Exhibit 10.69**CROSS-LICENSE AGREEMENT**     THIS AGREEMENT, entered into this 24th day of April, 2007, by and between Cardiac ScienceCorporation, a Delaware corporation with a principal place of business at 3303 Monte Villa Parkway,Bothell, Washington 98021; Koninklijke Philips Electronics N.V., a Netherlands corporation with aprincipal place of business at Groenewoudseweg 1, 5621 BA Eindhoven, Netherlands; and PhilipsElectronics North America Corporation**,**a Delaware corporation with a principal place of business at1251 Avenue of the Americas, New York, New York, 10020 (collectively, the “Parties”).**RECITALS**     Whereas, the Parties are involved in a suit in the United States District Court, District ofMinnesota, filed on February 12, 2003, Civil Action No. 03-1064, (the “Lawsuit”) for patentinfringement relating to automated external defibrillators.     Whereas, the Parties decided to resolve the Lawsuit on mutually acceptable terms as set forthherein and in the Settlement Agreement executed concurrently herewith.     In consideration of the mutual promises set forth below, the parties agree as follows:**ARTICLE 1**1.0 Definitions     For the purposes of this Agreement, the terms defined in this Article shall have the meaningspecified, and shall be applicable both in the singular and plural forms. 1.1 **“Affiliates”**as used in this Agreement means, with respect to each Party, anyand all corporations, limited liability companies, partnerships, corporations jointventures or other entities or any kind, directly or indirectly, controlled by,controlling, or under the common control or a Party. Any such entity shall be
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   deemed to be an Affiliate only as long as such control exists. For purposes of thisdefinition, an entity shall be deemed to “control” another entity when the controllingentity (i) is directly or indirectly the legal or beneficial owner of more than 50% ofthe outstanding voting securities of a corporate entity with the right to vote for theelection of the directors (or the equivalent thereof) or comparable voting interest inthe entity, joint venture or other non-corporate entity, or (ii) has possession,directly or indirectly, of the power to direct (or cause the direction of) themanagement and policies of the other entity or (iii) has control of the other entityunder applicable securities laws or regulations.  1.2 **“Cardiac Science”**shall mean Cardiac Science Corporation and its Affiliates.  1.3 **“Cardiac Science Patents-in-Suit”**shall mean those patents listed in AttachmentA, and any continuations, continuations-in-part, divisions, or substitutions of anypatent application thereof, and any reissues or reexaminations thereof, and any foreigncounterparts or equivalents.  1.4 **“Effective Date”**of the Agreement shall be the date set forth in the firstparagraph of this Agreement.  1.5 **“Entity”**shall mean any corporation, firm, partnership, proprietorship, orother form of business organization.  1.6 **“Licensed Product”**shall mean an article within the field of automated externaldefibrillators that is made, used, sold, offered for sale, or imported into a countryand is covered by a claim in any of the Cardiac Science Patents-in-Suit, PhilipsPatents-in-Suit, Philips [**] Patents or Philips [**] Patent in force in that countryor an article within the field of automated external defibrillators whose method of
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   manufacture or use is practiced in a country and whose method is covered by a claimin any of the Cardiac Science Patents-in-Suit, Philips Patents-in-Suit, Philips [**]Patents or Philips [**] Patent in force in that country.  1.7 **“Party”**shall mean Cardiac Science Corporation, Koninklijke Philips ElectronicsN.V., and/or Philips Electronics North America Corp., where appropriate.  1.8 **“Philips [**] Patents”**shall mean [**] and [**], and any continuations,continuations-in-part, divisions, or substitutions of any patent application thereof,and any reissues or reexaminations thereof, and any foreign counterparts orequivalents.  1.9 **“Philips [**] Patent”**shall mean [**], and any continuations,continuations-in-part, divisions, or substitutions of any patent application thereof,and any reissues or reexaminations thereof, and any foreign counterparts orequivalents.  1.10 **“Philips Electronics”**shall mean Philips Electronics North America Corporationand its Affiliates.  1.11 **“Philips Patents-in-Suit”**shall mean those patents listed in Exhibit B, and anycontinuations, continuations-in-part, divisions, or substitutions of any patentapplication thereof, and any reissues or reexaminations thereof, and any foreigncounterparts or equivalents.  1.12 **“Philips”**shall mean Royal Philips, Philips Electronics, and all Affiliates ofeither or both.  1.13 **“Royal Philips”**shall mean Koninklijke Philips Electronics N.V. and itsAffiliates.
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**ARTICLE 2**2.0 Grants 2.1 Cardiac Science Patents-in-Suit: Cardiac Science hereby grants toPhilips a non-exclusive, fully paid-up, world-wide, royalty-free license, without theright to sublicense, under the Cardiac Science Patents-in-Suit to make, have made, use,sell, offer for sale, and import Licensed Products. This license includes the rightfor customers (ultimate or in privity or other) to use and/or sell such LicensedProducts so made.  2.2 Philips Patents-in-Suit: Philips hereby grants to Cardiac Science anon-exclusive, fully paid-up, world-wide, royalty-free license, without the right tosublicense, under the Philips Patents-in-Suit to make, have made, use, sell, offer forsale, and import Licensed Products. This license includes the right for customers(ultimate or in privity or other) to use and/or sell such Licensed Products so made.  2.3 Philips [**] Patents: Philips hereby grants to Cardiac Science anon-exclusive, fully paid-up, world-wide, royalty-free license, without the right tosublicense, under the Philips [**] Patents to make, have made, use, sell, offer forsale, and import Licensed Products. This license includes the right for customers(ultimate or in privity or other) to use and/or sell such Licensed Products so made.  2.4 Philips [**] Patent: Philips hereby grants to Cardiac Science anon-exclusive, fully paid-up, world-wide, royalty-free license, without the right tosublicense, under the Philips [**] Patent to make, have made, use, sell, offer forsale, andimport Licensed Products. This license includes the right for customers (ultimateor in privity or other) to use and/or sell such Licensed Products so made.
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 2.5 As used in Article 2.1, “have made” means a license permitting Philips to use aThird Party to make, in whole or in part, Licensed Products or a portion thereof, butonly for the account of, and for the use or resale by, Philips, but, with respect toThird Parties, such license shall have effect only for the portion of the design of theLicensed Product (or part thereof) that is provided or owned by Philips and not for anyportion of the design provided or owned by the Third Party at the time of manufacture.  2.6 As used in Articles 2.2, 2.3, and 2.4, “have made” means a license permittingCardiac Science to use a Third Party to make, in whole or in part, Licensed Products ora portion thereof, but only for the account of, and for the use or resale by, CardiacScience, but, with respect to Third Parties, such license shall have effect only forthe portion of the design of the Licensed Product (or part thereof) that is provided orowned by Cardiac Science and not for any portion of the design provided or owned by theThird Party at the time of manufacture.  2.7 This Agreement does not grant a license, implied or otherwise, to any patent orpatent application not otherwise defined. Except as expressly provided in thisArticle, no other license is granted by the Parties under any intellectual propertyrights, including patents, know-how, copyrights, trade secrets, proprietary informationand trademarks.
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**ARTICLE 3**3.0 **Royalty** 3.1 Paid-up Royalty. Cardiac Science shall pay Philips Electronics OneMillion U.S. Dollars ($1,000,000) within 10 business days of the Effective Date of thisAgreement as consideration for the fully paid-up license for the Philips [**] Patent.**ARTICLE 4**4.0 Representations, Warranties, and Indemnifications 4.1 No Conflicting Agreements. The Parties warrant that they and theirAffiliates have no agreements with any third party or commitments or obligations thatconflict in any way with their obligations under this Agreement. No Party shall enterinto any agreement, commitment or obligation during the term of this Agreement that isin conflict with its obligations under this Agreement.  4.2 Cardiac Science Ownership: Cardiac Science warrants that it is theowner of all rights, title, and interest in the Cardiac Science Patents-in-Suit.  4.3 Philips Ownership: Philips warrants that it is the owner of all rights,title, and interest in the Philips Patents-in-Suit, Philips [**] Patents and Philips[**] Patent.
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**ARTICLE 5**5.0 Confidentiality     5.1 The Parties agree that the terms of this Agreement will be treated as confidential andmaintained in confidence by and between the Parties, their attorneys, tax advisors/and or publicaccountants, and will not be disclosed to any other person or entity other than their Affiliates.This obligation does not apply when and to the extent such information is disclosed under aconfidentiality agreement to a third party who is a potential or actual assignee of the LicenseAgreement or a potential or actual beneficiary of the Settlement Agreement, except (i) as may berequired by law or pursuant to a protective order entered or process issued by a court of law,including SEC regulations, or administrative agency and (ii) that the terms of this Agreement maybe disclosed to outside legal counsel and independent outside auditors provided that such outsidelegal counsel and independent outside auditors agree to maintain the contents of this Agreement inconfidence.     5.2. Notwithstanding any other provision of Article 8, the Parties may disclose to thirdparties the existence of this Agreement. The fact that the parties have resolved this dispute byagreement and entered into a cross-license shall not be confidential. The Parties will agree on anacceptable initial statement for public release to be made upon dismissal of the Minnesota Action.
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     5.3. In the event either party is compelled by any court or administrative, judicial orquasi-judicial agency, or requested by any third party, to disclose the Agreement, the party orparty receiving the request or demand agrees to notify the other party of such disclosure asrequired by law, including SEC regulations, or in accordance with the order or notice compellingthe disclosure. If not otherwise required by law or such order or notice, the party agrees tonotify the other party at least ten (10) days prior to the date set for disclosure, or within areasonable time prior to the disclosure if the request or demand is received less than fourteen(14) days prior to the disclosure date.**ARTICLE 6**6.0 Unlicensed Competition and Litigation 6.1 The Parties shall have the sole right to take, or not to take, any measuresdeemed appropriate, including the bringing or defending of actions, to preventinfringement of the Cardiac Science Patents-in-Suit, Philips Patents-in-Suit, Philips[**] Patents, and Philips [**] Patent. The Parties undertake no obligation or duty toenforce or settle or license any of the Cardiac Science Patents-in-Suit, PhilipsPatents-in-Suit, Philips [**] Patents, and Philips [**] Patent on any terms with anythird party.**ARTICLE 7**7.0 Term and Termination 7.1 This Agreement shall terminate of its own accord upon expiration of the last toexpire or be held finally invalid or unenforceable of all of the Cardiac SciencePatents-in-Suit, Philips Patents-in-Suit, Philips [**] Patents, and Philips [**]Patent.
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**ARTICLE 8**8.0 Miscellaneous 8.1 Personal Jurisdiction and Applicable Law. Any questions, claims,disputes, remedies, or procedural matters regarding this Agreement shall be governed bythe laws of the State of Washington and of the United States, without regard to theState of Washington’s principles of conflicts of law. The Parties agree that the Stateof Washington has a substantial relationship to this transaction and each Party agreesthat the courts of Washington may properly exercise personal jurisdiction over them inthe courts thereof. The Parties agree that except as stated in this paragraph, any andall dispute resolution, including without limitation litigation relating to thisAgreement, shall be brought in the State of Washington in the state or federal courthaving subject matter jurisdiction.  8.2 Severability. The provisions of this Agreement shall be deemedseparable. Therefore, if any part or provision of this Agreement is rendered void,invalid or unenforceable in any jurisdiction in which this Agreement is performed, thensuch part or provision shall be severed from the remainder of the Agreement only as tosuch jurisdiction. Such severance shall not affect the validity or enforceability ofthe remainder of this Agreement.  8.3 Notices. Any and all communications required by this Agreement shall bein writing and sent by first class mail, postage prepaid, and addressed to the lastknown address of the Party to be served therewith. Notices sent by Registered orCertified Mail, Return Receipt Requested, shall be presumed to have been
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 received. Any notice to be given to the Parties shall be addressed to the addressesas set forth below:Cardiac Science CorporationAttn: CEO