definiens: ) and Replacement Electrodes referred to collectively as as defined in Appendix 1 below which, among other things, externally defibrillate a human heart . NK develops, manufactures, distributes and sells various medical devices and systems including patient monitoring systems and defibrillators . NK and CSC prev iously entered into an OEM Supply and Purchase Agreement, dated March 1, 2002, as amended by Amendment No . 1 dated March 16, 2005 ( the ) for the purchase and sale of Products . The term of the Prior Agreement expires on December 31, 2007 . N K desires to continue to purchase from CSC, and CSC desires to continue to sell to NK AED 9231s and Replacement Electrodes made by CSC for resale under one or more of NK ’s trademarks or brand names . CSC Products sold under the NK trademark or brand name will be sold exclusively by NK . NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter contained, and other consideration the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed between the parties as follow s : TERMS AND CONDITIONS 1 . GRANT OF RIGHTS 1.1 License . Subject to the terms of this Agreement, CSC grants to NK the non -assignable and non -transferable right and license to : ( a ) Resell and sub -license the NK -branded AED 9231s to end -users or to other thir d parties for sale ; ( b ) Resell and sub -license the Replacement Electrodes to end -users or to other third parties for sale and sub -license to end -users for use only with AED 9231s ; [ * ] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission . ( c ) Use CSC Marks in connection with the marketing, resale and sublicensing of Products, pursuant to CSC ’s prior written approval, such approval not to be unreasonably withheld ; and ( d ) Resell and sub -license the Products as provided herein under NK ’s own Marks and using NK ’s own labeling and packaging ; provided, however, that NK maintains all CSC Marks and other proprietary notices contained on the Products . 1.2 Exclusive Appointmen t. CSC appoints NK as it exclusive distributor to market, sell and distribute the AED 9231 to end user customers in Japan during the Term