**Exhibit 10.16**

** **

**AMENDMENT NO. 1 TO**

**MARKETING AND DISTRIBUTION AGREEMENT**

**DATED MARCH 30, 2007 BETWEEN**

**VITAL IMAGES, INC. AND TOSHIBA MEDICAL SYSTEMS CORPORATION**

 

**THIS AMENDMENT NO. 1 (the “Amendment”)** ismade as of November 26, 2007 by and between Vital Images, Inc., a Minnesota corporation having its principalplace of business at 5850 Opus Parkway, Suite 300, Minnetonka, Minnesota55343 USA (“Vital Images”)  and Toshiba Medical Systems Corporation havingits place of business at 1385, Shimoishigami, Otawara-Shi, Tochigi 324-8550,Japan (“Toshiba”).

 

ThisAmendment modifies the Marketing and Distribution Agreement dated March 30,2007 between the parties. Under this Amendment, the following items in theAgreement are modified as set forth below:

 

1.             Article 4.5(“Customer Training”): This Article is amended by inserting, at the end ofthe Article, the following: “Vital Images is under no obligation to provideapplications training to end users beyond twelve (12) months from installationof the related software at the end users’ site.”

 

2.             Article 8.1(“Government Approval”): This Article is amended to include the followingsentence: “Notwithstanding the above, Toshiba shall prepare and file allapplications required to obtain all necessary Government Approval for Japan forthe Products set forth in this Amendment No. 1.  Vital Images shallfurnish Toshiba with such assistance and cooperation as may be reasonablyrequested in connection with the securing of such Government Approval.”

 

3.             Article 12.7 (“Co-Branding”): This Article isnewly added, to state the following: “Toshibaand Vital Images will co-brand to the benefit of both parties the Productsprovided pursuant to Exhibit E of this Amendment No. 1. The detailsof the cobranding will be agreed upon by both parties prior to the marketlaunch of such Products.”

 

4.             Exhibit A:The Products set forth on Exhibit A to this Amendment shall be added to Exhibit Aof the Agreement.

 

5.             Exhibit B:The Territory as set forth in Exhibit B of the Agreement shall be amendedto state the following: “Worldwide, except for those countries barred by theOffice of Foreign Assets Control (“OFAC”) of the U.S. Department of theTreasury.”

 

6.             Exhibit E:The pricing for licenses of and maintenance for the Products provided under thisAmendment are set forth in Exhibit E to this Amendment, which shall beadded to the Agreement.

 

7.             ThisAmendment shall take effect retroactively as of January 1, 2007.

 

8.             Exceptas amended hereby, the Agreement shall remain in full force and effect in accordancewith its original terms. The amended portions of the Agreement shall be read,wherever reasonable to do so, to be consistent with the portions not soamended; provided that the amended portions shall be deemed to control and anyconflict shall be resolved in favor of such amended portions.

 

----

 

**IN WITNESS WHEREOF,**the parties have caused this Agreement to be executed by their duly authorizedrepresentatives below.

 
| VITAL IMAGES, INC. |                                         | TOSHIBA MEDICAL SYSTEMS   CORPORATION |
|--------------------|----------------------------------------------|---------------------------------------|
|               |                                         |                                  |
| By                 | /s/ Susan A. Wood                            |                                  | By | /s/ Yusuke Toki |
|               |                                         |                                  |   |
| Name               | Susan A. Wood                                |                                  | Name | Yusuke Toki |
|               |                                         |                                  |
| Title              | Executive Vice President,  Product Marketing |                                  | Title | CT General Manager |
|               | and Development                              |                                  |   |
|                    |                                              |                                       |  |  |  |  |  |  |

 

----

 

**EXHIBIT A**

**PRODUCTS**

 

***Exhibit A of the Agreement  is modified by adding the following products:***

 

| #* |
|----|
| #* |
| #* |
| #* |

* *

----

**when and if available*

 

**# Confidential Treatment has beenrequested, the portion indicated has been redacted and the redacted portion hasbeen separately filed with the Securities and Exchange Commission.**

 

----

 

**EXHIBIT B**

**TERRITORY**

 

Worldwide,except for those countries barred by the

 

Office of Foreign Assets Control (“OFAC”) ofthe U.S. Department of the Treasury

 

----

 

**EXHIBIT E**

**PRODUCT PRICE LIST**

 

***Exhibit E****of the**Agreementis modified by adding the following package and maintenance prices:***

 

**ADDITIONAL SOFTWARE PACKAGEPRICING**

 
| **Package**                                                     | ** **          | **Pricing** |
|-----------------------------------------------------------------|---------------------|-------------|
| ** **                                                      | **U.S.A.   (2007)** | ** **  | **Non-U.S.A.   (2007)** |
| **Genesis**                                                     |                | **$**       | ** #** | ** ** | **$** | ** #** |
| ·    *Vitrea**â*                       |                |        |   |   |
| ·    *CT Colonography option*               |                |        |   |   |
| ·    *Automated Vessel Measurements option* |                |        |   |   |
| ·    *VScore**Ô**option*               |                |        |   |   |
| ·    *Peripheral Vessel Probe option*       |                |        |   |   |
| ·    *CT Cardiac option*                    |                |        |   |   |
| ·    *Cardiac Functional Analysis option*   |                |        |   |   |
| ·    *# **                                  |                |        |   |   |
| ·    *sure PLAQUETM option*             |                |        |   |   |
| ·    *# **                                  |                |        |   |   |
| ·    *# **                                  |                |        |   |   |
| ·    *# **                                  |                |        |   |   |
|                                                                 |                     |             |  |  |  |  |

 

----

**when and if available*

 

**ADDITIONAL MAINTENANCE PRICINGOPTIONS**

 
| **Service**         | ** ** | **U.S.A.  (2007)** | ** ** | **Non-U.S.A.   (2007)** |
|---------------------|------------|--------------------|------------|-------------------------|
| ** **          | ** ** | ** **         | ** ** | ** **              |
| **Genesis Package** | ** ** | **$**              | **#**      | ** **              | **$** | **#** |
|                     |            |                    |            |                         |  |  |

 

----

**# Confidential Treatment has beenrequested, the portion indicated has been redacted and the redacted portion hasbeen separately filed with the Securities and Exchange Commission.**

 

----