*Execution Copy*EXHIBIT 10.59**FOURTH AMENDMENT TO OEM PURCHASE AGREEMENT**     This Fourth Amendment (this “Amendment”) is made as of October 20, 2006, by and betweenCardiac Science Corporation (f/k/a Cardiac Science, Inc.), a Delaware corporation (“Supplier” or“Cardiac Science” or “CSC”), a medical device developer and manufacturer of automated externaldefibrillators, having its principal place of business at 3303 Monte Villa Parkway, Bothell, WA98021, and GE Medical Systems Information Technologies, Inc., a Wisconsin corporation d/b/a GEHealthcare (“GEMS-IT”), having its principal place of business at 8200 W. Tower Avenue, Milwaukee,WI 53223.**W I T N E S S E T H:**     WHEREAS, CSC and GEMS-IT are parties to that certain OEM Purchase Agreement dated July 29,2003 (“Initial OEM Purchase Agreement”), as amended by (i) Amendment One thereto dated August 10,2004 (“Amendment One”), (ii) Second Amendment thereto dated February 14, 2005 (“Amendment Two”),and (iii) Third Amendment thereto dated June 10, 2005 (“Amendment Three”). The Initial OEM PurchaseAgreement, Amendment One, Amendment Two, and Amendment Three are collectively referred to herein asthe “OEM Purchase Agreement”.     WHEREAS, CSC and GEMS-IT desire to supplement and further amend the OEM Purchase Agreement asset forth herein.     NOW THEREFORE, in consideration of the premises and other good and valuable consideration, thereceipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:     1. Construction. Except as provided in this Amendment, the terms and conditions setforth in the OEM Purchase Agreement shall remain unaffected by the execution of this Amendment. Tothe extent any provisions or terms set forth in this Amendment conflict with the terms set forth inthe OEM Purchase Agreement, the terms set forth in this Amendment shall govern and control. Termsnot otherwise defined herein, shall have the meanings set forth in the OEM Purchase Agreement.This Amendment [ * ]  designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the commission.
 

 
amends the OEM Purchase Agreement and not that certain OEM Purchase and Supply Agreemententered into by the parties on July 29, 2003.     2. Section 1.6 of the OEM Purchase Agreement [as amended by Section 3 of Amendment Three] ishereby deleted in its entirety and replaced with the following:“Term of Agreement. This Agreement will commence as of the Effective Date and continuethrough the calendar year ending five (5) years (the “Term”) after the date of the first deliveryto GEMS-IT by Cardiac Science of the OEM Products capable of commercial resale by GEMS-IT in theUnited States and European countries accepting the CE Mark (the “First Delivery Date”), unlessterminated earlier under the terms of the this Agreement. (For example, if the First Delivery Dateis October 1, 2006, the Term will end December 31, 2011.) If the First Delivery Date has notoccurred prior to December 31, 2006, GEMS-IT may at its option terminate this Agreement.”     3. Section 3.4 of the OEM Purchase Agreement [as amended by Section 3 of Amendment One andSection 5 of Amendment Three] is hereby deleted in its entirety and replaced with the following:“Forecasts and Minimum Purchases. GEMS-IT will provide a six (6) month rolling Forecast ofits projected Orders. Any quantities listed in any Forecast or other correspondence between theparties are only estimates made as an accommodation for planning purposes and do not constitute acommitment on GEMS-IT’s part to purchase such quantity. GEMS-IT may revise any Forecasts in itssole discretion. During the Term, GEMS-IT shall purchase from Supplier a minimum of one thousandseven hundred (1,700) units of OEM Products during each full twelve (12) month period (“AnnualMinimum Purchase”), commencing with the first full calendar quarter after the First Delivery Date;provided, that (i) the OEM Products perform in accordance, and fully comply, with theSpecifications and (ii) all Regulatory Approvals remain in full force and effect in accordance withSection 14.3. If either of the above conditions are not satisfied, then GEMS-IT shall be releasedfrom the Annual Minimum Purchase obligations for the annual period(s) in which such conditions arenot satisfied, and the parties shall meet and discuss in good faith adjustments to the AnnualMinimum Purchase.”     4. Section 4.1 of the OEM Purchase Agreement is hereby deleted in its entirety and replacedwith the following:“4.1 OEM Product Prices. Supplier’s prices for the OEM Products arelisted in Exhibit C of this Agreement attached hereto in U.S. currencyunless otherwise stated, and may not be increased without GEMS-ITs written consent.The prices for Parts will be established in accordance with Exhibit D ofthis Agreement attached hereto, unless the parties mutually agree to a differentprice schedule for Parts. OEM Products and Parts will also be subject to theprompt payment discount set forth in Section 4.3 and any other prompt paymentdiscounts agreed to by the parties, if any. [ * ]  designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the commission.
2

 
4.1.1 Sharing of Cost Reductions. Six months after the First DeliveryDate, and in each subsequent November during the Term, Supplier shall furnish toGEMS-IT a schedule of its costs associated with the production and delivery of eachOEM Product as of the date of the schedule (the “Annual Cost Schedule”), theaccuracy and completion of which shall be certified by an officer of Supplier.Supplier shall be available to meet with GEMS-IT and discuss matters related to theAnnual Cost Schedule promptly following GEMS-ITs reasonable request. The partiesagree that the price for each OEM Product or priced Part shall be reduced by [ * ]%of the dollar value of Supplier’s reduced cost, if any, relating to each such OEMProduct or Part, as shown by comparing the then current Annual Cost Schedule withthe previous Annual Cost Schedule. Any such price reductions shall be effective asof January 1 of the next calendar year. (For example, cost reductions reflected inthe first delivered Annual Cost Schedule and the second Annual Cost Scheduledelivered in November 2007 shall reduce the prices of OEM Products and Partseffective January 1, 2008.) If the parties are unable to mutually agree on suchpricing adjustments, the supply of OEM Products shall continue unabated at the thencurrent prices and any pricing adjustment shall be resolved in accordance with thearbitration provision contained in this Agreement. Price adjustments resultingfrom arbitration will become effective retroactively to the date the arbitrationproceeding commenced.4.1.2 Component Cost Pricing Adjustments. At the request of Supplier, theparties agree to review and adjust, by mutual agreement and in good faith, thepricing of the OEM Products, for calendar years commencing three (3) years afterthe First Delivery Date, to take into account any material increases in the costsof components of OEM Products based on the then current Annual Cost Schedules.Supplier shall provide GEMS-IT with any additional objective documented proof ofany such changes if requested by GEMS-IT. The parties agree that the price foreach OEM Product or priced Part shall be increased by [ * ]% of the dollar value ofSupplier’s increased component cost, if any, relating to each such OEM Product orPart, as shown by comparing the then current Annual Cost Schedule with the previousAnnual Cost Schedule. Any such price increases shall be effective as of January 1of the next calendar year. If the parties are unable to mutually agree on suchpricing adjustments, the supply of OEM Products shall continue unabated at the thencurrent prices and any pricing adjustment shall be resolved in accordance with thearbitration provision contained in this Agreement. Price adjustments resultingfrom arbitration will become effective retroactively to the date the arbitrationproceeding commenced.     5. Section 7.4 of the OEM Purchase Agreement is hereby deleted in its entirety and replacedwith the following:“Safety Standard Changes. Supplier and GEMS-IT will immediately givenotice to one another if any upgrade, substitution or other change to an OEM [ * ]  designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the commission.
3

 
Product is required to make that product meet applicable safety standards or othergovernmental statutes, rules, orders or regulations, even those that are notdefined as Engineering Changes in Section 7.1 above. All affected OEMProducts already purchased by GEMS-IT may, at GEMS-IT’s election, either bereturned to Supplier for upgrade to current revisions or upgraded by Supplier orGEMS-IT in the field pursuant to the procedures outlined in Section 14.6below.”     6. Section 9.1 of the OEM Purchase Agreement is deleted in its entirety and replaced with thefollowing:          “All warranties set forth in Section 9.2 below will survive any inspection, delivery,acceptance, or payment by GEMS-IT and (except for the warranty included in section 9.2(2) below)will survive for a period of [ * ] after the date of the last new product sale shipment of the OEMProduct to GEMS-ITs end user customers. For the Powerheart ECD, the warranty included in section9.2(2) below shall be in effect for the [ * ] period following the date of shipment of thePowerheart ECD to GEMS-IT’s end-user customers. For the Responder 2000, the warranty included insection 9.2(2) below shall be in effect for the one (1) year period following the date of shipmentof the Responder 2000 to GEMS-IT’s end-user customers.     7. Section 9.4.2 of the OEM Purchase Agreement [as amended by Section 7 of Amendment Three]and Section 9.5 of the OEM Purchase Agreement [as amended by Section 8 of Amendment Three] arehereby deleted in their entirety, and are replaced by the provisions of the service plan set forthin Exhibit D to the Agreement attached hereto.     8. Section 14.3 of the OEM Purchase Agreement [as amended by Section 4 of Amendment One andSection 9 of Amendment Three] is hereby deleted in its entirety and replaced with the following:“14.3 Regulatory Approvals. Supplier shall be responsible for identifying,obtaining, and maintaining at its sole cost and expense all regulatory and othernecessary and/or appropriate approvals for the development, manufacture, and/orsale of any OEM Product (“Regulatory Approvals”) in the following countries: allEuropean countries, Russia, Turkey, South Africa, Egypt, Morocco, Tunisia, Algeria,Libya, Israel, Jordan, Syria, Iraq, Iran, Saudi Arabia, Kuwait, Oman, Yemen,U.A.E., Qatar, Bahrain, China, Taiwan, India, Pakistan, Afghanistan, South Korea,Australia, New Zealand, Singapore, Indonesia, Malaysia, Thailand, Vietnam, Mexico,Brazil, Argentina, Chile, Peru, Colombia and Bolivia. GEMS-IT will utilize itsin-country resources (at its expense) in the foregoing countries to assist Supplierin interfacing with the appropriate regulatory bodies in connection with Supplier’sefforts to obtain Regulatory Approvals; provided, however, the parties understandand agree that Supplier is responsible for preparing [ * ]  designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the commission.
4

 
and providing all materials, data, documentation, and other items necessary forobtaining Regulatory Approvals, and is ultimately responsible for obtaining suchRegulatory Approvals. Supplier shall have obtained all such Regulatory Approvals bynot later than 30 days following the First Delivery Date. If any such approval isnot so obtained, subsequently revoked, terminated or suspended, Supplier shallimmediately notify GEMS-IT of such occurrence.