<PAGE>

                                                                    Exhibit 10.1

THIS AGREEMENT (this "Agreement") is entered into as of this 22nd day of
                      ---------
November, 2000 between AGILENT TECHNOLOGIES, INC, Inc., a Delaware corporation
(together with its subsidiaries and successors, being collectively, "Agilent"),
                                                                     -------
and DATA CRITICAL CORPORATION, a Delaware corporation (together with its
subsidiaries and successors, being collectively, "Data Critical" and together
                                                  -------------
with Agilent being collectively, the "Parties" and individually as a "Party").
                                      -------                         -----
The parties agree as follows:

Data Critical's product, StatView(TM), allows in-hospital alarm notification of
waveforms and data from non-integrated servers attached to patient monitoring
systems using one-way UHF based wireless systems.  Agilent sells a variety of
patient management central/bedside/telemetry systems to hospitals worldwide.
Agilent desires to integrate the StatView software into the Agilent(TM) Database
Server (Release D), scheduled for release [*], as a customer orderable product
option.


1.   Definition/Scope of Licensed Product.  The "Integrated StatView Product"
     ------------------------------------        ---------------------------
     which is the subject of this agreement shall mean the StatView software
     code (consisting of the object code and interface only), administrative
     module, and relevant training materials all as and to the extent described
     on Exhibit A hereto. As used in this Agreement, the term "enhancement"
        ---------                                              -----------
     shall mean, with respect to any product, any change or modification to such
     product that adds, modifies or changes the functionality of such product,
     which change or modification either (a) can be sold by Agilent to the
     installed-base end users of the Integrated StatView Product for a material
     price or fee, or (b) can be sold by Data Critical to any end users under
     current service and support contracts for a material price or fee. The term
     "upgrade" shall mean, with respect to any product, any "bug fixes" or other
      -------
     functionality or non-functionality changes related to such product that do
     not constitute an enhancement.

2.   Term. Subject to the remaining provisions of this Section 2, this Agreement
     ----
     shall remain in effect for an initial term of three (3) years from January
     1, 2001 (the "Effective Date"). The Parties agree to meet prior to the end
                   --------------
     of the fourth quarter of the second year of this Agreement to ascertain
     whether Agilent desires to extend the term for an additional year on an
     exclusive or non-exclusive basis and, if so, the Parties agree to negotiate
     in good faith exclusivity and minimum sales obligations, if any, terms and
     pricing for the upcoming year; [*]. If no agreement is reached by the end
     of the fourth quarter of the second year of this Agreement notwithstanding
     such good faith negotiations, then the license granted to Agilent under
     Section 3 shall become nonexclusive and Agilent shall have no minimum
     obligations under Section 6 in respect of such third year of this
     Agreement. Thereafter, this Agreement shall be subject to renewal annually
     for additional one year terms with the consent of, and on such terms as
     shall be agreed upon by, both Parties given not less than sixty (60) days
     prior to the end of the current term thereof.

3.   License.
     -------

     3.1  Data Critical hereby grants a worldwide license to Agilent to the
          Integrated StatView Product described herein solely for use in
          integrating the Integrated Statview Product into a monitoring/central
          station network data server. Subject to the following, this license
          shall be exclusive for the initial two (2) years of the Agreement and
          shall thereafter be non-exclusive, unless otherwise agreed by the
          parties pursuant to Section 2; it being acknowledged and agreed that
          "exclusivity" for purposes hereof shall mean that no other alliance
           -----------
          partner of Data Critical will be provided the StatView software code
          for the purpose of integrating such software directly on a data server
          that supports a monitoring network for one-way UHF based wireless in-
          hospital alarm notification of waveforms and data. Without limiting
          the foregoing, nothing herein shall be deemed to (a) [*] or (b) [*].
          It being further agreed that the license contemplated herein shall
          include the non-exclusive right by Agilent and/or their end-users to
          use the specific UHF frequencies licensed to Data Critical by the
          Federal Communications Commission ("FCC") or the Canadian equivalent
                                              ---
          thereof, and utilized by Data Critical for use with its StatView
          product, including, where appropriate, by way of a shared license that
          will be provided by Data Critical to Agilent's end users upon
          Agilent's request therefor

_____________________
* Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.  The
omitted portions of this exhibit have been filed separately with the SEC.
<PAGE>

              Agilent Technologies and Data Critical Corporation
                      License and Distribution Agreement

          on the same terms offered by Data Critical to its end-users. Data
          Critical shall use its best commercial efforts to maintain its
          existing FCC licenses for use with the Integrated StatView Product.

     3.2  Except as expressly otherwise provided herein, Agilent hereby
          acknowledges that this Agreement grants no, and Agilent shall claim
          no, rights, title or interests in, to or under any of Data Critical's
          owned, leased or licensed tangible, intangible, real or intellectual
          property, other than the Integrated StatView Product and, subject to
          the immediately following provision, any specific receivers or
          transmitters purchased by Agilent hereunder.

     3.3  Further, Agilent hereby acknowledges and agrees that no license is
          being granted hereby to or in respect of any of Data Critical's
          hardware or equipment.

     3.4  Data Critical shall inform Agilent of those countries, other than the
          United States and Canada, in which Data Critical is authorized to use
          its StatView product. In the event that (a) Agilent requests the
          assistance of Data Critical or the use of any information developed,
          attained or provided by Data Critical in connection with acquiring the
          FCC (or any similar foreign communications regulatory agency) approval
          for the use of its StatView product in any country, including the
          United States, in connection an application by Agilent to secure such
          regulatory compliance for the Integrated StatView Product, and (b)
          Data Critical provides such assistance or information, [*].
          Notwithstanding anything in this Section 3.4, if Data Critical applies
          for or receives a foreign regulatory license for any of its products
          that might be applicable to Agilent, Data Critical will promptly
          notify Agilent of same.

     3.5  The rights granted hereunder will extend to Agilent Subsidiaries and,
          subject to the limitations set forth below, those third party channels
          of distributions used by Agilent in the United States and Canada. The
          rights granted hereunder will also extend to those Subsidiaries and,
          subject to the limitations set forth below, third party channels of
          distribution used by Agilent outside of the United States and Canada
          which, in each case, are either set forth on Exhibit B attached hereto
                                                       ---------
          or are from time to time hereafter identified to, and approved by,
          Data Critical to avoid conflict with other Data Critical distributors
          or partners, which approval shall not unreasonably be withheld.
          Notwithstanding the foregoing, each third-party distributor used by
          Agilent to distribute the Integrated StatView Product (whether or not
          listed on Exhibit B) shall, prior to being authorized by Agilent to
                    ---------
          distribute the Integrated StatView Product:

                    (a) undertake and covenant directly with Data Critical that
               neither such distributor nor such distributor's employees or
               agents shall make any representation regarding the functionality
               of the Integrated StatView Product, in each case that is
               inconsistent with the provisions of Section 10 as set forth
               below, the Secondary Nature of the StatView product, the on-
               screen notifications described above, the training provided to
               such persons by Data Critical, the End User Restrictions (as such
               End User Restrictions are described on Exhibit E hereto) or the
                                                      ---------
               specifications for the Integrated StatView Product performance as
               agreed between Data Critical and Agilent; and

                    (b) execute a waiver and indemnification agreement in form
               and substance satisfactory to Data Critical in respect of product
               liability claims;

          provided, that in the case of any third-party distributor that does
          --------
          not comply with clauses (a) and (b) above, such distributor shall be
          considered in good faith by Data Critical for approval (which such
          approval may be withheld in Data Critical's discretion).

4.   License Fees.
     ------------

     4.1. Agilent shall pay Data Critical a [*] license fee for any Agilent
          Information Center system in which the customer has also activated or
          purchased the Integrated StatView Product, which fee shall be based on
          the aggregate number of [*] licenses purchased by Agilent hereunder as
          follows:

______________________
* Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission. The
omitted portions of this exhibit have been filed separately with the SEC.

                                       2
<PAGE>

              Agilent Technologies and Data Critical Corporation
                      License and Distribution Agreement


               Aggregate Number of [*]
               Licenses Purchased
               By Agilent Under this Agreement          [*] License Fee
               -------------------------------             ------------

                       1-2000                                  $[*]
                     2001-4000                                 $[*]
                     4001-6000                                 $[*]
                     6001 and up                               $[*]

     4.2. All license fees are to be paid quarterly in arrears within 30 days of
          the end of the calendar quarter in which Agilent invoices the end user
          customer (but in any event, not later than the quarter in which any
          product utilizing the Integrated Statview Product is delivered to the
          end user customer). Data Critical shall have the right to audit all
          license fee computations and supporting documentation.

     4.3. The above schedule of license fees shall be negotiated with respect to
          years subsequent to the second effective year of this Agreement to the
          extent of any renewal hereof in accordance with and subject to Section
          2.

     4.4. The parties agree that during the pre-release period of the Integrated
          StatView Product, Agilent and Data Critical will use their best
          commercial efforts to maintain a close working relationship in respect
          of the Integrated StatView Product. If during such pre-release period
          the parties reasonably and mutually agree that an integration issue
          requires technical assistance that must be performed by Data Critical,
          then Data Critical will use its best commercial efforts to provide a
          solution to such integration issue within three business days and
          provide Agilent with the solution for their testing and integration
          prior to release of the Integrated StatView Product.

     4.5. In addition to the Integrated StatView Product for which Agilent is
          paying Data Critical a license fee as defined above, Data Critical
          will sell Agilent the receivers and transmitted to be used with the
          Integrated Software Product for the following amounts (in each case,
          plus applicable taxes and duties):

               Receivers         $[*]
               Transmitters      $[*];

          provided, that for all periods following the initial term of this
          --------
          Agreement, such prices shall be subject to adjustment as shall be
          agreed by the parties in connection with the extension hereof; [*].
          All other equipment relating the Integrated StatView Product may be
          purchased by Agilent from Data Critical at the list price then in
          effect with respect thereto. Payment terms for any such purchased
          equipment shall be [*]. Data Critical will deliver receivers and
          transmitters within [*] days of the submission of the purchase order
          thereof; provided, however, that Data Critical shall use its best
                   --------  -------
          efforts to deliver such items as soon as practicable upon delivery of
          an expedited request for shipment from Agilent. Data Critical further
          agrees that (a) notwithstanding the foregoing, Data Critical shall not
          charge Agilent a transfer price for the receivers and/or the
          transmitters [*] and (b) with respect to the transmitters, Data
          Critical will, at Agilent's request, allow Agilent to purchase the
          transmitters [*]. Data Critical will inform Agilent if the price for
          any product to be provided by Data Critical changes downward.

5.   Maintenance and Repair.
     ----------------------

     5.1. Data Critical shall offer factory-only repair/replacement services,
          solely at its own or licensed service facilities, for the Data
          Critical proprietary receivers and for the transmitters sold by Data
          Critical for use with the Integrated StatView Product after the
          expiration of the warranty thereon. Data Critical represents that it
          has complete ownership and/or rights of use of the technology and
          design of the Data Critical

_______________________
* Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.  The
omitted portions of this exhibit have been filed separately with the SEC.

                                       3
<PAGE>

              Agilent Technologies and Data Critical Corporation
                      License and Distribution Agreement

          proprietary receivers sold by it for use with the Integrated StatView
          Product and all associated rights concerning the manufacture of such
          receivers. [*]

     5.2. Subject to the foregoing, Data Critical will offer Agilent
          repair/replacement services for the receivers and transmitters sold by
          Data Critical for use in connection with the Integrated StatView
          Product based upon the following pricing schedule (all hardware
          repair/replacement payment terms are [*]) (in each case, plus
          applicable taxes and duties):

          Receivers:     $[*] per unit after the [*] warranty period therefor;
                         and

          Transmitters:  $[*] Per Unit after the [*] warranty period therefor.

     5.3. The hardware repair and/or /replacement process established by Data
          Critical pursuant to this Section 5 will involve maximum turnaround
          times of [*] days based on no more than [*] Receivers per day for
          repair/replacement. Over this number of Receivers will extend the
          repair/replacement time to [*] days from date of receipt. [*] Further,
          Data Critical understands Agilent's obligation to provide
          repair/replacement service to its customers for at least [*] from its
          date of purchase. Accordingly, Data Critical will provide or will make
          the means available to Agilent to fulfill its obligations to its
          customers to provide such service for such time by either providing
          repair/ replacement service directly or through a licensed third-party
          or [*].

6.   Minimum Sales/Purchase Obligation. Agilent shall have an obligation to
     ---------------------------------
     purchase such number of [*] licenses for the Integrated StatView Product
     sufficient to provide to Data Critical the minimum aggregate [*] license
     fees set forth for the periods below. Concurrent with the commencement of
     this Agreement, and at the beginning of each subsequent annual term for
     which minimums are owing, Agilent shall deliver to Data Critical a blanket
     purchase order for the requisite number of licenses required to meet the
     minimum obligations set forth below. If the actual unit sales and/or
     activations of the Integrated StatView Product by Agilent to end users
     during a given period do not yield the minimum aggregate [*] license fees
     outlined below, Agilent shall be deemed, prior to the end of such period,
     to have ordered under the blanket purchase order, and Data Critical shall
     ship for delivery, such number of [*] licenses (at the respective prices
     set forth in Section 4 above) for the Integrated StatView Product
     sufficient to provide the shortfall between the license fees resulting from
     Agilent's end user sales/activations for such period and the aggregate
     minimum license fees set forth below for such period. Agilent shall make
     payment for such licenses purchased pursuant to the immediately preceding
     sentence within [*] after the last day of the period for which such payment
     is owing. By way of example, to the extent the aggregate [*] license fees
     from end user sales are less than $[*] in the second quarter of calendar
     year 2001 or do not aggregate at least $[*] by the end of such calendar
     year, Agilent shall purchase such amount of licenses on the last business
     day of such period to provide Data Critical the minimum aggregate license
     fee revenues set forth below.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Calendar Year 2001          Q1, 2001        Q2, 2001               Q3, 2001       Q4, 2001     Aggregate for Calendar
                                                                                               Year ending December
                                                                                               31, 2001
----------------------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>                   <C>            <C>          <C>
Minimum [*] License         $[*]             $[*] (exclusive of    [*]            [*]          $[*]
 Fees Owing                                  Q1, 2001)
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Calendar Year 2002          Q1, 2002         Q2, 2002              Q3, 2002       Q4, 2002     Aggregate for Calendar
                                                                                               Year ending December
                                                                                               31, 2002
----------------------------------------------------------------------------------------------------------------------
Minimum [*] License         [*]              [*]                   [*]            [*]          $[*]
Fees Owing)
----------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       4
<PAGE>

              Agilent Technologies and Data Critical Corporation
                      License and Distribution Agreement


7.   Technology Review.
     ------------------

     7.1. [*] Nothing in this Agreement shall be deemed (a) to prohibit Data
          Critical from developing and marketing any such enhanced or new
          products or (b) to grant Agilent any rights thereto hereunder.

     7.2. Data Critical will provide Agilent with [*] days written notice of any
          proposed upgrades, patches or fixes to the Integrated StatView Product
          and obtain Agilent's consent prior to making any such upgrades,
          changes or fixes directly affecting the Integrated StatView Product
          (unless either required by law or required to be made pursuant to the
          terms hereof). Nothing in this provision shall be interpreted to
          prevent or delay a Party from implementing mandatory safety or other
          recalls or from making or implementing any upgrades, patches or fixes
          to any product for use by any other party other than by Agilent with
          respect to any StatView product.

     7.3. Agilent shall give Data Critical at least [*] days' prior written
          notice of any required changes to the Integrated StatView Product
          resulting from any modification by Agilent to their Bedside System
          technology or operations. Any such revisions or modifications to the
          Integrated StatView Product or the interface to Agilent's monitoring
          systems by Data Critical shall be [*], shall remain the sole property
          of Data Critical and shall not, unless otherwise agreed to by the
          Parties on mutually agreeable terms (which may be set forth as an
          amendment hereto), constitute part of the Integrated StatView Product
          licensed hereunder. [*]

8.   Product Functionality.  Data Critical will, [*], provide software, firmware
     ---------------------
     code, hardware and related support necessary to integrate any updates
     related to the Integrated StatView Product system.

9.   Warranty.
     --------

     9.1. Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, DATA CRITICAL
          DOES NOT MAKE ANY WARRANTY, AND DATA CRITICAL AND ITS LICENSORS HEREBY
          DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
          LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
          PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE, HARDWARE,
          DOCUMENTATION OR SERVICES TO BE PROVIDED HEREUNDER IN CONNECTION WITH
          THE INTEGRATED STATVIEW PRODUCT. DATA CRITICAL FURTHER DISCLAIMS ANY
          REPRESENTATION OR WARRANTY WITH RESPECT TO THE ECONOMIC OR OTHER
          BENEFIT THAT AGILENT OR ANY OTHER PARTY HERETO MAY OBTAIN THROUGH ITS
          PARTICIPATION IN THIS AGREEMENT.

     9.2. Hardware Warranty. For a period of [*] from the shipment thereof to
          Agilent, Data Critical warrants that its proprietary receivers and, to
          the extent purchased directly from Data Critical, the transmitters, in
          each case, sold by Data Critical for use with the Integrated StatView
          Product will conform to the Data Critical documentation regarding the
          Integrated Statview Product, be free from material defects in design
          (to the extent such design defect would preclude its use on a stand-
          alone, non-integrated basis), material and workmanship (other than any
          defect resulting from or occurring as a result of the installation
          thereof by Agilent), and free of all liens, encumbrances and other
          claims against title (other than those in favor of Data Critical
          securing payment for such products). If such a receiver or transmitter
          fails to conform to these warranties, [*].

     9.3. Software Warranty. Data Critical warrants for a period of [*] from the
          date of installation at the customer site that the software comprising
          the Integrated StatView Product that is licensed to Agilent hereunder
          meets the current specifications related to functionality and
          operation as set forth in Exhibit A attached hereto. If such software
                                    ---------
          fails to conform to these warranties, Data Critical will use its best
          efforts to correct the software and provide Agilent with the revision
          for their testing and integration prior to

_______________________
* Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.  The
omitted portions of this exhibit have been filed separately with the SEC.

                                       5
<PAGE>

              Agilent Technologies and Data Critical Corporation
                      License and Distribution Agreement

           Agilent reinstalling or upgrading the software at the customer site.
           In the event Data Critical cannot effect such correction to meet the
           current specification (a) within [*] after Data Critical has received
           notice of such defect from Agilent requesting repair of such
           software, in the case of defects that either Agilent or Data Critical
           reasonably determine involve patient safety issues, and (b) within
           [*] after Data Critical has received notice of such defect from
           Agilent requesting repair of such software, in all other cases, then
           in each such case [*]. Notwithstanding anything contained in this
           Agreement to the contrary, the remedy set forth in the immediately
           preceding sentence shall be the exclusive remedy in respect of the
           inability of Data Critical to correct any such defect.

     9.4.  Authority. Data Critical hereby represents and warrants to Agilent
           that the execution, delivery and performance by it of this Agreement
           will not violate any other distribution, partnership, OEM, alliance
           or other similar agreement between Data Critical and any other party.

10.  Agilent Acknowledgement and Undertaking.  [*]
     ---------------------------------------

11.  Regulatory.
     ----------

     11.1. Data Critical's non-integrated StatView system is currently being
           sold pursuant to Section 510-(k) clearance from the FDA. Data
           Critical will aid Agilent in developing a separate Agilent FDA (or
           any equivalent foreign medical regulatory body) submission for
           medical clearance for the Integrated StatView Product portion of
           their integrated monitoring device, including aid in providing
           product-testing data. Notwithstanding the foregoing, Agilent
           acknowledges and agrees that it shall be solely responsible for
           attaining and maintaining all regulatory compliance for the
           Integrated StatView Product and the related hardware (including the
           receivers and transmitters). Data Critical agrees to aid Agilent in
           the event of a FDA (or equivalent foreign medical regulatory agency)
           recall or other product failure issues relating to the Integrated
           StatView Product or Data Critical's proprietary receivers. In
           addition Data Critical will aid Agilent, as reasonably requested,
           with post market surveillance information and related Medical Device
           Records relating to the Integrated StatView Product and/or such
           receivers. Agilent will provide Data Critical with any FDA (or
           equivalent foreign medical regulatory agency) or customer
           failure/safety information relating to the Integrated StatView
           Product or the receivers used in connection therewith on a timely
           basis. Notwithstanding anything contained herein to the contrary,
           Agilent shall provide and make available all information obtained or
           prepared by or for Agilent in connection with Agilent's application
           for medical regulatory clearance of the Integrated StatView Product
           abroad, and Data Critical shall have the right to use such
           information for the purpose of seeking FDA, FCC (or similar foreign)
           regulatory clearance in such countries of its products; provided that
                                                                   --------
           to the extent any such information consists of specific patient
           information, such information shall be provided by Agilent only to
           the extent, and in such form, as shall in either case, be permitted
           pursuant to any applicable law.

     11.2. Data Critical will immediately give notice to Agilent if any upgrade,
           substitution or other change to an Integrated StatView Product or the
           related transmitters or receivers is required to make that product
           meet applicable safety standards or other governmental statutes,
           rules, orders or regulations that are in effect as of the date of
           this agreement in the United States. All affected Integrated StatView
           Products, transmitters or receivers already purchased by Agilent may,
           at Agilent's election, either be returned to Data Critical for
           upgrade to current revisions or upgraded by Agilent in the field.

12.  Data Access.  [*]
     -----------

13.  Research/Clinical Trial Equipment. Data Critical will provide Agilent with
     ---------------------------------
     the following hardware to support R&D efforts and clinical testing [*]:

     .    [*] LAN Paging Transmitters;
     .    [*] Paging Receivers; and
     .    Normal and customary quantities of Transmitters and Receivers for [*]
          Clinical Test Sites.

_______________________
* Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.  The
omitted portions of this exhibit have been filed separately with the SEC.

                                       6
<PAGE>

              Agilent Technologies and Data Critical Corporation
                      License and Distribution Agreement

14.  Marketing.  Upon Agilent's submission of the 510k for the Integrated
     ---------
     StatView Product by Agilent, Data Critical will provide, [*], in the United
     States, the following aid to Agilent:

     .     Reasonable access for a reasonable duration to at least [*] to assist
           in regional training and special customer presentations for the
           Integrated StatView Product. Further, such product specialists will
           be made available by phone and/or email at normal hours for specific
           product/customer questions related to the marketing process;

     .     Access to Data Critical sales training curriculum on a Regional and
           National basis as reasonably requested and jointly agreed;

     .     Trade Show support including attendance in Agilent's booth for
           customer presentations;

     .     Marketing materials via electronic or print format for use in
           developing a specification sheet, advertising or other promotional
           items. This includes product pictures, training videos and listing of
           key accounts; and

     .     Data Critical and Agilent shall collaborate on a national product
           launch to educate end users as to the new StatView/Database server.
           Such launch materials shall jointly discuss the StatView stand-alone
           product. [*]

     .     Installation training for Agilent Service personnel for up to five
           (5) days Regional/National training during Year 1 of the Agreement.

15.  Dispute Resolution. Agilent and Data Critical will each assign an
     ------------------
     individual responsible for handling dispute resolution. Formal notice of
     dispute can be initiated from either company and, thereby, commence a 60-
     day dispute resolution process among progressively correspondingly higher
     ranking members of Data Critical's and Agilent's patient monitoring group
     respective management teams which shall be exhausted prior to institution
     by either party of formal legal proceedings (unless such delay could
     reasonably be expected to result in a bar to any claim under any applicable
     statute of limitation or similar restriction). If the dispute has not been
     resolved at the conclusion of the 60-day period, either Party is free to
     seek redress under the terms of this Agreement through whatever proceeding
     such Party deems appropriate. Nothing in this Section 15 shall preclude
     either party from seeking injunctive relief to the extent permitted
     pursuant to applicable law.

16.  Confidentiality; Non-Solicitation.
     ---------------------------------

     16.1. In connection with this Agreement, any Party (the "Disclosing Party")
                                                              ----------------
           or such Party's agents may from time to time provide the other Party
           (the "Receiving Party") or such other Party's agents or advisors
                 ---------------
           certain information concerning the Disclosing Party's operations,
           businesses, properties, finances or other information. Such
           information [*] may include, but is not limited to: business plans;
           employee and customer information; vision statements; business cases
           and concepts; business and financial summaries; accounting, pricing
           and cost information; manufacturing capabilities; agreements with
           third parties; services; reports; organization charts; documentation;
           minutes; recommendations; budgets; memoranda; technology;
           specifications; processes; data; procedures; patents; patent
           applications; research; product plans; products; developments;
           inventions; processes; designs; drawings; engineering; formulae;
           markets; software (including source and object code); hardware
           configuration; computer programs; or algorithms of the Disclosing
           Party; provided that any and all information described on Exhibit D-1
                  --------                                           -----------
           shall in all events be Confidential Information [*]. All such
           information disclosed by the Disclosing Party and/or its agents or
           advisors to the Receiving Party and/or its agents or advisors,
           whether before or after the date of this Agreement and whether oral
           or written in whatever form provided is hereinafter referred to as
           "Confidential Information". Such Confidential Information shall
           remain the sole property of the Disclosing Party and shall be used
           and handled by the Receiving Party in accordance with the terms and
           conditions set forth in this Agreement. The parties agree that any
           and all information described on Exhibit
                                            -------
_______________________
* Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.  The
omitted portions of this exhibit have been filed separately with the SEC.

                                       7
<PAGE>

              Agilent Technologies and Data Critical Corporation
                      License and Distribution Agreement

           D-2 which may have been disclosed prior to the Effective Date of this
           ---
           Agreement is deemed to be Confidential Information, [*].

     16.2. Notwithstanding anything to the contrary herein, the term
           CONFIDENTIAL INFORMATION shall not include any such information that
           (a) is or becomes generally available to the public other than as a
           result of an unauthorized disclosure by the Receiving Party or its
           agents or advisors, (b) was known by the Receiving Party or its
           agents or advisors on a non-confidential basis prior to the date
           hereof, (c) becomes available to the Receiving Party or its agents or
           advisors from a source other than the Disclosing Party or its agents
           or advisors from a source not known by the Receiving Party or such
           agents or advisors to be subject to an agreement or obligation of
           confidentiality, or (d) is required to be disclosed by the Receiving
           Party by operation of law or under subpoena. The fact that any
           information included in the Confidential Information becomes known by
           or is otherwise available to the Receiving Party or its agents or
           advisors pursuant to any of clauses (a)-(d) above shall not relieve
           the Receiving Party of its obligation hereunder with respect to all
           other Confidential Information covered hereby.

     16.3. The Receiving Party shall not use the Confidential Information for
           any purpose other than as contemplated pursuant to this Agreement.
           The Receiving Party shall (a) restrict disclosure of the Confidential
           Information solely to those of the Receiving Party's employees with a
           need to know such Confidential Information and (b) use, and require
           employees of the Receiving Party to use, at least the same degree of
           care to protect the Confidential Information as is used with the
           Receiving Party's confidential and proprietary information; provided
                                                                       --------
           that such standard shall be at least ordinary care. In addition, the
           Receiving Party shall not, directly or through any person or entity,
           in any form or manner, prepare derivative works of, decompile,
           reverse engineer, disassemble or otherwise attempt to derive source
           code or object code from any Confidential Information.

     16.4. In consideration of the agreements of the parties set forth in this
           Agreement, Agilent hereby agrees that without Data Critical's prior
           written consent for a period of eighteen months from and after the
           termination of this Agreement, [*].

     16.5. The provisions of this Section 16 and the parties obligations
           hereunder shall survive until [*] years after the termination of this
           Agreement.

     16.6. The Parties each hereby (a) acknowledges that the remedies at law for
           the breach of by the other of its covenants, representations, and
           warranties contained in this Section 16 may be inadequate and (b)
           hereby consents to and agrees that the non-breaching party shall be
           entitled to seek injunctive relief for any such breach by the other
           party of the provisions of this Section 16. Nothing contained in the
           preceding sentence shall be construed as limiting the Disclosing
           Party's right to any other legal or equitable remedies including the
           recovery of damages.

17.  Non-Compete. During the Term of this Agreement, Agilent will not offer for
     -----------
     sale, lease or license or integrate their own or any other vendor's
     competing one-way UHF based wireless in-hospital alarm notification of
     waveforms and data for use in a monitoring/central station network data
     server.[*] This Section 17 shall not preclude Agilent from offering for
     sale, lease or license its telemetry, M3/M4 wireless connectivity,
     WaveViewer or other products, either current or proposed, that use, record
     or display wave forms or related alarm notifications (but do not provide
     such alarm notifications with waveforms).

18.  Information.  Agilent will keep all necessary records to comply with all
     -----------
     applicable laws, rules and regulations relevant to the Integrated StatView
     Product. Agilent will seek counsel from and consult with Data Critical in
     the event that Agilent is considering a product recall, and will ensure all
     relevant information is made available promptly to Data Critical. Each
     Party agrees to give the other reasonable notice of a recall of the
     Integrated StatView Product or the StatView product. In connection with any
     such recall, the Parties shall make reasonable efforts to consult on all
     communications and/or publications concerning such recall. Each of the
     Parties agrees to make reasonable efforts to consult the other in
     connection with any regulatory action regarding

_______________________
* Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.  The
omitted portions of this exhibit have been filed separately with the SEC.

                                       8
<PAGE>

              Agilent Technologies and Data Critical Corporation
                      License and Distribution Agreement


     the Integrated StatView Product and to provide the other with such
     information as the other shall reasonably request in connection with such
     proceedings.

19.  Intellectual Property Protection.
     ---------------------------------

     19.1. Data Critical's Duty To Defend. Except as provided below, Data
           Critical will defend and hold harmless Agilent and its Subsidiaries,
           Subcontractors and customers from any claim that the Integrated
           StatView Product, including the software and documentation relating
           thereto, or a Data Critical Mark, Data Critical's proprietary
           receivers, or any Data Critical proprietary product provided as part
           of Data Critical's repair or replacement services constitutes an
           unauthorized use or infringement of any third party's intellectual
           property rights, other than any such claim asserting that the
           combination of the Integrated StatView Product with the Agilent
           product (as distinguished from the Integrated StatView Product
           separately) constitutes such an unauthorized use or infringement.
           Subject to the limitations herein (including Data Critical's rights
           to assume the defense thereof), Data Critical will pay all costs,
           damages and expenses (including reasonable attorneys' fees) incurred
           by Agilent, its Subsidiaries, Subcontractors or customers in
           connection with any such claim. Data Critical shall have the right to
           assume the defense of and/or settle any such claim; provided, that
                                                               --------
           Data Critical shall not agree to any settlement of any such claim
           which does not include a full release of all liabilities of any
           indemnified party under this Section 19.1. The operation of this
           Section shall also be subject to the limitations on liability and
           remedies set forth in Sections 19.3 and 25 below.

     19.2. Agilent's Duty To Notify. Agilent will give Data Critical prompt
           written notice of any such claim or action, and will give Data
           Critical the authority, information, and reasonable assistance (at
           Data Critical's expense) necessary to defend. If Data Critical does
           not diligently pursue resolution of the claim nor provide Agilent
           with reasonable assurances that it will diligently pursue resolution,
           then Agilent may, without in any way limiting its other rights and
           remedies, defend the claim.

     19.3. Remedies For Infringing Products. If the use of the Integrated
           StatView Product or any proprietary receiver provided by Data
           Critical for use in connection therewith is enjoined on the basis
           that it allegedly or actually infringes upon the intellectual
           property rights of another party (the "Infringing Product") (it being
                                                  -------------------
           agreed that any such product will not be deemed an Infringing Product
           to the extent its use would not have been so enjoined absent its
           integration into Agilent's products), Data Critical will, at its sole
           expense and option, either:

               (a)  [*];

               (b)  [*];

               (c)  [*]; or

               (d)  [*].

     19.4. Trademark Issues. In respect of any Data Critical trademarks,
           tradenames, tradestyles, or service marks utilized by Agilent under
           or pursuant to this Agreement, Agilent agrees to adhere to Data
           Critical's quality standards for such marks and styles and not to
           modify, enhance or otherwise vary any such mark or style without the
           prior written consent of Data Critical. Agilent further agrees not to
           file or utilize any trademark, tradename, tradestyle or service mark
           that would be confusingly similar to StatView or any other such mark,
           name or style of Data Critical's to which Agilent has access pursuant
           to or in connection with this Agreement.

20.  Governmental Compliance.  Data Critical agrees to comply with all federal,
     -----------------------
     state, local and foreign laws, rules, and regulations applicable to its
     performance of this Agreement or to the Integrated StatView Products and
     the related proprietary receivers, to the extent relating solely to Data
     Critical's use of such products, and the non-

_______________________
* Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.  The
omitted portions of this exhibit have been filed separately with the SEC.

                                       9
<PAGE>

              Agilent Technologies and Data Critical Corporation
                      License and Distribution Agreement

     compliance with which would have a material adverse effect on the ability
     of Data Critical to perform its obligations under this Agreement.

21.  Events of Default.
     -----------------

     21.1. Notice Of Breach. If either Party is in Default (as defined below) of
           this Agreement, the non-defaulting party may, by written notice to
           the breaching party terminate this Agreement.

     21.2. Default. For purposes of Section 21.1 above, the term "Default" means
                                                                  -------
           any:

           (a)  Proceeding, whether voluntary or involuntary, in bankruptcy or
                insolvency instituted by or against a Party and which if
                instituted against such Party, such proceedings have not been
                released or stayed within [*] after the institution thereof or
                any relief sought thereunder has been granted;

           (b)  Appointment, with or without a Party's consent, of a receiver or
                an assignee for the benefit of creditors and which if such
                appointment has been made without the consent of such Party,
                such appointment have not been rescinded or stayed within [*]
                after the institution thereof or any relief sought thereunder
                has been granted;

           (c)  Failure by Data Critical to make a delivery of any Integrated
                StatView Products or any material amount of the related hardware
                in accordance with the requirements of this Agreement and such
                failure continues unremedied for [*] after written notice
                thereof to Data Critical by Agilent; provided that such failure
                has not been caused by any force outside of the control of Data
                Critical (including product or material shortages, work
                stoppages (other than for non-payment of wages), strikes or acts
                of God or other force majeure) that has not continued for more
                than [*] after such failure giving rise to such claim of
                Default;

           (d)  Failure by Data Critical to replace or repair any material
                amount of any non-complying products in a timely manner as
                required by this Agreement and such failure continues unremedied
                for [*] after written notice thereof to Data Critical by
                Agilent; provided that such failure has not been caused by any
                force outside of the control of Data Critical (including product
                or material shortages, work stoppages (other than for non-
                payment of wages), strikes or acts of God or other force
                majeure) that has not continued for more than [*] after such
                failure giving rise to such claim of Default;

           (e)  Failure of Agilent to make the payments required under Section 6
                of this Agreement and such failure continues unremedied for [*]
                after written notice thereof to Agilent by Data Critical; the
                failure by either Party to make any other payment required to be
                made by it hereunder, including failure by Agilent to pay for
                any license sold and not encompassed within the minimum
                sales/purchase obligations of Section 6, within [*] after
                Agilent's receipt of written notice of such failure given by or
                on behalf of Data Critical (it being agreed that such written
                notice may be in the form of an invoice noting a past due
                balance, a second notice, or any other similar notice); [*]; or

           (f)  Any other failure by a Party to comply in any material respect
                with any material provision of this Agreement, which failure
                shall continue unremedied for [*] after receipt of written
                notice thereof from the non-defaulting Party.

22.  Remedies.
     --------

     22.1. In the case of termination of this Agreement for any reason (other
           than a termination by Data Critical for non-payment of license fees
           by Agilent), by any party, all orders issued prior to the expiration
           of this Agreement must be fulfilled pursuant to and subject to the
           terms of this Agreement, even if the delivery dates are after
           expiration.

_______________________
* Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.  The
omitted portions of this exhibit have been filed separately with the SEC.

                                       10
<PAGE>

              Agilent Technologies and Data Critical Corporation
                      License and Distribution Agreement

     22.2. In the case of termination of the Agreement by Data Critical as the
           result of Agilent's breach of this Agreement, Data Critical shall be
           entitled [*] (in addition to all other amounts previously owing by
           Agilent); Data Critical shall have no ongoing obligations, and
           Agilent shall have no further rights, hereunder (in each case, other
           than contemplated pursuant to Section 26.9). In addition to the
           foregoing, with respect to any amounts not paid when due by Agilent,
           such amounts shall accrue interest [*] for each day outstanding until
           such amounts are paid in full.

     22.3. In the case of termination of the Agreement by Agilent as the result
           of Data Critical's breach of this Agreement, Data Critical shall be
           obligated as follows:

           (a)  At all times when Data Critical is continuing its operations,
                [*].

           (b)  At any time when Data Critical has discontinued its operations,
                [*].

     22.4. The parties agree and acknowledge that damages resulting from Data
           Critical's intentional breach of the exclusivity provision in Section
           3.1 may result in irreparable and immeasurable harm to Agilent.
           "Intentional breach" for purposes of this Section 22.4 and Section
            ------------------
           23.4 means any deliberate act by Data Critical to breach the
           exclusivity provision in Section 3.1 through a proactive effort by
           Data Critical to provide information or assistance to a third party
           with a view towards integration of the StatView software code, rather
           than, for example, the reverse engineering or decompiling of such
           software code and subsequent integration by such third party. In case
           of such intentional breach, in addition to the rights set forth above
           and subject to Section 23.4, Agilent shall have the following rights:

           (a)  Agilent shall be entitled to injunctive relief preventing Data
                Critical from licensing the Integrated StatView Product to any
                other party, Data Critical shall terminate the licenses or
                contract with the third party, and Data Critical shall seek an
                injunction against the third party to prevent the third party
                from marketing or using the Integrated StatView Product;

           (b)  Data Critical shall pay Agilent [*]; and

           (c)  [*]

23.  Indemnification.
     ---------------

     23.1. Subject to Sections 9.3, 19, 23.4 and 25, Data Critical shall
           indemnify and hold harmless Agilent, its officers, directors, and
           employees from any claims, losses, reasonable attorneys fees,
           damages, liabilities, costs, expenses, or suits for injury to any
           person, damage to loss of property or any other claim (collectively,
           "Losses") to the extent that it is determined by a court of competent
            ------
           jurisdiction to be the result of or arising out of or related to (a)
           the failure of the Integrated StatView Product and related receivers
           to perform in accordance with the specifications therefor (other than
           any such failure which results from the integration of such product
           into the Agilent product, the disabling of the Reminder Notification,
           the workmanship of Agilent or its agents or the interaction of the
           Integrated StatView Product with any other component of the
           integrated product) or (b) any other act or omission of Data Critical
           (other than as set forth in clause (a) immediately above) in
           connection with this Agreement and/or the transactions contemplated
           hereby.

     23.2. Subject to Section 25, Agilent shall indemnify and hold harmless Data
           Critical, its subsidiaries and their respective officers, directors,
           employees and agents (the "Data Critical Indemnified Parties") from
                                      ---------------------------------
           any Losses to the extent that it is determined by a court of
           competent jurisdiction in a proceeding to which Agilent is a party,
           to be the result of or arising out of or related to (a) any Agilent
           product (other than for which Data Critical is obligated to indemnify
           Agilent pursuant to clause (a) of Section 23.1), (b) the failure of
           Agilent to comply with the requirements of Section 10 of this
           Agreement, (c) the breach of the provisions of the following
           paragraph, (d) [*], or (e) any other act or omission of Agilent or
           its distributors

_______________________
* Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.  The
omitted portions of this exhibit have been filed separately with the SEC.

                                       11
<PAGE>

              Agilent Technologies and Data Critical Corporation
                      License and Distribution Agreement

           (other than as set in clauses (a), (b), (c) or (d) immediately above)
           in connection with this Agreement and/or the transactions
           contemplated hereby.

     23.3. Within ten days of receipt of notice of any third-party claim that
           may give rise to Losses of Data Critical, Agilent shall notify Data
           Critical in writing of such third-party claim. Unless Agilent is also
           party to such claim and either Agilent or Data Critical determines in
           good faith that joint representation would be inappropriate, Data
           Critical will be entitled to elect to participate in the joint
           defense of such claim and, to the extent that it determines there
           exists a reasonable probability that such claim or a compromise,
           settlement or adjudication thereof may result in monetary damages for
           which it would not be entitled to indemnification from Agilent, then
           Data Critical may, by written notice to Agilent, assume the exclusive
           right to defend, compromise, or settle such third-party claim;
           provided, that no compromise or settlement of such third-party claims
           --------
           may be effected by Agilent without the prior written consent of Data
           Critical unless (a) there is no finding or admission of any violation
           of law or any violation of the rights of any person and no effect on
           any claims that may be made against Data Critical, and (b) the sole
           relief provided is monetary damages that are paid in full by Agilent
           or its affiliates, and (c) Agilent acknowledges that it shall not
           seek indemnification or contribution from Data Critical for any sums
           paid in connection with such compromise or settlement. [*]

     23.4. In the case of any breach by Data Critical of the exclusivity
           provision in Section 3.1, which breach is not an intentional breach
           (as defined in Section 22.4), Data Critical shall immediately use its
           best efforts to cure such breach and shall seek redress and
           recompense through reasonably available legal and equitable means,
           including but not limited to a suit for immediate injunctive relief
           and monetary damages against such third party. Any damages recovered
           by Data Critical from the third party whose act has caused or
           resulted in such breach shall be equally shared by Data Critical and
           Agilent, after deduction for the costs and expenses of Data Critical
           in recovering such damages and curing said breach. Notwithstanding
           any other provision in this Agreement, any breach by Data Critical of
           the exclusivity provision in Section 3.1, which breach is not an
           intentional breach (as defined in Section 22.4) shall be deemed to
           not be a breach of this Agreement and shall not give rise to a right
           of Agilent for indemnification or damages other than as set forth in
           this Section 23.4.

24.  Insurance Coverage.
     ------------------

     24.1. Each party will maintain Comprehensive or Commercial General
           Liability Insurance (including but not limited to premises and
           operations, products and completed operations, broad form contractual
           liability, broad form property damage and personal injury liability)
           with a minimum limit of $[*] combined single limit per occurrence for
           claims of bodily injury, including death, and property damage that
           may arise from use of the Integrated StatView Product or acts or
           omissions of such party under this Agreement. Each policy obtained by
           such party will name the other party, its officers, directors and
           employees as additional insureds. Such insurance will apply as
           primary insurance and no other insurance will be called upon to
           contribute to a loss covered thereunder. In addition, such policies
           will permit such party to waive, on its own behalf and on behalf of
           its insurers, any rights of subrogation against the other party. Such
           insurance policies will be written with appropriately licensed and
           financially responsible insurers, and will provide for a minimum of
           30 days written notice to Agilent of any cancellation or reduction in
           coverage.

     24.2. If any policies have "claims made" coverage, each party will maintain
           such coverage with the other party named as an additional insured for
           a minimum of three years after termination of this Agreement. Any
           such coverage must have a retroactive date no later than the date
           upon which work commenced under this Agreement.

25.  LIMITATION OF LIABILITY.  UNLESS OTHERWISE STATED IN THIS AGREEMENT,
     -----------------------
     NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES OF
     THE OTHER ARISING OUT OF ANY PERFORMANCE OF THIS AGREEMENT OR IN
     FURTHERANCE OF THE PROVISIONS OR OBJECTIVES OF THIS AGREEMENT, REGARDLESS
     OF WHETHER SUCH

_______________________
* Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission.  The
omitted portions of this exhibit have been filed separately with the SEC.

                                       12
<PAGE>

              Agilent Technologies and Data Critical Corporation
                      License and Distribution Agreement

     DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY,
     EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

26.  Miscellaneous
     -------------

     26.1. Notices. All notices to be given under this Agreement must be in
           writing addressed to the receiving party's designated recipient
           specified in Exhibit F. Notices are validly given upon (a) receipt,
                        ---------
           in the case of personal delivery, (b) the earlier of confirmed
           receipt by the receiving party or three days after deposit in the
           U.S. mail certified, postage prepaid, properly addressed to the
           receiving party, (c) the next business day after timely deposit with
           a national overnight courier service for next day delivery, postage
           prepaid, properly addressed, or (d) upon receipt of electronic
           confirmation of a facsimile. Either Party may change its address for
           purposes of notice by giving notice to the other party in accordance
           with these provisions.

     26.2. Exhibits. Each Exhibit attached to this Agreement is deemed a part of
           this Agreement and incorporated herein wherever reference to it is
           made.

     26.3. Independent Contractors. The relationship of the Parties established
           under this Agreement is that of independent contractors and neither
           party is a partner, employee, agent or joint venturer of or with the
           other.

     26.4. Assignment. Neither this Agreement nor any right, license, privilege
           or obligation provided herein may be assigned, transferred or shared
           by either party without the other party's prior written consent;
           provided, however, that the rights and obligations of either party
           --------  -------
           under this Agreement may be assigned to any person or entity
           succeeding to all or substantially all of the business and assets of
           the assigning party by way of merger, consolidation, amalgamation,
           acquisition of stock (or other similar transaction) or the purchase
           of all or substantially all of the assigning party's assets
           (collectively, an "Acquisition"); provided, further, that such
                              -----------    --------  -------
           acquiring person or entity has assumed in writing or by operation of
           law all of the assigning party's obligations under this Agreement.
           Each party agrees to give the other party prior notice of any
           Acquisition and to make any such agreement subject to the conditions
           set forth in this Section. This Agreement will be binding on the
           successors and permitted assigns of the parties and the name of the
           party appearing herein will be deemed to include the names of such
           party's successors or permitted assigns to the extent necessary to
           carry out the intent of this Agreement. It is hereby acknowledged by
           both parties that Agilent has announced a pending sale of the
           Healthcare Solutions Group (including the Patient Monitoring
           Division) to Philips Electronics, and subject to the satisfaction of
           the conditions set forth in this Section, Data Critical hereby
           consents thereto.

     26.5. No Waiver. The waiver of any term, condition, or provision of this
           Agreement must be in writing and signed by an authorized
           representative of the waiving party. Any such waiver will not be
           construed as a waiver of any other term, condition, or provision
           except as provided in writing, nor as a waiver of any subsequent
           breach of the same term, condition, or provision.

     26.6. No Publication. Except as may otherwise be required (or reasonably
           believed by a Party to be required) by law, neither party may
           publicize or disclose to any third party the terms of this Agreement,
           without the written consent of the other party, which consent shall
           not be unreasonably withheld or denied. Agilent agrees that
           notwithstanding the foregoing, Data Critical shall be permitted to
           issue a press release announcing the entering into of the
           arrangements contemplated by this Agreement; provided, that such
                                                        --------
           press release shall be provided to Agilent for its review and
           approval (not to be unreasonably withheld or delayed).

     26.7. Severability. If any provision in this Agreement is held invalid or
           unenforceable by a body of competent jurisdiction, such provision
           will be construed, limited or, if necessary, severed to the extent
           necessary to eliminate such invalidity or unenforceability. The
           parties agree to negotiate in good faith a valid, enforceable
           substitute provision that most nearly effects the parties' original
           intent in entering into this Agreement. The other provisions of this
           Agreement will remain in full force and effect.

                                       13
<PAGE>

              Agilent Technologies and Data Critical Corporation
                      License and Distribution Agreement


     26.8.  Governing Law. The Agreement shall be governed by, and construed and
            enforced in accordance with the laws of the State of New York.

     26.9.  Survival. Notwithstanding anything contained herein to the contrary,
            Sections 5, 6, 9, 15, 16, 18, 22, 23, 25 and this Section 26 shall
            survive the termination of this Agreement.

     26.10. Integration. This Agreement is the only agreement between the
            parties, and constitutes the entire agreement between the parties,
            concerning the Integrated StatView Product, and the hardware and
            products related thereto.

                                       14
<PAGE>

              Agilent Technologies and Data Critical Corporation
                      License and Distribution Agreement


Agreed To:


Agilent Technologies, Inc.


By: /s/ Tony Ecock                           November 22, 2000
   ---------------------------               -----------------
Name:  Tony Ecock                                   Date
Title: General Manager


Data Critical Corporation


By: /s/ Brad Harlow                          November 29, 2000
   ---------------------------               -----------------
Name:  Brad Harlow                                  Date
Title: Senior Vice President
       and General Manager


By: /s/ Jeff Brown                           November 29, 2000
   ---------------------------               -----------------
Name:  Jeff Brown                                   Date
Title: President & CEO

                                       15