventory is
lost in transit to the Delivery Location pursuant to the delivery
procedure in Section 2(2) or Section 2(3), the Parties agree that the
loss will be at the sole risk of Medtronic such that for the purposes
of this Agreement, the Purchased Inventory will be deemed to be
transferred to Medtronic immediately before the loss. Medtronic shall
pay the full Purchase Price in cash to SNS within 2 Business Days from
the date of loss. Notwithstanding the foregoing, if all Parties, each
acting reasonably, determine the sole cause of such loss is due to
inadequate packaging, the Parties agree that the loss will be at the
sole risk of SNS.
(12) For greater certainty, the Parties acknowledge that no adjustment to
the Purchase Price shall be made and SNS shall not be under any
obligation to deliver any missing items of inventory to Medtronic if
Medtronic fails to provide SNS with a list of Missing Inventory before
the expiry of the Inventory Review Period or if Medtronic or its agents
discover Missing Inventory after the Inventory Review Period.
Section 3 Customer Relationship
(1) During the term of this Agreement, SNS will recommend Medtronic to the
Customers as the preferred supplier of IGS Services and Medtronic
agrees to use its Best Efforts to provide IGS Services to the
Customers.
(2) For the sole purpose of assisting Medtronic to develop a customer
relationship with the Customer and provide IGS Services to the
Customer, SNS agrees during the term of this Agreement to:
(a) enter into the IGS Patent Licence Agreement;
(b) enter into the IGS Software Licence Agreement;
(c) subject to obtaining the consent, if required, from the
Customers, provide Medtronic with a list of open quotes,
accepted orders and service contracts that SNS has with the
Customers and information contained in such open quotes,
accepted orders and service contracts in so far as they relate
to the supply of IGS Services;
(d) subject to obtaining the consent, if required, from any third
parties, provide a copy of hardware design specifications,
design history files and other historical service history or
device history records that relate to the supply of IGS
Services;
(e) provide Medtronic with 2 hard copies and 1 electronic copy of
all manuals, service notes, customer bulletins, reference
guide, application notes and user's guides that relate to the
supply of IGS Services;
(f) provide Medtronic with training on use of the software
licensed pursuant to the IGS Software Licence Agreement up to
a maximum of one trainer for a 2-week period. Training shall
take place at such time and at such business location of
Medtronic as agreed by Medtronic and SNS. The Parties agree
that if training takes place outside of Toronto, Ontario,
Medtronic shall reimburse SNS the trainer's reasonable costs
of transportation and accommodation to attend the training
session;
(g) provide Medtronic with 2 existing demo IGS Systems at no cost,
for the sole use by Medtronic in training and support, and
provide Medtronic with the licences required to operate such
demo IGS Systems. Shipping costs from a location within North
America to be identified by SNS will be paid for by Medtronic;
(h) release SNN Partners from any exclusivity terms or other
restrictions that would prevent any of the SNN Partners from
co-operating with Medtronic; and
(i) SNS employees shall not approach end users directly for the
purposes of selling the remaining SNS inventory for the
Current IGS Applications but a liquidator, or other party
authorized by SNS to sell its remaining inventory, shall be
entitled to approach any party on behalf of SNS for purposes
of selling the inventory.
(3) SNS shall deliver the materials referred to in Section 3(2)(c), (d),
(e) and (g) above within 15 Business Days of execution of this
Agreement to such location as directed by Medtronic. The Parties
further agree that the reasonable costs of shipping any of the
materials referred to herein shall solely be borne by Medtronic and
Medtronic agrees to reimburse SNS for all reasonable shipping costs
within 5 Business Days of its receipt of such request for reimbursement
from SNS.
(4) Nothing in this Agreement shall be construed as an attempt to assign
any contract which is not assignable in whole or in part without the
consent of the other party or parties thereto, unless such consent has
been given.
(5) For greater certainty, the Parties acknowledge that each of SNS and
Medtronic shall not assume and shall have no obligation to discharge,
perform or fulfil, any and all liabilities and obligations, contingent
or otherwise, of the other Party which may be owed to the Customers.
Nothing contained in this Agreement shall be construed to constitute
the Parties as principal or agent, partners, joint venturers or
co-owners and no Party shall have the right to enter into any contract
or execute any instrument on behalf of the other.
Section 4 Permission to Solicit
(1) Medtronic shall be permitted to hire any clinical application and sales
individual who is a former employee of SNS or Cedara as at the date of
this Agreement, or whose employment with SNS or Cedara is terminated
during the term of this Agreement.
Section 5 Acknowledgement of Marketing Process
The Parties hereto acknowledge and agree that the IGS Software, the
patents identified in the IGS Patent License Agreement and the SNS Technology
form part of the intellectual property that PricewaterhouseCoopers Inc., in its
capacity as monitor of SNS (the "Monitor"), has been authorized to market and
sell pursuant to the Order of the Honourable Xx. Xxxxxxx Xxxxxxxx dated December
7, 2001 (the "Order"). The Parties hereto further acknowledge and agree that
nothing in the Cooperation and Customer Support Agreement or the schedules
attached hereto, is intended to hinder or restrict or in any way hinders or
restricts, the rights of the Monitor and SNS to market and to sell the
intellectual property pursuant to the Order.
Section 6 Intellectual Property
The Parties acknowledge that all intellectual property of a Party
hereto existing as of the date hereof and any intellectual property developed
solely by employees or consultants of that Party during the term of this
Agreement, shall be and remain the property of that Party. Nothing in this
Agreement shall be construed as an attempt to transfer the ownership of any
intellectual property from one Party to the other.
Section 7 Non-Competition
In consideration of the terms and conditions of this Agreement, each of
SNS and Cedara covenants for the duration of the term of this Agreement that it
will not either individually or in partnership or in conjunction with each
other, use any current technology, systems and software of SNS to compete
directly with Medtronic on a worldwide basis in the neurosurgical end user
market for Current IGS Applications. The Parties acknowledge that for the
purposes of this Section 7, direct competition shall be defined only to mean any
marketing or sale made directly to the Customer under any trade name of Cedara
or SNS by Cedara or SNS, and any marketing or sale made directly to the Customer
in support of a third party by Cedara or SNS. Each of SNS and Cedara
acknowledges and agrees that the time, scope, geographic area and other
provisions of this Section 7 are reasonable in the circumstances of the
transactions contemplated by this Agreement and are given as an integral and
essential part of the transactions contemplated by this Agreement.
Section 8 Proposed dealings with SNS Technology
In the event that Cedara acquires SNS Technology and Cedara intends to
sell or license any SNS Technology not otherwise transferred to or licensed to
Medtronic in conjunction with this Agreement to a Medtronic's Competitor in the
neurosurgical end user market for Current IGS Applications, Cedara shall provide
Medtronic a written notice at least 10 Business Days prior to the completion of
any proposed sale to a Medtronic's Competitor. During such 10 Business Days
period, Cedara and Medtronic agree to negotiate in good faith a competitive bid.
An auction process to purchase such SNS Technology under this Section 8 shall
not require any such written notice to Medtronic or such negotiations.
Section 9 Termination
(1) This Agreement shall be effective on the Closing Date and shall
terminate on December 31, 2003, unless the Parties hereto agree in
writing to extend the term of the Agreement or if the Agreement is
terminated prior to the expiry of the term pursuant to Section 9(2).
(2) If either Party breaches this Agreement and upon thirty (30) days
written notice the notified Party is unable to correct the breach, the
other Party hereto may at any time terminate this Agreement by
providing the other Parties prior written notice of not less than 20
Business Days before the effective date of such termination (the
"Termination Date"). Upon termination of this Agreement pursuant to
this Section 9(2), Medtronic shall no later than 5 Business Days after
the Termination Date return all hard copies and electronic copies of
the materials referred to in Section 3(2)(d), (e) and (f) of this
Agreement.
Section 10 Miscellaneous
(1) Gender and Number - Any reference in this Agreement to gender includes
all genders and words importing the singular number only shall include
the plural and vice versa.
(2) Incorporation of Schedules - The schedules attached to this Agreement
shall, for all purposes of this Agreement, form an integral part of it.
(3) Notices - Any notice, direction or other communication given under this
Agreement shall be in writing and given by delivering it or sending it
by facsimile or other similar form of recorded communication addressed:
(a) To Medtronic at:
Medtronic Surgical Navigation Technologies
Attn: Business Development
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Telephone: 000.000.0000
Facsimile: 720.890.3500
With a copy to Medtronic' Counsel:
Medtronic, Inc. Law Department
Attn: General Counsel
000 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxx, XX 00000
Telephone: 000.000.0000
Facsimile: 763.572.5459
(b) To SNS or Cedara at:
Cedara Software Corp.
0000 Xxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxx X0X 0X0
Attention: Chief Executive Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to SNS and Cedara's Counsel:
Stikeman Elliott
Xxxxxxxx Xxxxx Xxxx
Xxxxx 0000
X.X. Xxx 00, Stn. Commerce Court
Toronto, Ontario M5L 1B9
Attention: Xxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Any such communication shall be deemed to have been validly and
effectively given (a) if personally delivered, on the date of such delivery if
such date is a Business Day and such delivery was made prior to 4:00 p.m.
(Toronto time) and otherwise on the next Business Day, or (b) if transmitted by
facsimile or similar means of recorded communication on the Business Day
following the date of transmission. Any Party may change its address for service
from time to time by notice given in accordance with the foregoing and any
subsequent notice shall be sent to such Party at its changed address.
(4) Time of the Essence - Time shall be of the essence of this Agreement.
(5) Arbitration -
(a) In the event any dispute, claim, question or difference (a
"Dispute") arises with respect to this Agreement or its
performance, enforcement, breach, termination or validity, the
Parties shall use their Best Efforts to settle the Dispute. To
this end, they shall consult and negotiate with each other, in
good faith and understanding of their mutual interests, to
reach a just and equitable solution satisfactory to all
Parties.
(b) If the Parties do not reach a solution pursuant to Section
9(5)(a) within a period of 15 Business Days following the
first notice of the Dispute by any Party to the others, then
upon written notice by either Party to the other, the Dispute
shall be finally settled by arbitration in accordance with the
provisions of the Arbitrations Act (Ontario) based upon the
following:
(i) The arbitration tribunal shall consist of one
arbitrator appointed by mutual agreement of the
Parties, or in the event of failure to agree within
10 Business Days following delivery of the written
notice to the arbitrate, any Party may apply to a
judge of the Ontario Superior Court of Justice to
appoint an arbitrator. The arbitrator shall be
qualified by education and training to rule upon the
particular matter to be decided;
(ii) The arbitrator shall be instructed that time is of
the essence in the arbitration proceeding and, in any
event, the arbitration award must be made within 40
Business Days of the submission of the Dispute to
arbitration;
(iii) After written notice is given to refer any Dispute to
arbitration, the Parties will meet within 15 Business
Days of delivery of the notice and will negotiate in
good faith any changes in these arbitration
provisions or the rules of arbitration which are
herein adopted, in an effort to expedite the process
and otherwise ensure that the process is appropriate
given the nature of the Dispute and the values at
risk;
(iv) The arbitration shall take place in Toronto, Ontario;
(v) The arbitration award shall be given in writing and
shall be final and binding on the Parties, not
subject to any appeal, and shall deal with the
question of costs of arbitration and all related
matters;
(vi) Judgement upon any award may be entered in any Court
having jurisdiction or application may be made to the
Court for a judicial recognition of the award or an
order of enforcement, as the case may be;
(vii) All Disputes referred to arbitration (including the
scope of the agreement to arbitrate, any statute of
limitations, set-off claims, conflict of laws rules,
tort claims and interest claims) shall be governed by
the substantive law of Ontario; and
(viii) The Parties agree that the arbitration shall be kept
confidential and that the existence of the proceeding
and any element of it (including any pleadings,
briefs or other documents submitted or exchanged, any
testimony or other oral submissions and any awards)
shall not be disclosed beyond the arbitrator, the
Parties, their counsel and any person necessary to
the conduct of the proceeding, except as may lawfully
be required in judicial proceedings relating to the
arbitration or otherwise.
(6) Expenses - Except as otherwise expressly provided in this Agreement,
all costs and expenses (including the fees and disbursements of legal
counsel, investment advisers and accountants) incurred in connection
with this Agreement and the transactions contemplated herein shall be
paid by the Party incurring such expenses.
(7) Amendments - This Agreement may only be amended or otherwise modified
by written agreement executed by SNS, Cedara and Medtronic.
(8) Entire Agreement - This Agreement constitutes the entire agreement
between the Parties with respect to the transactions contemplated in
this Agreement and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the Parties.
(9) Successors and Assigns - This Agreement shall become effective when
executed by SNS, Cedara and Medtronic and after that time shall be
binding upon and enure to the benefit of SNS, Cedara, Medtronic and
their respective successors and permitted assigns. Neither this
Agreement nor any of the rights or obligations under this Agreement
shall be assignable or transferable by any Party without the prior
written consent of the other Party except to any person who succeeds to
all or a substantial portion of the assigning Parties business to which
this Agreement relates.
(10) Severability - If any provision of this Agreement shall be determined
by an arbitrator or any court of competent jurisdiction to be illegal,
invalid or unenforceable, that provision will be severed from this
Agreement and the remaining provisions shall remain in full force and
effect.
(11) Governing Law - This Agreement shall be governed by and interpreted and
enforced in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein.
(12) Counterparts - This Agreement may be executed in any number of
counterparts (including counterparts by facsimile) and all such
counterparts taken together shall be deemed to constitute one and the
same instrument.
IN WITNESS WHEREOF the Parties have executed this Cooperation and
Customer Support Agreement.
SURGICAL NAVIGATION SPECIALISTS, INC.
By:
-------------------------
/s/ XXXXXXX XXXXX
Name: XXXXXXX XXXXX
Title:
CEDARA SOFTWARE CORP.
By:
---------------------------
/s/ XXXXXXX XXXXXXXXX
Name: Xxxxxxx Xxxxxxxxx
Title: Chairman & CEO
SURGICAL NAVIGATION TECHNOLOGIES, INC.
By:
---------------------------
/s/ XXXXXX XXXXX
Name: Xxxxxx Xxxxx
Title: Vice President & General Manager
SCHEDULE "A"
PURCHASED INVENTORY & PURCHASE PRICE
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Purchase Summary
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Item Number Description Purchase Qty Total Purchase
Price
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000000-1023-342 Xxxxxxx Cranial Phantom c/w Brain 21 553.58
------------------------------------------------------------------------------------------------------------------------
311194-5100-000 Lumbar Spine c/w spinal cord 17 361.69
------------------------------------------------------------------------------------------------------------------------
311194-5200-000 Cervical Vertabrae 10 172.91
------------------------------------------------------------------------------------------------------------------------
SNN-HW-MIS-00025 Spine Lumbar Sacrum p/n 1324-8 2 56.55
------------------------------------------------------------------------------------------------------------------------
SNN-HW-OPT-00045 Cranial Phantom Xxxxxxx 7 297.72
------------------------------------------------------------------------------------------------------------------------
SNN-HW-OPT-00046 Spinal Phantom 7 356.48
------------------------------------------------------------------------------------------------------------------------
305966-9656-000 DRF Support Arm Part 1 (leibinger) 8 531.02
------------------------------------------------------------------------------------------------------------------------
305966-9657-000 DRF Support Arm Part 2 (leibinger) 8 412.01
------------------------------------------------------------------------------------------------------------------------
305966-9659-000 DRF Support Arm Part 3 (leibinger) 7 154.36
------------------------------------------------------------------------------------------------------------------------
311194-5205-000 Cervical Spine Holder 7 106.89
------------------------------------------------------------------------------------------------------------------------
000-0000-00 Probe FS610 Aesculap 4 1,542.86
------------------------------------------------------------------------------------------------------------------------
SNN-HW-MIS-00035 ENT Headframe Velcro Head Strap 157 67.12
------------------------------------------------------------------------------------------------------------------------
SNN-HW-MIS-00036 ENT Headframe Ear Plugs 2 per pkg. 71 3.94
------------------------------------------------------------------------------------------------------------------------
SNN-HW-MIS-00037 ENT Headframe Nose Pad 35 14.44
------------------------------------------------------------------------------------------------------------------------
snn-hw-opt-00098 Medium F.P. Headframe Assembly 8 1,770.13
------------------------------------------------------------------------------------------------------------------------
snn-hw-opt-00099 Large F.P. Headframe Assembly 5 1,122.54
------------------------------------------------------------------------------------------------------------------------
snn-hw-opt-00100 Medium Pol. Headframe Assembly 2 442.53
------------------------------------------------------------------------------------------------------------------------
snn-hw-opt-00101 Large Pol. Headframe Assembly 3 673.52
------------------------------------------------------------------------------------------------------------------------
SNN-LC-INS-00001 Probe FS611 (130mm hooked) 1 364.06
------------------------------------------------------------------------------------------------------------------------
SNN-LC-INS-00002 Probe FS612 (170mm Straight) 5 2,414.49
------------------------------------------------------------------------------------------------------------------------
SNN-LC-INS-00003 Probe FS613 - Polaris 10 2,610.96
------------------------------------------------------------------------------------------------------------------------
SNN-LC-INS-00004 Probe FS615 (130mm) 3 1,456.11
------------------------------------------------------------------------------------------------------------------------
SNN-LC-INS-00023 FS900R Spinal DPT 3 2,100.71
------------------------------------------------------------------------------------------------------------------------
SNN-LC-INS-00024 FS902R Spinal Awl 2 611.67
------------------------------------------------------------------------------------------------------------------------
SNN-LC-INS-00026 Flashpoint DRF 120mm 14 4,769.65
------------------------------------------------------------------------------------------------------------------------
SNN-LC-INS-00027 Flashpoint Probe 135mm SurePoint 14 6,390.89
------------------------------------------------------------------------------------------------------------------------
SNN-LC-INS-00033 F/P 175mm Wired Probe 23 5,375.00
------------------------------------------------------------------------------------------------------------------------
SNN-LC-INS-00042 DRF 50mm FlashPoint - Universal Attachment 10 3,641.91
------------------------------------------------------------------------------------------------------------------------
SNN-LC-INS-00053 SNN Europe 3 Sphere Tracker SNN-101 10 808.97
------------------------------------------------------------------------------------------------------------------------
snn-lc-opt-00034 175mm Wired Probe Kit FlashPoint - Equivalent 14 3,273.33
------------------------------------------------------------------------------------------------------------------------
000000-0407-201 Power Conditioner (Japan) 2 211.61
------------------------------------------------------------------------------------------------------------------------
000000-1034-185 Registration Pointer (ENT) - Concave Tip Flashpoint 5 108.22
------------------------------------------------------------------------------------------------------------------------
000000-1102-409 Flashpoint Wireless Transmitter & Cable 5 600.00
------------------------------------------------------------------------------------------------------------------------
000000-1110-145 Footswitch (square) 5 18.75
------------------------------------------------------------------------------------------------------------------------
305966-9030-000 SMN-SENDER FUER OPMI ES 5 75.00
------------------------------------------------------------------------------------------------------------------------
305966-9654-000 MKM IGT Camera 2 2,159.89
------------------------------------------------------------------------------------------------------------------------
305967-8200-000 VERBINDUNGSKABEL STN MIT WS 5 75.00
------------------------------------------------------------------------------------------------------------------------
305967-9020-000 Button Box 5 19.74
------------------------------------------------------------------------------------------------------------------------
305994-9220-000 Storage Works bay model BA353-AA 2 1,352.63
------------------------------------------------------------------------------------------------------------------------
SNN-HW-CAB-00002 Cable Video 8 coax-DSub Matrox 5 86.25
------------------------------------------------------------------------------------------------------------------------
SNN-HW-CAB-00004 Cable Network Patch 3' 10 5.43
------------------------------------------------------------------------------------------------------------------------
SNN-HW-CAB-00005 Polaris/Zeiss Adapt.Cbl. for LC4 Cart 10 126.99
------------------------------------------------------------------------------------------------------------------------
SNN-HW-CAB-00006 Cable Fibre ST to Fibre ST Patch 7' 10 47.66
------------------------------------------------------------------------------------------------------------------------
SNN-HW-CAB-00007 Cable Network Patch 25' 10 10.43
------------------------------------------------------------------------------------------------------------------------
SNN-HW-CAB-00008 Terminator SCSI Active Centronics 50 6 2.25
------------------------------------------------------------------------------------------------------------------------
SNN-HW-CAB-00009 Cable SCSI External C50 to HD50 6' 3 20.50
------------------------------------------------------------------------------------------------------------------------
SNN-HW-CAB-00013 Power bar 230V 5 149.25
------------------------------------------------------------------------------------------------------------------------
SNN-HW-CAB-00016 Cable Polaris to PC 7 50.19
------------------------------------------------------------------------------------------------------------------------
SNN-HW-CAB-00017 Cable Polaris to TIU 7 157.56
------------------------------------------------------------------------------------------------------------------------
SNN-HW-CAB-00021 Cable PC to FP Control 7 12.99
------------------------------------------------------------------------------------------------------------------------
SNN-HW-CAB-00022 Cable FP camera to FP control 11 988.98
------------------------------------------------------------------------------------------------------------------------
SNN-HW-CAB-00023 Cable "Y" FlashPoint Control 10 88.46
------------------------------------------------------------------------------------------------------------------------
SNN-HW-COM-00005 Media Converter 10BT to 10B2 (Coax) 240V 2 42.00
------------------------------------------------------------------------------------------------------------------------
SNN-HW-COM-00006 Lava PCI Dual Serial Card 5 42.75
------------------------------------------------------------------------------------------------------------------------
SNN-HW-COM-00007 Media Convert 10BT/10B2 (115V) 2 33.00
------------------------------------------------------------------------------------------------------------------------
SNN-HW-COM-00024 Terminator SCSI JDC 50p 10 3.75
------------------------------------------------------------------------------------------------------------------------
SNN-HW-COM-00029 Drive DAT Sony 12/24GB SDT-9000-SI 5 1,557.69
------------------------------------------------------------------------------------------------------------------------
SNN-HW-COM-00035 Media Converter 10BT to Fibre Optic 230V 10 297.27
------------------------------------------------------------------------------------------------------------------------
snn-hw-com-00065 100BT to Fibre ST Transciever 115V 2 83.53
------------------------------------------------------------------------------------------------------------------------
snn-hw-com-00066 100BT to Fibre ST Transceiver 230V 2 85.33
------------------------------------------------------------------------------------------------------------------------
SNN-HW-MEC-00001 Zeiss/Pol Stand Adapt. 3 16.85
------------------------------------------------------------------------------------------------------------------------
SNN-HW-MEC-00003 Support Arm Tracker System 3 753.44
------------------------------------------------------------------------------------------------------------------------
SNN-HW-MEC-00004 DRF Tracker Mount Adapt. 3 33.35
------------------------------------------------------------------------------------------------------------------------
SNN-HW-MIS-00012 Conn BNC Tee Adapter Xxxx-Plug-Xxxx 5 5.81
------------------------------------------------------------------------------------------------------------------------
SNN-HW-MIS-00013 Conn BNC 50ohm terminate 5 3.26
------------------------------------------------------------------------------------------------------------------------
SNN-HW-MIS-00019 Transformer 230V ISO PowerVar ABC750-22-ISO 4 579.00
------------------------------------------------------------------------------------------------------------------------
SNN-HW-MIS-00029 UPS 0000XX XxxxxXxx ACE1000-RM 5 824.25
------------------------------------------------------------------------------------------------------------------------
SNN-HW-MIS-00030 Power Conditioner 115V ABC500-91 5 581.25
------------------------------------------------------------------------------------------------------------------------
SNN-HW-OPT-00016 Microscope connectivity kit 6 3,181.18
------------------------------------------------------------------------------------------------------------------------
SNN-HW-OPT-00026 SNN Dell 610 Host System c/w DAT /modem 1 2,523.93
------------------------------------------------------------------------------------------------------------------------
SNN-HW-OPT-00082 Passive Marker Kit 1 48.08
------------------------------------------------------------------------------------------------------------------------
XXX-XX-XXX-00000 Xxxxxxx X0 Xxxxxx Xxxxx 3 29,636.75
------------------------------------------------------------------------------------------------------------------------
SNN-LC-CAM-00008 Polaris TIU 3 3,267.80
------------------------------------------------------------------------------------------------------------------------
SNN-LC-CAM-00009 Flashpoint Control PC 7 48,234.35
------------------------------------------------------------------------------------------------------------------------
SNN-LC-CAM-00010 Flashpoint Camera Array 4 15,693.24
------------------------------------------------------------------------------------------------------------------------
SNN-LC-INS-00028 Flashpoint Tool Box Zeiss 5 386.81
------------------------------------------------------------------------------------------------------------------------
SNN-LC-INS-00037 Leibinger Spine Clamp 5 627.47
------------------------------------------------------------------------------------------------------------------------
SNN-LC-INS-00038 Xxxx.Spine Clamp Adapt DRF to spine clamp 5 836.63
------------------------------------------------------------------------------------------------------------------------
SNN-LC-INS-00064 Leibinger Support Arm 5 513.75
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
Canadian Dollars 158,718.29
------------------------------------------------------------------------------------------------------------------------
Conversion Rate 0.626828
------------------------------------------------------------------------------------------------------------------------
US Dollars (Purchase Price) 99,489.07
------------------------------------------------------------------------------------------------------------------------
SCHEDULE "B"
IGS PATENT LICENSE AGREEMENT
1. GRANT OF RIGHTS
WHEREAS SNS has sold to its customers IGS Systems, as herein defined,
WHEREAS SNS wishes Medtronic to continue to support such systems
WHEREAS Medtronic has agreed to provide support under the terms and conditions
set out in this Agreement, and
WHEREAS the provision of this support may cause Medtronic to perform activities
or supply product falling within the scope of protection afforded by the patents
and patent applications owned or controlled by SNS, (hereinafter referred to as
the "Listed Patents") namely:
(a) European patent EP 501993 - issued as the following;
o Xxxxxxx XX 00000000
x Xxxxxx XX 0501993
o Italy IT 0501993
o UK 0501993; and (b) Canadian patent CA 2,003,497.
NOW THEREFORE IT IS AGREED AS FOLLOWS,
1.1. Grant of Rights. SNS grants to Medtronic, subject to the conditions as
described below, and Medtronic accepts, a limited, non-exclusive
license to use the Listed Patents in providing support for the IGS
Systems supplied by SNS prior to this Agreement.
1.2. Royalty. The license granted under 1.1 above shall be on a royalty free
basis.
1.3. Limited Use. The license granted under 1.1 above is solely to permit
Medtronic to provide support to the Customers during the period in
which they continue to operate and maintain IGS systems purchased from
SNS. For greater certainty and without limiting the generality of the
above, no license under the listed patents beyond the limited use
specified is given under this Agreement and no license is provided for
any replacement of an IGS System supplied by SNS with an equivalent
system supplied by any other party, including Medtronic.
1.4. Term of License The license terminates concurrent with the termination
of the "Cooperation and Customer Support Agreement".
1.5. The license does not extend to any IGS Systems supplied by SNS that
have been upgraded by or under the direction of Medtronic where such
upgrades result in a IGS System utilising technology significantly
different from the SNS Technology.
1.6. No other rights with respect to the Listed Patents, express or implied
are granted by this Agreement, including the right to use such patents
in the operation of systems other than the SNS IGS system.
2. OWNERSHIP
2.1. Ownership SNS patents. All right, title and interest in and to all SNS
patents, including the Listed Patents, is owned by SNS.
2.2. Maintenance of the Listed patents. SNS shall at its sole discretion
determine whether or not to maintain any or all of the Listed Patents.
2.3. Enforcement of the Listed Patents. SNS shall at its sole discretion
determine whether or not to enforce the rights provided under the
Listed Patents and Medtronic agrees that not withstanding the limited
license provided hereunder it will not initiate or participate in any
action or exercise any rights it may have under the Listed Patents
without the express written permission of SNS, which may be
unreasonably withheld.
3. SUB-LICENSING CONDITIONS
3.1. Sub-licensing Provisions. Medtronic has no rights to sub-license any
SNS patents.
SCHEDULE "C"
IGS SOFTWARE LICENSE AGREEMENT
1. GRANT OF RIGHTS
WHEREAS SNS has sold to its customers IGS Systems, as herein defined,
WHEREAS SNS wishes Medtronic to continue to support such systems, and
WHEREAS Medtronic has agreed to provide support under the terms and conditions
set out in this Agreement, and
WHEREAS the provision of this support may cause Medtronic to perform activities
requiring detailed knowledge of the internal software architecture of the IGS
System, and
WHEREAS SNS has agreed to provide Medtronic knowledge and source code related to
the interface between the MKM Microscope (a robotic surgical microscope
developed and marketed by Xxxx Zeiss) and the IGS System,
NOW THEREFORE IT IS AGREED AS FOLLOWS,
1.1. Grant of Rights. SNS grants to Medtronic, and Medtronic accepts, a
limited, non-exclusive (subject to Article 7) license:
(a) to use one copy of the source code of SNN 3.0, the "Source
Code" (as defined later), residing on Medtronic's computer
systems for the sole purpose of supporting the Customer within
the intent and in accordance with the stated purposes
specified in the main body of the Agreement;
(b) to have another copy of the Source Code on a backup media;
(c) to modify, rebuild, and re-deploy the SNN 3.0 application as
required to effectively support the Customer;
1.2 For the purposes of this Agreement:
(a) The "Source Code" comprises:
1. Source code, developed by SNS, for the SNN 3.0 product that is deployed
to Customers for use in cranial, spinal, ENT and stereotactic headframe
clinical applications; and
2. Libraries and header files of the Cedara IAP platform required for
rebuilding the SNN 3.0 product; and
3. Source code, specifically developed by the SNS to implement a
communication protocol on the IGS System for managing communication
between the MKM Microscope and the IGS System, the "MKM Interface
Code".
(b) For sake of clarity, "Source Code" specifically excludes:
1. Any content of SNN Fluoro, except that which was reused from SNN 3.0
and therefore is also part of SNN 3.0; and
2. Any content of new generations of product, based on SNN 3.0, but never
released to Customers (except for the MKM Interface Code); and
3. Any content related to IAP, the underlying platform licensed from
Cedara software.
1.3 The grant of rights to Medtronic is solely for the purpose of Medtronic
fixing defects in the existing functionality of the Customer systems,
and thus, for example, specifically excludes new incremental features
being added to the product.
1.4 The grant of rights terminates concurrent with termination of the
"Cooperation and Customer Support Agreement".
1.5 Upon expiry of the license granted hereunder, Medtronic shall destroy
any and all electronic and hard copy materials related to the Source
Code and all modifications of any kind or rebuilds of the source code
whether made by Medtronic or at it's cost or otherwise (collectively
called the "Modifications"). Except that Medtronic shall be allowed to
keep a single copy of the Source Code and Modifications in the files of
its Law Department for the sole purpose of documenting such Source Code
and Modifications will be used solely for legal purposes with no access
for any other purpose, including but not limited to development
purposes.
1.6 No other rights with respect to the SNS Software, express or implied
are granted by this Agreement.
4.2. OWNERSHIP
Ownership of SNS Software. All right, title and interest in and to the Source
Code, including but not limited to translations, is owned by SNS. These rights
are protected by United States, Canadian and English intellectual property right
laws, international treaty provisions and other applicable national laws.
3. SUB-LICENSING CONDITIONS
Sub-licensing Provisions. Medtronic is granted no rights to sub-license or
otherwise commercially exploit the Source Code or any Modifications (as
collectively defined above).
4. LIABILITY
4.1. Any limitations of liability which may be granted to Medtronic by SNS
in any other part of the agreement or any other schedule thereto shall
not apply to any breach by Medtronic of any of its obligations and
duties under this schedule.
5. CONFIDENTIAL INFORMATION
5.1. [For certainty, the Source Code shall constitute confidential
information of SNS.
6. MKM INTERFACE
6.1. Notwithstanding any other provision of this Schedule, the license to
technology described in Article 1.2 (a) 3 (i.e. the MKM Interface Code)
shall be non-exclusive and perpetual to Medtronic. Additionally
Articles 1.3, 1.4, and 1.5 do not apply to the MKM Interface Code.
6.2. For clarification, the exclusive license of Article 6.1 applies only to
source code that was specifically developed by the SNS for use with the
MKM Interface. Thus, any code that was reused from other existing
microscope, or that was written with the purpose of being general to
any microscope is excluded.
6.3. For further clarification, the SNS Instrument Manager software
implementation is not included in the MKM Interface Code.
6.4. Not withstanding the foregoing, Medtronic license under Article 6.1
shall be construed to allow Medtronic to completely implement an
interface to the MKM Microscope.
6.5. Cedaraand SNS will not work with any other party to support or assist
with integration of an IGS system to the MKM microscope.
SCHEDULE "D"
LIST OF MEDTRONIC COMPETITORS
Brainlab
Cbyon
Xxxxxxx & Xxxxxxx (Biosense)
Medivision
Radionics
Stryker
Sulzer (Orthosoft)
Universal Robotic Systems (URS)
Visualization Technologies Inc. (VTi)
Z-Kat
