Exhibit 10.2
 
 
 th
  1.
    
    Capitalized terms used herein and otherwise not defined have the meanings ascribed to
such terms in the Agreement.2.
    
    All attachments to the Agreement are hereby superseded, deleted, and replaced by the
attachments to this Amendment.3.
    
    Section 20 of the Agreement, currently reserved, is replaced by the following:
 20.
    
    Distribution of BIS Sensors.
 a.
    
    In addition to Buyers limited right to sell BIS Sensors as
set forth in Section 21(a), Buyer and Seller may agree during the Term to
select Buyer or one of its Affiliates as a distributor of the BIS Sensor in a
specified territory or country. In the event Seller and one of Buyers
Affiliates agrees to such distribution rights, Buyers Affiliate and Seller
shall negotiate and execute a Distribution Agreement in a form which shall be
approved by both the Buyers and Sellers corporate headquarters. Within five
(5) days of execution of such a distribution agreement, Seller shall notify
Buyer of the final execution and the Buyer Affiliate shall be listed as a new
distributor of the BIS Sensor for the identified region or country . Each
distribution agreement executed by Seller and Buyer Affiliate shall then be
attached hereto and incorporated herein as part of a new Exhibit to the
Agreement.
 4.
    
    Section 1 part (f) Definitions. will be replaced by the following:
 Bispectral Index or BIS
    
    Sellers proprietary processed EEG parameter
that may be used as an aid in monitoring the
effects of certain anesthetic agents.Buyer Patient Monitoring 
System(s) or Buyer 
Patient Monitors or 
Buyers Patient Monitors
    
    Buyer-designed multi-parameter patient
monitoring systems, which may include monitors
and modules.
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BISx or BISx4 Device
    
    The integrated solution of Sellers BIS
processing technology and digital signal
conversion technology, which can process either
2 or 4 channels of EEG.BISx Kit or BISx4 Kit
    
    Consists of either a 2 channel BISx Device or 4
channel BISx4 Device designed for use with the
Buyer Patient Monitoring Systems, a Host Monitor
Cable, and a PIC.PIC
    
    A patient interface cable designed for use with
the Buyer Patient Monitoring SystemsHost Monitor Cable
    
    The cable designed or to be designed by Seller
with Buyers assistance, which will connect a
BISx Device or BISx4 Device to the BISx Module
using an integrated host cable connector.BISx Module
    
    That portion of the Buyer Patient Monitoring
System that provides power, communication and
control to the BISx Kit.BIS Sensor
    
    All single-use disposable or semi-reusable
sensors manufactured by Seller for use with the
BIS/EEG Module Kit or a BISx Kit that is
required to generate the Bispectral Index.Aspect Products or
Products
    
    BISx Kit, BIS Sensors and any other product that
can be ordered by Buyer as listed in Attachment
D.Party(ies)
    
    Buyer and Seller each individually or jointly.Buyer BIS/EEG Engine
    
    is the processing unit for deriving the BIS and
EEG data from the raw EEG signal and consists of
Sellers BIS Engine board modified for Buyer.BIS/EEG Module Kit
    
    means the bundle of all components of the Buyer
BIS/EEG Module or the BIS Module that are
developed and manufactured by or for Seller and
licensed/sold to Buyer under this Agreement:DSC-XP, DSC Cable, Buyer BIS/EEG Engine, and
module cable. Digital Signal Converter or
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DSC means the processing unit that amplifies
the analog EEG signals as acquired by the BIS
sensors and converts them from analog to digital
signals. The DSC-XP is used by Buyer BIS/EEG
Module customers to obtain the BIS.Custom Sensor
    
    means a single use sensor that incorporates
level-of-consciousness monitoring technology
developed by Buyer, as more fully described in
the attached product specifications.Smart Sensor Technology
or SST
    
    means the Seller technology which may be used by
Buyers Patient Monitors to interface with the
Custom Sensors.Smart Chip Module
    
    means the component integrated into the Custom
Sensor to enable use of the SST.Sensor Connector
    
    means the sensor connector currently being used
with the Custom Sensor, or any replacement
sensor connector where the change was made in
accordance with the terms of this Agreement.Entropy module
    
    is the processing unit for deriving Buyers
proprietary processed EEG parameter that
measures the hypnotic effect of certain
anesthetics on the brain during general
anesthesia.Cable Connector
    
    means the mating connector to the Sensor
Connector currently being used with the Custom
Sensor, or any replacement mating connector
where the change was made in accordance with the
terms of this Agreement.Purchase Order
    
    means a purchase order released by Buyer for
Products.Distribution Agreement
    
    means an agreement that can be or has been, as
applicable, executed between the Seller and a
Buyers wholly owned affiliate to govern the
distribution of the BIS Sensor in a specific
region or country, the negotiation of which
shall, to the extent applicable, include the
provisions set forth in Attachment P.
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Authorized Representative
    
    means Sellers territory-specific and
third-party channel of distribution for BIS
sensors and other Seller products.Multiparameter 
Monitoring Sales 
Opportunity
    
    means commercial sales opportunities in which
the end user customer is making an initial
choice between or among multiparameter
monitoring vendors, is interested in level of
consciousness monitoring, and is therefore
selecting among level of consciousness
monitoring providers for general anesthesia,
such as BIS and Entropy.Other Sales Opportunity
    
    Means all commercial sales opportunities other
than a Multiparameter Monitoring Sales
OpportunityBISx System
    
    means the integrated solution of Sellers BIS
Engine processing technology and the DSC-XP.
The BISx System includes a patient interface
cable and a host monitor cable.Buyer BIS/EEG Module
    
    means all components involved in integrating the
BISx and/or BIS/EEG with Buyer Patient
Monitoring Systems.Buyer Socket
    
    means either a BISx Kit or a BIS/EEG Module Kit.Term
    
    The term of this Agreement, as described in
Section 2, unless earlier terminated in
accordance with this Agreement.Central Procurement
Facility(ies)
    
    means Buyers principle location(s) for ordering
and receiving Product meant for further
integration into Buyers product or distribution
through Buyers respective channels.
 5.
    
    Section 1 (b) of the Agreement is hereby replaced by the following:
 (b)
    
    Parties. Seller expressly acknowledges that this
Agreement is not intended to govern or obligate General Electric Company
itself or
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any business, division or Affiliate of General Electric Company other than
General Electric Companys GE Healthcare division. Seller agrees that
General Electric Companys GE Healthcare divisions Central Procurement
Facilities may place a Purchase Order under this Agreement. If any
transaction-specific or country-specific modifications to this Agreement are
required to facilitate the sale of the Products to any market where Buyer
sells or intends to sell Products, both parties agree to negotiate such
modifications in good faith, and to make only such modifications as are
required by local law or as are required for logistics purposes. An
Affiliate shall mean, with respect to any specified party, any other legal
entity that directly or indirectly controls, is controlled by or is under
common control with, such specified party.
 6.
    
    Section 2 of the Agreement is hereby replaced by the following:
 Term
 A)
    
    Initial Term. The initial term of this Agreement
shall commence on the Effective Date and continue through December 31st, 2011,
unless earlier terminated as provided herein.B)
    
    Extensions. The term of this Agreement shall
thereafter be renewed automatically for successive twelve (12) month periods,
unless either Party provides written notice of termination to the other Party
at least ninety (90) days prior to expiration of the Agreement.
 7.
    
    Section 4, part (g) of the Agreement is hereby replaced by the following:
 BIS Sensor Commission
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8.
    
    Section 21(a) and (b) are hereby replaced by the following:
 21.
    
    MARKETING AUTHORITYa.
    
    Seller hereby grants to Buyer and its distributors,
sub-distributors, field organization and channel partners: (1) the exclusive,
perpetual, irrevocable, royalty-free right to promote, sell, resell, license,
sub-license, distribute and service the Products listed as Exclusive
Products on Attachment D and purchased from Seller on a world-wide basis; (2)
the limited, non-exclusive, perpetual, irrevocable, royalty-free right to
sell, resell, license, sub-license, distribute and service limited quantities
of the Products listed as BIS Sensors on Attachment D and purchased from
Seller on a world-wide basis solely to [**]; (3) the limited, non-exclusive,
perpetual, irrevocable, world-wide, royalty-free right to sell, resell,
license, sub-license, distribute and service [**] (as listed on Attachment D)
solely to Buyer customers who have purchased a BIS/EEG Module Kit or BISx Kit
provided that this single box of sensors is sold and delivered to the customer
at the time of the purchase of the BIS module or BISx technology and (4) the
non-exclusive, perpetual, irrevocable, royalty-free right to promote, sell,
resell, license, sub-license, distribute and service all other Products
purchased from Seller on a world-wide basis. The Products may be promoted,
sold, resold, licensed, sublicensed and distributed by Buyer directly and/or
indirectly through its distributors, sub-distributors, field organization and
channel partners, and may be used
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as components in, or be incorporated into, or integrated with, systems and
products of Buyer, which Buyer, its distributors, sub-distributors, field
organization and/or channel partners sell or lease to third party users in the
regular course of business. The provisions of this Section 21(a) will survive
any change in control of Seller and Seller agrees that, if it sells all or
substantially all of the assets relating to the business that produces the
Products, it will require that the purchaser of the assets agrees to assume
this Agreement as well.b.
    
    General. The components of the Buyer BIS/EEG Module
or BISx Systems shall only be resold, leased rented, licensed or otherwise
transferred to third parties for use as a part of a Buyer BIS/EEG Module or
BISx System or as replacement parts used in Buyer BIS/EEG Modules or BISx
Systems and Buyer shall only sell Seller approved accessories including cables
and sensor products in connection with any Buyer BIS/EEG Module or BISx
System. During the Term of this Agreement, Buyer agrees that it may offer
complimentary but not directly competitive products to the Buyer BIS/EEG
Module and BISx System, with the exception of Buyers Entropy module. Buyer
products other than the Buyer BIS/EEG Module, BISx System, and the Entropy
module that display a parameter claiming to be a measure of the hypnotic
effects of certain anesthetic agents on the brain during general anesthesia
are considered to be directly competitive products for purposes of this
Section, provided that such obligations of Buyer shall terminate in the event
Sellers Products do not have material competitive features for measuring the
hypnotic effects of anesthetic agents on the brain and Seller does not
incorporate such features into the Products within six (6) months of receipt
of notice of such deficiency.
 9.
    
    Section 21 part (f) shall hereby be replaced by the following:
 f.
    
    Recognizing that the Buyer has a product that is competitive
to BIS, Buyer agrees to devote reasonable sales and marketing efforts to
support the Buyer BIS/EEG Module and the BISx Kits but solely in connection
with Multiparameter Monitoring Sales Opportunities. Seller acknowledges and
agrees that Buyer has no obligation to provide reasonable sales and marketing
efforts, or otherwise promote, discuss, or mention, Sellers BIS technology in
Other Sales Opportunities. Reasonable sales and marketing efforts shall
mean:i.
    
    Buyer communicating to Buyers Monitoring Solutions GMs in
the respective pole organizations the fact that Buyer has alternative product
offerings for patient consciousness monitoring, with a
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reasonably detailed description of the features, benefits and customer
support available for each product;ii.
    
    Buyer communicating to Buyers Monitoring Solutions GMs in
the respective pole organizations responsible for selling Buyers
multiparameter monitoring product line: (1) that customers interested in
consciousness monitoring should be informed that Buyer has two technologies
(BIS and Entropy modules) that are available to meet their needs, and (2) that
sales representatives, distributors, and dealers should permit customers to
choose freely between these alternative solutions; (3) that the BIS technology
shall be fairly represented offering marketing materials and literature
provided by Aspect, and (4) that customer requests for quotes and orders will
be processed in normal turnaround time.iii.
    
    In the event that Buyer elects to display (e.g. at medical
congresses, tradeshows or seminars) or otherwise advertise (e.g. website,
journals, etc.) the availability of the Entropy module at the annual meetings
of the American Society of Anesthesiologists, the European Society of
Anesthesiologists, or the World Congress, Buyer agrees to utilize
commercially reasonable efforts within the context of a complex worldwide
organization to display or otherwise advertise the availability of Buyers BIS
monitoring solutions for Buyers customers;iv.
    
    In the event that Buyer elects to include the Entropy
technology in its multi-parameter monitoring advertisement(s) (e.g. website,
brochures, etc.), Buyer agrees to use commercially reasonable efforts within
the context of a complex worldwide organization to also include the BIS
technology;v.
    
    Buyer BIS/EEG Modules and BISx Systems will be available to
Buyers sales representatives, dealers and distributors that sell the full
Buyer monitoring portfolio on the same basis that Buyer provides demonstration
equipment of its Entropy module for use in connection with Multiparameter
Monitoring Sales Opportunities;vi.
    
    Buyer will allow Seller to directly demonstrate Buyer BIS/EEG
Module or BISx Kit directly to end-users. Buyer will sell to Seller a
reasonable quantity of Buyer BIS/EEG Module or BISx Kits which Seller may use
for demonstration purposes only. In the case of BISx Kits, Buyer will sell
Seller a complete BISx Kit for no more than 10% more than the original
transfer price between the Seller and Buyer. In the case of the BIS/EEG
Module, Buyer will sell Seller a complete BIS/EEG Kit for no more than 20%
more
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than the original transfer price between the Seller and Buyer. A
reasonable quantity shall be defined as no more than two (2) Buyer BIS/EEG
Module or BISx Systems per sales person or regional manager in Sellers
Sales organization.Buyer and Seller will develop a process to ensure the safe and effective
demonstration process of Buyer BIS/EEG Module or BISx Kits (including
adequate training of Sellers Sales force). It is anticipated by Buyer
and Seller that such training will take no more than one day per calendar
year and that training will take place at a mutually agreed time, date and
location.
    10.
    
    Section 21 part (h) shall be added to the Agreement as follows:
  11.
    
    Section 23 is amended by adding the following subsection (e):
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10.
    
    Section 18. part (b) shall hereby be replaced by the following:
  Buyer:
    
    GE Healthcare8200 W. Tower Ave.Milwaukee, WI 53072
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Attention: Patrick Van Ryzin, GM Market DevelopmentFax: 414-357-3456Copy To:
    
    GE Healthcare9900 W. Innovation Dr.Wauwatosa, WI 53226Attention: General Counsel
  Aspect Medical Systems, Inc.One Upland RoadNorwood, MA 02062Attention: Joan RubinFax: 617 559-7400
  Aspect Medical Systems, Inc.One Upland RoadNorwood, MA 02062Attention: Eric KnudsenFax: 617 559-7400
 13.
    
    Section 4 (c) is amended by adding the following paragraph:Aspect will certify the integration of Products into Buyers Patient Monitoring Systems.
This entails Seller verifying the accurate display of BIS on the Buyer Patient Monitoring
Systems. Once successfully verified, Seller will provide Buyer with a Certification Letter
indicating the system that has been certified with the specific Buyer Patient Monitoring
System. Certification must be obtained before commercial shipment of the Buyer Patient
Monitoring System with the BIS features enabled. To facilitate the certification process,
Buyer will lend to Seller Buyer Patient Monitoring Systems for testing purposes only. Said
Buyer Patient Monitoring Systems will be provided to Seller, at Buyers cost and expense,
within thirty (30) days after completion of integration of new BISx Kits, and it will be
returned to Buyer, at Sellers cost and expense, within thirty (30) days after termination
of this Agreement or written request from the Seller.14.
    
    Section 25(f) is hereby deleted and replaced by the following:
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Aspect Medical Systems, Inc.
    
    
    
    General Electric CompanyGE Healthcare DivisionBy:
    
    /s/ Neal Armstrong
    
    
    
    By:
    
    /s/ David AtaideName:
    
    Neal Armstrong
    
    
    
    Name: David AtaideTitle:
    
    Chief Financial Officer
    
    
    
    Title: General Manager Monitoring Solutions
 Addendum 1 v 1.0
    
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A) BIS/EEG MODULE KIT:
 i)
    
    List price for BIS/EEG Module Kit (through December 31, 2009):
 Aspect P/N
    
    GE P/N
    
    Description
    
    Price186-0138-GE
    
    2004815-001
    
    BIS Engine (PCB)
    
    
    [**]186-0155-GE
    
    2007350-001
    
    BIS DSC-XP
    
    
    [**]186-0138-DO
    
    900505
    
    BIS Engine (PCB)
    
    
    [**]186-0161-DO
    
    900506
    
    SW-License for BIS-Engine
    
    
    [**]186-0155-DO
    
    900510-HEL
    
    BIS DSC-XP
    
    
    [**]
 Buyer will be responsible for providing Seller with documentation, on a monthly basis, of
the total number of BIS/EEG Module Kits installed, the locations of such BIS/EEG Module
Kits and the dates of installation.ii)
    
    Lead time for the BIS/EEG Module Kit is 10 weeks.iii)
    
    The BIS/EEG Module Kit is a non-exclusive product, available for sale and
distribution world-wide.iv)
    
    Regulatory clearances for integration into patient monitoring system to be completed
by Buyer. Seller has received 510(k) for the BIS/EEG Module Kit (K002837).v)
    
    The BIS/EEG Module Kit will become obsolete on December 31, 2009 and Buyer will be
afforded a last time buy opportunity as reflected in Section 8 (c) of the Agreement.
 B) BISx Kit:
 i)
    
    List price for the BISx Kit:Volume discounts:
 Aspect P/N
    
    GE P/N
    
    Description
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]186-0195-GE
    
    2026859-001
    
    BISx Kit
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]TBD
    
    TBD
    
    BISx 4 Kit
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]
 Buyer will be responsible for providing Seller with documentation, on a monthly basis,
of the total number of BISx Kits installed, the locations of such BISx Kits and the
dates of installation.ii)
    
    Lead time for the BISx Kit is 10 weeks.
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ii)
    
    The BISx Kit is a non-exclusive product, available for sale and distribution
world-wide.iii)
    
    For purposes of volume calculations, BISx Kit and BISx4 Kit sales will be aggregated
on a calendar year basis to determine the pricing levels.iv)
    
    Regulatory clearances for integration into patient monitoring system to be completed
by Buyer. Seller has received 510(k) for the BISx Kit (K040183) and for the BISx4 Kit
(K052981).v)
    
    FOB Norwood, Massachusetts, USAvi)
    
    Price at the Amendment Effective Date will be set at the [**] level. Notwithstanding
anything to the contrary in Section 4(a) of the Agreement, Section F of this Attachment D
shall be used to determine the pricing for the BISx Kit.
 C) BIS SENSORS
 Unit ofAspect P/N
    
    GE P/N
    
    Product Description
    
    Measure
    
    Price186-0100
    
    2011643-001
    
    BIS Standard Sensor
    
    Box of 25
    
    
    [**]186-0106
    
    2011640-001
    
    BIS Quatro Sensor
    
    Box of 25
    
    
    [**]186-0110-GE
    
    2007374-002
    
    BIS Pediatric Sensor
    
    Box of 25
    
    
    [**]186-0160
    
    TBD
    
    BIS Extend Sensor
    
    Box of 25
    
    
    [**]186-0212
    
    TBD
    
    BIS Bilateral Sensor
    
    Box of 10
    
    
    [**]186-0023
    
    2007373-001
    
    ZIP Prep Electrode
    
    Box of 15
    
    
    [**]186-0150
    
    2007945-002A1
    
    BIS Quatro Starter Kit
    
    Box of 5
    
    
    [**]186-0154
    
    TBD
    
    BIS Pediatric Starter Kit
    
    Box of 5
    
    
    [**]
 i)
    
    Buyer will be allowed to purchase limited BIS Sensor quantities as described in
Section 21(a) and as defined in the Distributor Agreements as executed and attached in
Attachment Pii)
    
    Further sensor sales will be furnished directly by Seller or Sellers Authorized
Representative.iii)
    
    The BIS Sensors are non-exclusive products, available for sale and distribution
world-wide subject to the conditions in Sections 20 and 21.iv)
    
    Lead time for the BIS Sensor is 4 weeks.
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D) CUSTOM SENSOR
 i)
    
    List price for the Custom Sensor:Volume discounts:
 Aspect P/N
    
    GE P/N
    
    Description
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]186-0156
    
    8002858
    
    Custom Sensor
(Entropy)  Box of
25
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]
 ii)
    
    Lead time for the Custom Sensor is 4 weeks.iii)
    
    The Custom Sensor is an Exclusive product.iv)
    
    Regulatory clearances and 510(k) numbers maintained by Buyer.v)
    
    Warranty on the Custom Sensor is 12 months from date of manufacture.vi)
    
    FOB Norwood, Massachusetts, USA.vii)
    
    Price at the Amendment Effective Date will be set at the 250,001  500,000 level.
Notwithstanding anything to the contrary in Section 4(a) of the Agreement, Section F of
this Attachment D shall be used to determine the pricing for the Custom Sensor.
 E) SPARE PARTS/ACCESSORY PRICES
 OrderableAspect P/N
    
    GE P/N
    
    Parts/Products
    
    [**]186-00157-DO
    
    900510
    
    DSC-XP (DO)
    
    
    [**]186-00139-DO
    
    900505
    
    BIS Engine PCB (DO)
    
    
    [**]186-00157-GE
    
    
    
    DSC-XP (GE)
    
    
    [**]186-00139-GE
    
    
    
    BIS Engine PCB (GE)
    
    
    [**]186-00142
    
    2007694-001
    
    Sensor Cable
    
    
    [**]
 i)
    
    These are non-exclusive products, available world-wide.ii)
    
    FOB Norwood, Massachusetts, USA.
 F) CALCULATION OF VOLUME DISCOUNT:
  Addendum 1 v 1.0
    
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G) CURRENCY
  Addendum 1 v 1.0
    
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Attachment A
Product Specifications
 BISx System
 
 PRODUCT DESCRIPTION




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TECHNICAL SPECIFICATIONS  (Unless otherwise noted specifications apply to both the BISx and BISx4)
 Physical Specifications
 Output Parameters
  
    
    BIS (Bispectral Index)
    
    EMG (Electromyographic strength)
    
    SQI (Signal Quality Index)
    
    SR (Suppression Ratio)
    
    EEG (Continuous, two channel, real-time EEG waveform)
    
    SEF (Spectral Edge Frequency)




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
    
    TP (Total Power)
    
    BC (Burst Count)  Extend Sensor only
  Filters
   BISx Kit
  Weight:
    
    approx 8.0 oz without cables
approx 10.0 oz including PIC+
approx 1 lb. including host cable
 BISx Integral Cables
 BISx4 Kit
 
 BISx4 Integral Cables
 Safety Specifications
 
    
    The BISx and BISx4 comply with the essential requirements of the Medical Device Directive
93/42/EEC, as well as IEC 60601-1 and IEC 60601-2-26.
    
    EMC RF Emissions: CISPR-11 Class A
    
    They are both Type BF applied parts. Both the BISx and BISx4 have internal optical
coupling and an isolation transformer for patient isolation.
    
    Both are protected against damage from defibrillation as long as the sensor is not located
between the defibrillator pads and are resistant to artifact from electrosurgery.
    
    United States federal law restricts these devices to sale by or on the order of a
physician.
    
    BISx and cables are latex free.




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Environmental Specifications   Liquid Ingress IPX4
Temperature
 
 Humidity
 
 Pressure
 
 Performance Specifications   Measurement Ranges
 Noise (EEG Waveform)  BIS Numeric Update Frequency  EEG Bandwidth  Patient Leakage




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BIS/EEG Module Kit
    Detailed Technical Specifications:
 Digital Output:
    
    RS-232 Serial Output(8 data, 1 stop, no parity, 57,600 Baud)Main Parameters:
    
    BIS, Suppression Ratio, EMG, Raw EEGElectrical Safety:
    
    Conforms to IEC-601-1Power:
    
    4 Watts Maximum (2 Watts Typical)+5V (450 mA)+12V (150 mA)
 
 Environmental Requirements:
 IEC601-1
    
    BIS EngineOperation
    
    Temperature Range
    
    +10oC to +40oC
    
    0oC to +55oC (BIS Module)Humidity (non-condensing)
    
    25% to 95%
    
    10% to 95%Atmospheric Pressure
    
    700 hPa to 1060 hPa
    
    465 hPa to 1067 hPa (up to 20,000 ft.)




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Digital Signal Converter (DSC-XP)
 Description:
    
    The DSC amplifies and digitizes the signal close to the patient to
minimize electrical interference.Weight:
    
    4.7 oz (0.13 kg) (not including cables)Dimensions:
    
    2.6 x 1.0 x 4.3 inches
(6.6 x 2.5x10.8 cm)Cable Length:
    
    12 ft (3.7 m) integral DSC cable, 4 ft (1.2 m) patient interface
cable.BIS Engine PCBPhysical:
    
    3x4 inch SMT PCBProcessing Power:
    
    T.I. TMS320VC33-120 (~120 MFLOPS)
 Software Upgrades
  Serial Identifier




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##### 



BIS XP Sensor
 Overview:
    
 XP Sensors:
  
    
    Quatro Sensor
    
    Extend Sensor
    
    Pediatric Sensor
 Intended Use:
 
    
    To be used in conjunction with the BIS Monitoring System
    
    Single patient use device.
    
    Disposable
    
    Adult patient use (Quatro and Extend)
    
    Pediatric patient use (Pediatric)
    
    Rx Only
 Length of Use (Duration):
  Smart Card Module (SST)




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##### 



Shelf Life:
    
    12 months at 24C storageShipping Temperature:
    
    -10C to 50C maxOperating Temperature:
    
    10C to 40C max




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##### 



Custom Sensor
 Overview:
    
 Length of Use (Duration):
 Smart Card Module (SST)
  Shelf Life:
    
    12 months at 24C storageShipping Temperature:
    
    -10C to 50C maxOperating Temperature:
    
    10C to 40C max




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##### 



Medical Products Distribution Agreement
 
 
 Between
 Aspect Medical Systems, Inc.
 And




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##### 



General
 Aspect AMS  Distributor   Party Parties  Effective Date
 Whereas
 Whereas
 Whereas
 Whereas,
 Therefore
 Article 1
Definitions
  Customers
 Equipment Exhibit 1
 Prices
 Products
 Purchase Targets Exhibit 4




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##### 



Software
 Software License Agreement
 Territory Exhibit 2
 Written Consent
 Article 2
Appointment
  EEA Actively sell Passively sell
  -2-




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##### 



Article 3
Relationship
     Article 4
 Term of Agreement
 Initial Term Renewal Term
 Article 5
Termination
  -3-




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##### 



Breaching Party Aggrieved Party
   Repurchase Period
 -4-




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##### 



Article 6
Modification of Agreement
 Exhibit 1
 Article 7
Prices and Payments
  Exhibit 1
 Exhibit 1
   Article 8
Order, Shipment and Delivery
  Article 9
Advertising, Promotions, Trademarks and Copyrighted Material
    -5-




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##### 



Article 10
Sales and Support
      Article 11
Quality Assurance, Regulatory Compliance
  -6-




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##### 



Article 12
Modification of Products
  Article 13
Import Licenses, Product Localization
   Article 14
Warranty and Limitation of Remedies
  Article 15
Complaints, Quality Records and Recalls
 All regulatory compliance obligations of the parties are set forth in the Purchase Agreement.
 Article 16
Limitation of Liability
  Article 17
APPLICABLE LAW AND DISPUTE RESOLUTION
 Any dispute, controversy or claim arising from or relating to this Agreement shall be
resolved in accordance with the dispute resolution procedures set forth in Attachment F of the
Purchase Agreement. The parties expressly acknowledge that the laws of the State of New York,
except its conflict of law rules, will govern the relationship of the parties and any dispute under
this Agreement.
 -7-




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##### 



Article 18
Entire Agreement
  Article 19
Captions and Headings
  Article 20
Waiver and Severability
  Severed Clause
 Article 21
Registration
  -8-




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##### 



Article 22
Counterparts
   [Remainder of Page Intentionally Left Blank]
 -9-




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##### 



SIGNATURES
 Aspect Medical Systems, Inc.(AMS or Aspect)
    
    
    
    (Distributor)Authorized Representative Signature
    
    
    
    Authorized Representative SignatureName:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:Date:
    
    
    
    
    
    Date:
 -10-




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##### 



Exhibit 1  Products and Prices
  
 All Prices shown in this Exhibit 1 are stated in [US Dollars].
 [Product and Price list to be reviewed and updated by AMS]
 PART
    
    DESCRIPTION
    
    PRICE
 -11-




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Exhibit 2  Territory
  
  Countries/Regions
 -12-




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##### 



Exhibit 3  General Provisions
  
  If to Distributor:
 []
 If to Aspect Medical Systems, Inc.:
 Ship-to address for Products from AMS to []
 Invoice-to address for Products from AMS to []
 -13-




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##### 



Exhibit 4  Purchase Targets
  
 [To be negotiated at time of contracting]
 Purchase Targets/Units 200X
 Q1
    
    Q2
    
    Q3
    
    Q4A-2000 BIS monitor
    
    
    1
    
    
    
    1
    
    
    
    0
    
    
    
    1
    
    
    Total Calendar Year 200X =Sensors
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Calendar Year 200X =SRS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Calendar Year 200X =
 -14-




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##### 



GE Healthcare Global Quality Form
GEHC_GQP_11.01.003_F001
Purchased Material Quality Requirements
    
    (GE HEALTHCARE LOGO)
 Supplier
Name:
 Applicable To All Suppliers:
 Section 1
 Quality Systems:
  Section 2
 Quality Record Retention:
 Section 3
 Compliance:
 Section 4
 Change Notification:
 
  Page 1 of 3




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##### 



GE Healthcare Global Quality Form
GEHC_GQP_11.01.003_F001
Purchased Material Quality Requirements
    
    (GE HEALTHCARE LOGO)
  Section 5  Engineering Specifications:
    Section 6  Electrostatic Discharge:
 Section 7  Packaging and Shipping Methods:
 Section 8  Order of Precedence:
 
  Page 2 of 3




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##### 



GE Healthcare Global Quality Form
GEHC_GQP_11.01.003_F001
Purchased Material Quality Requirements
    
    (GE HEALTHCARE LOGO)
 For Finished Medical Device Suppliers:
 ADDENDUM TO Section 3  Compliance:
 Section 9  Quality and Safety Reporting:
  Agreed to and Accepted by Supplier
 Signature:Printed Name:Title:Date:Supplier Name:
 Agreed to and Accepted by the General Electric Company on Behalf of its Division, GE
Healthcare
 Signature:Printed Name:Title:Date:
 
  Page 3 of 3




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st
     http://www.aspectms.com/international/distributor.mspx