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  Exhibit 10.16    
    


***
Text Omitted and Filed Separately

with the Securities and Exchange Commission.

Confidential Treatment Requested

Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 


 
 

  Amendment No. 7
  To
  Communications Voice and Data Services Provider Agreement    
    


        This Amendment No. 7 to the Communication Voice and Data Services Provider Agreement dated May 12, 2003, as amended
("Amendment") is entered into as of February 1, 2010 ("Amendment Effective Date") by and between nPhase, LLC, a Delaware limited liability
company ("nPhase") and CardioNet, Inc., a Delaware corporation ("CardioNet"), with respect to the following facts: 


 
 

  RECITALS    
    


        A.    Qualcomm
and CardioNet entered into the Communication Voice and Data Services Provider Agreement as of May 12, 2003, as amended (the "Agreement"), pursuant to
which CardioNet purchases wireless voice and data communications services from Qualcomm for use in the CardioNet Service (as such terms are defined in the Agreement). 



        B.    The
parties executed Amendments No. 1 through 6 pursuant to which pricing and other terms were amended as set forth in each Amendment. 


        C.    The
Agreement and all Amendments thereto were assigned by Qualcomm Incorporated to nPhase, LLC pursuant to the Assignment Agreement between Qualcomm and nPhase
dated August 24, 2009. 


        D.    By
this Amendment No. 7, nPhase and CardioNet wish to further amend the Agreement as specified herein. 



        E.    Capitalized
terms not defined herein shall have the meanings set forth in the Agreement. 


 
 

  AGREEMENT    
    


        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of is hereby acknowledged, and intending to be legally
bound hereby, the Parties agree as follows: 



	1.
	Assignment



	a.
	Both
parties acknowledge and agree that the Agreement (including Amendments thereto) was assigned by Qualcomm Incorporated to nPhase on August 24,
2009 as provided for in Section 13.10 of the Agreement. Accordingly, all references to Qualcomm Incorporated in the Agreement shall now mean nPhase, LLC.






	2.
	Subsidy



	a.
	nPhase
agrees to provide a subsidy to be credited to CardioNet as set forth below, to reflect the estimated cost difference between the price of a CDMA modem
that CardioNet's utilizes for the Monitors versus the estimated current price of a GSM modem.



	(i)
	nPhase
agrees to credit CardioNet's account one-time subsidy of *** per activated CDMA-based Monitor beginning with the ***
CDMA-based Monitor activated after the Amendment Effective Date. The subsidy credits will be aggregated on a monthly basis and issued in the form a credit memo to CardioNet's
account each month. The subsidy shall not apply to (i) Monitors activated prior to the Amendment Effective Date, to (ii) Monitors that are not CDMA-based or to
(iii) the first *** Monitors activated after the Amendment Effective Date. In no event shall the total amount of the subsidy to be credited each month be greater than the total amount invoiced
by nPhase for Monitors. 















	***
	Confidential
Treatment Requested 







 

	3.
	Section 9.4,
Exclusivity, as amended in Amendment No. 6, is further amended and restated as set
forth below to (i) clarify that such Exclusivity applies to permitted successors and assigns and (ii) set forth Additional Fees. 



Section 9.4,
Exclusivity. CardioNet agrees thatnPhase (and its permitted successors or assignees) will be CardioNet's exclusive provider of
monitoring and communication services through the Original Term, as amended herein ("Exclusivity Period"). In the event CardioNet utilizes the services of another provider for the CardioNet Services
or any other service the primary purpose of which is wireless cardiac monitoring provided by nPhase pursuant to the Agreement during the Exclusivity Period, (A) CardioNet will provide written
notice to nPhase, such notice to include (i) the date CardioNet commenced utilizing the alternate service provider for the CardioNet Services and/or such wireless cardiac services and
(ii) on a monthly basis thereafter, a written schedule listing the number and type of Monitors using the alternate service provider for such other services, such schedule to be certified for
accuracy by an authorized representative of CardioNet ("Alternate Provider Notice"), and (B) in addition to other Service Plan Fees owed by CardioNet, nPhase shall invoice CardioNet for the
Monitors listed on the Alternate Provider Notice in an amount representing the difference between (1) the Base Data Service Plan Fees of *** per Monitor per month for Monitors that are subject
to the Discounted Base Data Service Fee and (2) *** per Monitor per month for Monitors that are subject to either the Discounted Reduced Service Fee or the Zero Usage Fee, and the Service Plan
Fees set forth below (the "Additional Fee"). The Additional Fee shall be calculated from the date *** months prior to the date of commencement of services by such alternate service provider and
shall continue and apply to all Monitors used for the CardioNet Services and/or such other wireless cardiac services that utilize an alternate provider through the Exclusivity Period. 


The
following examples are provided for the avoidance of confusion. 


Month 1:


In
Month 1 of the Exclusivity Period, CardioNet has *** Monitors on the nPhase Service and Voice Service and adds an additional *** Monitors that utilize an alternate service provider, nPhase shall
invoice Cardionet as follows: 



((*** × ***)
+ (*** × ***)) + ((*** × ***) × ***) = Total

Total monthly fees: ***

Fee: ***

Fee: ***

Total Invoice Amount: *** 


Month 2:


CardioNet
has *** Monitors on the nPhase Services and adds an additional *** Monitors utilizing an alternate service provider for a total of *** Monitors. nPhase shall invoice CardioNet as
follows: 


((*** × $***)
+ (*** × ***)) + ((*** × $***) × ***) = Total

Fee: ***

Fee: ***

Fee: ***

Total = *** 










	***
	Confidential
Treatment Requested 


2







 

	4.
	Section 11.1,  Term, as amended in Amendment 6, is hereby further amended to extend the date of the
Original Term as set forth below. Accordingly, the Exclusivity Period shall also extend through September 1, 2013. 





"The
Original Term is extended through September 1, 2013."  



	5.
	Section 12.2,  Notices, as amended in Amendment No. 6, is further amended to update both party's
Notice information as follows: 



 






 



			
	nPhase, LLC	 	CardioNet, Inc.
	5355 Mira Sorrento Drive, Suite 100	 	227 Washington Street
	San Diego, CA 92121	 	Conshohocken, PA 19428
	Facsimile: 858-658-9562	 	Facsimile:
                                         
       
	Attn: Legal Department	 	Attention: SVP, Business Operations




 

 
	6.
	Exhibit B,
nPhase Service Pricing, as amended in Amendments No. 1, 2, 3, 5, and 6, is further
amended as follows:



	A.
	Amendment to Paragraph (a) of Exhibit B.    Paragraph (a) of Exhibit B
of the Agreement, as amendment in Amendment No. 6, shall be amended and restated as follows: 








        "(a) Service Plan Fees.    nPhase agrees to provide a discount to the Base Data Service Fee of *** per Month per
Monitor as set forth below, subject to Exhibit B, Paragraph (b) (ii) as amended in Amendment No. 6. In the event the number of Monitors changes between pricing tiers set
forth below during a monthly billing period, the new tier pricing will be applicable beginning the next monthly billing cycle. 





 






 



											
	Number of Monitors



 
	 	Discounted Base Data Service Fee

Per Month Per Monitor

(>400KB per month) 	 	Discounted Reduced Data Service

Fee Per Month Per Monitor

(1-400KB per month) 	 	*Zero Usage Fee

(<1KB per month) 	 
	 1 - ***
	 	 	***	 	 	***	 	 	***	 
	 ***
	 	 	***	 	 	***	 	 	***	 
	 ***
	 	 	***	 	 	***	 	 	***	 
	 ***
	 	 	***	 	 	***	 	 	***	 
	 *** and above
	 	 	***	 	 	***	 	 	***	 




 


 




	*
	Monitors
that are on the Zero usage plan (use less than *** of data per month) do not count forward the volume tier quantity pricing set forth above. 


 

 




	***
	Confidential
Treatment Requested 


3







 


	B.
	Amendment to Paragraph (b) of Exhibit B.    Paragraph (b) of Exhibit B
of the Agreement, as Amended in Amendment No. 5, shall be further amended to revised the quantity of the "Average Megabytes Per Monitor" from fifteen (***) megabytes to twenty
(***) megabytes as follows: 







        "(b) Incremental Data Service Plan Fees and Adjustment to Base Data Service Plan Fees.  



	(i)
	The
Parties acknowledge and agree that the Incremental Data Service Plan Fees will no longer be applicable as of September 1, 2005.



	(ii)
	In
the event that the "Average Use Per Monitor" of the QConnect Service exceeds twenty (20) wireless megabytes per calendar month for two
(2) months, consecutive or otherwise, during any three (3) calendar month period, then nPhase may, in its sole discretion, initiate a discussion with CardioNet to discuss CardioNet's
messaging profile and business needs. The "Average Use Per Monitor" shall be calculated each month as follows: The sum of all wireless megabytes used by all Monitors for one calendar month divided by
the number of Monitors for such month. For example, if the total number of wireless megabytes used by all Monitors during September 1, 2005 through September 30, 2005 is *** megabytes
and the number of Monitors during that period is *** then, the Average Use Per Monitor is equal to *** megabytes during such period."







	C.
	Amendment to Paragraph (d) to Exhibit B.    Paragraph (d) of Exhibit B
if the Agreement shall be amended and restated to delete De-Activation Fees as follows:



	D.
	"(d)
Activation and Other Fees:




 






 



			
	MDN Change Fee:	 	*** per Monitor per occurrence
	ESN Change Fee:	 	*** per Monitor per occurrence
	Data Base Query Fees	 	*** per Monitor per occurrence






 

 


Both
parties acknowledge and agree that De-Activation Fees shall no longer apply for Monitors permanently removed from service.  




	7.
	All
other terms and conditions in the Agreement remain the same. 




         EFFECTIVENESS.    Except as modified by this Amendment No. 7 as of the date set forth above, the Agreement shall remain in full force
and effect.
No modification, amendment or other change may be made to this Amendment No. 7 or any part thereof unless reduced to writing and executed by authorized representatives of both parties. 


        IN
WITNESS THEREOF, the parties have executed this Amendment No. 7 as of the Amendment Effective Date. 

 






 



							
	 nPhase, LLC	 	 CardioNet, Inc.
	
 By:	
 	








 	
 	
By:	
 	








 
	
 Name:	
 	








 	
 	
Name:	
 	








 
	
 Title:	
 	








 	
 	
Title:	
 	








 




 

 




	***
	Confidential
Treatment Requested 


4











QuickLinks



Exhibit 10.16


Amendment No. 7 To Communications Voice and Data Services Provider Agreement

RECITALS

AGREEMENT