Master Services and Licensing Agreement



 Exhibit 10.20 
 MASTER SERVICES AND LICENSING AGREEMENT 
 BETWEEN

 CEDARA SOFTWARE CORP., an Ontario corporation, 
 (hereinafter referred to as “Cedara”) 
 and

 SURGI-VlSION, INC., a Delaware corporation, 
 (hereinafter referred to as “Surgi-Vision”) 







 RECITALS 
 WHEREAS, Cedara develops and distributes software applications for use in diagnostic imaging; 
 AND WHEREAS, Surgi-Vision has developed a set of products and technologies that enable various MRI-guided procedures and therapeutic interventions (the “Surgi-Vision Technology”);

 AND WHEREAS, Surgi-Vision and Cedara wish to establish a legal relationship under which Cedara will develop software to
support the Surgi-Vision technology; 
 NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto have decided to enter into this Master Services and Licensing agreement (this “Agreement”), dated and
effective from the 20th day of July, 2007 (the “Effective Date”), under the terms and conditions set forth below; 
  

	1.	 STANDARD DEFINITIONS 


  

	1.1	 Definitions 


  

	 	(a)	 “Agreement” means this Agreement, including the Schedules to this Agreement, and any Statements of Work made hereunder, as it or
they may be amended or supplemented from time to time, and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement and to any particular
Section or other portion of this Agreement. 


  

	 	(b)	 “Business Day” means Monday to Friday except any statutory holiday observed in the Province of Ontario and “Business
Hour” means each hour from 9:00 am to 5:00 pm E.S.T. during a Business Day. 


  

	 	(c)	 “Cedara Software” means software, in object code form, used to develop the Solution that is owned by or in possession of Cedara
prior to the Effective Date or developed or acquired by Cedara during the Term independent of this Agreement or that is developed pursuant to this Agreement and determined to be owned by Cedara in accordance with Section 5.2.



  

	 	(d)	 “Change Request” means a written request for changes to any Custom Engineering Services. 


  

	 	(e)	 “Confidential Information” has the meaning attributed to it in Section 11.1. 


  

	 	(f)	 “Custom Engineering Services” means the custom engineering services offered by Cedara to Surgi-Vision in accordance with
Section 2. 


  

	 	(g)	 “Documentation” means the documentation which facilitates the use of the Cedara Software and that is provided to Surgi-Vision under
the terms of this Agreement. 


  

	 	(h)	 “Effective Date” has the meaning attributed to it in the Recitals. 


  

	 	(i)	 “End User” means any person or organization that is granted rights to a Solution for use in processing its own data in the normal
course of its business activities. 


  

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	 	(j)	 “Engineering Team” means the team of custom engineering resources assigned by Cedara to Surgi-Vision in accordance with the terms
of this Agreement. 


  

	 	(k)	 “Initial Term” has the meaning attributed to it in Section 6.1. 


  

	 	(l)	 “Off-shore Engineer” means an engineer located outside North America. 


  

	 	(m)	 “On-shore Engineer” means an engineer located in North America. 


  

	 	(n)	 “Parties” means Cedara and Surgi-Vision and “Party” means either of them. 


  

	 	(o)	 “Professional Services” means the professional support services offered by Cedara to Surgi-Vision in accordance with Schedule B.



  

	 	(p)	 “Project(s)” means the specific Custom Engineering Services projects undertaken by Cedara at Surgi-Vision’s request from time
to time. 


  

	 	(q)	 “Renewal Term” has the meaning attributed to it in Section 6.1. 


  

	 	(r)	 “Solution” means a customized viewer software solution, Incorporating the Cedara Software, which supports the Surgi-Vision
Technology. 


  

	 	(s)	 “Statement of Work” or “SOW” means any work order made between the Parties which references and incorporates the
terms of this Agreement, and sets out the details of a particular Project including, without limitation, any applicable (i) Solution requirements; (ii) methodologies; (iii) project responsibilities; (iii) delivery milestones;
(iv) support; and (v) costs. 


  

	 	(t)	 “Surgi-Vision Technology” has the meaning attributed to it in the Recitals. 


  

	 	(u)	 “Term” means the period specified in Section 6 of this Agreement. 


  

	2.	 BUSINESS TERMS 


  

	2.1	 Custom Engineering Services 


  

	 	2.1.1	 General 


 Surgi-Vision shall engage Cedara in various Custom Engineering Services Projects throughout the Term. Each Project shall be defined by a Statement of Work signed by both Parties and numbered sequentially.
Statement of Work No.1, covering the initial Project of defining the functional requirements for development of the Solution, is attached hereto as Schedule A. The development of such Solution shall be based on the results of Statement of Work No.1
and shall be covered under a separate SOW. 
  

	 	2.1.2	 Engineering Team 


 The Engineering Team shall consist of a combination of On-shore Engineers and Off-shore Engineers. The composition of On-shore Engineers and Off-shore Engineers for any particular Project shall be
specified in the applicable SOW. 
  

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	 	2.1.3	 Project Management 


 For each Project, each Party shall assign a project manager who shall be responsible for their respective Party’s deliverables as defined by the Statement of Work. It is acknowledged and agreed that
Cedara’s ability to meet Project milestone dates and deliverable requirements may, in whole or in part, be dependant upon Surgi-Vision’s timely response to Cedara’s reasonable requests for co-operation made from time to time.

  

	 	2.1.4	 Change Requests 


  

	 	(a)	 Proposed changes to any Custom Engineering Services may be initiated by Surgi-Vision by giving a Change Request to Cedara. Once a change is
initiated by Surgi-Vision, Cedara shall add a description of the following to the applicable Change Request: (i) the proposed changes to the Solution; (ii) any associated changes to the fees or estimated fees, and any changes to the dates
set out in the applicable SOW; and (iii) any other applicable terms and conditions. Surgi-Vision acknowledges that time required by Cedara to respond to Change Requests may cause delays in achieving milestones. 


  

	 	(b)	 Cedara may initiate a change to any Custom Engineering Services by giving Surgi-Vision a Change Request that includes a description of: (i) the
proposed changes to the Custom Engineering Services; (ii) any associated changes to the fees or estimated fees, and any changes to the dates set out in the applicable SOW; and (iii) any other applicable terms and conditions.



  

	 	(c)	 Once any Change Request is signed by both Parties, it becomes a “Change Order”. The changes set out in any Change Order shall
constitute amendments to this Agreement and any applicable SOWs. Subject to subsection (d) below, if any Change Request is not signed by both Parties within 10 days of its submission by either Party, it is deemed to be withdrawn. Subject to the
provisions of this Agreement, the Parties shall continue to be bound by the terms and conditions of any SOW made hereunder without regard to the provisions of any Change Request until such time as a Change Order is executed by both Parties.



  

	 	(d)	 If a Change Request is delivered by Cedara and indicates that the change(s) are related to unforeseeable deficiencies in the original
specifications, or errors on the part of the Surgi-Vision, and the Change Request is rejected by Surgi-Vision, Cedara may, in its sole discretion, either: 


  

	 	(i)	 immediately terminate the applicable SOW; or 


  

	 	(ii)	 complete the delivery of the SOW, provided that Surgi-Vision shall be deemed to have waived its rights to all warranties and support otherwise
applicable to any part of the Custom Engineering Services directly affected by the specified changes. 


  

	 	2.1.5	 Ongoing Management 


 All disputes which may arise with respect to any matter related to any Custom Engineering Services shall, to the extent possible, be resolved by the project managers for each Party, as soon as practicable
and in any event within 10 Business Days of when it arises. If the project managers fail to resolve the dispute within 10 Business Days of when it arises, then their respective supervisors or other senior executives designated by the Parties shall
work to resolve

  

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the dispute, as soon as practicable and in any event within 10 Business Days of when it was referred to them. Each Party shall ensure that its representative for such discussions has the
necessary authority to resolve any dispute on behalf of that Party. 
  

	 	2.1.6	 Fees and Payment 


 Surgi-Vision shall pay Cedara for Custom Engineering Services according to an [***]. Surgi-Vision shall also reimburse Cedara for all pre-approved travel and living expenses incurred by Cedara that are
necessary to enable Cedara to perform the Custom Engineering Services. Unless otherwise specified in the applicable SOW, Cedara shall invoice Surgi-Vision on a monthly basis for Custom Engineering Services. 
  

	 	2.1.7	 [***] 


  

	2.2	 Licensing Terms and Conditions 


  

	 	2.2.1	 License Terms 


 Cedara grants to Surgi-Vision a non-exclusive, worldwide license during the Term to use, make copies of, distribute, market and sell licenses to the Cedara Software to End Users for use as an integrated
component of the Solution and under Surgi-Vision’s trademarks and service marks, and to use the Documentation in support of the foregoing grant of rights. 
  

	 	2.2.2	 Restrictions With Respect to Cedara Software 


 The rights to the Cedara Software granted by Cedara to Surgi-Vision herein are subject to the following restrictions: 
  

	 	(a)	 Surgi-Vision shall not modify, adapt, alter, translate, copy or otherwise use the Cedara Software or Documentation except as expressly permitted in
this Agreement; 


  

	 	(b)	 Surgi-Vision shall not attempt to reverse engineer, decompile, disassemble or otherwise render the Cedara Software into human readable form in order
to gain access to the source code in any way, or to produce any work derived from the Cedara Software; 


  

	 	(c)	 the Solution may only be distributed subject to the terms and conditions of an End User agreement as specified in Section 2.1.3, and, except as
otherwise expressly permitted in this Agreement, Surgi-Vision shall not transfer the rights granted to it under this Agreement; 


  

	 	(d)	 Surgi-Vision shall take all necessary measures to ensure that persons under its direction and control abide by the terms and conditions of this
Agreement; 


  

	 	(e)	 Surgi-Vision shall only represent the performance of the Cedara Software as stated in the most current Documentation provided to Surgi-Vision by
Cedara from time to time; and 


 [***] Indicates portions of this exhibit that have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 
  

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	 	(f)	 Surgi-vision shall obtain any governmental approvals required to discharge Surgi-Vision’s obligations in this Agreement. In addition,
Surgi-Vision shall obtain any required qualifications as soon as practicable under the applicable governmental requirements. Cedara agrees to use reasonable efforts to assist Surgi-Vision in obtaining such approvals or qualification and to institute
such design changes as may be required for such qualification. 


  

	 	2.2.3	 End User Agreements 


 Surgi-Vision shall enter into an agreement with each End User, and shall include provisions in such agreement that are at a minimum as protective to Cedara as the following: 
  

	 	(a)	 each license to the Solution shall be valid only for a single workstation identified by a serial number. The license may be transferred to another
identified workstation upon prior written consent of Cedara; 


  

	 	(b)	 End Users may use the Cedara Software only as integrated component of the Solution and strictly for their own internal business purposes, and may
not sell, rent, lease, license, time share or otherwise transfer or provide access to the Cedara Software to any third parties; 


  

	 	(c)	 End Users, may not reproduce, modify, adapt, alter, translate, reverse engineer, decompile, disassemble or otherwise render the Cedara Software into
human readable form in order to gain access to the Cedara Software source code in any way, or to produce any work derived from the Cedara Software or translate or create other versions of the Cedara Software; 


  

	 	(d)	 End Users shall not modify or remove any copyright or other proprietary rights notices in or on the Cedara Software or Documentation; and



  

	 	(e)	 Cedara shall have no liability to the End User for any express or implied warranties or any indirect, incidental, special or consequential damages.



 Surgi-Vision’s failure to enforce the terms of the End User agreement shall constitute
a breach of this Agreement 
  

	 	2.2.4	 License Fees [***] 


 Surgi-Vision shall pay to Cedara a run-time license fee of [***] for each Solution distributed by Surgi-Vision, provided that the [***]. Surgi-Vision agrees to purchase a minimum of [***]. 
  

	2.3	 Professional Services 


 Surgi-Vision may purchase Professional Services for the fees set forth in Schedule B. 
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 
  

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	2.4	 Training 


 Cedara shall provide technical and applications training to Surgi-Vision which may require Surgi-Vision to send one or more persons to Toronto, Canada. All training programs offered by Cedara are designed
as “train-the-trainer” courses and are intended for deployment and application specialists as well as the first-line support staff. 
 Surgi-Vision shall submit training requests to Cedara through the CustServ@cedara.com email address. 
 The fees for training are set out in Schedule B. 
  

	3.	 PAYMENT TERMS 


  

	3.1	 Taxes 


 Fees do not include applicable taxes or import duties. Surgi-Vision shall pay such taxes or duties either directly or when invoiced by Cedara, or shall supply appropriate tax exemption certificates in a
form satisfactory to Cedara. 
  

	3.2	 Payment 


 Unless otherwise indicated, Cedara invoices shall be due and payable to Cedara within 15 days of receipt of invoice by Surgi-Vision. Any undisputed payment not paid within such 15-day period shall bear
interest from the date payment is due until paid at the lesser of either a monthly compounded interest rate of 1.5% (19.56% per annum) or the highest interest rate allowed at law. If a dispute over an invoice is not resolved within 30 days of
receipt of such invoice by Surgi-Vision, Cedara may suspend all services and licensing rights provided for under this Agreement until such dispute is resolved to the mutual satisfaction of the Parties. Surgi-vision agrees to reimburse Cedara for all
reasonable costs and expenses incurred by Cedara in enforcing payment. 
 Payments are to be made by wire
transfer or electronic payment through the Automated Clearing House (ACH) to Cedara according to the terms specified herein, using all of the following banking information exactly as shown: 
 First Deposit to: 
 [***] 
  

 [***] Indicates portions of this exhibit that have been omitted and filed separately
with the Securities and Exchange Commission pursuant to a request for confidential treatment. 
  


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 [***] 
 Alternatively, payment can be made by Cheque payable to Cedara Software Corp. 
  

			
	 Cheques shall be mailed or couriered to:
	  	 Cedara Software Corp.

		  	 6509 Airport Road, Mississauga,

		  	 Ontario, L4V 1S7, Canada

		  	 Attention: Finance Department


  

	3.3	 Currency 


 All monetary amounts in this Agreement shall be in US dollars, unless expressly stated to the contrary. 
  

	4.	 RECORDS AND AUDIT 


 Surgi-Vision shall maintain written records (“Records”) of all copies made by Surgi-Vision of the Cedara Software, or any portions thereof, and of all sublicenses of the Cedara Software
and on written notice by Cedara, Surgi-Vision shall provide a copy of the Records to Cedara for inspection. 
 Cedara shall have the right to direct a qualified agent to audit Surgi-Vision’s compliance with the terms of this Agreement. The audit shall occur during normal business hours and at Cedara’s expanse, unless the audit reveals that
Surgi-Vision is not in material compliance with this Agreement, in which case Surgi-Vision shall pay all expenses associated with the audit and shall immediately pay to Cedara the fees for any unauthorized copies of the Cedara Software based on
Cedara’s product transfer price list from the later of the date of the last audit or the Effective Date of this Agreement. 
  

	5.	 PROPRIETARY RIGHTS 


  

	5.1	 Cedara Software 


 The Cedara Software owned by or in possession of Cedara prior to the Effective Date or developed or acquired independent of this Agreement during the Term, and any enhancements or modifications thereto or
derivatives thereof, shall be owned exclusively by Cedara or its suppliers, as applicable, and except as expressly provided for in this Agreement, all rights, title and interest therein are reserved by Cedara or its suppliers, as indicated by
Cedara. 
  

	5.2	 Software Development 


 Cedara acknowledges and agrees that any and all work product and intellectual property developed or created by Cedara at the direction of Surgi-Vision and accepted by Cedara or otherwise using
Surgi-Vision’s Confidential Information or intellectual property, that is developed specifically for Surgi-Vision and has unique application to the Surgi-Vision Technology (“Surgi-Vision Work Product”), is the sole and exclusive
property of Surgi-Vision and are “works made for hire” within the meaning of the United States Copyright Act of 1976, 17 U.S.C. $101 et seq. To the extent any Surgi-Vision Work Product does not constitute a “work made for
hire” under the United States Copyright Act, Cedara hereby irrevocably assigns, transfers and sets over absolutely to Surgi-Vision, and shall cause each of its employees to assign to Surgi-Vision, all right, title and interest (whether now in
existence or hereafter arising) in and to any Surgi-Vision

  

 [***] Indicates portions of this exhibit that have been omitted and filed separately
with the Securities and Exchange Commission pursuant to a request for confidential treatment. 
  


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Work Product and any intellectual property related thereto. For greater certainty, the Surgi-Vision Work Product shall not include any components of the Cedara Software. 
  

	6.	 TERM AND TERMINATION 


  

	6.1	 Term of the Agreement 


 The initial term of this Agreement is for 5 years commencing on the Effective Date (the “Initial Term”). Thereafter, this Agreement shall automatically renew for up to 3 successive
periods of 12 months (each, a “Renewal Term”), unless Surgi-Vision gives written notice to Cedara of its intention not renew a minimum of 30 days prior to the expiry of the Initial Term or the then current Renewal Term, as
applicable, provided that Cedara may amend the Custom Engineering Services fees and/or Professional Services fees during any Renewal Term with a minimum of 30 days prior written notice to Surgi-Vision. The Initial Term and any Renewal Terms shall
collectively comprise the “Term. 
  

	6.2	 Termination 


  

	 	6.2.1    	 Termination for Cause 


 Notwithstanding the foregoing provisions of Section 6.1, this Agreement and any SOW made hereunder may be terminated immediately by either Party if: 
  

	 	(a)	 the other Party ceases to carry on business in the normal course, becomes or is declared insolvent or bankrupt, is subject to any proceeding
relating to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes a general assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition,
extension or readjustment of all or substantially all of its obligations; or 


  

	 	(b)	 the other Party breaches any material obligation under this Agreement and such breach has continued uncured for a period of 20 days after receiving
written notice of the breach. 


  

	 	6.2.2    	 Procedure on Termination 


 Upon expiration or termination of this Agreement for any reason: 
  

	 	(a)	 Surgi-Vision shall promptly cease representing, quoting, selling, sublicensing or otherwise using the Cedara Software (including as part of the
Solutions); 


  

	 	(b)	 Surgi-Vision shall promptly return to Cedara all copies of the Cedara Software. Documentation or data originally provided by Cedara and which are
the property of Cedara; 


  

	 	(c)	 Surgi-Vision shall pay all outstanding invoices or amounts owing to Cedara which shall become immediately due and payable on notice of termination:
and 


  

	 	(d)	 Cedara shall deliver any specifications, designs, technical materials and other instructions developed or provided by Surgi-Vision to Cedara, which
the parties acknowledge and agree are exclusively owned by Surgi-Vision. 


  

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 Termination and the foregoing remedies shall be in addition to, and not in
lieu of, any other remedies that either Party may have at law or in equity and shall not relieve either Party of liability for any breach of contract occurring prior to the effective date of termination. 
  

	 	6.2.3	     Non- Termination of End User Licenses 


 Notwithstanding the termination or expiry of this Agreement, all End User licenses granted by Surgi-Vision prior to such
termination or expiry shall continue to be in full force and effect, subject to their terms. 
  

	7.	 BRANDING 


 Surgi-Vision shall market the Solutions using its own trademarks, logos, symbols, designs and other designations or brands. Notwithstanding the foregoing, Surgi-Vision shall not alter, remove or obscure
any Cedara copyright, trade-mark or other proprietary rights notices which are incorporated in or on the Cedara Software or Documentation. 
  

	8.	 INDEMNITIES 


  

	8.1	 Intellectual Property Rights Indemnities 


 Cedara shall defend, indemnity and hold harmless Surgi-Vision, and its directors, officers, employees, contractors, agents and suppliers, from any claims, losses, damages, penalties,
judgments and liabilities, including all reasonable related costs and expenses, arising in connection with any action or claim that the Cedara Software infringes any Canadian or United States patent or any other intellectual property and/or
proprietary right of a third party, provided that (i) Surgi-Vision cooperates with Cedara’s reasonable requests for assistance in the defence; and (ii) Cedara controls the defence, negotiation and settlement of any such claim;
provided, that Cedara shall not settle or compromise any claim that would adversely affect the rights of Surgi-Vision without the prior written consent of Surgi-Vision, such consent not to be unreasonably withheld. 
  

	8.2	 Surgi-Vision Remedies 


 In addition to any and all remedies provided under Section 8.1 above, it Surgi-Vision cannot use the Cedara Software because a court of final appeal has held that its use constitutes an infringement
of a third party’s intellectual property rights, Cedara shall, in its sole discretion and as Surgi-Vision’s sole recourse, provide Surgi-Vision with one of the following remedies: 
  

	 	(a)	 without impairing Cedara Software functionality or performance in any material adverse way, (i) modify the infringing portion of the Cedara
Software so that it is non-infringing or (ii) replace the Cedara Software with equally suitable, non -infringing components; or 


  

	 	(b)	 procure for Surgi-Vision the right to continue to use the infringing Cedara Software. 


  

	8.3	 Exclusion 


 Cedara shall have no liability to Surgi-Vision with respect to any claim of intellectual property rights infringement caused by (i) Surgi-Vision’s modifications to the Cedara Software or
combination of the Cedara Software with non-Cedara products; (ii) Surgi-Vision’s continued use of the infringing Cedara Software after having been notified of the alleged infringement; (iii) Surgi-

  

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Vision’s failure to use modifications to the Cedara Software supplied by Cedara that would have avoided the infringement; or (iv) modifications made to the Cedara Software by any person
or entity other than Cedara or by Cedara at the Surgi-Vision’s directions or specifications. 
  

	8.4	   Distribution of Solutions 


 Surgi-Vision agrees to defend, indemnify and hold harmless Cedara and its affiliates, and each of their respective directors, officers, employees, contractors, agents and suppliers,
from any claims, liabilities or damages, and related costs and expenses, arising out of or related to Surgi-Vision’s use or distribution of the Cedara Software that is in breach of the terms and conditions of this Agreement or any claim that
the Surgi-Vision Technology infringes any Canadian or United States patent or any other intellectual property and/or proprietary right of a third party, provided that (i) Cedara cooperates with Surg-Vision’s reasonable requests for
assistance in the defence; and (ii) Surgi-Vision controls the defence, negotiation and settlement of any such claim; provided, that Surgi-Vision shall not settle or compromise any claim that would adversely affect the rights of Cedara without
the prior written consent of Cedara. such consent not to be unreasonably withheld. 
  

	8.5	   Notice 


 Each Party shall promptly provide the other with written notice of any claim or information that might lead to a claim for indemnity under this Section 8. Failure by the Party seeking indemnity to
notify the indemnifying Party of such claim or information, which results in the indemnifying Party being materially prejudiced, shall relieve the Indemnifying Party of its liability under this indemnity provision. 
  

	9.	   NON- SOLICITATION 


 Until this Agreement is terminated, and for a period of 1 year following, neither Party shall hire, employ, retain or solicit any person who is an employee, officer, director of full-time independent
contractor of the other Party and who, but for this Agreement, would otherwise be unknown to that Party. The Parties acknowledge that in view of the recruitment difficulties, costs of training staff in the computer industry and the highly sensitive
nature of Intellectual property rights of both Parties, this restriction is reasonable. 
  

	10.	   LEGAL RISK MANAGEMENT 


  

	10.1	   Advisory Device 


 IN CIRCUMSTANCES WHERE THE CEDARA SOFTWARE SHIPPED TO SURGI-VISION HAS NOT BEEN MADE COMMERCIALLY GENERALLY AVAILABLE (“PRE-GMA”) (FOR EXAMPLE, EVALUATION SOFTWARE
PRODUCTS), SURGl-VISION ACKNOWLEDGES AND AGREES THAT SUCH PRE-GMA CEDARA SOFTWARE HAS NOT BEEN TESTED OR APPROVED FOR COMMERCIAL OR OPERATIONAL RELEASE OTHER THAN FOR CLINICAL EVALUATION (WHERE APPLICABLE) IN A CONTROLLED ENVIRONMENT AND THAT IT IS
TO BE USED FOR EVALUATION PURPOSES ONLY WITH THE HIGHEST POSSIBLE STANDARD OF CARE. 
 SURGI-VISION
ACKNOWLEDGES THAT THE CEDARA SOFTWARE AND THE SOLUTION ARE ADVISORY DEVICES AND NOT DESIGNED TO SUBSTITUTE FOR THE PRIMARY DEFENCES AGAINST DEATH OR INJURY DURING SURGICAL, MEDICAL LIFE SUPPORT OR OTHER POTENTIALLY HAZARDOUS APPLICATIONS WHICH SHALL
CONTINUE TO BE 

  

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THE SKILL, KNOWLEDGE AND EXPERIENCE OF THE USERS OF THE CEDARA SOFTWARE AND SOLUTION. 
  

	10.2	   Notice to End-Users 


 SURGI-VISION AGREES THAT IT SHALL NOT USE, MARKET, DISTRIBUTE OR RESELL THE CEDARA SOFTWARE OR SOLUTION AS A SUBSTITUTE FOR THE DEFENCES IDENTIFIED ABOVE IN THIS SECTION 10 OR
WITH UNAPPROVED DICOM CONNECTIONS. SURGI-VISION SHALL PROVIDE END USERS WITH A PROMINENT NOTICE, IN THEIR LOCAL LANGUAGE, TO THAT EFFECT. 
  

	10.3	   Legal Risk Management 


 EACH OF THE PARTIES AGREES THAT THE LIMITATIONS OF LIABILITY SET OUT IN THIS SECTION ARE FAIR AND REASONABLE IN THE COMMERCIAL CIRCUMSTANCES OF THIS AGREEMENT AND THAT IT WOULD
NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE OTHER PARTY’S AGREEMENT TO LIMIT ITS LIABILITY IN THE MANNER, AND TO THE EXTENT, PROVIDED FOR HEREIN. SAVE AND EXCEPT FOR CLAIMS ARISING FROM BREACH OF RESTRICTIONS ON USE AND DISTRIBUTION OF THE
CEDARA SOFTWARE, BREACH OF THE PAYMENT OBLIGATIONS, BREACH OF THE CONFIDENTIALITY OBLIGATIONS OR CLAIMS FOR WHICH AN INDEMNITY HAS BEEN PROVIDED UNDER THIS AGREEMENT, GROSS NEGLIGENCE, FRAUD, OR WILLFUL OR INTENTIONAL MISCONDUCT, THE PARTIES AGREE
THAT EACH OF THE PARTIES’ AND THEIR RESPECTIVE SUPPLIERS’ LIABILITY TO THE OTHER FOR ANY AND ALL DIRECT, COMPENSATORY LOSS OR DAMAGES, UNDER ANY THEORY OF LAW OR EQUITY, WHETHER FOR BREACH OF CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR
IN ANY WAY RELATED TO THIS AGREEMENT OR THE INTENDED FULFILLMENT OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, SHALL BE STRICTLY LIMITED IN THE AGGREGATE TO $1,000,000. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OR
INJURIES TO EARNINGS, PROFITS OR GOODWILL, OR FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY PERSON OR ENTITY WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THIS SECTION SHALL APPLY EVEN IN THE EVENT OF A BREACH OF CONDITION, A BREACH OF AN ESSENTIAL OR FUNDAMENTAL TERM. OR AN ESSENTIAL OR FUNDAMENTAL BREACH OF THIS AGREEMENT. 
  

	10.4	   Exclusion 


 THE OBLIGATIONS OF CEDARA EXPRESSLY STATED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS EXPRESS OR IMPLIED. WITHOUT LIMITATION, TO THE FULLEST EXTENT ALLOWABLE BY LAW, THIS
EXCLUSION OF ALL OTHER WARRANTIES AND CONDITIONS EXTENDS TO IMPLIED WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF
DEALING OR USAGE OF TRADE. CEDARA MAKES NO GUARANTEES REGARDING NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR THAT USE OF THE CEDARA SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. 
  

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	11.	   CONFIDENTIALITY 


  

	11.1	   Definition 


 In this Section. “Confidential Information” means all information that the disclosing Party designates as confidential or which ought to be considered as confidential from its nature or
from the circumstances surrounding its disclosure, including without limitation all regulatory, commercial, financial, administrative and technological information of either Party and any information concerning this Agreement, but does not Include
information which: 
  

	 	  (a)	 is known to the receiving Party before receipt from the other Party, as substantiated by cogent and reliable evidence; 



 

	 	  (b)	 is disclosed to the receiving Party in good faith by a third party who had a right to make such disclosure; 


  

	 	  (c)	 is made public by the originating Party, or is established to be a part of the public domain otherwise than as a consequence of a breach by the
receiving Party of Its obligations hereunder; or 


  

	 	  (d)	 can be substantiated, based on cogent and reliable evidence, to have been independently developed by the receiving Party.



  

	11.2	   Limited Use 


 All Confidential Information of each Party shall be used by the other Party strictly and only for the purposes in this Agreement. 
  

	11.3	   Reasonable Care 


 Each Party shall hold all Confidential Information of the other Party in confidence strictly for. and on behalf of the other Party and treat the Confidential Information of the other
Party as it does its own valuable and sensitive information of a similar nature and, in any event, with not less than a reasonable degree of care. 
  

	11.4	   Obligations of the Parties 


 Each Party shall have an obligation to prevent the other Party’s Confidential Information in its possession or control from being misappropriated, or wrongfully communicated by
any employee, consultant or other person under the obliged Party’s control. If the receiving Party is required by a court or government authority to disclose Confidential Information, the receiving Party shall provide the disclosing Party with
prompt notice, including the circumstances of such requirement, so that the disclosing Party may seek an appropriate protective order, and shall reasonably cooperate with the disclosing Party in an action by the disclosing Party to obtain an
appropriate protective order. Upon termination of this Agreement, the Parties shall promptly return or destroy the other Party’s Confidential Information. 
  

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	12.	   GENERAL 


  

	12.1	   Governing Law 


 The construction, validity and performance of this Agreement shall be governed by the laws of the State of New York without reference to conflict of laws principles. 
  

	12.2	   Sale of Goods Act 


 This Agreement shall not be governed by either the provisions of the International Sale of Goods Act or the United Nation’s Convention for Contracts on the International Sale of
Goods, regardless of that Convention’s legal or statutory adoption by any jurisdiction. 
  

	12.3	   Assignment 


 Neither party may assign or otherwise transfer rights or obligations under this Agreement whether in whole or in part, except with the prior written consent of the other party. Notwithstanding the
foregoing, either party may assign this Agreement in its entirety in the event of a merger, change of control, corporate reorganization, or a sale of all or substantially all of the assets of such party. 
  

	12.4	   Notices 


 Any notices provided for under this Agreement shall be deemed received when delivered in person, on the first Business Day following electronic transmission by facsimile or five (5) days after being
mailed by registered mail or reputable courier service: 
 To Cedara: 
 Cedara Software Corp. 
 6509 Airport Road 
 Mississauga. Ontario 
 L4V 1S7 CANADA 
 Fax: (905) 671-7955 
 Attention: VP Sales 
 To Surgi-Vision: 
 Surgi-Vision, Inc. 
 1101 East 33rd Street, Suite B307 
 Baltimore, Maryland 
 21218l USA 
 Fax; (901) 579-4979 
 Attention: Kimble L. Jenkins 
  

	12.5	   Public Notices 


 The Parties agree to issue a press release publicizing this Agreement subject to mutual agreement, to be evidenced in writing, on appropriate content and timing of said release.
Subject to the foregoing, neither Party will use the other Party’s name in any publicity, publication,

  

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announcement, marketing or press release or otherwise make use of its association with the other Party or this Agreement, without the other Party’s written consent. 
  

	12.6	   Case Study 


 Upon Surgi-Vision’s prior written consent in each Instance, Cedara may devise a case-study of any Custom Engineering Services Projects, and may use such case-study for marketing of its engineering
services to third parties. 
  

	12.7	   Entire Agreement 


 This Agreement, including the Schedules listed below and any Statements of Work made hereunder, constitutes the entire agreement between the Parties pertaining to the subject matter
hereof and supersedes all prior agreements and understandings, collateral, oral, or otherwise. No modification of this Agreement shall be binding upon the Parties to this Agreement unless in writing and executed by an authorized signing officer for
each of the Parties. 
 In the event of conflict or inconsistency between the provisions of this Agreement and
any of the Schedules or Statements of Work made hereunder, or any other document incorporated by reference herein, the terms of this Agreement shall prevail, unless in the case of any Statement of Work, the Parties expressly state that any terms
contained therein are to prevail over any inconsistent terms contained in the provisions of this Agreement. 
 The Schedules to this Agreement Are: 
 Schedule A: Statement of Work No. 1 
 Schedule B: Professional Services 
  

	12.8	   Amendments 


 Any amendment or modification of any provision of this Agreement must be in writing, dated and signed by a duty authorized representative of each Party hereto. 
  

	12.9	   Successors and Assigns 


 All successors, receivers, managers, trustees and permitted assigns of the Parties shall be bound by the rights and liabilities set out in this Agreement. 
  

	12.10	   Force Majeure 


 Neither Party shall be liable for any failure or delay in its performance under this Agreement due to causes of force majeure, including without limitation, tires, floods,
storms, earthquakes, civil disturbances, or labour matters, provided that Surgi-Vision shall continue to be obligated to pay any fees that have accrued up until the event of force majeure. If a party is so delayed or prevented from performing
its obligations under this Agreement for a period of thirty (30) consecutive days, the other party shall have the immediate right to terminate this Agreement at the end of such thirty (30) consecutive-day period, without any right of cure
on the party so delayed. 
  

 -15- 









	12.11	   Amicable Resolution 


 All controversies or claims arising out or relating to this Agreement, or any breath thereof, shall be finally settled amicably, if possible, by negotiation between the Parties.

  

	12.12	   No Waiver 


 No failure on the part of any Party to this Agreement to exercise, and no delay in exercising any right, power or single or partial exercise of any right, power or remedy by any Party shall preclude any
other or further exercise thereof of the exercise of any other right, power or remedy. 
  

	12.13	   Counterparts and Delivery 


 This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute but one and the
same instrument. Delivery of this Agreement by fax shall constitute valid and effective delivery. 
  

	12.14	   Severability 


 If any provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, that provision shall bo deemed to be severed from the Agreement, and the
remaining provisions shall not be affected. 
  

	12.15	   Legal Relationship 


 The Parties to this Agreement are independent contractors and separate entities. No other legal relationship is intended or implied. Except as specifically specified in this
Agreement, neither Party shall be responsible for acts of the other Party or its agents or employees and neither Party shall assume or create any obligation in the name of or on behalf of the other Party. 
  

	12.16	   Export Control 


 Surgi-Vision agrees to comply with the export laws and regulations of Canada and the United States of America in exercising the rights granted to it under this Agreement in respect
of the Cedara Software. 
  

	12.17	   Survival 


 Sections 1, 3, 4, 5, 6.2.2, 6.2.3, 8, 9, 10, 11 and 12 shall survive termination of this Agreement. 
  

 -16- 








 IN WITNESS WHEREOF the Parties hereto have executed this Agreement by their duly
authorized representatives. 
  

			
	 SURGI-VISION INC:
	  	 CEDARA SOFTWARE CORP:

		
	 /s/ Kim Jenkins
	  	 /s/ Antonia Wells

		
	 Signature
	  	 Signature

		
	 KIM JENKINS
	  	 ANTONIA WELLS

		
	 Name
	  	 Name

		
	 Pres / CEO
	  	 U.P. CUSTOMER OPERATIONS

		
	 Title
	  	 Title

		
	 July 20, 2007
	  	 July 20, 2007

		
	 Date
	  	 Date


  

 -17- 








 SCHEDULE A 
 STATEMENT OF WORK NO.1 
 This Statement of Work is
entered into pursuant to and forms part of the Master Services and Licensing Agreement between Cedara Software Corp. and Surgi-Vision Inc. effective July 20, 2007 (the “Agreement”). Capitalized terms used in this Statement of Work and
not otherwise defined herein shall have the meanings assigned to them in the Agreement. In the event of conflict or inconsistency between the terms of this Statement of Work and the Agreement, the terms of this Statement of Work shall prevail.

 [***] 
 AGREED: 
  

			
	 SURGI-VISION INC:
	  	 CEDARA SOFTWARE CORP;

		
	 /s/ Kim Jenkins
	  	 /s/ Antonia Wells

		
	 Signature
	  	 Signature

		
	 KIM JENKINS
	  	 ANTONIA WELLS

		
	 Name
	  	 Name

		
	 Pres / CEO
	  	 V.P. CUSTOMER OPERATIONS

		
	 Title
	  	 Title

		
	 July 20, 2007
	  	 July 20, 2007

		
	 Date
	  	 Date


 [***] Indicates portions of this exhibit that have been omitted and filed separately
with the Securities and Exchange Commission pursuant to a request for confidential treatment. 
  

 -18- 








 SCHEDULE B 
 PROFESSIONAL SERVICES SCOPE AND FEE SCHEDULE 
  

									
	 
	Professional Services
	 				 
	Consulting	 	Presales	 	Implementation	 	Connectivity &
integration	 	Training
	 Technical
 - Site Survey
   Assessment
 - Develop
   Architecture Design
 - Reengineering
   Technical Workflow
 - Cost/benefits
   analysis
	 	 Sales
 - Demo
 - Sales support
 - Reference Site Setup
 - Demo Licenses
	 	 Project Management
 - Implementation Plan
 - Training Plan
 - Acceptance Criteria
	 	 Connectivity
 - Scanner DICOM V &
   V
 - Printer V &V
 - Acceptance Plan
&
   Testing
 - Networking
 - Node setup &
   configuration
	 	 Techincal
 - Installation &
 Continuation

- Troubleshooting

	 Clinical
 - Needs Analysis
 - Reengineering
   Clinical Workflow
 - HIPPA requirements
 - Cost/benefits
   analysis
	 	 	 	 Installation & Configuration
 - On site Technical
 - On site Applications
 - Pre-staging site
	 	 Integration
 - HIS/RIS - PAC’s
   interface
 - 3rd Party Application
   Integration
 - System Engineering
   Services
	 	 Application
 - Instruction &
 Configuration

- Viewing Protocols
 Advanced 2D

Functionality
 - Clinical Packages 3D
 Ortho

	 	 	 	 	 Scalability
 - Product upgrades
 - System upgrades
 - Hardware upgrades
	 	 	 	 Sales
 - Applications
 - Production
 Positioning
 Refresher Web
 - Technical updates &
 upgrades

- Application updates
 &
upgrades
 -Sale updates

	  
 Pricing
 - [***] per day
 - Travel days included as part
of daily rate
  
 Default Hourly
Rates -9x5 EST
 - [***] per hour
  
 Default overtime Rates
 - [***] per hour
 - 5:00 PM to 8:00 AM; Weekends & Holidays
	 	  
 Pricing
 [***] per day
 Travel days included in
 day rate
 Capacity/Facility
 Max 6 person(s) attend
 once
 Cedara’s Training
 facility
  
 See notice for more
 information

	 Notice:
  
 - A Cancellation Surcharge of [***] will be applied to any support request cancelled without (7) Business Days notice. In addition
any un-recoverable expenses arising due to the cancellation will be the responsibility of Surgi-Vision.
  
 - Travel, accommodation & extraordinary expenses are the responsibility of Surgi-Vision unless otherwise agreed to by Cedara.


 [***] Indicates portions of this exhibit that have been omitted and filed separately
with the Securities and Exchange Commission pursuant to a request for confidential treatment. 
  

 -19- 








 SCHEDULE C 
 STATEMENT OF WORK NO. 2 
 2009-02573 
 SOW for CED solution for SurgiVision 
 MERGETM 
 Healthcare 
 STATEMENT OF WORK NO.2 
 This Statement of Work No.2 is entered into pursuant to and forms part of the Master Services and Licensing Agreement between Cedara Software Corp. d/b/a Merge OEM and Surgi-Vision Inc. effective July 20, 2007 (the
“Agreement”). Capitalized terms used in this Statement of Work and not otherwise defined herein shall have the meanings assigned to them in the Agreement. In the event of conflict or inconsistency between the terms of this Statement of
Work and the Agreement, the terms of this Statement of Work shall prevail. 
 [***] 
 AGREED: 
  

					
	 SURGI-VISION INC.:
	 		 	 CEDARA SOFTWARE CORP. D/B/A
 MERGE OEM:

			
	                   /s/ Peter Piferi
	 		 	                   /s/ Justin Dearborn

	 Signature
	 		 	 Signature

			
	                   Peter Piferi
	 		 	                   Justin Dearborn

	 Name
	 		 	 Name

			
	                   COO
	 		 	                   CEO

	 Title
	 		 	 Title

			
	                   11-13-09
	 		 	                   11-16-09

	 Date
	 		 	 Date


 [***] Indicates portions of this exhibit that have been omitted and filed separately
with the Securities and Exchange Commission pursuant to a request for confidential treatment. 
  

 -20-