Exhibit
10.1


 





 


	
   MASTER LEASE/LOAN PURCHASE PROGRAM AGREEMENT

  



 


 


This
MASTER LEASE/LOAN PURCHASE PROGRAM AGREEMENT, dated as of February 28, 2005 (“Effective Date”), is made and entered into
by and between Omnicell, Inc., a Delaware corporation (“Omnicell”) and De Lage
Landen Financial Services, Inc., a Michigan corporation (“Buyer”)
(each individually, a “Party,” and
collectively, the “Parties”)
and includes
the General Terms and Conditions and all Schedules, Attachments, Exhibits, and
Riders hereto as specified below.


 


	
  Signature Page (This Page)

  	
   

  	
   

  
	
   

  General Terms and Conditions

  	
   

  	
   

  
	
   

  Exhibit
  A — Required Documents

  	
   

  	
  Rider
  A — Government Finance Program

  
	
   

  Exhibit
  B — Assignment Forms

  	
   

  	
  Rider
  B — International Finance Program

  
	
   

  Exhibit
  C — Omnicell Customer Forms

  	
   

  	
   

  
	
   

  Exhibit
  D — Formulas

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Omnicell 

  	
   

  	
  Buyer 

  
	
  Mailing
  Address

  	
   

  	
  Mailing
  Address

  
	
   

  	
   

  	
   

  
	
  Omnicell,
  Inc.

  	
   

  	
  De
  Lage Landen Financial Services, Inc.

  
	
  1201
  Charleston Rd

  	
   

  	
  111
  Old Eagle School Road

  
	
  Mountain
  View, CA 94043

  	
   

  	
  Wayne,
  PA 19087

  
	
  Attn.:
  Accounts Payable

  	
   

  	
  Attn:
  Healthcare

  
	
  Tel:
  1-800-251-6664; Fax: 650-251-6266

  	
   

  	
  Tel: 1-800-669-9441; Fax: 800-743-0177

  



 


Each Party agrees to all of the terms and conditions of this Master
Lease/Loan Purchase Program Agreement. These terms and conditions are a
complete and exclusive statement of the agreement of the Parties with respect
to the subject matter hereof and may be modified only by a written agreement
signed by both of the Parties and not by course of performance. By signing this
Master Lease/Loan Purchase Program Agreement, each Party represents that it has
the authority to bind itself to this Master Lease/Loan Purchase Program
Agreement.


	
  Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Omnicell, Inc.

  	
   

  	
  De Lage Landen Financial Services, Inc.

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
  Print Name:

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Title:

  



 





















 


GENERAL
TERMS AND CONDITIONS


 


1.               DEFINITIONS.  As used
herein, all capitalized terms shall have the meanings set forth below:


1.1.                              “Agreement”
means this Master Lease/Loan Purchase Program Agreement and all
exhibits, attachments, riders, schedules and written amendments annexed hereto
and made a part hereof, as it may be amended, supplemented, and/or modified in
writing from time to time by the Parties.


1.2.                              “Amount
Recovered” has the meaning given to such term in Section 5.7(b).


1.3.                              “Application”
means an application (including credit and financial information
concerning the prospective Customer) and related documents reasonably required
by Buyer in accordance with its standard procedures to initiate its
consideration of a proposed Transaction which will usually consist of the items
listed in Section A of EXHIBIT
A hereto.


1.4.                              “Assigned
Payments” means all Assigned Rental Payments and, if
applicable, all Assigned Service Payments.


1.5.                              “Assigned
Rental Payments” means all Rental Payments which are specified in an
Assignment Agreement as being assigned to Buyer.


1.6.                              “Assigned
Service Payments” means all Service Payments which are specified in an
Assignment Agreement as being assigned to Buyer.


1.7.                              “Assignment
Agreement” means an assignment agreement substantially in the
form attached in EXHIBIT B
hereto, pursuant to which Omnicell sells and assigns to Buyer: (i) the right to
certain Rental Payments, (ii) in some cases, a security interest in, or title
(subject to the terms and conditions of Section 4.4)
to, the related Equipment, and/or (iii) if so specified in the Assignment
Agreement, the right to certain Service Payments.


1.8.                              “Assignment
Letter” means the original customer-executed amendment to
the Lease Supplement, substantially in the form attached in EXHIBIT B hereto, whereby the
Customer acknowledges and agrees, among other things, that (a) Omnicell is
assigning the right to certain Rental Payments and/or Service Payments under a
Contract to Buyer and (b) the Customer’s obligation to remit Assigned Rental
Payments to the assignee is absolute and unconditional.


1.9.                              “Contract”
means a Lease Supplement, Service Agreement, conditional sale
agreement, or other evidence or form of Customer payment obligation and/or
security interest in favor of Omnicell.


1.10.                        “Contract
Default” means, other
than any default arising out of a Service Default, (a) the failure of a
Customer to make any Assigned Rental Payment or perform any obligation due
under a Contract for a period of 60 days or (b) an Event of Bankruptcy relating
to such Customer.


1.11.                        “Customer” means a
qualified customer of Omnicell who is an obligor under a Contract or a
guarantor of such Customer.


1.12.                        “Documentation
Period” has the meaning given to such term in Section 3.5.


 


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1.13.                        “Event
of Bankruptcy” means as to either Party or a Customer, its
insolvency, inability to pay debts as they mature, failure to operate as a
going concern, filing under Title 11 of the United States Code or any successor
or similar federal or state statute, assignment for the benefit of creditors,
appointment of a receiver or dissolution.


1.14.                        “Event
of Cancellation” means (i) a Material Adverse Change of
Omnicell since the date of this Agreement or of a Customer since the date of
the related Application, or (ii) the occurrence of an event which causes a
representation made by Omnicell or a Customer in connection with a Transaction
or related Contract to be false in any material respect when made, or
(iii) notification by such Customer to Omnicell or to Buyer of its intent
to cancel all or any part of such related Contract or to refuse to accept any
part of the related System.


1.15.                        “Event
of Default” has the meaning given such term in Section 12.1.


1.16.                        “Final
Document Package” means such properly completed and duly executed
documentation, consisting of the items listed in Section B of EXHIBIT A hereto and such other
documents as Buyer may reasonably require in accordance with its standard procedures
in order to finalize a Transaction and to pay the Purchase Price to Omnicell.


1.17.                        “Lease
Supplement”  means an
executed contract supplement to a Master Agreement, incorporating the terms and
conditions of such Master Agreement, that sets forth the terms of the lease
from Omnicell to a Customer of the subject Equipment, including, without
limitation, the terms of the Rental Payments that are the subject of a
Transaction.


1.18.                        “Master
Agreement” means Omnicell’s Customer purchase, rental or lease
agreement, including all support terms (or a separate Master Service Agreement
if applicable), schedules, riders, addenda or amendments thereto, in the forms
substantially similar to those set forth in EXHIBIT
C hereto (or other form reasonably approved by and acceptable to
Buyer) that includes the Lease Supplement(s) with respect to which Buyer
purchases Rental Payments or Service Payments under this Agreement.


1.19.                        “Material
Adverse Change” means, with respect to any person, (i) a change
that is materially adverse to the financial condition of such person, or
(ii) its insolvency, inability to pay debts as they mature, failure to
operate as a going concern, filing by it under Title 11 of the United
States Code or any successor or similar federal or state statute, assignment
for the benefit of creditors, appointment of a receiver, or dissolution.


1.20.                        “Net
Book Value” means, with respect to a particular Contract, as of
the date of determination, the sum of the following amounts: (i) all accrued
and unpaid Assigned Rental Payments due under the Contract; plus (ii) the remaining Assigned Rental Payments scheduled
to become due during the remainder of the term of the Contract, with each such
remaining scheduled Assigned Rental Payment discounted to its present value
from the due date thereof to the date of determination at the applicable
Standard Rate.


1.21.                        “Pass-Through
Equipment” has the meaning given such term in the Contract.


1.22.                        “Payments” means all
Rental Payments and all Service Payments.


 


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1.23.                        “Penalty
for Early Termination” means the penalty to be charged to a Customer
for the early termination of a Contract, calculated in accordance with the
terms of the Contract or as set forth in Section A of EXHIBIT D.


1.24.                        “Pro
Rata Share” has the meaning given such term in Section 5.7(b).


1.25.                        “Purchase
Price” means for any Assigned Rental Payments and/or Assigned Service
Payments purchased hereunder, the amount agreed on between Buyer and Omnicell
as the amount to be paid to Omnicell for such Assigned Rental Payments and/or
Assigned Service Payments.  The typical
method for determining the Purchase Price is set forth in more detail in Section
B of EXHIBIT D, and the
Purchase Price for each particular Transaction shall be fixed for that
Transaction provided the applicable Contract is delivered and executed by the
Customer within ninety (90) days of receiving credit approval by Buyer.


1.26.                        “Purchase
Program” means the Transactions where Buyer purchases the
Rental Payments and/or Service Payments under Contracts, all pursuant to the
terms and conditions of this Agreement.


1.27.                        “Remarketing
Period” means the period beginning on the date Buyer tenders to Omnicell the
legal right to possession of any Equipment, and ending ninety (90) days later.


1.28.                        “Remarketing
Proceeds” means, as to any Equipment remarketed pursuant to
this Agreement, the sale price of any re-sold Equipment, or the discounted
present value (discounted at the Discount Rate, as defined in Section C of
EXHIBIT D hereto) of all lease payments on any re-leased Equipment, net
of any applicable taxes.


1.29.                        “Rental
Payments” means all amounts that a Customer is required to
pay periodically under a Contract as rental under a lease, or principal and
interest under a loan, with respect to the Equipment and the Software subject
to such Contract.


1.30.                        “Service
Agreement” means any agreement, or any schedule, exhibit or
attachment thereto, that sets forth the terms and conditions upon which
Omnicell provides service, maintenance and updated versions of existing
Software capabilities for Equipment or Systems set forth in a Contract; provided, however, that in the event that such service terms
are incorporated into a Master Agreement, or any similar document, in which
there are obligations to make payments for both (i) the lease of a System and
(ii) the provision of related services, the term “Service Agreement” shall
refer to such combined agreement only insofar as it relates to the provision of
related services, maintenance and updated versions of existing Software
capabilities, and not the lease of equipment and software.


1.31.                        “Service
Default” means (i) a Customer’s assertion of any offset or
recoupment rights, cancellation or early termination rights, or defense to
payment based upon Omnicell’s failure to fully perform its obligations under
any Service Agreement or (ii) a breach by Omnicell under Section
9.2(c)(i).


1.32.                        “Service
Payments” means all amounts that a Customer is required to pay
periodically under a Service Agreement.


1.33.                        “Standard
Rate” means the standard discount rate to be applied to each Transaction in
order to determine the Purchase Price thereof. 
The typical method for determining the Standard Rate is set forth in
more detail in Section B of EXHIBIT
D.


 


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1.34.                        “System”
means the Equipment and Software included in a Contract that is subject
to a Transaction.


(a)   “Equipment” means certain equipment
manufactured by Omnicell and Pass Through Equipment together with all
components and parts incorporated therein, and other acquisitions,
replacements, substitution and accessories incorporated therein leased to a
Customer as set forth in a Lease Supplement.


(b)    “Software”
means the Omnicell software products related to the Equipment licensed for use
to the Customer and embedded in the Equipment or specifically listed in a Lease
Supplement.


1.35.                        “Title
Transfer” has the meaning given to such term in Section 4.4.


1.36.                        “Transaction”
means the purchase by, and assignment to Buyer hereunder, of Rental
Payments and/or Service Payments under a lease or financing of a System, as set
forth in Contract, for a specified term during which Omnicell, or its assigns,
may, if applicable, be the owner of the relevant Equipment, and the Customer
shall be allowed the use of the System and/or Service Payments.


2.               ESTABLISHMENT AND STRUCTURE OF PROGRAM.


2.1.                              Financing
Options Offered to Customers.  Subject to the
terms of this Agreement, Buyer will assist Omnicell in the development of new
financing options that Omnicell may, in its sole discretion, offer to
prospective Customers in connection with this Purchase Program.  Financing options or products that differ
from the program described in the General Terms and Conditions section of this
Agreement, shall be specifically set forth and incorporated in this Agreement
via written and executed Riders attached hereto.  Buyer and Omnicell each acknowledge and agree
that the actual financing options (i) offered and made available by Buyer under
this Purchase Program will be determined by Buyer in its sole and absolute
discretion and may change from time to time; and (ii) offered to any particular
Customer will be determined and offered by Omnicell in its sole and absolute
discretion, and may change from time to time; provided,
however, that Buyer may elect to enter into or not enter into a
Transaction in its sole and absolute discretion in accordance with the terms
set forth in Section 3 hereof.


2.2.                              Referral
of Customers to Buyer  Omnicell will
use commercially reasonable efforts to (i) advise prospective Customers of the
financing options offered by Omnicell under the Purchase Program; and (ii)
refer to the Purchase Program, on a nonexclusive basis, each prospective
Customer that has requested financing pursuant to the Purchase Program.  Notwithstanding the above, nothing herein
shall prohibit Omnicell from advising such prospective Customers of options
offered by other Omnicell programs, or from running limited marketing programs
whereby special options offered by other entities are made available to
prospective Customers without advisement on Buyer’s offerings.


2.3.                              Relationship
Managers.  Buyer and
Omnicell will each appoint a relationship manager (“Relationship
Manager”) to supervise the Purchase Program described herein and to
serve as the primary management contact between Buyer and Omnicell under the
Purchase Program.  Buyer’s Relationship
Manager shall be charged with monitoring the following areas:  Purchase Program roll-out, Customer
satisfaction, sales support, sales training, the development of appropriate
documentation, and the development of requested marketing materials.


 


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2.4.                              General
Administrative Support.  Buyer
shall provide general administrative and operations services in connection with
the Purchase Program, including but not limited to field sales support (when
and where mutually agreed upon by Omnicell and Buyer), credit investigation and
evaluation, document preparation, billing and collection, collection and
remittance of payment of applicable property, sales, use or similar taxes
pertaining to the System and customer service. Buyer will (i) advise Omnicell
on a weekly basis of the Standard Rates that are applicable to all
Transactions, (ii) maintain and operate systems which track the status of each
Application and Transaction, (iii) invoice Customers, collect payments, process
and apply funds, and (iv) collect and remit all applicable property, sales, use
or similar taxes pertaining to the System and prepare and file tax returns in
connection therewith.  In the event a
Customer, serviced by Buyer, has a good faith dispute with Buyer regarding the
provision of the services described in this Section 2.4,
Buyer will apply best efforts to resolve the dispute with such customer in such
manner that Omnicell’s relationship with the Customer is not negatively
affected; provided, however, that in all cases,
subject to Section 5.1, Buyer reserves the
right to employ (or decline to employ) such lawful collection procedures
(including without limitation, litigation) as Buyer may determine prudent in
its sole and absolute discretion.


2.5.                              Customer
Support.  Buyer personnel will be
available to answer Customer and Omnicell inquiries relating to the Purchase
Program or Transactions on business days (via a toll free telephone line)
between the hours of 8:00 a.m. and 5:00 p.m., Central Time in the United
States. Customer inquiries received when no personnel are available will be recorded
electronically and promptly responded to. 
Buyer will conduct its communications with Customers in a courteous,
prompt and efficient manner. Buyer shall use its best efforts to resolve all
Customer complaints relating to Transactions within two business days of
receipt and, failing that, will keep the affected Customer informed of the
progress toward resolution on a regular basis; provided,
however, that nothing in this Section 2.5
shall be deemed to require Buyer to resolve or endeavor to resolve any Customer
complaints relating to the System, or the maintenance or servicing thereof,
which shall remain the sole responsibility of Omnicell.   Buyer shall use its best efforts to
immediately notify Omnicell in writing of all Customer complaints relating to
service, maintenance or the performance of the System. Omnicell will take such
actions it deems reasonable and appropriate in resolving such complaints.  Buyer shall periodically monitor the quality
of customer service and other aspects of the Program through scorecards or
other measurements, and shall seek improvement of such areas as are
necessary.  The rights and obligations of
Buyer and Omnicell under this Agreement shall remain unaffected by any such
quality improvement activity.


2.6.                              Sales
Support.  Buyer shall
work with Omnicell’s field sales organization (when and where mutually agreed
upon by Omnicell and Buyer) to structure and negotiate new Transactions and
otherwise support the Purchase Program and Omnicell sales efforts.


2.7.                              Ongoing
Training.  At the
request of Omnicell, Buyer may agree, in Buyer’s sole and absolute discretion,
to sponsor periodic training programs for Omnicell sales representatives and
employees, at which such individuals shall be trained on the techniques and
benefits of using leases and other financial products as sales tools, proper
documentation, and such other topics as the parties mutually agree upon.  Such training shall be performed at sites as
the parties mutually agree upon, and Buyer shall be responsible for such
training expenses as the parties mutually agree upon in advance (which expenses
shall not include transportation, and travel and living expenses of Omnicell
employees).


 


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2.8.                              Product
Support.  Omnicell shall
be responsible for service and maintenance of Customer Systems, and shall offer
Service Agreements to prospective Customers
which provide for Systems service and maintenance and updated versions of
existing Software capabilities.  The
Service Payments due by the Customer are to be included as separate line items
in each Contract.


2.9.                              Government
and International Programs.  With respect to
finance products for equipment/software provided to government entity Customers
or Customers in countries other than the U.S., each of Omnicell and Buyer
agrees that, in its sole discretion, it may choose to negotiate in good faith
any additional or differing terms and conditions from this Purchase Program, to
be set forth in one or more Rider attachments to this Agreement, as the parties
may require to take into account  special
terms for government entities, local laws and customs and such other matters as
the parties may require.  If Buyer and
Omnicell choose to negotiate such terms and conditions in accordance with the
preceding sentence, then Buyer agrees to provide to Omnicell with drafts of
such written Rider terms, together with drafts of appropriate Customer
financing documentation, within 30 days after Omnicell requests that Buyer
provide such additional or differing terms and conditions with respect to a
Purchase Program for government entities or for a particular country.


3.               OFFER AND ACCEPTANCE.


3.1.                              Assets
to be Sold.  The Parties
hereby agree that unless otherwise agreed in writing, each Transaction pursuant
to this Agreement shall include the sale and assignment of all of Omnicell’s
right, title and interest, but not its obligations or responsibilities, in, to
and under the Rental Payments, and, if so specified in the Assignment Agreement
the Service Payments, under the applicable Contract, and, if so specified in
the Assignment Agreement, all of Omnicell’s title or other interest in the
Equipment subject thereto, which Omnicell has offered, and Buyer has approved
and accepted, for purchase and assignment in accordance with the terms and
conditions hereof.  Buyer shall have the
option with respect to each Transaction (i) to provide pass-through service
billing in accordance with Section 5.7
with respect to the applicable Contract or (ii) to purchase the Service
Payments under the applicable Contract, and in either case Buyer shall at its
sole cost and expense, perform all the billing and collection of Assigned
Payments and Service Payments due and to become due with respect to such
Transaction in accordance with the terms of this Agreement.  If Buyer chooses to purchase the Service
Payments under the applicable Contract, the Assignment Agreement shall specify
that such Service Payments have been purchased by Buyer.


3.2.                              Credit
Submission.  In each
instance in which Omnicell invites Buyer to make an offer to purchase a
Transaction hereunder, Omnicell will, or shall cause a prospective Customer to,
furnish Buyer with a completed Application in order for Buyer to make a credit
determination. All information and materials furnished to Buyer shall be held
strictly confidential and shall be used by Buyer solely for the purpose of
making a decision whether or not to offer to purchase the Transaction.


3.3.                              Credit
Decision.  Buyer shall
review each Application upon receipt and either approve (which approval shall
constitute an offer to enter into a Transaction) or reject it, and shall notify
Omnicell: (a) of its determination, and (b) if Buyer has approved such
Transaction, as to whether Buyer will provide pass-through service billing in
accordance with Section 5.7 or purchase the
applicable Service Payments.  Buyer shall
attempt to approve or decline an Application, classify each prospective
Customer and notify Omnicell of its decision within: (i) two (2) business days
after receipt of a complete Application in the case of any proposed Transaction
in which the proposed 


 


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Purchase
Price does not exceed $2,000,000, and (ii) a reasonable time (not to exceed
five (5) days) after receipt of a complete Application in the case of any
proposed Transaction in which the proposed Purchase Price exceeds
$2,000,000.  Upon notification, Omnicell
shall advise the prospective Customer of the approval or rejection of the
Application.


3.4.                              Credit
Rejection.  If the
Application has been rejected, then upon request of Omnicell, Buyer shall
return to Omnicell all credit information and materials furnished by Omnicell,
and shall, upon the prospective Customer’s request, provide Customer with an explanation
as to why the credit has been denied in accordance with the requirements of the
Federal Equal Credit Opportunity Act. 
Buyer is not a credit reporting agency and consequently Omnicell agrees
that any details provided to substantiate Buyer’s reason(s) for rejection of a
specific proposed transaction represent strictly Buyer’s opinion of the credit
and financial risk(s) involved in the proposed transaction, and not statements
of fact.  Omnicell agrees to keep all
such details and statements of opinion strictly confidential, to the extent
permitted by applicable law.  Buyer
agrees to provide to any such proposed Customer any notice required by the
Federal Equal Credit Opportunity Act.


3.5.                              Credit
Approval.  If the
Application has been approved by Buyer, then, subject to acceptance of Buyer’s
offer by Omnicell in its sole discretion, either Omnicell or Buyer shall
arrange for delivery to, and completion by the Customer of, the Final Document
Package and for the subsequent delivery of the Final Document Package to
Buyer.  A credit approval shall be valid
for a period of ninety (90) days after the date Buyer notifies Omnicell of its
approval of such Transaction (the “Documentation Period”).


3.6.                              Revocation
Rights After Approval.  At any time
prior to payment of the Purchase Price, Buyer may revoke its agreement to enter
into a Transaction or to purchase the related Equipment and/or finance the
license of the related Software, and may transfer to Omnicell any right, title
or interest which it acquired in such Transaction or System if (i) Buyer does
not receive the Final Document Package from the Customer within the
Documentation Period); or (ii) prior to Buyer’s receipt of the Final Document
Package from the Customer or payment of the Purchase Price, Buyer determines,
in its sole and absolute discretion, that an Event of Cancellation has
occurred.  Upon revocation of its
agreement to enter into a Transaction or to purchase the related Equipment
and/or finance the license of the related Software, Buyer shall have no further
liability to the Customer or to Omnicell in connection with such proposed
Transaction.


3.7.                              Acceptance
Certificate.  Omnicell shall
provide Buyer with a certified copy of the Customer acceptance certificate duly
executed by the Customer indicating its unconditional acceptance for each item
of Equipment within 90 days of the date on which Buyer pays the Purchase Price
for the related Transaction;  provided, however, that if Omnicell
does not provide Buyer with such duly executed certified copy of the Customer
acceptance certificate for each item of Equipment within 90 days of the date on
which Buyer pays the Purchase Price, then, for each affected item of Equipment,
Omnicell agrees , at Buyer’s request, to repurchase the Assigned Payments and
related Equipment for a price equal to the sum of the amount paid by Buyer for
such Assigned Payments plus interest
on such amount calculated at an interest rate equal to the rate set forth in Section
D of Exhibit D hereto.  In the
event of such purchase of Assigned Payments and Equipment by Omnicell, Buyer
shall make to Omnicell no representations or warranties as to the sale of such
Assigned Payments and Equipment except that Buyer shall represent and warrant
that it is conveying to Omnicell the title to such Assigned Payments and
Equipment that it received from Omnicell, that there are no liens or
encumbrances respecting such Assigned Payments or Equipment in favor of any
person claiming by, through or under Buyer, and that no act or omission 


 


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of
Buyer has adversely affected the amount, timing of payment, or collectibility
of the Assigned Payments unless disclosed in writing by Buyer to Omnicell and
as to which the parties have agreed to a price adjustment to the repurchase
price for the Assigned Payments.  Upon
delivery to Buyer of a duly executed certified copy of the Customer acceptance
certificate for an item of Equipment, a true sale of the Assigned Rental
Payments related to such item of Equipment shall be deemed to have occurred.


4.               ASSIGNMENT AND PURCHASE OF TRANSACTIONS


4.1.                              Limited
Recourse to Omnicell.  Each
Party agrees that each sale of Assigned Rental Payments covered by this
Agreement is, and shall in all cases be treated as, a true sale and not as a
loan.  Except as expressly provided in Sections 3.7, 10.1 and 12.2, Assigned
Rental Payments shall be sold and assigned hereunder without recourse to
Omnicell.  Buyer hereby assumes all risk
of the Customer’s failure to make Assigned Rental Payments, due to bankruptcy,
insolvency, or other financial inability to pay.


4.2.                              Final
Document Package Delivery.  As soon as practicable after Buyer’s approval
of a proposed Transaction, the Final Document Package shall be delivered to the
office designated by Buyer.  Upon receipt
of the Final Document Package, Buyer shall immediately examine all documents
submitted and shall promptly advise Omnicell of existing deficiencies, if any.


4.3.                              Standard
Rates.    Buyer shall have no
obligation to enter into any Transaction, including, without limitation, any
Transaction that provides for a rate different from the then current Standard
Rate (or any special rate previously approved by Buyer in writing).  With respect to Transactions approved by
Buyer, Buyer shall honor all Standard Rate quotations by Omnicell that predate
the effective date of a new Standard Rate, provided that a
Final Document Package is received by Buyer prior to the date of such new
quotation.  Standard Rates shall be
effective upon notice to Omnicell.  All
Standard Rates that apply to Transactions that are intended to be true leases
for federal income tax purposes shall expire on December 31 of each year,
unless otherwise indicated in writing by Buyer


4.4.                              Equipment
Title and Warranties.


(a)   Omnicell (i)
consents to the assignment from a Customer to Buyer of any purchase order for
Equipment represented in a Transaction hereto; (ii) consents to assignment by
Buyer to such Customer of all warranty rights in connection with the Equipment
related to such Transaction and acknowledges that Buyer intends to permit the
Customer to enforce such warranty rights in the Customer’s name provided a
Contract Default has not occurred, (iii) acknowledges that it has transferred
to the applicable Customer all warranty rights in connection with the Software
related to such Transaction, (iv) shall, upon the acceptance of the related
System by the applicable Customer, deliver to Buyer a properly executed
Assignment Agreement and a certified copy of the acceptance certificate.  Omnicell and Buyer hereby agree that (i) any
transfer to Buyer, with respect to any Transaction, of title to the Equipment
(a “Title Transfer”) is for the sole
purpose of facilitating Buyer’s billing and collecting of property taxes with
respect to such Equipment, (ii) the Title Transfer together with the
corresponding option of Omnicell to repurchase such Equipment as set forth in Sections 6.1 and 6.3, the
formula for distribution of remarketing proceeds under Section 8.5,
and the formula for distribution of insurance proceeds under Section 4.8, are intended to convey to Buyer a security
interest in such Equipment to secure payment to Buyer of the Net Book Value of
such Equipment, and (iii) Buyer does not have any interest in the residual
value of the Equipment after payment to Buyer of the applicable Net Book
Value.  In the event Omnicell is 


 


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audited
by a taxing authority with respect to any taxes paid by Buyer pursuant to the
terms of this paragraph, Omnicell agrees to hold Buyer and each Customer
harmless from and against any such tax liability and shall not assert any
claims against Buyer or Customer for reimbursement of the same to the extent
that Buyer can specifically show that such taxes were already paid by Buyer and
the Customer.


(b)   The parties intend for each
Transaction to be a true sale upon Buyer’s receipt of a certified copy of a
duly executed acceptance certificate for the Equipment under such Transaction
and not a loan by Buyer to Omnicell.  To
the extent that any Transaction is deemed to be a secured financing, Omnicell
grants to Buyer a security interest in the Assigned Rental Payments and the
Equipment (and the proceeds of each) subject to each Transaction to secure the
payment of the Net Book Value for such Transaction and authorizes Buyer to file
financing statement(s) to perfect such security interest; provided,
however, that Buyer shall provide Omnicell with a reasonable
opportunity to review and approve such financing statement(s) prior to the
filing of such financing statement(s). 
Notwithstanding the foregoing, Buyer may file a financing statement
against Omnicell noting the sale of Transactions hereunder without the approval
of or notice to Omnicell, except that such financing statements shall be in
substantially the form sent by DLL to Omnicell and approved by Omnicell prior
to execution of this Agreement.


4.5.                              Risk of
Loss.  Omnicell will bear all risk of
loss to the System until the date of its acceptance by the Customer.  In the event any Customer returns or fails to
accept any part of the System for any reason whatsoever prior to the date on
which Buyer pays the Purchase Price to Omnicell, Buyer may assign its rights to
Omnicell (and Omnicell shall be required to accept such assignment) and Buyer
will thereafter have no further liability to Omnicell or to such Customer with
regards to the particular Transaction.


4.6.                              Payment
of Purchase Price.   Provided that
Buyer has not revoked its approval of a Transaction pursuant to Section 3.6 above, Buyer will fund the applicable
Transaction by paying Omnicell the applicable Purchase Price within five (5)
business days (or such other period as the parties mutually agree in writing)
following receipt by Buyer of the Final Document Package.  Upon payment of the Purchase Price by Buyer,
Buyer shall be deemed to have received the Final Document Package in form and
substance satisfactory to Buyer.


4.7.                              Limitation
on Acceptance of Transaction.  The purchase by
Buyer of any Transaction hereunder shall not constitute or be deemed an
assumption or acceptance by Buyer or an imposition on Buyer of any
representation, warranty, obligation, covenant, liability or duty of Omnicell,
or of any manufacturer or supplier of the Equipment, under the Transaction or
any other agreement relating to the Transaction or the Equipment.


4.8.                              Proceeds
of Insurance.  Omnicell
and Buyer agree that any proceeds of insurance on the Equipment shall be paid
(a) first to Buyer, in an amount up to the Net Book Value of the affected
Equipment determined as of the date of the casualty to such Equipment, and (b)
second to Omnicell, in the amount of any surplus over the applicable Net Book
Value.


4.9.                              Perfection
of a Contract.  Omnicell shall provide Buyer with a copy of each Contract containing a
complete description of the Equipment subject thereto, prior to or within five
(5) days of the delivery date of the first item comprising the System to a
Customer with respect to any Transaction. 
Buyer shall then file a UCC-1 Financing Statement
against the Customer with respect to the System (which UCC-1 will provide Buyer
with a first priority security interest in the System 


 


10





















 


or
Buyer shall have obtained lien subordination agreements from any creditors of
Customer with a conflicting, higher priority interest in the System).


4.10.                        Lease
Extensions; Holdover Rent.  This Agreement
covers the purchase and sale of Assigned Payments due under the original term
of certain Contracts.  If within 90 days
after the expiration of the original term of a Contract an extension of such
Contract is not entered into between the Customer and Omnicell then Buyer may,
in its sole discretion, with 30 days prior written notice to Omnicell, cease
providing billing and collection services with respect to such Contract,
without any cost or penalty to Buyer whatsoever. If a Customer extends a
Contract beyond its original term, Buyer shall have no interest in the Payments
payable for the extension unless such Payments are specifically purchased
hereunder.


5.               COLLECTION AND ADMINISTRATION


5.1.                              Billing
and Collection of Assigned Payments.  Buyer will, at its sole cost and expense,
perform all the billing and collection of Assigned Payments due and to become
due with respect to the Transactions sold and/or assigned under this
Agreement.  Buyer shall bill Customers
and pursue the collection of all amounts due under such Transactions in
accordance with its standard billing and collection procedures, but in no case
shall Buyer be obligated to take any affirmative steps (including, without
limitation, initiation of litigation or any other affirmative collection
action(s)) to bill or collect any Assigned Payments. Notwithstanding anything
contained in this Agreement to the contrary, Buyer may, from time-to-time in
its sole and absolute discretion, with prior written notice to Omnicell,
decline to bill or stop billing a Customer for any Assigned Payments, without
any cost or penalty to Buyer (but without recourse to Omnicell); provided, however, that if Buyer declines to bill or stops
billing a Customer for any Assigned Payments, then Buyer shall (i) assign the
affected Assigned Payments and related Equipment to Omnicell for $1 and (ii)
notwithstanding anything to the contrary in this Agreement, Buyer shall not
have any recourse to Omnicell for any such Assigned Payments.  In the event of such purchase of Assigned
Payments and Equipment by Omnicell, Buyer shall make to Omnicell no
representations or warranties as to the sale of such Assigned Payments and
Equipment except that Buyer shall represent and warrant that it is conveying to
Omnicell the title to such Assigned Payments and Equipment that it received
from Omnicell, that there are no liens or encumbrances respecting such Assigned
Payments or Equipment in favor of any person claiming by, through or under
Buyer, and that no act or omission of Buyer has adversely affected the amount,
timing of payment, or collectibility of the Assigned Payments unless disclosed
in writing by Buyer to Omnicell and as to which the parties have agreed to a
price adjustment to the repurchase price for the Assigned Payments.


5.2.                              Deposit
of Checks.  Omnicell hereby
authorizes Buyer to deposit in its account all checks and collections delivered
to Buyer in the name of, or payable to, Omnicell and representing funds due to
Buyer in connection with any Transaction.


5.3.                              Reporting.  Buyer shall provide Omnicell with quarterly
reports detailing:  (i) Application
activity, (ii) volume of funded Transactions, (iii) approved Transaction
backlog, (iv) delinquencies under the Program and (v) quote activity.


5.4.                              Enforcement.  Omnicell agrees to cooperate with Buyer in
the enforcement of its rights under any Transaction, including but not limited
to support in litigation or other proceedings (at the reasonable request and
expense of Buyer) pertaining to or arising out of any such Transaction;


 


11





















 


provided
however, Omnicell shall not be required to itself take any
legal action or to commence any legal proceeding against the Customer.


5.5.                              No
Modification After Assignment.  Except as contemplated by Sections 6.2 and 6.3 and by Service Agreements of Omnicell,
Omnicell shall have no right or authority to, and will not, without the prior
written consent of Buyer, (i) repossess or consent to the return of any
Equipment or (ii) modify the terms of any Transaction, if such modification
would adversely affect Buyer’s rights and remedies with respect to the Assigned
Payments.


5.6.                              Repurchase
of Transactions by Omnicell.  In the event Omnicell repurchases any
Transaction pursuant to this Agreement, Buyer shall reassign the Transaction to
Omnicell and its title to or security interest in the related Equipment as is,
where is, without representations or warranties, other than that the Equipment
is free of all liens and encumbrances attributable to Buyer.  All documents, instruments, and other
information on such repurchased Transaction that Omnicell gave or provided
Buyer with respect to the Customer shall be returned upon request.


5.7.                              Pass-Through
Service Billing.


(a)   This Section 5.7 shall
apply to Transactions only to the extent that Buyer has not purchased the
Service Payments under the applicable Contracts.  With respect to each Service Agreement which
relates to Equipment under a Lease Supplement with respect to which Rental
Payments have been assigned to Buyer hereunder, Omnicell shall retain the right
to receive the related Service Payments but Buyer will, as an accommodation to Omnicell,
bill the applicable Customer for such Service Payments as provided for
herein.  Prior to Buyer undertaking such
Service Payment billing, Omnicell shall provide Buyer with a complete and
accurate description of the amount and frequency of the Service Payments to be
billed.  Buyer will remit to Omnicell on
a monthly basis the Service Payments collected provided that Buyer shall be
entitled to deduct therefrom any or all amounts then due Buyer from Omnicell,
but Buyer shall not be entitled to deduct therefrom any amounts owing to Buyer
from Customers.


(b)   Provided that
no Contract Default has occurred and is continuing, in the event that any
Customer makes a payment to Buyer for amounts owed with respect to either or
both of Assigned Rental Payments and related Service Payments, and the amount
recovered (the “Amount Recovered”) is insufficient
to cover amounts then owing with respect to either or both of Assigned Rental
Payments and such related Service Payments, then the portion of the Amount
Recovered which is attributable to Assigned Rental Payments shall be payable to
Buyer and the amount of the Amount Recovered which is attributable to Service
Payments shall be paid to Omnicell; provided that
if it can not be reasonably determined whether the Amount Recovered is
attributable to Assigned Rental Payments or Service Payments because the
Customer has not made the payment with reference to a particular invoice that
relates only to Assigned Rental Payments or Service Payments or the Customer
has not otherwise specified to what the payment is to be applied, then (except
as otherwise required by law) Buyer shall pay over to Omnicell, Omnicell’s Pro
Rata Share.  “Pro Rata
Share” shall mean an amount equal to the Amount Recovered multiplied by: (i) in the case of Omnicell, a fraction (A)
the numerator of which is the amount of all Service Payments then due under the
applicable Service Agreement and (B) the denominator of which is the sum of all
Service Payments then due under the applicable Service Agreement and the
Assigned Rental Payments then due under applicable Contract, and (ii) in the
case of Buyer, a fraction (A) the numerator of which is the sum of all Assigned
Rental Payments then due under the applicable Contract and the denominator of
which is the sum of all Service Payments then due 


 


12





















 


under
the applicable Service Agreement and the Assigned Rental Payments then due
under applicable Contract.


(c)   Other than sending regular,
periodic bills to the Customer in accordance with the express terms of the
Service Agreement, Buyer shall not be required to take any affirmative steps to
collect any Service Payments. 
Notwithstanding anything contained in this Section 5.7
to the contrary, with respect to any given Service Agreement(s), Buyer may,
from time-to-time in its sole discretion, with prior written notice to
Omnicell, decline to provide or cease providing such billing services, without
any cost or penalty to Buyer whatsoever.


(d)   Omnicell shall, upon demand,
reimburse, indemnify, save and hold harmless Buyer, it affiliates,
subsidiaries, parents, shareholders, directors, officers, agents, employees,
attorneys, successors and assigns (each an “Billing
Indemnified Party”), for, from and against any and all third-party
claims, demands, actions, losses, liabilities, damages, penalties, fines costs
and expenses (including without limitation, court costs and reasonable attorney’s
fees) (collectively, “Billing Claims”)
made against or incurred by a Billing Indemnified Party, directly or
indirectly, which result from Buyer’s billing and/or collection of the Service
Payments provided such billing and collection is performed in a manner
consistent with this Section 5.7; provided further, however, that Omnicell shall not be
required to indemnify Buyer for any Billing Claims arising out of the
negligence or willful misconduct of Buyer. 
Buyer shall not be responsible for any indirect, incidental or
consequential liabilities, losses, injuries or cost, claims, demands, actions
or damages (including without limitation lost profits) incurred as a result of,
or relating, directly or indirectly, to, Buyer’s failure to perform in
accordance with this subsection.  This
subsection shall survive the termination of this Agreement.


6.               END OF TERM, EXTENSIONS AND UPGRADES, EARLY TERMINATION


6.1.                              End of
Term.  Upon a Transaction reaching its
end-of-term, provided that Buyer has been paid the applicable Net Book Value of
such Transaction determined as of the end of the term of such Transaction,
Omnicell shall have the option to purchase the Equipment from Buyer on an “as-is
where-is” basis for One Dollar ($1.00). Buyer makes no representations or
warranties as to the condition of the Equipment, other than that the Equipment
will be free of all liens and encumbrances attributable to Buyer.


6.2.                              Extensions
and Upgrades (Rollovers).  If, prior to
the end of the initial term of a Contract, a Customer wishes to extend the term
of its existing Contract (an “Extension”),
which extension may or may not include new Equipment and/or new Software that
offers new capabilities (as opposed to an updated version of existing
capabilities) (an “Upgrade”),
Omnicell shall request, and Buyer shall provide, the Net Book Value for a
Customer buy-out of the Assigned Rental Payments together with the remaining
Assigned Service Payments discounted at the Standard Rate under the particular
Contract.  Omnicell will then offer to
Buyer the proposed new Transaction for approval and acceptance in accordance
with the procedures set forth in Section 3 of
this Agreement.  All proposed Extension
or Upgrade Transactions submitted hereunder will have a Purchase Price that
exceeds the Net Book Value of the original Transaction.  Upon acceptance by Buyer of the new
Transaction involving an Extension and/or Upgrade, the original Transaction
shall be deemed cancelled without application of any Penalty for Early
Termination, and the new Transaction shall be deemed to have replaced, in
total, such original Transaction, and the amount due to Omnicell for the new
Transaction involving an Extension and/or Upgrade shall be the new Purchase
Price less the Net Book Value of the original Transaction determined as of the
date of the 


 


13





















 


new
Transaction and less the Repurchase Price of any remaining Assigned Service
Payments related thereto.  If for any
reason Buyer rejects funding of the new Transaction involving an Extension
and/or Upgrade then Buyer shall notify Omnicell of the decline, and Buyer shall
permit the Customer to terminate the original Transaction(s) without penalty,
upon Customer’s payment to Buyer of the then current Net Book Value of such
original Transaction, together with payment by Omnicell of the Repurchase Price
with respect to any remaining Assigned Service Payments related thereto.  In each case, upon receipt of the Repurchase
Price, Buyer will pass title to the Remaining Unearned Payments to Omnicell
free and clear of all liens attributable to Buyer, and reassign any financing
statements related thereto.  
Notwithstanding the foregoing, Omnicell will not agree with a Customer
to terminate a Contract prior to the expiration of its original term in order
to take advantage of lower interest rates.


6.3.                              Early
Termination.  If any
Customer notifies a Party hereto that it wishes to terminate a Contract prior
to the end of the initial term of such Contract, other than in connection with
an Extension and/or Upgrade, such Party shall notify the other Party of the
Customer’s request.  Following such
notification, Buyer shall permit the Customer to terminate the applicable
Contract upon (i) the expiration of a thirty (30) day notice period and (ii)
the payment to Buyer of an amount equal to the Net Book Value of the applicable
Transaction as of the date of termination, plus the Penalty for Early
Termination, plus the Repurchase Price of any remaining Assigned Service
Payments related thereto. Upon any termination of a Contract hereunder and
provided that Buyer has received the Net Book Value of the applicable
Transaction determined as of the date of termination plus the Penalty for Early
Termination plus the Repurchase Price with respect to any remaining Assigned
Service Payments related thereto, Omnicell shall have the option to purchase the
Equipment from Buyer on an “as-is where-is” basis for One Dollar ($1.00).  Buyer makes no representations or warranties
as to the condition of the Equipment, other than that  the Equipment will be free of all liens and
encumbrances attributable to Buyer.  Upon
receipt of the Repurchase Price, Buyer will pass title to such Remaining
Unearned Payments to Omnicell free and clear of all liens attributable to
Buyer, and reassign any financing statements related thereto.


7.               CUSTOMER DEFAULTS


7.1.                              Service
Default.


(a)   If a Customer alleges a
Service Default with respect to a Transaction which includes the sale of
Service Payments to Buyer, then Buyer shall promptly give Omnicell written
notice of such alleged Service Default. 
For a period of thirty (30) days from the date of such notice (the “Investigation Period”) (i) Buyer shall attempt to collect
all Assigned Service Payments owed by the applicable Customer to Buyer under
the defaulted Contract related to such alleged Service Default, and (ii)
Omnicell shall have the right to investigate the alleged Service Default and,
if Omnicell determines such allegation to be valid, to cure any and all Service
Defaults.  If at the expiration of such
Investigation Period, Buyer has been unable to collect such payments, Buyer
shall so notify Omnicell in writing (a “Notice of Continuing
Nonpayment”).


(b)   Upon receipt of
such Notice of Continuing Nonpayment, Omnicell shall, as Buyer’s sole and
exclusive remedy for a Service Default, cure the Service Default as set forth
below; provided, however, that if by the
expiration of the applicable Investigation Period Omnicell has, with respect to
each Service Default (A) cured such Service Default or (B) provided Buyer with
satisfactory (determined in Buyer’s reasonable discretion) evidence that
Customer’s Service Default allegation 


 


14





















 


is
invalid, then Omnicell shall not be required to pay to Buyer any amounts
relating to such Service Default under this Section 7.1:


(i)                  in any case
where the Service Agreement will remain in effect with the Customer, Omnicell
shall cure the Service Default by paying to Buyer, within thirty (30) days of
the expiration of the Investigation Period, the accrued and unpaid Assigned
Service Payments due under such Service Agreement as of the date of Buyer’s
Notice of Continuing Non-Payment, or


(ii)              in any case
whereby the Customer has terminated the Service Agreement prior to the
expiration of the stated term of such Service Agreement, then Omnicell shall
repurchase the unearned Assigned Service Payments from Buyer for a purchase
price equal to the Remaining Unearned Payments (defined below) originally
purchased by Buyer with each such payment discounted to its present value from
the date thereof to the date of the repurchase by Omnicell at the applicable
Standard Rate (the “Repurchase Price”).  Upon receipt of the Repurchase Price, Buyer
will pass title to such Remaining Unearned Payments to Omnicell free and clear
of all liens attributable to Buyer, and reassign any financing statements
related thereto. “Remaining Unearned
Payments” means Assigned Service Payments under Service Agreements
to the extent that: (A) such payments would have come due if not for the early
termination of the applicable Service Agreement, (B) such payments have not
been paid by Customer as of the date of such repurchase by Omnicell, and (C)
Omnicell is no longer obligated to perform the obligations relating to such
payments.


7.2.                              Contract
Default.  The Parties
hereby acknowledge and agree there shall be no recourse to Omnicell for any
Contract Defaults; however, provided that Buyer has made the applicable
Equipment legally available for repossession by Omnicell, in the event of a
Contract Default, Omnicell agrees to use commercially reasonable efforts to
obtain possession of the System (with the assistance of Buyer where
appropriate) for the benefit of Buyer. 
Omnicell shall not be required to take any legal action or to commence
any legal proceeding against the Customer to obtain possession.  If possession of the Equipment is obtained
under this Section, Omnicell shall, at the request of Buyer, act on behalf of
Buyer in storing, repairing and remarketing the Equipment in accordance with
the terms of Section 8 below.


7.3.                              Customer
Bankruptcy.  If the
Equipment cannot be made legally available due to a Customer’s Event of
Bankruptcy, and a court of competent jurisdiction determines that the value of
the System is less than the value determined by Buyer, or the net present value
of the payments approved by such court may be less than the Net Book Value
(determined as of the date of default) of such defaulted Transaction,  Buyer shall notify Omnicell of any relevant
court proceeding of which Buyer receives notice at which the value of the
System may be discussed, and may appear at such proceeding and submit evidence
relating to the value of the System. Notwithstanding anything in this Agreement
to the contrary, Omnicell shall not be required to repurchase any Assigned
Rental Payments or Assigned Service Payments under any Transaction, which
Assigned Rental Payments or Assigned Service Payments Buyer is unable to
collect due to the insolvency, bankruptcy, or financial inability to pay of any
Customer.


8.               REMARKETING ASSISTANCE


8.1.                              Agreement
to Remarket.  Upon any
repossession by Buyer of Equipment, Buyer shall promptly deliver such Equipment
to Omnicell.  In order to allow Omnicell
to control the aftermarket for its Equipment and in an attempt to obtain
reasonable proceeds from Equipment related to a Contract 


 


15





















 


Default
in order to protect Omnicell’s residual interest in the Equipment, Omnicell
shall remarket such Equipment on behalf of Buyer as provided below.  Omnicell shall have the exclusive right, and
the obligation to use commercially reasonable efforts, to remarket the
Equipment on a non-discriminatory, non-priority basis during the Remarketing
Period in accordance with the remarketing guidelines set forth in Sections 8.4 below.


8.2.                              Appraisal.  Omnicell shall appraise the Equipment and
advise Buyer in writing of its best estimate of the Equipment’s market value in
an “as is/where is” condition. 
Additionally, Omnicell shall promptly provide Buyer with a written
estimate of its costs of repair, refurbishment, Software upgrade, insurance and
remarketing (“Out-Of-Pocket Costs”).  If Buyer does not approve such Out-Of-Pocket
Costs, which approval shall not be unreasonably withheld or delayed, Omnicell
shall have a right of first refusal to purchase the Equipment for an amount
equal to the Net Book Value determined as of the date of the applicable
Contract Default.  If Omnicell does not
exercise such purchase option within 10 days after written notice of a decision
by Buyer to not approve the Out-of-Pocket Costs, Omnicell shall, at Buyer’s
reasonable expense, promptly cause the Equipment to be crated and safely
delivered to a location selected by Buyer.


8.3.                              Repairs.  If Buyer approves the Out-Of-Pocket Costs,
Omnicell shall repair and refurbish the System, including replacing the
existing Software configuration with its most recent available Software
upgrades (if necessary), and attempt to remarket the System as set forth
below.  Buyer shall not be obligated to pay
actual Out-Of-Pocket Costs that exceed the estimated Out-Of-Pocket Costs by
more than 10%.


8.4.                              Manner
of Remarketing.  During the
ninety (90) day Remarketing Period, Omnicell shall:


(a)   use commercially reasonable
efforts to remarket the System on a non-discriminatory, non-priority basis, as
compared to substantially similar used equipment and software owned by Omnicell
or owned by another party to whom Omnicell may be bound to provide remarketing
assistance (except that Omnicell shall not be required to market the Equipment
to any third party that would not be the end-user of such Equipment, and Buyer
acknowledges that Omnicell in the ordinary course of its business will be
engaged in the marketing of other equipment and such activity shall not be a
breach of any duty or warranty of Omnicell as contained herein);


(b)   make available maintenance
service to any subsequent purchaser or lessee of the Equipment and licensee of
the Software at Omnicell’s then current market rates;


(c)   grant a valid license to the
Software to any subsequent purchaser or lessee of the Equipment upon such
purchaser’s or lessee’s acceptance of Omnicell’s standard software license
agreement;


(d)   not permit any lien or
encumbrance to attach to the System by or through Omnicell, and will waive any
right or claim to the Equipment which may arise in connection with its
remarketing services;


(e)   warrant that the System that
is delivered to customers will be in good working order, condition and repair,
conforming to specifications according to Omnicell’s current warranty policy for
used equipment and will meet all applicable governmental standards; and


(f)    not agree to
any sales price or lease terms without Buyer’s prior approval, which shall not
be unreasonably withheld or delayed.


 


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8.5.                              Distribution
of Remarketing Proceeds.  If a
buyer or new lessee is obtained by Omnicell or Buyer, the Remarketing Proceeds
shall be distributed as follows:


(a)   first to the recovery by
Omnicell of the costs and expenses of repossession, remarketing and
reconditioning the Equipment as directed by Buyer but not previously paid to
Omnicell by Buyer;


(b)   then to Buyer for recovery
of its Net Book Value (determined as of the date of the applicable Contract
Default) of the Transaction; and


(c)   last, the remainder, if any,
to Omnicell.


8.6.                              Unsuccessful
Remarketing.  In
Transactions involving Equipment, if the Equipment has been made legally
available for repossession and Omnicell has been unable to remarket the System
during the Remarketing Period, Omnicell shall return the Equipment to Buyer who
may remarket it and retain all proceeds from any resulting sale (unless the
Transaction does not constitute a lease, in which case any proceeds received by
Buyer that exceed the applicable Net Book Value (determined as of the date of
the applicable Contract Default) shall be remitted to the applicable Customer
or as otherwise required by law).


9.               REPRESENTATIONS, WARRANTIES AND COVENANTS


9.1.                              With
Respect to this Agreement.  Each Party
hereby represents, warrants and covenants to the other (and such other Party’s
permitted successors and assigns), as of the date hereof, of the Application,
and on each date that a Transaction is sold by Omnicell and purchased by Buyer,
that:


(a)   it is a duly organized and
validly existing corporation in its state of incorporation and has full power
to enter into this Agreement and to carry out the transactions contemplated
hereby;


(b)   the execution and delivery
of this Agreement and the performance by it of the transactions contemplated
hereby have been duly authorized by all necessary corporate action;


(c)   this Agreement constitutes a
legal, valid and binding obligation on its part, enforceable in accordance with
its terms;


(d)   neither the execution of
this Agreement nor the consummation of the transactions contemplated hereby
will constitute (i) a violation or default of any material statute, rule, or
decree of any court, administrative agency or governmental body to which it is
subject, or (ii) a material default with respect to any material indenture,
loan agreement or other material agreement to which it is bound;


(e)   there are no suits or
proceedings pending or, to its knowledge, threatened in any court or before any
regulatory commission, or other administrative or governmental agency against
or affecting it which is reasonably likely to materially impair its ability to
perform its obligations hereunder or in connection with any Transaction; and


(f)    it shall notify the other
Party promptly upon becoming aware of a Material Adverse Change it experiences.


9.2.                              With
Respect to Each Transaction.


 


17





















 


(a)   Omnicell hereby warrants and
represents with respect to each Transaction assigned hereunder, as of the later
of the date that the related Assigned Rental Payments or Assigned Service
Payments are sold by Omnicell and purchased by Buyer or the date that Omnicell
delivers a Customer acceptance certificate in accordance with the terms of Section 3.7, that:


(i)                  neither
Omnicell, nor its agents have participated in or have any knowledge of any
fraudulent act in connection with such Transaction;


(ii)              all documents
relating to a Transaction to which Omnicell is a party or by which it is bound
will be genuine, legal, valid, and binding obligations of Omnicell;


(iii)          to the best of
Omnicell’s knowledge, in all documents where Omnicell is responsible for
obtaining the Customer’s signature, the signature of the named Customer is
genuine, the individual signing on behalf of the Customer holds the office set
forth below his signature and;


(iv)             it has not
received and kept any rent or other monies from any Customer in respect of any
Transaction (other than any required down payments) which is owed to Buyer and
Omnicell will  promptly remit any funds
owed to  Buyer which it may receive;


(v)                 the System will
have been delivered to the Customer after, or no more than five (5) days prior
to, Omnicell’s provision of a copy of the Contract to Buyer pursuant to Section 4.9 and thereafter accepted by the named Customer,
properly installed (in the customary manner) at the location indicated in the
applicable Application, and will be in good working order, condition and
repair, conforming to specifications, reasonable wear and tear excepted, on the
date title (subject to the terms and conditions of Section 4.4)
to said specific Equipment is transferred to Buyer;


(vi)             Buyer will have
good title (subject to the terms and conditions of Section 4.4)
to the Equipment and a first priority security interest in the related licenses
of Software governed by any Transaction, free and clear of all liens, claims,
and encumbrances on the date it is accepted by a Customer on behalf of Buyer,
subject only to the interest of the Customer under the Contract and the
interest of Omnicell under this Agreement;


(vii)         all sales, use,
or property taxes applicable to the System assessed or imposed prior to the
time Buyer pays the applicable Purchase Price, shall have been paid or shall be
timely remitted by Omnicell to the appropriate taxing authority and Omnicell
shall on request provide  Buyer with
proof of such payment as promptly as possible;


(viii)     the financial
statements of Omnicell delivered to Buyer from time to time fairly present the
financial position of Omnicell as of the dates thereof and the results of
operations of Omnicell for the periods covered thereby, all in conformity with
generally accepted accounting principles applied on a consistent basis; and


(ix)            Omnicell has or
will deliver to Buyer concurrently with payment of the Purchase Price the
lessor’s sole original executed chattel paper constituting the Lease Supplement
to the Contract (and certified copies of any master agreement not constituting
chattel paper).


(b)   Buyer hereby
warrants, represents and covenants with respect to each Transaction assigned
hereunder, as of the date such Transaction is sold by Omnicell and purchased by
Buyer, that:


 


18





















 


(i)                  neither Buyer,
nor its agents have participated in or have any knowledge of any fraudulent act
in connection with such Transaction;


(ii)              it will honor
any agreements made or warranties given by Buyer, or its agents, under the
Transaction to any Customer in connection with such Transaction, provided they
are in writing and duly executed; and


(iii)          all documents
relating to a Transaction to which Buyer is a party or by which it is bound
will be genuine, legal, valid, and binding obligations of Buyer.


(c)   Omnicell hereby covenants
with respect to each Transaction assigned hereunder that:


(i)                  it will not
transfer or assign its obligation to provide maintenance or to maintain service
capability without the prior written consent of Buyer, which consent will not
be unreasonably withheld or delayed, provided that this subparagraph will not
prohibit the routine subcontracting of maintenance or service obligations by
Omnicell, and, provided further, that the Customer shall not be obligated to
have its System serviced by Omnicell; and


(ii)                           it shall
deliver to Buyer within one hundred twenty (120) days of the close of each
fiscal year, its audited financial statements or annual report, and, within
ninety (90) days of the close of the second fiscal quarter, its six month
unaudited financial report, certified by its chief financial officer.


10.         INDEMNITIES


10.1.                        By
Omnicell.  Omnicell
shall indemnify and hold harmless Buyer, its officers, directors, employees and
agents (each a “Buyer Indemnified Party”), from
any losses, claims, liabilities, demands and expenses, including reasonable
attorneys’ fees and additional tax liabilities (collectively “Buyer Claims”) arising out of actions against such Buyer
Indemnified Party by any third-party resulting from (i) any breach by Omnicell
of its representations, warranties or obligations hereunder, or (ii) any act,
failure to act, omission, representation or misrepresentation by Omnicell, its
employees or agents in connection with any Transaction or with the sale, use,
operation, ownership, licensing, servicing or maintenance of the System,
including any strict liability therefor, or (iii) the failure of the System to
meet all federal and state standards applicable to the existence and operation
of the System, or (iv) the expiration or earlier termination of any patent or
copyright pertaining to any item of the System, or (v) any swap of Equipment or
Software comprising the System by Omnicell pursuant to the terms of any Service
Agreement; provided, however, that for any Buyer
Claim arising out of actions against such Buyer Indemnified Party by any
Customer, Omnicell shall not indemnify such Buyer Indemnified Party for any
failure to collect Assigned Rental Payments under any Transaction or the cost
of collection and enforcement of such Assigned Rental Payments.


10.2.                        Buyer.  Buyer shall indemnify and hold harmless Omnicell,
its officers, directors, employees and agents (each an “Omnicell
Indemnified Party”), from any losses, claims, liabilities, demands
and expenses, including without limitation reasonable attorneys’ fees and
additional tax liabilities (“Omnicell Claims”),
arising out of (i) any breach by Buyer of its representations, warranties or
obligations hereunder or (ii) any act, failure to act, omission, representation
or misrepresentation by Buyer, its employees or agents in connection with any
Transaction.


 


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10.3.                        Limitations.  Notwithstanding anything in this Agreement to
the contrary, Omnicell shall not be required to indemnify a Buyer Indemnified
Party for any failure to collect Assigned Rental Payments under any Transaction
due to the insolvency, bankruptcy, or financial inability to pay of any
Customer.  In no event shall Omnicell or
Buyer indemnify a Buyer Indemnified Party or an Omnicell Indemnified Party, as
applicable, against liability for indirect, special, consequential or
incidental damages including loss of use, revenue or profit regardless of the
form of the cause of action. Neither a Buyer Indemnified Party nor an Omnicell
Indemnified Party shall be required as a condition to receipt of payments
hereunder to contest or to permit Omnicell or Buyer, as applicable, to
participate in any contest in connection with the foregoing or to attempt to
recover from any Customer through legal proceedings or otherwise.  All indemnities and obligations under this Section 10.3 shall survive the expiration or termination of
this Agreement and the expiration or termination of any Transaction, but shall
not apply in the case of Buyer Indemnified Party’s or Omnicell Indemnified
Party’s negligence, gross negligence or intentional misconduct.


10.4.                        Notice.  If any Buyer Claim or action, or any Omnicell
Claim or action is brought or threatened against a Buyer Indemnified Party or
an Omnicell Indemnified Party, as applicable, and for which Omnicell or Buyer,
as applicable, is required to provide indemnity hereunder (the “Indemnifying Party”), such Buyer Indemnified Party or
Omnicell Indemnified Party, as applicable, shall promptly notify Indemnifying
Party in writing of such Buyer Claim or Omnicell Claim, as applicable.


10.5.                        Defense
of Claims.  Following
the receipt of notice if the Indemnifying Party has been given full authority,
information and assistance for the defense of same by Buyer Indemnified Party
or Omnicell Indemnified Party, as applicable, Indemnifying Party shall defend
such actions or Buyer Claims or Omnicell Claims, as applicable, at its expense
and pay all costs, damages and attorneys’ fees which may be awarded in any such
action against Buyer Indemnified Party or Omnicell Indemnified Party, as
applicable.  Buyer Indemnified Party or
Omnicell Indemnified Party, as applicable, shall take all reasonable actions
(at the expense of Indemnifying Party) as may be reasonably requested by
Indemnifying Party to assist it in the settlement and defense of such Buyer Claim
or Omnicell Claim, as applicable.


11.         TERM AND TERMINATION


11.1.                        Term.  This Agreement shall be effective as of the
Effective Date first set forth on the Signature Page of this Agreement and
shall continue until terminated by either Party as set forth in Section 11.2 below.


11.2.                        Termination.  This Agreement may be terminated (i) without
cause with ninety (90) days prior written notice, or (ii) upon the occurrence
of the other Party’s breach of any material covenant of this Agreement, which
breach is not cured within thirty (30) days after written notice to such
breaching Party.  Upon the termination of
this Agreement for any reason, the obligations of the parties with respect to
Transactions not funded by Buyer shall cease, but all obligations with respect
to Transactions which have been funded by Buyer shall survive.


12.         EVENTS OF
DEFAULT, REMEDIES


12.1.                        Events
of Default.  Each of the
following shall be an “Event of Default”
under this Agreement.


 


20





















 


(A)   If any representation or warranty made by either
Omnicell or Buyer in this Agreement shall have proved to have been inaccurate
in any substantial and material respect as of the date or dates with respect to
which it is deemed to have been made.


(b)   If either
Omnicell or Buyer shall breach in any substantial and material respect any
material covenant in this Agreement.


(c)   If either
Omnicell or Buyer breaches any obligation to indemnify Buyer or Omnicell, as
applicable and as set forth in Sections 10.1 or 10.2,
hereof, as applicable.


12.2.                        Remedies.


(a)   Upon the
occurrence and during the continuance of (i) an Event of Default by Omnicell
with respect to a particular Contract and (ii) a failure on the part of the
Customer under such Contract to pay Assigned Rental Payments when due because
of such Event of Default, which failure continues for more than sixty (60)
days, Buyer may by written notice to Omnicell declare Omnicell to be in default
of this Agreement or an Assignment Agreement and, as its sole remedy, upon
demand by Buyer require Omnicell to purchase for cash from Buyer in an amount
equal to the applicable Net Book Value, all unpaid Assigned Rental Payments
under any Contract as to which such Event of Default directly relates, together
with the related Equipment.  In the event
of such purchase of Assigned Rental Payments and Equipment by Omnicell, Buyer
shall make to Omnicell no representations or warranties as to the sale of such
Assigned Rental Payments and Equipment except that Buyer shall represent and
warrant that it is conveying to Omnicell the title to such Assigned Rental
Payments and Equipment that it received from Omnicell, that there are no liens
or encumbrances respecting such Assigned Rental Payments or Equipment in favor
of any person claiming by, through or under Buyer, and that no act or omission
of Buyer has adversely affected the amount, timing of payment, or
collectibility of the Assigned Rental Payments unless disclosed in writing by
Buyer to Omnicell and as to which the parties have agreed to a price adjustment
to the repurchase price for the Assigned Rental Payments.


(b)   Upon the occurrence of an
Event of Default by Buyer, Omnicell may by written notice to Buyer declare
Buyer to be in default of this Agreement and, upon demand by Omnicell, Buyer
shall pay in a lump sum to Omnicell, Omnicell’s actual damages incurred and
reasonably to be incurred by Omnicell by reason of such breach or
misrepresentation.


13.         MISCELLANEOUS


13.1.                        No
Joint Venture.  Buyer and
Omnicell acknowledge that they are separate entities, each of which has entered
into this Agreement for independent business reasons.  Nothing in this Agreement shall be deemed to
constitute the creation of a partnership or joint venture for legal purposes.


13.2.                        Assignments.  Neither Party may assign any of its rights or
obligations hereunder without written consent of the other Party; provided that
either Party may without prior written consent assign any of its rights
hereunder or under any Transaction to an affiliate or other entity in which a
majority of the common stock is owned directly or indirectly by such assigning
Party, and Omnicell may without prior written consent assign any of its rights
to payment hereunder to any party.  Buyer
may, in its sole discretion, securitize or syndicate its rights under any
Transaction.


13.3.                        Confidentiality.  From time to time either Party may provide
information to the other Party which is plainly marked as “Confidential.”  The Parties agree to take reasonable steps to
preserve the 


 


21





















 


confidential
nature of such information and to prevent its disclosure to third parties. Such
information shall not be considered confidential if (i) it is already in the
public domain, or (ii) it is obtained from an independent source (unless such
independent source is known by the recipient to be legally bound to refrain
from such disclosure), or (iii) it is independently developed by the receiving
party without reference to the confidential information, as demonstrated by the
receiving party’s files and records immediately prior to the date of
disclosure.  The Parties will fulfill
their obligations hereunder if they exercise the same degree of care to
preserve and safeguard such confidential information as they use to preserve
and safeguard their own confidential information, but no less than “reasonable
care.”  The Parties may disclose
confidential information to their respective affiliates, and confidential
information relating to specific Transactions may be disclosed by Buyer to its
representatives and agents, in the event that such Transactions are referred
for collection, and to any purchaser or administrator, in the event that such
Transactions are syndicated or securitized, provided that the receiving party
agrees to be bound by the terms hereof in writing. Nothing herein shall be
deemed to prohibit disclosure of confidential information that is required by
law, so long as the disclosing party, so far as practicable, consults with the
other party prior to such disclosure and takes such steps as the other party
may reasonably request to mitigate the effect of such disclosure.


13.4.                        Notices.  All notices, consents, requests,
instructions, approvals and communications provided herein shall be validly
given, made or served, effective only if in writing, except as otherwise
provided herein, and sent by (i) U.S. registered or certified mail, postage
prepaid, and return receipt requested, (ii) a nationally recognized overnight
delivery; or (iii) electronic facsimile (promptly confirmed in writing) to the
other Party at the address and/or facsimile number first stated above, or to
such other address and/or facsimile number as such party may designate in
writing.


13.5.                        Governing
Law.  This Agreement will be
governed by and construed in accordance with, the laws of the State of
California, other than any choice of law rule that would cause the application
of the laws of any other jurisdiction, as such laws apply to contracts between
California residents performed entirely within California.  The United Nations Convention on Contracts
for the International Sale of Goods does not apply to this Agreement.


13.6.                        Venue.  Any action or proceeding
arising from or relating to this Agreement must may be brought in a federal
court in the Northern District of California or in state court in Santa Clara
County, California, and each party irrevocably submits to the jurisdiction and
venue of any such court in any such action or proceeding.


13.7.                        Severability.  If any part of this Agreement shall be
contrary to any law which either party might seek to apply or enforce or should
otherwise be defective, the other provisions hereof shall not be affected
thereby but shall continue in full force and effect, to which end they are
hereby declared severable.


13.8.                        Headings.  The headings of the sections of this
Agreement are for convenience only and shall not be used to interpret or
construe this Agreement.


13.9.                        Counterparts.  This Agreement may be
executed in counterparts, each of which will be considered an original, but all
of which together will constitute the same instrument.


13.10.                  Entirety;
Amendments.  This
Agreement, together with the Exhibits, Riders, Schedules and addenda referred
to herein, constitute the entire agreement between Buyer and Omnicell as to the



 


22





















 


subject matter contemplated herein, and supersedes all prior agreements
and understandings relating thereto.  No
other agreements will be effective to change, modify or terminate this
Agreement in whole or in part unless such agreement is in writing and duly
executed by the party to be charged except as expressly set forth herein.  In the event there is any conflict between
this Agreement and any ancillary agreements with respect to any Transaction,
the terms and conditions of the relevant Exhibit, Schedule, Rider or addenda
shall control.


 


23





















 


EXHIBIT A


 


REQUIRED
DOCUMENTS


 


 


A.            Application Documents.


 


1.               a complete
description of the Equipment;


2.               payment terms
requested;


3.               estimated
Equipment delivery date;


4.               a complete copy
of the proposed Customer’s most recent three fiscal year end audited financial
statements including all notes thereto;


5.               if more than
six months have elapsed since the end of the immediately prior fiscal year end,
the most recent interim financial statement and a comparable interim statement
from the prior year; and


6.               a copy of any
written lease proposal presented to the potential Customer by Omnicell.


 


 


B.            Final Documents.


 


1.               Assignment
Agreement (in the form substantially as shown below);


2.               a copy of the
Customer’s Master Agreement;


3.               a copy of the
Customer’s Master Service Agreement (if different from Master Agreement);


4.               the original
Lease Supplement(s) representing the relevant Transaction and/or Supplement(s)
to Service Agreement being assigned to Buyer;


5.               a purchase
order from Customer or a mutually agreeable Customer billing reference number;


6.               an Assignment
Letter (as shown on Exhibit B); and


7.               evidence of
current insurance by Customer as required pursuant to the terms of a Contract.


 


24





















 


EXHIBIT B


 


A.  Form of Assignment Agreement.


 


AMENDMENT AND
ACKNOWLEDGEMENT OF ASSIGNMENT


This
Amendment and Acknowledgement of Assignment (this “Amendment”)
is made and entered into as of the          
day of                         ,
20     by and between                                   
(“Customer”) and Omnicell, Inc. (“Omnicell”).


                Whereas, Customer and Omnicell are executing,
contemporaneously with this Amendment, that certain SCHEDULE A-2, PRICING
SUPPLEMENT NO.        FOR FINANCED PRODUCTS  dated                                                 
(the “Pricing
Supplement”)
subject to the terms of that certain Schedule B, FINANCING SCHEDULE dated               
(the “Financing
Schedule”)
entered into subject to certain GENERAL TERMS AND CONDITIONS dated             
between Omnicell and the Customer (the “Master Agreement”) (the Pricing Supplement, the Financing Schedule and the
Master Agreement shall be collectively referred to herein as the “Agreement”); and


 


                Whereas,
Customer and Omnicell wish to amend and supplement the terms of the Agreement
as hereinafter set forth;


NOW, THEREFORE, in exchange for the mutual promises
and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Customer and Omnicell hereby agree as follows:


1.             Definitions.  Except
as otherwise specifically defined herein, terms used herein shall have the same
meanings as set forth in the Agreement.


2.             Modification of Section 1.5 of the Financing Schedule.  The Financing Schedule is hereby amended,
solely as it pertains to the Pricing Supplement, by adding the following as the
last sentence of Section 1.5 thereof:


“Customer hereby acknowledges and agrees that
Omnicell is assigning the right to Monthly Lease Payments for the Financed
Products described in that certain Schedule A-2, Pricing Supplement For
Financed Products dated                                                   
(the “Pricing Supplement”) entered into
hereunder to                         
(the “Finance Company”) but the Finance
Company is only being assigned the rights to such Monthly Lease Payments and is
not undertaking any of Omnicell’s obligations under the Agreement.  (Omnicell shall remain solely liable for all
performance obligations as the rentor under the Agreement, all warranties as
manufacturer and/or supplier, all claims under any service contract (including,
without limitation, any related Schedule D (Support Services Schedule)) or any
other matters concerning the Financed Products. 
CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY CLAIMS AGAINST OMNICELL UNDER
THE AGREEMENT OR AS VENDOR OR SUPPLIER OF THE EQUIPMENT OR UNDER ANY SERVICE
CONTRACT SHALL BE MADE SOLELY AGAINST OMNICELL AND NOT THE FINANCE COMPANY AND
THAT THE OBLIGATION TO MAKE MONTHLY LEASE PAYMENTS TO THE FINANCE COMPANY OR
ITS SUCCESSORS OR ASSIGNS IS ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE
SUBJECT TO ANY DISPUTES, CLAIMS, DAMAGES, LIABILITIES, OR OFFSETS AGAINST ANY
PAYMENTS DUE UNDER ANY AGREEMENTS FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, REMEDIES ARISING FROM NON-PERFORMANCE BY OMNICELL OR FROM ANY
FAILURE OF, OR DAMAGE TO, 


 


25





















 


THE
EQUIPMENT).  Monthly Lease Payments and
Monthly Support Fees under the Agreement on or after this date shall be
remitted to Finance Company (or its successors or assigns) to the address
referenced on the invoices.  Any
assertion of remedies for non-performance (including, if applicable claims
requesting credits against monthly service payments under the Service Supplements,)
must be directed ONLY to Omnicell and shall not limit or otherwise affect
Finance Company’s unconditional right to collect full payments under the
Agreement.”


3.             Insurance Information. 
Customer represents and warrants that the insurance information set
forth is true and correct, and Omnicell acknowledges receipt of same:


 


NAME OF
INSURANCE COMPANY                                                                                


NAME OF
AGENCY                                                                                                           


ADDRESS                                                                                                                             


TELEPHONE
#                                                
POLICY #                                                  


POLICY EXPIRATION DATE                              ;
CONTACT PERSON AT AGENCY                          


 


 


4.             Miscellaneous.  This Amendment shall inure to the benefit of,
and be binding upon the parties and their respective successors and permitted
assigns.  This Amendment, together with
those provisions of the Agreement not deleted or modified hereby, represents
the entire agreement between the parties as to the subject matter hereof, and
supersedes all prior oral and written negotiations, agreements and
understandings.  To the extent any
current provision of the Agreement conflicts with any provision added to the
Agreement or modified via this Amendment, the provision added via this
Amendment shall control.  As amended
herein, the terms and conditions of the Agreement shall remain in full force
and effect.  No modification or addition
to this Amendment shall be effective unless such modification or addition is in
writing and signed by both parties.


        IN WITNESS WHEREOF, the
parties have executed this Amendment as of the date and year first above
written.


	
   

  	
   

  
	
  Omnicell, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  By:

  	
   

  
	
  Print:

  	
   

  	
  Print:

  	
   

  
	
  Its:

  	
   

  	
  Its:

  	
   

  



 


26





















 


EXHIBIT C


 


OMNICELL
CUSTOMER FORMS


 


 


A.                                   Master
Agreement


 


27





















 


EXHIBIT D


 


FORMULAS


 


28





















 


RIDER A


 


[FOR
FUTURE ADDITION]


 


29





















 


RIDER B


 


[FOR
FUTURE ADDITION]


 


30