Technology Integration and Distribution Letter Agreement - Cardiac Science Inc. and Data Critical Corp.
Technology Integration and Distribution
Letter Agreement
CARDIAC SCIENCE INC. AND DATA CRITICAL CORPORATION
This Letter Agreement ("Agreement") is made between Cardiac Science Inc.
("CSI"), a Delaware Corporation and Data Critical Corporation (" Data Critical
or "DCC"), a Delaware Corporation. Both have executed a Non-Disclosure Agreement
regarding this Agreement and the technologies involved.
1. DCC WIRELESS NOTIFICATION TECHNOLOGY (CURRENTLY "ALARMVIEW(TM)")
INTEGRATION. DCC, with engineering help from CSI, will perform the work
necessary to interface DCC's wireless technology (currently the
AlarmView system and any improvements to the Alarm View product under
the term of this agreement) to the CSI's Powerheart -Registered
Trademark- product and, at DCC's discretion, all future CSI automatic
external cardioverter defibrillator devices ("AECD") technology. In the
event that CSI's AECD technology is integrated into a third party
manufactured product, CSI agrees to exclusively offer the DCC's
wireless alarm notification technology, which DCC at its sole
discretion may provide. Note that any customization beyond the DCC
standard AlarmView product is above and beyond the time and money scope
of this proposal. DCC will provide the technical expertise, hardware,
software and (if appropriate and agreed to by both parties) regulatory
acceptance and approvals necessary to provide CSI with a wireless alarm
notification system for in-hospital use with the Powerheart product
and, in DCC's sole discretion, all future CSI AECD technology products.
2. TECHNOLOGY FEE. DCC will charge CSI a non-refundable Technology Fee of
$150,000.00 (one hundred fifty thousand dollars) upon DCC's acceptance
of this Agreement. This Technology Fee is for past services rendered in
connection with the development of this proposal. CSI will pay DCC this
non-refundable fee within three (3) months of signing this Agreement.
3. ALARMVIEW DISTRIBUTION. CSI will quote, sell, install and support the
AlarmView product directly to CSI's U.S. and Canadian customers. Upon
regulatory release, CSI will also quote, sell, install and support the
AlarmView product to specific international customers. CSI will offer
AlarmView with its Powerheart products to end-users and Distributors.
4. CO-MARKETING AND TRADE SHOW SUPPORT. DCC and CSI will co-market the
AlarmView system at appropriate trade shows and industry meetings. CSI
will demonstrate, when applicable, the AlarmView product with the
Powerheart to customers, distributors (including, but not exclusive to,
Medtronic Physio-Control) and when applicable, at sales meetings. DCC
will, if requested by CSI, attend CSI's national sales meeting and
regional meetings at DCC's expense.
5. TECHNOLOGY TRANSFER PRICING & PAYMENT TERMS. ***
6. RELEASE DATE OF PRODUCT: Release Date of Product shall be defined as
the date when all necessary work to integrate the Alarm View into the
Powerheart and regulatory clearance is completed enabling the products
to be sold in the U.S.
7. EXCLUSIVITY, PURCHASE MINIMUMS AND TERM. ***
8. DCC DEVELOPMENT OBLIGATIONS/NON-RECURRING ENGINEERING (NRE): DCC will
perform the required development, engineering, and testing work
necessary to interface DCC's AlarmView system into CSI's Powerheart
such that the resulting product can be sold, distributed and supported
to end user customers in the U.S. and Canada. Such work will be
targeted to be completed within ninety (90)
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days of the signing of this agreement, though this timeframe might be
shortened or extended upon completion of a technical review by both
parties. In return for such obligations, CSI shall agree to purchase
and distribute AlarmView products in accordance with the terms of this
Agreement and shall pay DCC a Non-Recurring Engineering ("NRE") fee of
$25,000 at the Release Date of Product.
9. ONGOING OBLIGATIONS: DCC will provide CSI with ongoing engineering
support for the AlarmView product during the term of the agreement at
DCC's cost after the Release Date of Product.
10. WARRANTY: DCC shall warrant the AlarmView product to be free from
defects for a period of fifteen (15) months from date of shipment to
CSI.
11. REGULATORY: DCCA agrees to provide CSI with the necessary information
that CSI will require in order for CSI to complete any regulatory work
and/or filings (i.e. Letter to File, or 510(k), if applicable) to the
U.S. FDA or any other applicable regulatory bodies. DCC acknowledges
that its AlarmView product is being integrated into CSI's product, and
therefore, responsibility for regulatory reporting matters likely rests
with CSI. CSI agrees that it will inform DCC of any customer complaints
that may arise pertaining to the DCC's AlarmView.
12. FILES AND DEMONSTRATION EQUIPMENT: CSI will make available at no cost
to DCC all files, file structures, and any demonstration/ simulation
equipment needed for DCC to write and complete interface code. CSI will
provide an engineering contact/liaison for technical support. All
proprietary CSI documentation will be kept in the DCC Oklahoma City or
Bothell offices under security and pursuant to the terms of that
certain Confidentially Agreement previously executed by and between the
parties. Further, CSI will make demonstration Powerheart product
available to DCC as required for the AlarmView technology Integration
work.
13. INTERNATIONAL SALES. DCC will evaluate and may, at its sole discretion,
provide the necessary regulatory, testing and engineering work for
non-U.S. country sales (primarily Europe). If DCC completes such work
to make its products available in any international markets for any
other customer, then, DCC will use its best efforts to provide an
AlarmView product with said capability for the CSI.
14. TERMINATION: This Agreement may be terminated as follows:
(a) IMMEDIATE FOR CAUSE. In the event of any of the following, the
non-breaching party may terminate this Agreement if:
- Any employee or representative of the other party commits any illegal
or unethical act in the course of carrying out any of its duties under
this Agreement, or
- Either party or its parent or any of its principal owners becomes
insolvent or is the subject of a bankruptcy or other insolvency
proceeding.
(b) FOR CAUSE. Either party may terminate this Agreement if the other
party is in default of any representation, warranty, covenant or other
obligation in this Agreement and fails to cure such default within
twenty (20) days of written notice from the other party specifying the
nature of such default. Thereafter, the party giving such notice may
terminate this Agreement by a separate thirty (30) days notice.
15. EFFECT OF TERMINATION. Upon the effective date of termination or
expiration of this Agreement for any reason, the obligations and
responsibilities of the parties one to the other contained herein shall
cease; provided, however, that the same shall not release CSI from
payments which may be due to DCC as a result of prior sales or prior
obligations incurred, and these shall be paid as they become due; and,
provided, further, however, that all obligations with respect to
confidentiality, and other obligations which by their nature are
continuing or which are specifically stated to survive the termination
or expiration of the Agreement shall survive the termination or
expiration of this Agreement. In the event CSI terminates for cause,
CSI may, at its option, cancel any outstanding
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order for purchase which has not been shipped by the effective date of
termination. In the event DCC terminates for cause, CSI will be
obligated to fulfill all obligations, including but not limited to
full compensation under Sections 5, 7 and 8.
16. ANNOUNCEMENT OF THIS AGREEMENT. CSI and DCC will issue a mutually
agreed upon joint press release regarding this Letter Agreement within
five business days of signing.
Agreed to:
CARDIAC SCIENCE INC. DATA CRITICAL CORPORATION
/s/ Raymond W. Cohen /s/ Michael E. Singer
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President & CEO Chief Financial Officer
Date March 17, 2000 Date March 17, 2000
SECTIONS MARKED FOR CONFIDENTIAL TREATMENT
All sections marked as "***" have been omitted pursuant to a request for
confidential treatment. The omitted sections have been filed separately.