Exhibit 10.68**SETTLEMENT AGREEMENT**          THIS AGREEMENT, entered into this 24th day of April, 2007 (“Effective Date”), byand between Cardiac Science Corporation and all affiliates thereof (“Cardiac Science”), a Delawarecorporation with a principal place of business at 3303 Monte Villa Parkway Bothell, Washington98021, Koninklijke Philips Electronics N.V. (“Royal Philips”), a Netherlands corporation with aprincipal place of business at Groenewoudseweg 1, 5621 BA Eindhoven, The Netherlands, and PhilipsElectronics North America Corporation (“Philips Electronics”), a Delaware corporation with aprincipal place of business at 1251 Avenue of the Americas, New York, New York, 10020. RoyalPhilips and Philips Electronics and all affiliates thereof are collectively referred to as“Philips.” Cardiac Science, Royal Philips, and Philips Electronics are separately referred to as“Party” and collectively as the “Parties.”**Recitals**WHEREAS: A. Cardiac Science is the owner by assignment of United States Patents Nos. 5,579,919;5,402,884; 5,645,571; 5,700,281; 5,797,969; 5,984,102; 6,088,616; 5,897,576; 6,029,085; and6,366,809 (collectively “the Cardiac Science Asserted Patents”).  B. Royal Philips is the owner by assignment of United States Patents Nos. 6,016,059;5,879,374; 5,800,460; 6,047,212; 5,607,454; 5,591,213; 6,230,054; 5,773,961; 5,899,926;5,904,707, and 5,868,792 (collectively “the Philips Asserted Patents”).  C. The Parties have asserted infringement of the Cardiac Science Asserted Patents and thePhilips Asserted Patents in United States District Court, District of Minnesota, CivilAction No. 03-1064 (“the Minnesota Action”).
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 D. Royal Philips and Philips Electronics denied infringement, validity or enforceabilityof the Cardiac Science Asserted Patents.  E. Cardiac Science denied infringement, validity or enforceability of the Philips AssertedPatents.  F. On July 19, 2006, the Court in the Minnesota Action issued a non-final order (“the July19, 2006 Order”) holding that all the claims of United States Patent Nos. 5,645,571 and5,797,969 are invalid under 35 U.S.C. § 102(b). Cardiac Science disputes this holding buthas not yet had the opportunity to appeal it.  G. On December 11, 2006, the Court in the Minnesota Action issued a non-final order (“theDecember 11, 2006 Order”) holding that claims 8-10 of United States Patent No. 6,047,212are invalid for failure to comply with 35 U.S.C. § 112, ¶ 1. Philips disputes this holdingbut has not yet had the opportunity to appeal it.  H. Cardiac Science, Royal Philips and Philips Electronics mutually desire to settle andcompromise the dispute between them subject to and upon the terms and conditions herein setforth, including all attachments.          NOW, THEREFORE, for and in consideration of the foregoing, and the mutual covenants, promises,and agreements set forth in this agreement, and other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, the Parties hereby covenant, promise, and agreeas follows:1. Definitions:1.1. “Affiliates” as used in this Agreement means, with respect to each Party, any andall corporations, limited liability companies, partnerships, corporations joint venturesor
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other entities of any kind, directly or indirectly, controlled by, controlling, or under thecommon control of a Party. Any such entity shall be deemed to be an Affiliate only as long assuch control exists. For purposes of this definition, an entity shall be deemed to “control”another entity when the controlling entity (i) is directly or indirectly the legal orbeneficial owner of more than 50% of the outstanding voting securities of a corporate entitywith the right to vote for the election of the directors (or the equivalent thereof) orcomparable voting interest in the entity, joint venture or other non-corporate entity, or(ii) has possession, directly or indirectly, of the power to direct (or cause the directionof) the management and policies of the other entity or (iii) has control of the other entityunder applicable securities laws or regulations.1.2. CARDIAC SCIENCE CURRENT PRODUCTS means any and all products sold now or in the pastby Cardiac Science or its predecessor companies as of the Effective Date, including butnot limited to the products listed in Attachment A, as defined by the functionalconfiguration and feature set available in those products as of the Effective Date.1.3. NEW CARDIAC SCIENCE PRODUCT means a Cardiac Science product commercialized afterthe Effective Date that differs in functional configurations or feature sets from theCARDIAC SCIENCE CURRENT PRODUCTS.1.4. PHILIPS CURRENT PRODUCTS means any and all products sold now or in the past byPhilips or its predecessor companies as of the Effective Date, including but not limitedto the Philips products listed in Attachment B, as defined by the functionalconfiguration and feature set available in those products as of the Effective Date.
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1.5. NEW PHILIPS PRODUCT means a Philips product commercialized after the Effective Datethat differs in functional configurations or features set from the PHILIPS CURRENTPRODUCTS.2. Release of Claims 2.1. Cardiac Science: Cardiac Science releases, forever discharges andcovenants not to sue Philips and their Affiliates from any and all claims, causes ofaction, suits, demands, damages, injuries, duties, rights, obligations, liability,adjustments, responsibilities, judgments, trespasses, costs, attorneys fees, or otherexpenses of any kind that Cardiac Science raised or could have raised in this action orotherwise in law or in equity, whether known or unknown, suspected or unsuspected toexist, now or existing or later acquired, based upon any events occurring prior to theEffective Date of this Agreement relating to infringement of any patents owned by CardiacScience. This release, discharge and covenant not to sue shall also inure to the benefitof any person, company, corporation, partnership, organization or entity, regardless ofhow organized, that had any participation in creating, selling, using, importing,manufacturing or offering to sell the accused products of Philips or any versions of theaccused products of Philips identified in the Minnesota Action including any PHILIPSCURRENT PRODUCTS.2.2. Philips: Philips releases, forever discharges and covenants not to sueCardiac Science and their Affiliates from any and all claims, causes of action, suits,demands, damages, injuries, duties, rights, obligations, liability, adjustments,responsibilities, judgments, trespasses, costs, attorneys fees, or other expenses of anykind that Philips raised or could have raised in this action or otherwise in law or inequity, whether known or unknown, suspected or unsuspected to exist, now or existing orlater acquired, based
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upon any events occurring prior to the Effective Date of this Agreement relating toinfringement of any patents owned by Philips. This release, discharge and covenant not tosue shall also inure to the benefit of any person, company, corporation, partnership,organization or entity, regardless of how organized, that had any participation in creating,selling, using, importing, manufacturing or offering to sell the accused products of CardiacScience or any versions of the accused products of Cardiac Science identified in theMinnesota Action including any CARDIAC SCIENCE CURRENT PRODUCTS.3. Covenant Not To Sue On Current Products3.1. Cardiac Science: Cardiac Science covenants not to assert any claim ofpatent infringement against Philips and its Affiliates under any and all Cardiac Sciencepatents without limitation, whether presently owned or later acquired by Cardiac Science,for any PHILIPS CURRENT PRODUCT.3.2. Philips: Philips covenants not to assert any claim of patent infringementagainst Cardiac Science and its Affiliates under any and all Philips patents withoutlimitation, whether presently owned or later acquired by Philips, for any CARDIAC SCIENCECURRENT PRODUCT.4. Enforcement of Agreement: This Agreement shall be construed and enforced under andin accordance with the laws of the United States and the state of Minnesota. Any actionbetween the parties brought to enforce or interpret the provisions of this or in any other wayrelated to this Agreement, the Cardiac Science Asserted Patents, or the Philips AssertedPatents shall be brought in the United States District Court for the District of Minnesota.Cardiac Science, Royal Philips and Philips Electronics agree to jurisdiction in Minnesota forany action between the parties related to this Agreement.
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5. Warranty of Authority: Cardiac Science, Royal Philips and Philips Electronics eachwarrants and represents that the individual signing this Agreement is authorized to do so onits behalf.6. Entry of Stipulated Dismissal with Prejudice: Cardiac Science, Royal Philips andPhilips Electronics agree and stipulate to entry of a dismissal with prejudice in the formattached hereto as Attachment C, which counsel for each of the respective Parties shallexecute and promptly file after execution of this agreement, and agree not to oppose theParties’ respective motions to vacate the Court’s respective orders concerning invalidity.7. Entry into License Agreement: Concurrent with the execution of this Agreement,Cardiac Science, Royal Philips and Philips Electronics shall enter into a License Agreement inthe form attached hereto as Attachment D.8. Confidentiality:8.1. The Parties agree that the terms of this Agreement will be treated as confidentialand maintained in confidence by and between the Parties, their attorneys, taxadvisors/and or public accountants and will not be disclosed to any other person orentity other than their Affiliates. This obligation does not apply when and to theextent such information is disclosed under a confidentiality agreement to a third partywho is a potential or actual assignee of the License Agreement or a potential or actualbeneficiary of the Settlement Agreement, except (i) as may be required by law, includingSEC regulations, or pursuant to a protective order entered or process issued by a courtof law or administrative agency and (ii) that the terms of this Agreement may bedisclosed to outside legal counsel and independent outside auditors provided that suchoutside legal counsel and independent outside auditors agree to maintain the contents ofthis Agreement in confidence.
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8.2. 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 thisdispute by agreement and entered into a cross-license shall not be confidential. TheParties will agree on an acceptable initial statement for public release to be made uponthe dismissal of the Minnesota Action.8.3. 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, theparty or party receiving the request or demand agrees to notify the other party of suchdisclosure as required by law, including SEC regulations, or in accordance with the orderor notice compelling the disclosure. If not otherwise required by law or such order ornotice, the party agrees to notify the other party at least ten (10) days prior to thedate set for disclosure, or within a reasonable time prior to the disclosure if therequest or demand is received less than fourteen (14) days prior to the disclosure date.9. Dispute Resolution Mechanism: Without detracting from any other provision in thisAgreement, the Parties agree to make all reasonable efforts to agree on a Dispute ResolutionMechanism to address NEW CARDIAC SCIENCE PRODUCTS and NEW PHILIPS PRODUCTS. The DisputeResolution Mechanism is to be set forth in a separate Dispute Resolution Agreement within areasonable time from execution of this agreement. Should the parties not agree on the termsof the Dispute Resolution Agreement within forty five (45) days of execution of thisagreement, the parties agree to mediate the dispute in Seattle, Washington or other agreed onlocation within thirty (30) days. During the forty-five (45) day period, the Parties shallnot file any patent infringement suits. The Parties may agree to extend this period further.
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10. Miscellaneous Provisions10.1. Amendment: This Agreement may be changed, modified or amended only by aninstrument in writing duly executed by each of the parties hereto.10.2. Entire Agreement: This Agreement and the attached Cross License Agreementconstitute the full and complete agreement of the parties hereto with respect to thesubject matter hereof, and supersedes any and all prior understandings, whether writtenor oral.10.3. No waiver: The failure of either party to insist upon strict performanceof any obligation of the other party hereunder, irrespective of the length of time forwhich such failure continues, shall not be a waiver of its right to demand strictcompliance in the future. No consent or waiver (expressed or implied) by either party,by one party of any breach or default in the performance of obligation hereunder by theother party shall constitute a consent or waiver of any other breach or default in theperformance of any other obligation hereunder.10.4. Notices: All notices required or permitted to be made or given pursuantto this Agreement shall be in writing and sent by first class mail, postage prepaid, andaddressed to the last known address set forth below. Notices sent by registered orcertified mail, return receipt requested, shall be presumed to have been received.If to Cardiac Science:Attn: CEO