Exhibit 10.23


 


VITAL
IMAGES, INC.


AND


TOSHIBA
MEDICAL SYSTEMS CORPORATION


 


MARKETING
AND DISTRIBUTION AGREEMENT


 


THIS AGREEMENT is
made as of November 21, 2008 by and between Vital Images, Inc., a
Minnesota corporation having its principal place of business at 5850 Opus
Parkway, Suite 300, Minnetonka, Minnesota 55343 USA (“Vital Images”)  and Toshiba Medical Systems Corporation having
its place of business at 1385, Shimoishigami, Otawara-Shi, Tochigi 324-8550,
Japan (“Toshiba”).


 


Recitals


 


A.                                            Vital
Images develops and licenses proprietary medical visualization software
products (defined below as the “Products”) and desires to increase the
marketing and distribution of the Products.


 


B.                                              Toshiba
develops and markets proprietary medical visualization scanners and related
hardware and software products and desires to market the Products in
combination with the marketing of its products.


 


C.                                             Toshiba possesses the
necessary expertise and marketing organization to promote, market, distribute
and support the Products.


 


D.                                            Vital Images desires to
appoint Toshiba and the Dealer Associates, and Toshiba and the Dealer
Associates desire appointment, as a nonexclusive reseller of the Products.


 


NOW, THEREFORE, in
consideration of the mutual premises and covenants hereinafter set forth, the
parties agree as follows:


 


ARTICLE 1:  DEFINITIONS


 


For purposes of this
Agreement, the following words, terms and phrases shall have the following
meanings unless the context otherwise requires:


 


1.1                                 Confidential Information.  “Confidential Information” shall mean all
information designated by a party as confidential and which is disclosed by
Vital Images to Toshiba or its Dealer Associates, as hereinafter specified, is
disclosed by Toshiba or its Dealer Associates to Vital Images, or is embodied
in the Products, relating to markets, customers, products, patents, inventions,
procedures, methods, designs, strategies, plans, assets, liabilities, prices,
costs, revenues, profits, organization, employees, agents, resellers or
business in general, or, in the case of Vital Images, the algorithms, programs,
user interfaces and organization of the Products (except as otherwise agreed
between the parties in a separate agreement concerning one or more options
incorporated in the Products).


 


1.2                                 First Level Maintenance.  “First Level Maintenance” shall mean
electronic or telephone or on-site response to deal with any problem or
software bug in the Product which is provided by Vital Images, Toshiba or the
Dealer Associates, as hereinafter specified, to Toshiba’s or the Dealer
Associates’ customers in the Territory who have installed the Products that are
under a contractual warranty or software maintenance program with Toshiba or
the Dealer Associates. Such response shall attempt (i) to identify the
nature and extent of the customer’s problem, (ii) if appropriate, to
obtain a copy of magnetic media, hard copy printout or electronic file
forwarded over the internet containing the problem or software bug to be
forwarded promptly to Vital Images electronically or by facsimile, and (iii) to
advise 


 


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the customer in the
application of any recommended solution or workaround to such problem or
bug.  For outside the US, on-site
response may be provided by Vital Images at an additional charge.


 


1.3                                 Government Approval.  “Government Approval” shall mean any
approvals, licenses, registrations or authorizations of any federal, state or
local regulatory agency, department, bureau or other government entity, foreign
or domestic, necessary for use, marketing, sale or distribution of the Products
in a regulatory jurisdiction, including without limitation the U.S. Food and
Drug Administration (“FDA”).


 


1.4                                 Products.  “Products” shall mean only those software
products in object code form as described in Exhibit A and any
related user documentation as released from time to time by Vital Images,
including any later authorized releases or versions of such software or
documentation during the term of this Agreement.


 


1.5                                 Second Level Maintenance.  “Second Level Maintenance” shall mean
electronic or telephone response provided by Vital Images to Toshiba or the
Dealer Associates to deal with any problem or software bug in the Products that
cannot be handled by Toshiba or the Dealer Associate alone under the First
Level Maintenance for such customers in the Territory who have installed the Products
that are under Vital Images’ standard warranty or under a Toshiba or Dealer
Associate current software maintenance contract.


 


1.6                                 Services.  “Services” shall mean the software support and
maintenance services described in Article 6 and Exhibit E hereof.


 


1.7                                 Service Level Agreements. “Service Level Agreements” shall mean any
agreements to be executed between Vital Images and Toshiba or a Dealer Associate,
which define any applicable terms and conditions for Services.


 


1.8                                 Territory.  “Territory” shall mean the area described in Exhibit B.


 


1.9                                 Vitrea®.  “Vitrea® ” shall mean 2-D, 3-D and 4-D
medical visualization software marketed by Vital Images under the name “Vitrea® .”


 


1.10                           Vitrea®  fX . “Vitrea®
 fX” shall mean 2-D, 3-D, and 4-D medical visualization
software marketed by both Toshiba and Vital Images under the name “Vitrea®  fX”
for AquilionOne.


 


1.11                           ViTALConnect® .  ViTALConnect®  shall mean 2-D and 3-D medical
visualization software accessible via a web interface marketed by Vital Images
under the name ViTALConnect®.


 


1.12                           ViTAL Enterprise Workstation shall
mean 2-D, 3-D, and 4-D medical visualization software accessible via a web
interface or workstation and is expandable to Vital Images broader Enterprise
solution marketed by Vital Images under the name ViTALEnterprise.


 


1.13                           Installation. With regard to Vitrea fX in Japan, “First Level Installation” shall
mean unloading, assembling and powering up the applicable computer
workstation(s), installing the Products onto such computer workstation(s) in
its factory before shipping the Products to the customer sites and integrating
such computer workstation(s) onto the customer’s computer network. With
regard to the other Products, “First Level Installation” shall mean unloading,
assembling and powering up the applicable computer workstation(s), installing
the Products onto such computer workstation(s) and integrating such
computer workstation(s) onto the customer’s computer network.


 


1.14                           Second Level Installation. 
“Second Level Installation” shall mean working with the customer and
non-Toshiba OEM’s to link non-Toshiba equipment to the computer workstation(s) on
which the Products have been installed.


 


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ARTICLE 2:  APPOINTMENT


 


2.1                                 Scope.  Vital Images hereby appoints Toshiba, and
Toshiba hereby accepts such appointment, as Vital Images’ nonexclusive reseller
of the Products during the term of this Agreement in the Territory, in
connection with sales of Toshiba’s medical equipments, subject to all the terms and conditions of this
Agreement.  All sublicenses of the
Products are one-time sublicenses, whether or not they are granted on a term or
perpetual basis, and after the initial sublicense of any Product to a customer,
Toshiba or the Dealer Associates may not sublicense any Products that are
returned by that customer, provided that Toshiba may reinstall Products without
paying an additional license fee when such reinstallation is in connection with
a customer trade-in or upgrade of equipment purchased from Toshiba and it is
the same customer for which the software was initially licensed, or, for Vitrea
fX in Japan, a failed hardware replacement.   With regard to Vitrea fX in Japan, Toshiba may, at its discretion, install it as
an accessory for computer workstation(s) sold in connection with Toshiba
CT equipment (hereinafter collectively called as “Toshiba CT System(s)”)
distributed, sold, leased or otherwise disposed by Toshiba in Japan, but may
not distribute, sell, lease or otherwise dispose of the Products in any other
manner.


 


2.2                                 Dealer Associates.  Effective with the signing of this Agreement,
Toshiba hereby appoints and Vital Images consents to the appointment of, the
Toshiba subsidiaries and distributors listed in Exhibit C as its
agents to market and distribute the Products within the Territory (collectively
“Dealer Associates”). Provided, however, Toshiba shall remain fully liable for
the performance of such Dealer Associates and Toshiba hereby indemnifies and
holds Vital Images harmless from all damages, losses, costs or expenses  (excluding any consequential or incidental
damages) arising in any manner from any act or omission on the part of such
Dealer Associates if such act or omission constitutes a breach of this
Agreement.  Toshiba shall advise Vital
Images in writing of any such appointment agreement with any Dealer Associates.


 


2.3                                 Use of Terms.  The terms “sale”, “purchase”, “distribution”,
“resale”, “reseller” and “Dealer” are used herein for convenience only and
refer to the sale of software licenses for the Products.  Toshiba hereby acknowledges Vital Images
retains all right, title and interest in and to the copyrights and other intellectual
property rights in the Products (except as otherwise agreed between the parties
in a separate agreement concerning one or more options incorporated in the
Products) and that such Products are to
be distributed to Toshiba’s and Dealer Associate’s customers in compliance with
such acknowledgment.


 


ARTICLE
3:  GENERAL OBLIGATIONS OF TOSHIBA


 


3.1                                 Marketing.  Toshiba and the Dealer Associates shall have
the following obligations with respect to the marketing and distribution of the
Products:


 


(a)                                  To use its commercially
reasonable best efforts to further the promotion, marketing and distribution of
the Products in the Territory;


 


(b)                                 To perform the First Level Installation for
customers in the Territory with respect to the Products, and to ensure that
only authorized versions of the Products are installed as supplied by Vital
Images for customers in the Territory.


 


(c)                                  To promptly respond to all
inquiries or complaints from customers; outside of the United States, to
provide all necessary and appropriate First Level Maintenance of the Products;
and to cooperate with Vital Images in the provision of the Second Level
Maintenance;


 


(d)                                 To
provide Vital Images with appropriate details of all complaints and bugs found
in the Products, whether such complaints or bugs were discovered by Toshiba,
any of its Dealer Associates or customers thereof;


 


(e)                                  To reasonably investigate
possible leads with respect to potential customers in the Territory who are
referred to Toshiba by Vital Images;


 


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(f)                                  To
maintain an adequately trained and staffed sales and technical support group
for the marketing and distribution of the Products in the Territory, for the
First Level Installation in the United States, and for the First Level
Installation and First Level Maintenance outside the United States;


 


(g)                                 To
provide appropriate sales staff for training by Vital Images in the United
States, and both sales and technical support staff for training by Vital Images
outside of the United States, at mutually-agreeable locations;


 


(h)                                 To
provide Vital Images with reports of its activities and other information
regarding the Products in the Territory in such detail and with such frequency
as is reasonably agreed between both parties;


 


(i)                                     To
conduct its business in a professional manner, which will reflect positively
upon Vital Images and its Products;


 


(j)                                     To
provide Vital Images with customer registration information at the time Toshiba
issues Vital Images a Purchase Order, with the exception of sales by Toshiba in
Japan and by Toshiba Medical Systems Europe B.V. “TMSE” who will use best
efforts to provide customer information with the purchase order;


 


(k)                                  To
abide by all applicable laws and regulations in the Territory, including, if
applicable, the U.S. Export Administration Regulations; and


 


(l)                                     To
apprise all customers of the terms of Section 2.3 of this Agreement
regarding the ownership of intellectual property embodied in the Products and
obtain from all customers a written license agreement containing all of the
terms and conditions (except those not related to the protection of Vital
Images) contained in Exhibit J to this Agreement, or other similar
terms and conditions that protect Vital Images to the same degree as the terms
and conditions contained in Exhibit J, except as set forth in Exhibit E.


 


3.2                                 Toshiba Demonstration
License.  To enable Toshiba to
better perform its marketing and distribution of the Products and Toshiba’s medical
equipments, and to assist it with its product development and training
activities, Vital Images will grant
to Toshiba and/or its Dealer Associates an unlimited number of royalty free
software licenses, for the latest version of the Products solely for their own
customer and trade show demonstration, promotional and training uses (including
a minimum of eight (8) copies for each Toshiba America and Japan Training
Academy), subject to the Terms and Conditions for the Demonstration License
attached hereto as Exhibit D. 
This Demonstration License will be valid for the term of this Agreement,
and will include upgrades and updates to the Products.  Toshiba and the Dealer Associates will
provide all hardware related to the Demonstration Licenses, and must track the
location of all Demonstration Licenses.


 


3.3                                 Promotional Materials.  Vital Images shall furnish Toshiba with a
reasonable quantity of Vital Images data sheets, brochures and other marketing
materials for the Products in the English language for use by Toshiba and its
Dealer Associates.


 


(a)                                  Upon request of Toshiba or
its Dealer Associates, Vital Images shall provide Toshiba and the Dealer
Associates with sufficient quantities of promotional materials and any revision(s) thereof,
at no charge.


 


(b)                                 In lieu of providing such
promotional materials directly, Vital Images, at its discretion, may provide
Toshiba with an electronic media copy of same with a nonexclusive,
nontransferable right and license to use same, without modification of any
kind, for the local reproduction of such materials solely for purposes of
Toshiba’s performance under this Agreement.


 


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(c)                                  If Toshiba or its Dealer
Associates believes that non-English language versions of such promotional
materials or non-English language advertising of the Products are necessary or
desirable for effective marketing of the Products in the Territory, Toshiba
shall arrange and pay for the preparation of such non-English language
materials, which shall be subject to the prior review and written approval of
Vital Images. If Toshiba or its Dealer Associates believe that non-English
language versions of user’s manual of the Products are necessary in the
Territory and upon request of Toshiba or its Dealer Associates and the
agreement of Vital Images, acting reasonably, Vital Images shall provide such
translated version to Toshiba or its Dealer Associates which made such request,
at the expense of Toshiba; provided that if such translated version is necessary for Regulatory compliance in the Territory,
in the reasonable opinion of Vital Images, Vital Images shall provide it to Toshiba or its Dealer Associates at no charge. In all cases, Vital Images
shall be the sole and exclusive owner of the copyrights in any such materials,
regardless of language.


 


(d)                                 Toshiba and the Dealer
Associates will not remove any marks of Vital Images or attributions to Vital
Images from the promotional materials provided, even if the materials are
combined with other materials not from Vital Images.


 


(e)                                  Toshiba
and Vital Images may create joint promotional material for certain
markets.  This material must be approved
by both parties prior to distribution.


 


3.4                                 Reverse Engineering.  Toshiba shall not reverse engineer, decompile
or disassemble the Products and shall not allow any other person to do so, nor,
except as expressly permitted hereunder, copy the Products.


 


3.5                                 Expenses.  Except as otherwise specified in this
Agreement, Toshiba and its Dealer Associates assume full responsibility
for all its own costs and expenses incurred in carrying out its obligations
under this Agreement, including but not limited to all rents, salaries,
commissions, advertising, demonstrations, travel and accommodations.


 


ARTICLE 4:  GENERAL OBLIGATIONS
OF VITAL IMAGES


 


4.1                                 Development and Integration.  Continued
collaboration on product is a shared goal of the parties.  Vital Images will use reasonable and prompt
commercial efforts to integrate new Products as defined in the Development
Agreement  into its Product solution,
when and if such Products are made commercially available.


 


4.2                                 Market Awareness. 
Vital Images will use reasonable commercial efforts to promote awareness
of the Products for use in the radiology and  cardiology
market through tradeshows and other marketing venues.  At a minimum, Vital Images will attend the
trade shows set forth in Exhibit G to this Agreement.  Vital Images will exercise its best efforts
to attend other trade shows that are not set forth in Exhibit G,
provided that Toshiba gives Vital Images reasonable advance notice sufficient
to allow Vital Images to send representatives to such shows.  For the shows that are set forth in Exhibit G,
if Vital Images will have a separate booth in any trade show in which Toshiba
also participates, Vital Images will provide such workstations and qualified
personnel for the Toshiba booth in addition to its own. Vital Images will
exercise its reasonable efforts to provide such workstations and qualified
personnel for the Toshiba booth for the trade shows that are not set forth in Exhibit G,
provided that Toshiba gives Vital Images reasonable advance notice sufficient
to allow Vital Images to provide such workstations and qualified personnel.
Furthermore, Vital Images will exercise its best efforts to have its booth
located adjacent to TAMS’ booth where both participate.  Vital Images will also advise TAMS of any
trade shows in which Vital Images participates. 
Any exhibits prepared by Vital Images for Toshiba’s booth at trade shows
must show the Vital Images products working in conjunction with Toshiba’s
images from Toshiba’s CT equipment, but Vital Images is not precluded from
presenting 


 


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additional exhibits that show its products
working in conjunction with images from other CT manufacturers.


 


4.3                                 Support.  During the term of this
Agreement, Vital Images agrees to maintain an adequate number of trained sales,
applications and service support personnel to perform its duties under this
Agreement.  Included within Vital Images’
support responsibilities are the following:


 


(a)                                  Vital Images has available global support for
customers who wish to purchase such support in accordance with (i) any
Service Level Agreements between TAMS and Vital Images, and (ii) any
Service Level Agreements or other agreements for support between Toshiba,
Toshiba Medical Systems Europe B.V. (“TMSE”) or the other Dealer Associates and
Vital Images.


 


(b)                                 Vital Images agrees to share statistics and
customer information for own call center support to Toshiba users


 


(c)                                  To promptly  respond to
all inquiries or complaints from Toshiba or its Dealer Associates; outside of
the United States, to provide all appropriate Second Level Maintenance of the
Products to Toshiba or its Dealer Associates.


 


4.4                                 Training. During the term of this Agreement Vital Images will provide training at
its headquarters location, or such other location mutually agreed between the
parties, for Toshiba and Dealer Associate personnel in the function,
application, installation and the First Level Maintenance of the Products and
in the provision of assistance to Vital Images for Second Level Maintenance,
provided, however, Toshiba or the Dealer Associates shall pay the salaries and
all transportation and living expenses for its staff.  Toshiba
and the Dealer Associates in aggregate may place up to four (4) staff
members in any of Vital Images’ regularly-scheduled training classes, upon at
least two weeks’ advance notice to Vital Images, provided space is
available.  With regard to Vitrea fX in
Japan, Vital Images grants to Toshiba the right to produce and copy training
materials, either in English or Japanese, modifying Vital Images’ materials.


 


4.5                                 Customer Training.  In the US market, Vital Images will provide
training in the form of 8 education units per Vitrea
and Vitrea fX license to be used according
to the course equivalences outlined in Exhibit E.  Training shall
include an overview of the Vital Images developed tools and features of the
products purchased by the customer.  Training in non-US markets will be available
for an additional charge per session.  Vital Images is under no obligation
to provide applications training to end users beyond twelve (12) months from
the license issuance date of the related software at the end users site or
twelve (12) months from receipt of purchase order for training sold separately.


 


4.6                                 Hardware Validation. Vital Images shall take measures prior to
the release of any new version Vitrea, Vitrea fX or ViTALConnect or ViTAL
Enterprise software to ensure that compatible hardware are rigorously tested
and validated to determine a market ready recommended hardware specification
that assures optimal performance of the software. Such recommended hardware
specification shall be advised to Toshiba or its Dealer Associate before or upon
release of the new version software.


 


ARTICLE 5:  ORDERS FOR PRODUCTS
AND SERVICES


 


5.1                                 Purchase Orders.  Toshiba shall cause its Dealer Associates,
and itself shall use its best efforts to submit purchase orders for the
Products and Services to Vital Images in writing (preferably by facsimile or
other electronic means) at least fifteen (15) days prior to the requested
delivery date, which orders shall include the following information:


 


(a)                                  An identification of the
Products and Services ordered;


 


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(b)                                 Quantity of Products and
Services;


 


(c)                                  Requested delivery dates;


 


(d)                                 Shipping instructions and
shipping address; and


 


(e)                                  With the exception of sales
by Toshiba in Japan and by TMSE, who will use best efforts to provide customer
information with the purchase order, the defined Customer Information to
process the license request; which includes, end user name, end user address,
Products to be delivered, maintenance coverage dates and products covered for
software maintenance contracts and


 


(f)                                    If applicable, any relevant
export control information or documentation to enable Toshiba and Vital Images
to comply with applicable U.S. export control laws.


 


With
regard to Products for Japan, Toshiba may order Products to Vital Images and
pay for the Products, through the following Toshiba’s agent (“Agent”).


 


Agent:


Toshiba
America, Inc. (Boston)


24
New England Executive Park,


Burlington
MA, 01803, U.S.A.


Attention:
Branch Manager


 


For
the purpose of this Agreement, Toshiba hereby appoints Agent as its authorized
agent having an authority to perform any and all of Toshiba’s obligations and
undertakings under this Agreement under its own name and on behalf of Toshiba,
including, without limitation:


 


(a) to
submit purchase orders for the Products for Japan;


(b) to
receive shipments of the Products for Japan and invoices therefore;


(c) to
make payments due to the Vital Images for the Products for Japan purchased;


(d) to
confirm and follow up deliveries of the Products for Japan; and


(e) to
return the defective or non-conforming Products for Japan.


 


Notwithstanding anything else contained herein, Toshiba shall remain
directly liable to the Vital Images for all actions taken by Agent. Toshiba
may, at its sole discretion but with at least forty-five (45) days prior
written notice to the Vital Images, withdraw all of the authority of Agent
provided above.  Upon receipt of such
notice, the parties shall agree upon alternative procedural arrangements in
order to ensure the orderly and timely supply of the Products to Toshiba
hereunder and payment therefor.


 


5.2                                 Acceptance of Orders – All purchase orders from
Toshiba and the Dealer Associate are subject to acceptance in writing by Vital
Images, which acceptance shall not be unreasonably withheld and shall be
delivered by reply facsimile or by e-mail. Vital Images may withhold its
acceptance only if (a)  the lead time for delivery is less than ten (10) days;
(b) Toshiba or the Dealer Associate who has submitted the purchase order
is delinquent in its payments to Vital Images under this Agreement; or (c) Toshiba
or the Dealer Associate show has submitted the purchase order is in breach of
this Agreement. Failure to respond to each purchase order by Vital Images
within  five (5) business days from
receipt of such purchase order shall be deemed acceptance of such purchase
order by Vital Images. Vital Images will provide to Toshiba monthly
reports no later than 15 days from the end of each month listing all purchase
orders and amounts of such purchase orders placed by each Dealer Associate
during the prior month. Such report shall also list all service contracts and
options purchased by each Dealer Associate during such month.


 


5.3                                 Delivery.  All deliveries of the Products shall be from
Vital Images’ facilities unless otherwise agreed in writing between the
parties.  Vital Images shall bear
shipping charges for the shipment of any Products to its destination specified
in the purchase order.  All risk of
damage to or loss or delay of the Products shall pass to Toshiba or the Dealer
Associate upon their delivery to a common carrier.


 


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5.4                                 Modification of Orders.  No accepted purchase order may be modified or
canceled later than thirty (30) days before the scheduled delivery date, except
upon the written agreement of both parties, provided, however, any price
decrease or increase for the Products shall be implemented upon the effective
date of such decrease or increase and therefore, will apply to any purchase
order for which delivery has not yet taken place. Furthermore, Vital Images
will, at no additional cost to Toshiba and the Dealer Associate, ship its
latest authorized version or release of a Product in response to any accepted
purchase order.  Toshiba’s and the Dealer
Associate’s purchase orders or mutually-agreed change orders shall be subject
to all provisions of this Agreement, whether or not the purchase order or
change order so states, and any terms and conditions of such purchase order or change
order which conflict with the terms and conditions of this Agreement shall be
deemed excluded and of no legal effect as between the parties.


 


5.5                                 Purchase Commitment.  Toshiba annual purchase commitment is set
forth on Exhibit F attached hereto and incorporated herein by this
reference.  Vital Images shall ship to
Toshiba and/or its Dealer Associates during the Term of this Agreement such
Products as are identified in and in accordance with the purchase orders submitted
by Toshiba and/or its Dealer Associates. 
In the event of a Change of Control of Vital Images, as defined in Section 18.11
of this Agreement, Toshiba may, in its sole discretion, be relieved of its
minimum purchase Commitment set forth in this Agreement. In such case, Toshiba
will provide Vital Images with thirty (30) days’ prior written notice of its
intent to be relieved of its minimum purchase Commitments.  Upon relief of the minimum purchase
Commitment, the pricing set forth in this Agreement shall expire and Section 4.1,
Section 4.2, this Section 5.5, and the fourth sentence of Section 7.1
shall no longer be in effect.


 


5.6           Product Changes. Vital Images
may do any of the following upon sixty (60) days’ prior written notice (or such
sooner notice as practicable, if required for regulatory or legal reasons) to
Toshiba:


 


(a)                                  Alter the specifications for
any Product or any new release thereof, provided, however, that Toshiba has the
option to request Vital Images to continue to provide Products without such
alteration for any purchase orders submitted by Toshiba and/or Dealer
Associates prior to the date that Vital Images notifies Toshiba of such
alteration, unless such prior Product has been discontinued for regulatory or
other legal reasons;


 


(b)                                 Except as set forth below,
discontinue the production of any Product. However, such discontinuation will
not release or modify Vital Images’ obligations for warranty and service
support specified in this Agreement;


 


(c)                                  Discontinue the development
of any new release of a Product, if such new release has not been announced
publicly; or


 


(d)                                 Commence the development and
distribution of new software products having features, which may make any
Product wholly or partially obsolete, provided Toshiba is granted  the right to continue to purchase the obsolete
Products for a period of at least one year from the date that the new software
products are commercially introduced by Vital Images, unless such prior Product
has been discontinued for regulatory or other legal reasons or this Agreement
terminates before the expiration of such one-year period.


 


Notwithstanding the
foregoing, at all times throughout the term of this Agreement, Vital Images
must have available for Toshiba Vitrea or Vitrea fX or
a successor software of Vitrea or Vitrea fX® that will have specifications
that are at least equal to or better than those for the version of Vitrea or
Vitrea fX® software existing as of the date of this
Agreement, and
give at least six (6) months’ prior written notice (or such sooner notice
as practicable, if required for regulatory or legal reasons) to Toshiba before
discontinuing the production of Vitrea or Vitrea fX®. The following associated options shall also
be subject to this provision: 3D Angiography, CT Perfusion, CT Colonography,
Endovascular Planning (when and if available), CT Cardiac, Cardiac Functional
Analysis, SUREPlaque, VScore, Peripheral Vessel Probe, Nodule Probe, Dynamic
Volume 4D Brain Perfusion, * * * and * * *.” Toshiba’s minimum purchase commitments will end in the event
Vital Images discontinues the production of 


 


* * *
Confidential Treatment has been requested, the portion indicated has been
redacted and the redacted portion has been separately filed with the Securities
and Exchange Commission.


 


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Vitrea or Vitrea fX® and does not provide Toshiba with a successor
product acceptable to Toshiba.
 Such discontinuation will not release
or modify Vital Images’ obligations for warranty and service support specified
in this Agreement.


 


5.7                               Installation
of Products.  Unless otherwise agreed
in writing by Vital Images, for outside the U.S., all deliveries of the
Products shall be directly to Toshiba or the Dealer Associates, unless the
parties agree that Vital Images shall ship the Products directly to the
customers, and Toshiba and the Dealer Associates shall then have the sole
responsibility for the First Level Installation of such Products into a
customer’s computer system in the Territory in accordance with the standards
and specifications established by Vital Images from time to time and provided
to Toshiba and the Dealer Associates hereunder. If the Products need to be
integrated with non-Toshiba equipment, Vital Images will perform the Second
Level Installation, upon request from Toshiba, or the Dealer Associates or the
customers, to ensure proper integration. For the U.S., installation, the
respective responsibilities shall be as set forth in Exhibit K.


 


5.8                               Distribution Report.  Name, address, telephone and facsimile
numbers of customers who purchased the Product and Service contracts in each
calendar quarter shall be provided by Toshiba and TMSE to Vital Images within
thirty (30) days after the end of such quarter.


 


ARTICLE 6:  SOFTWARE
MAINTENANCE SERVICES


 


6.1                                 Software Maintenance
Agreements.  For each customer purchasing a license for
the Products in the Territory, Toshiba and/or the Dealer Associates shall use
its reasonable best efforts to persuade such customer to purchase annual or
long-term software maintenance services under a software maintenance program.
Such software maintenance services shall include updates and upgrades  to the Vitrea®, Vitrea fX and other applicable Products
that have been purchased by the customer, free of charge to the customer, for
so long as Toshiba and/or Dealer Associate is current in its payment of fees
for software maintenance services. 
Included in software maintenance services is the provision of updates,
which are new versions of the products that include enhancements and upgrades and are
released to Vital Images’ general installed base, and corrections, which are fixes to errors in the Products that are
reported by Vital Images customers and are released to Vital Images’
general installed base.
It is agreed between the parties that newly released options to Vitrea® or Vitrea fX except for those listed in Exhibit E
and purchased by the customer, shall be excluded from such updates and
upgrades, unless explicitly agreed between the parties.  Provided, however, even after the Warranty Period
(hereinafter defined in Section 9.1(a)), upon written request from Toshiba
or its Dealer Associates for any particular end-user, for up to six (6) months
after the expiration date of the Warranty Period, Vital Images shall, without
charge, upgrade or update such end-user’s Product to its latest version
available within the end-user’s Warranty Period, with downward
compatibility.  Further, regardless of
whether a customer is under a warranty or software maintenance program, in the
event Vital Images issues a correction related to a patient safety issue
resulting in a product recall or similar governmental action, Vital Images shall provide such correction to
the customers affected at no charge with prior written notice to Toshiba.


 


6.2                               First Level
Maintenance Service.   Toshiba and/or
the Dealer Associates shall provide the First Level Maintenance to customers
outside the United States.  Vital Images
shall provide First Level Maintenance to customers within the United States,
unless defined otherwise in a Service Level Agreement.


 


6.3                               Second Level Maintenance Service.  
Vital Images shall provide the Second Level Maintenance to Toshiba and
the Dealer Associates.   In accordance
with their technical ability, and based upon their prior experience and
training by Vital Images, except for the United States, Toshiba and/or the
Dealer Associates shall use their reasonable best efforts to assist Vital
Images in providing the Second Level Maintenance for the benefit of customers
in the Territory.  Toshiba shall
pay Vital Images to provide Second Level Maintenance at the amounts set forth
in Exhibit E.


 


6.4                                 Customer Contact.  Except as set forth in Section 6.3
outside the U.S., and Sections 6.2 and 6.3 within the U.S., Toshiba and/or the
Dealers Associates shall have the primary responsibility for direct contact
with customers in the Territory in regard to the function, application,
installation or maintenance of the 


 


9

















 


Products under the First
Level Maintenance and the Second Level Maintenance, provided that Vital Images
may contact directly any customer not enrolled in support to enter into a
support and maintenance  agreement.


 


ARTICLE 7:  PRICES AND PAYMENTS


 


7.1                                Prices.  Toshiba and the Dealer Associates shall pay
Vital Images in accordance with the prices for the Products and the
Services as specified
in the Product Price List, Exhibit E hereto. All Product Price List
prices are for shipment from Vital Images’ facilities to its destination.  Any special packing or handling shall be at
the sole expense of Toshiba.


 


In recognition of the purchase commitments made by Toshiba and its
Dealer Associates pursuant to Section 5.5 of this Agreement, Vital Images
hereby covenants and agrees that the transfer price charged to Toshiba and its
Dealer Associates for the standalone Products and Product for Japan shall at
all times be lowest transfer price charged by Vital Images to anyone, except
for governmental customers, research sites, training sites, show sites,
luminaries, collaborators, and resolution of customer satisfaction issues.  If Vital Images provides a lower transfer
price to an entity not set forth above, the parties shall meet to discuss
whether to adjust the pricing set forth herein.


Toshiba is free to resell the Products and maintenance support services
at any price at which Toshiba deems appropriate. Vital Images will not coerce
or otherwise dictate such resale price.


 


7.2                                Payment Terms.  For each order of the Products or Services
Toshiba and/or its Dealer Associates, who ordered such Products or Services,
shall pay for Product in accordance with the Product Price List in U.S. Dollars
within forty-five (45) days of the date of shipment or forty-five (45) days
from the invoice date whichever is later. Notwithstanding
the foregoing, if a Service Level Agreement is agreed for Services in the US
market, payment terms may be set forth in the Service Level Agreement. With regard to Products sold
in Japan, Toshiba shall seek an
exemption from withholding tax obligations to the extent available under
applicable tax treaties between U.S.A. and Japan, and Vital Images shall
reasonably cooperate with Toshiba in completing and executing any documents
necessary for obtaining such exemption, including, without limitation,
providing Toshiba with the U.S. residency certificates, completing and
executing relevant documents to be submitted to applicable taxation
authorities.


 


7.3                                 Overdue Payments.  If and for so long as any payment from
Toshiba to Vital Images under this Agreement shall be overdue:


 


(a)                                  Interest at twelve percent
(12%) per annum or the highest rate permitted under applicable law, whichever
is lower, shall become due on all balances outstanding that are past due by
more than 30 days from the date that Vital Images provides written notice to
Toshiba or Dealer Associate, as the case may be, of such past due amount,
provided, however, that if payment is not made by the expiration of such 30-day
period, the above-mentioned interest will be paid beginning the original due
date of the payment; and


 


(b)                                 Vital Images reserves the
right to withhold or suspend shipment of the Products to Toshiba and/or the Dealer
Associate if there is an unsettled outstanding balance owed by Toshiba or the Dealer
Associate to Vital Images, provided, however, that Vital Images shall first
provide Toshiba or the Dealer Associate, as the case may be, with 30-days prior
written notice and opportunity to cure before withholding or suspending
shipment under this paragraph. Any such withholding or suspension will be
effected only against the Dealer Associate that has an unsettled outstanding
balance, and not other Dealer Associates or Toshiba.


 


ARTICLE
8:  APPROVALS; ADVERSE REACTIONS; PRODUCT
RECALLS


 


8.1                                Government Approval.  Vital Images shall make diligent efforts to
prepare and file all applications required to obtain all necessary Government
Approval for each country in the Territory specified in Exhibit B
hereto, the Principal Countries, where such Government Approval has not already
been


 


10
















 


obtained. 
For all other countries in the Territory, if any, Vital Images shall
diligently prepare and file all applications required to obtain all necessary
Government Approval for each such country as Vital Images, in its sole
discretion, deems necessary.  Vital
Images shall keep Toshiba apprised of its progress with respect to any such
applications.  Toshiba shall furnish
Vital Images with such assistance and cooperation as may be reasonably
requested in connection with the securing of such Government Approval.  Notwithstanding the above, with regard to the Products for Japan, it is
understood between the parties that Toshiba will (i) be a legal
manufacturer solely for the purpose of Government Approval of the Toshiba CT
System incorporating the Products as option (provided that Toshiba’s status or
appearance as such legal manufacturer and this Article 8.1 shall not
affect the provisions in Article 3.4 nor Vital Images’s status as the
developer of the Products and owner of all rights therein), and (ii) be
required to file all applications required to obtain all necessary registration
and/or Government Approval, including, without limitation, approval under the
Pharmaceutical Affairs Laws of Japan as may be amended from time to time, for
the Toshiba CT System to be sold by Toshiba in Japan.  Vital Images shall
furnish Toshiba with such assistance and cooperation as may be reasonably
requested in connection with the securing of such Government Approval.


 


8.2                                 Compliance. Vital Images  shall 
comply with all applicable regulatory requirements.  However, Toshiba shall provide all
information within its possession  to
Vital Images necessary for Vital Images to comply with its medical device
reporting requirements to the FDA or any other comparable regulatory body elsewhere
in the world.  Toshiba shall maintain
records of distribution in case of recalls and handling of feedback to meet
regulatory requirements.  Vital Images
shall comply with all health registration laws, regulations and orders of any
government entity within the Territory and with all other governmental
requirements relating to the promotion, marketing and sale of the Products in
each country in the Territory.  Toshiba
shall submit all advertising claims to Vital Images for written approval prior
to their first use by any party, such consent not to be unreasonably withheld.
Toshiba will comply with all applicable regulatory requirements applicable to
Toshiba’s marketing and sale of the Products.


 


8.3                                 Adverse Event Reporting.  Toshiba shall advise Vital Images, by
telephone or facsimile, or other electronic communication means within twenty-four (24) hours
or in case the event occurred a day before or on a national holiday or weekend,
then the next working business day after it becomes aware of any adverse event
(which is defined as personal injury or death) from the use of any Product or
malfunction of any Product.  Unless
otherwise required by applicable local laws, Toshiba shall advise Vital Images
of any such adverse event prior to any report or filing being made by Toshiba
with the FDA or any other comparable regulatory body elsewhere in the world.
Vital Images shall appoint an Authorised Representative according to the
European Union Medical Devices Directive MDD 93/42/EEC as set forth in Exhibit I.


 


8.4                                 Corrective Action.


 


(a)          Notice of Corrective Action.  If Vital Images believes that a corrective
action with respect to the Products is desirable or required by law, or if any
governmental agency having jurisdiction (including, without limitation, the
FDA) shall request or order any corrective action with respect to the Products,
including any recall, customer notice, restriction, change, corrective action
or market action or any Product change, Vital Images shall promptly notify
Toshiba and the Dealer Associates.  Any
and all corrective actions shall be conducted at the expense of Vital Images,
except costs associated with notifying customers of such corrective
action.  Toshiba and/or the Dealer
Associates shall maintain complete and accurate records, for such periods as
may be required by applicable law, of all Products they sold.  The parties shall cooperate fully with each
other in effecting any corrective action with respect to the Products pursuant
to this Article 8.4, including communication with any customers and
Toshiba shall cause its Dealer Associates, and itself shall comply with all
reasonable directions of Vital Images’ regarding such corrective action.  This Article 8.4 shall not limit the
obligations of either party under law regarding any corrective action with
respect to the Products required by law or properly mandated by governmental
authority.  With regard to the Products for Japan,  if a corrective action with respect to the
Products incorporated in the Toshiba CT Systems is required by law, or if any
governmental agency having jurisdiction (including, without limitation,
Ministry of Health, 


 


11

















 


Labour and Welfare) shall request or order any corrective action with
respect to the Products incorporated in the Toshiba CT Systems, including any
recall, customer notice, restriction, change, corrective action or market
action or any Product change, TOSHIBA shall promptly notify Vital Images.  Any and all corrective actions shall be
conducted at the expense of Vital Images, except costs associated with
notifying customers of such corrective action. 
Toshiba shall maintain complete and accurate records, for such periods
as may be required by applicable law, of all Toshiba CT Systems they sold.  The parties shall cooperate fully with each
other in effecting any corrective action with respect to the Products pursuant
to this Article 8.4, including communication with any customers and Vital
Images shall comply with all reasonable directions of TOSHIBA’ regarding such
corrective action.  This Article 8.4
shall not limit the obligations of either party under law regarding any
corrective action with respect to the Products required by law or properly
mandated by governmental authority.


 


(b)         Refund.  If any Products are required to be returned to
Vital Images pursuant to this Article 8.4 and no replacement is provided
therefore by Vital Images, Vital Images shall refund to Toshiba’s or the Dealer
Associate’s customers any unearned license fees paid to Toshiba or the Dealers
Associates (the amount of the license fee each such customer paid for the
products, less a reasonable value for use determined by prorating the license
fee paid on a thirty-six (36) month straight-line amortization method). Vital Images
shall indemnify Toshiba or the Dealer Associate from any actions made by
Toshiba’s or the Dealer Associate’s customers claiming reimbursement of license
fees, whether or not in excess of the amount specified in this paragraph.


 


ARTICLE
9:  WARRANTIES AND REPRESENTATIONS;
INDEMNIFICATION


 


9.1                                 Product Warranties to
Customers.  Vital Images hereby authorizes Toshiba and
the Dealer Associates to pass through to its customers Vital Images’ standard
software warranties as set forth below.


 


(a)                                  Limited Warranty.


 


(i) Vital  Images warrants
to Toshiba and the Dealer Associates for * * * months from the license issuance
date, or * * *months from the Delivery date, except for Toshiba in Japan where
Vital Images warrants for * * *months from the license issuance date or * *
*months from the Delivery date, whichever expires first (the “Warranty Period”),
that the Products, when properly installed and operated, will perform the
functions described in the functional specifications for the Products, as
contained in the applicable written documentation for the Products, and that
such Product shall be upgraded or updated to its latest version with the
assurance of downward compatibility. Vital Images shall have no obligation
under this provision if (a) the Products have not been properly installed,
used or maintained (except for any maintenance performed by Vital Images), in
accordance with Vital Images’ then-applicable operating manuals; or (b) the
Products have been modified in any manner by anyone other than Vital Images, or
are used or combined with other computer software programs (other than standard
operating software) not approved by Vital Images, hardware not validated by
Vital Images and without the prior written consent of Vital Images; or (c) the
Products have been distributed to a customer with any warranties or
representations, oral or written, made by Toshiba or any third party beyond
those expressly set forth herein., however Vital Images will nevertheless be
responsible for performing its warranty obligations to the extent set forth in
this paragraph, but not for the additional warranties made by Toshiba or any
third party.


 


(ii) Toshiba
may offer its customers an extended software Warranty at the time of issuing
Vital Images a Purchase Order, subject to the pricing set forth in Exhibit E
and the terms set forth in Article 9.1(a)(i), and subject to Toshiba’s
paying Vital Images with the software order.


 


* * *
Confidential Treatment has been requested, the portion indicated has been
redacted and the redacted portion has been separately filed with the Securities
and Exchange Commission.


 


12

















 


(iii)   The warranty for sale of any Product in
Germany will be * * * months
from installation, subject to Toshiba’s paying Vital Images an amount equal to * * * of the maintenance fees that
would have been paid for the * * *months
of the warranty period in Germany, had the warranty not been extended pursuant
to this Article 9.1(a)(ii).


 


(iv) Toshiba
may include annual
or long-term software maintenance services for the Products as part of Toshiba’s
service contract proposals to its customers. However, if the Toshiba customers
do not wish to sign up to such extended software maintenance or software
maintenance services, Toshiba is not precluded from offering its medical
equipments or service
contract without such software maintenance.


 


(b)                                 Exclusive Remedy.  Vital Images’ entire liability for any
warranty claim made by Toshiba or the Dealer Associates under Section 9.1(a) above
during the Warranty Period, and
Toshiba’s and its Dealer Associates’ exclusive remedy for any such claim, shall
be for Vital Images, at its option, to either (i) replace any defective
media which prevents the Products from satisfying the limited warranty described
in Section 9.1(a); or (ii) attempt to correct any material and
reproducible errors reported by Toshiba or the Dealer Associate. Toshiba will
have the right to return the affected licenses and receive a refund of the
license fees paid by the customers of Toshiba and the Dealer Associates for the
affected Products if Vital Images, after exercising all reasonable commercial
efforts, is unable to correct the errors within 30 days (unless otherwise
agreed by the parties) from the date it receives notice of such error. Such
refund will be provided no later than 60 days from the date of Toshiba’s
written request for refund.  Vital Images
does not warrant that the operation of the Products will be uninterrupted or
error-free, that all errors in the Products will be corrected, that the
Products will satisfy customer’s requirements or that the Products will operate
in the combinations which such customer may select for use.


 


(c)                              Warranty
Extension.  Replacement or correction
of all or any part of the Products does not extend the Warranty Period.  However, if Vital Images is unable to correct
an error by the deadline by which it projected such correction, the warranty
will be extended for the number of days for which the error remains uncorrected
beyond such deadline Notwithstanding the foregoing, and notwithstanding Section 9.1(a) above,
in the event that the Products have been installed on a hardware platform which
has been recommended in writing by Vital Images, and do not perform because the
Products are not compatible with such hardware, the Warranty Period shall not
commence until the date on which all issues defined in the customer’s warranty
claim regarding the hardware have been resolved. Vital Images and its third
party licensors expressly disclaim any commitment to provide maintenance or
support of the Products beyond the Warranty Period, in the absence of entering
into a separate software maintenance arrangement with Vital Images and except
to the extent stated in Section 6.1 for the 6 month post warranty grace
period. Furthermore, the Products are derived from and include software from
third party licensors, who make no warranty, express or implied, regarding the
Products, who disclaim any and all liability for the Products and who will not
undertake to provide any information or support regarding the Products.


 


(d)                                 Maintenance Obligations.  As part of its First Level Maintenance
obligations outside the U.S., Toshiba shall and it shall cause its Dealer
Associates to promptly inform Vital Images of any claims made by their
customers in the Territory under such software warranties.  All such warranty claims shall state the
nature and details of the claim, the date the cause of the claim was first
observed and the serial number of the Products concerned, if any.  Further, all such warranty claims must be
received by Vital Images before the expiration of the Warranty Period for such
customer, or will be handled as part of Maintenance and Support for customers
who remain current in their fees for Maintenance and Support.


 


* * *
Confidential Treatment has been requested, the portion indicated has been
redacted and the redacted portion has been separately filed with the Securities
and Exchange Commission.


 


13

















 


9.2                                 Warranty to Toshiba.  Vital Images hereby represents and warrants
to Toshiba:


 


(a)                                  Vital Images owns or has the
lawful right from others to grant the rights to market and distribute the
Products as set forth in this Agreement;


 


(b)                                 Vital Images has entered into
an agreement with PointDx, Inc. and has procured any necessary license
from PointDx, Inc. to fulfill its obligations under this Agreement. Vital
Images has no knowledge of any claim of infringement by the Products of any
third party intellectual property rights, such as patents, copyrights, trade
secrets or trademarks; and


 


(c)                                  Vital Images has taken all
appropriate corporate action to authorize execution and performance of this
Agreement.


 


9.3                                Limited Warranty.  THE WARRANTIES SET FORTH IN ARTICLES 9.1 AND  9.2 ABOVE ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY
VITAL IMAGES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.


 


9.4                                Indemnification of Toshiba.  Vital Images hereby agrees to indemnify,
defend and hold Toshiba and/or Dealer Associates harmless from any third party
suit, claim or other legal action (“Legal Action”) (i) that alleges any
bodily injuries or death and damages to tangible property caused solely by use
of the Products, but only to the extent caused or contributed to by Vital
Images, and/or (ii) that alleges the Products, or any of them, infringe
any patent, copyright, or trade secret, including any reasonable costs or legal
fees thereby incurred by Toshiba and/or the Dealer Associates.  Vital Images shall be given written notice of
any Legal Action within thirty (30) days of Toshiba’s and/or Dealer Associates
first knowledge thereof, provided, that, the failure of Toshiba and/or Dealer
Associates to notify Vital Images of any such matter within the thirty (30) day
period shall not release Vital Images, in whole or in part, from its
obligations under this Section 9.4, except to the extent Toshiba’s and/or
Dealer Associates’ failure to so notify Vital Images materially prejudices
Vital Images’ ability to defend against such Legal Action.  Vital Images shall have sole and exclusive
control of the defense of any Legal Action, including the choice and direction
of any legal counsel.  Toshiba and/or
Dealer Associates may not settle or compromise any Legal Action without the
written consent of Vital Images.  Toshiba
and/or Dealer Associates shall provide all reasonably requested assistance to
Vital Images, at Vital Images’ expense. 
If a Product is found to infringe any such third party intellectual
property right in such a Legal Action, at Vital Images’ sole discretion and
expense, Vital Images may (i) obtain a license from such third party for
the benefit of Toshiba and/or Dealer Associates and their customers; or (ii) replace
or modify the Product so that it is no longer infringing; or (iii) if
neither of the foregoing is commercially feasible, terminate this Agreement and
refund to Toshiba and/or the Dealer Associates all amounts previously paid by
Toshiba and/or the Dealer Associates for the Software and the Products.


 


9.5                                Indemnification of Vital
Images.  Toshiba hereby agrees to indemnify, defend
and hold Vital Images harmless from any and all claims, demands, losses and
liabilities, including any reasonable costs or legal fees thereby incurred by
Vital Images, resulting from Toshiba’s acts or omissions, including, without
limitation, misrepresentations regarding the Products, any violation of
applicable laws or regulations relating to the marketing and distribution of
the Products, any breach of any covenant or term in this Agreement, any failure
by Toshiba to provide the required support or training to end users or to
properly install the Products to the extent specified in this Agreement; and
any misappropriation by a Toshiba or the Dealer Associate customer of any Vital
Images intellectual property.


 


Vital Images hereby
agrees to indemnify, defend and hold Toshiba and/or Dealer Associates harmless
from any and all claims, demands, losses and liabilities, including any
reasonable costs or legal fees thereby incurred by Toshiba and/or Dealer
Associates, resulting from Vital Images’ acts or omissions, including, without
limitation, misrepresentations regarding the Products, any violation of applicable
laws or regulations relating to the marketing and distribution of the Products,
or any failure by Vital Images to provide the required support or training to
end users or to properly install the Products to the extent specified in this
Agreement.


 


14

















 


ARTICLE 10:  LIMITATION OF REMEDIES


 


10.1                          Delay.   The delivery date for each order placed by
Toshiba or the Dealer Associate will be indicated on Toshiba or the Dealer
Associate’s purchase order.  Once Vital
Images accepts such purchase order, if Vital Images fails to deliver the
Products within twenty (20) days of the deadline(s) indicated in such
purchase orders, Toshiba or the Dealer Associate shall have the right to cancel
such order and  purchase equivalent
products from an alternative source. 
Vital Images shall pay Toshiba or the Dealer Associate for the
difference between the price of the alternative product and the price for the
Products under the cancelled purchase order(s), not later than twenty (20) days
following receipt of Toshiba or the Dealer Associate’s invoice.


 


10.2                          Sole Remedies.   THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH
OF ANY AND ALL WARRANTIES  AND THE SOLE
REMEDIES FOR VITAL IMAGES’ LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE
OR PRODUCTS LIABILITY) WITH RESPECT TO THE PRODUCTS AND THEIR USE, THE SERVICES
COVERED BY THIS AGREEMENT, AND ALL OTHER PERFORMANCE BY VITAL IMAGES UNDER THIS
AGREEMENT SHALL BE LIMITED TO THE REMEDIES PROVIDED IN THIS AGREEMENT.


 


10.3                          Consequential Damages.  VITAL IMAGES AND TOSHIBA OR THE DEALER
ASSOCIATE SHALL HAVE NO LIABILITY OF ANY KIND FOR ANY SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE, EVEN IF VITAL IMAGES OR TOSHIBA OR THE
DEALER ASSOCIATE SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL
LOSS OR DAMAGE BY TOSHIBA OR THE DEALER ASSOCIATE OR VITAL IMAGES.  IN NO EVENT SHALL  VITAL IMAGES BE LIABLE FOR ANY DAMAGES IN
EXCESS OF THE AGGREGATE AMOUNTS ACTUALLY PAID BY TOSHIBA OR DEALER ASSOCIATE TO
VITAL IMAGES UNDER THIS AGREEMENT, EXCEPT FOR ACTIONS FOR BODILY INJURY OR
DEATH BROUGHT BY THIRD PARTIES, TANGIBLE PROPERTY DAMAGE, INTELLECTUAL PROPERTY
INFRINGEMENT, ACTIONS ARISING UNDER FDA OR APPLICABLE LOCAL REGULATIONS IN THE
TERRITORY, OR AS OTHERWISE PROVIDED UNDER THIS AGREEMENT OR BY LAW.


 


ARTICLE 11: 
CONFIDENTIALITY


 


11.1                          Confidential Information;
Term.  All Confidential Information shall be deemed
confidential and proprietary to the party disclosing such information
hereunder.  Each party may use the
Confidential Information of the other party during the term of this Agreement
only as permitted or required for the receiving party’s performance
hereunder.  The receiving party shall not
disclose or provide any Confidential Information to any third party and shall
take reasonable measures to prevent any unauthorized disclosure by its
employees, agents, contractors or consultants during the term hereof including
appropriate individual nondisclosure agreements.  The foregoing duty shall apply to any
Confidential Information for a period of five (5) years from the date of
its disclosure. All confidential information must be clearly and
conspicuously marked by the disclosing party as proprietary information.  Any proprietary information that is disclosed
orally must be identified as 
confidential at the time of disclosure and must be confirmed in writing
no later than thirty (30) days following disclosure.


 


11.2                          Exclusions.  The following shall not be considered
Confidential Information for purposes of this Article 11:


 


(a)                                  Information which is or
becomes in the public domain through no fault or act of the receiving party;


 


(b)                                 Information which was
independently developed by the receiving party without the use of or reliance
on the disclosing party’s Confidential Information;


 


15

















 


(c)                                  Information which was
provided to the receiving party by a third party under no duty of
confidentiality to the disclosing party; or


 


(d)                                 Information which is required
to be disclosed by law, provided, however, prompt prior notice thereof shall be
given to the party whose Confidential Information is involved.


 


ARTICLE
12:  TRADEMARKS


 


12.1                          Use of Trademarks.  Vital Images hereby grants to Toshiba and the
Dealer Associates, and Toshiba and the Dealer Associates hereby accepts from
Vital Images, a nonexclusive, nontransferable and royalty-free license to use
the Vital Images trademarks specified in the List of Trademarks, Exhibit H
hereto, as such list may be modified from time to time, solely in connection
with the distribution, promotion, advertising and maintenance of the
Products.  Toshiba shall cause its Dealer
Associates, and itself shall not use any other marks or trade names in
connection with the marketing and distribution of the Products.  All such Vital Images trademarks shall be
used by Toshiba and/or the Dealer Associates in accordance with Vital Images’
standards, specifications and instructions, but in no event beyond the term of
this Agreement.    Toshiba and the Dealer
Associates are not granted any right, title or interest in such trademarks
other than the foregoing limited license, and Toshiba shall cause its Dealer
Associates, and itself shall not use any Vital Image trademarks as part of
Toshiba’s or the Dealer Associate’s corporate or trade name or permit any third
party to do so.


 


12.2                          Registration.  Vital Images shall use its best efforts to
register the Vital Images trademarks specified in the List of Trademarks, Exhibit H
hereto, as such list may be modified during the term of this Agreement, within
the Territory when and if Vital Images determines, in its sole discretion, that
registration is necessary or useful to the successful distribution of the
Products.  Vital Images shall be the sole
party to initiate any such registration and shall bear all the expenses
thereof.


 


12.3                          Markings.  Toshibas shall cause its Dealer Associates,
and itself shall not remove or alter any Vital Images trade names, trademarks,
copyright notices, serial numbers, labels, tags or other identifying marks,
symbols or legends affixed to any Products, or images generated by such
Products, documentation, containers or packages.  All promotional materials prepared by Toshiba
relating to the Products, regardless of manner or media of display, shall
conspicuously bear attribution to Vital Images.


 


12.4                          Infringement.  Toshiba shall cause its Dealer Associates,
and itself shall promptly notify Vital Images in writing of any unauthorized
use of Vital Images’ trademarks or similar marks which may constitute an infringement
or passing off of Vital Images’ trademarks, to the extent known to Toshiba or
its Dealer Associates.  Vital Images
reserves the right in its sole discretion to institute any proceedings against
such third party infringers, and Toshiba shall refrain from doing so.  Toshiba shall cooperate fully with Vital
Images in any legal action taken by Vital Images against such third parties,
provided that Vital Images shall pay all expenses of such action.  All damages, which may be awarded or agreed
upon in settlement of any legal action, shall accrue to Vital Images.


 


12.5                          Termination of Use.  Toshiba shall not adopt, use or register any
words, phrases or symbols which are identical to or confusingly similar to any
of Vital Images’ trademarks.  Upon
termination of this Agreement, Toshiba shall immediately cease any use of the
Vital Images trademarks in any manner. 
In addition, Toshiba hereby empowers Vital Images and shall assist Vital
Images, if requested, to cancel, revoke or withdraw any governmental registration
or authorization permitting Toshiba to use Vital Images trademarks in the
Territory.


 


12.6                          Toshiba
Trademarks. Vital Images will not, under any circumstances, use any of
Toshiba’s or Dealer Associates’ trademarks, without Toshiba’s prior written consent.  Vital
Images shall not adopt, use or register any words, phrases or symbols which are
identical to or confusingly similar to any of Toshiba’s or Dealer Associates’  trademarks without Toshiba’s or the
applicable Dealer Associate’s prior written consent.


 


16

















 


ARTICLE
13:  TAXES AND DUTIES


 


13.1                          Taxes in the Territory.  Toshiba and/or its Dealer Associates shall be
responsible for and shall pay all taxes (except Vital Images’ income taxes),
duties, import deposits, assessments and other governmental charges, however
designated, which are now or hereafter imposed by any governmental authority or
agency that are based on (a) the payment of any amount by Toshiba or the
Dealer Associates to Vital Images pursuant to this Agreement for the Products
or the use thereof, or (b) the import of the Products into the Territory
if such transaction is international in nature.


 


13.2                          Net Payments.  All payments to be made by Toshiba and its
Dealer Associates to Vital Images pursuant to this Agreement represent net
amounts Vital Images is entitled to receive and shall not be subject to any
deductions for any reason whatsoever except as allowed in this Agreement or by
law.  In the event any of said charges
become subject to withholding taxes, duties, import deposits, assessments or
other governmental charges, however designated, except Vital Images’ income
taxes, said payments from Toshiba or its Dealer Associates shall be increased
to such an extent as to allow Vital Images to receive the net amounts due under
this Agreement.


 


ARTICLE 14:  IMPORT AND EXPORT OF PRODUCTS


 


14.1                          Import Documentation.  If applicable, Toshiba shall be responsible
for obtaining all licenses and permits required to import the Products into the
Territory in accordance with applicable laws or regulations in the Territory.


 


14.2                          Export Regulations.  If applicable, Toshiba shall supply Vital
Images on a timely basis with all necessary information and documentation
reasonably requested by Vital Images for export of the Products in accordance
with U.S. export control laws or regulations. Promptly after execution of this
Agreement, Vital Images will notify Toshiba and its Dealer Associates of the
U.S. export status of the Products, and will make its best efforts to continue
to update Toshiba and its Dealer Associates of any changes in the export status
of the Products based on any changes in the U.S. export regulations.  Vital Images shall be responsible for
compliance with all applicable U.S. Export Administration Regulations for all
Products shipped by it to Toshiba or the Dealer Associates. If applicable,  Toshiba hereby assures Vital Images that:


 


(a)                                  Toshiba shall cause its
Dealer Associates, and itself shall not re-export, directly or indirectly, the
Products or the direct product of the Products to any destination forbidden
under the then-applicable U.S. Export Administration Regulations;


 


(b)                                 Toshiba’s commitment in
paragraph (a) above shall apply in all cases unless the U.S. Export
Administration Regulations expressly permit such re-export or the U.S. Commerce
Department’s Office of Export Licensing has granted such authorization in
writing; and


 


(c)                                  Toshiba’s commitment in
paragraph (a) above shall survive termination of this Agreement.


 


ARTICLE 15: 
TERM AND TERMINATION


 


15.1                          Term.  This Agreement shall take effect as of January 1,
2009 and shall have an initial term through December 31, 2013 (the “Term”).  At the end of the Term, this Agreement shall
automatically terminate unless prior to the date of termination, this Agreement
is extended pursuant to the mutual written agreement of Toshiba and Vital
Images. However, in the event of a Change of Control, as defined in Section 18.11
of this Agreement, Toshiba may, in its sole discretion, extend this Agreement
for up to an additional term of three (3) years from the date of the
Change of Control, by providing Vital Images written notice, specifying the
term for which it seeks to extend the agreement. Such notice must be provided
no later than 30 days prior to the expiration of the initial Term of this
Agreement. In the event of such extension, Toshiba shall have the continued
right for the duration of the extension to obtain the 


 


17

















 


products and
services available under this Agreement at prices and under terms to be
mutually determined, negotiating in good faith, which prices shall not exceed
the commercially-available prices for such products and services, and all terms
and conditions of this Agreement, including pricing and the Commitment, will
discontinue for the extension term of the Agreement, unless otherwise agreed by
the parties in writing.


 


15.2                          Termination.  Notwithstanding the provisions of Section 15.1
above, this Agreement may be terminated earlier by either party upon written
notice to the other party:


 


(a)                                  If the other party files a
petition of any type as to its bankruptcy, is declared bankrupt, becomes
insolvent, makes an assignment for the benefit of creditors, goes into
liquidation or receivership or otherwise loses legal control of its business
voluntarily;


 


(b)                                 If the other party is in
material breach of this Agreement and has failed to cure such breach within
thirty (30) days of receipt of written notice thereof from the first party;


 


(c)                                  If an event of Force Majeure
continues for more than six (6) months.


 


(d)                                 If Vital Images so elects due
to a Legal Action, as specified in Article 9.4 above.


 


(e)                                  Upon mutual agreement by both
parties.


 


(f)                                    After
* * *, the agreement may be terminated on * * * of * * *  year provided a * * * is provided by Toshiba
to ViTAL by * * * .  Toshiba is
responsible for delivering the minimum commitment for then-current year.


 


This
Agreement may also be terminated by Toshiba in the event of a Change of
Control, if the acquiring entity is a competitor of Toshiba, defined as *
* *, * *
*, and* * *.
Toshiba will provide Vital Images with thirty (30) days’ prior written notice
of termination.


 


15.3                          Rights and Obligations on
Termination.  Upon the effectiveness of any termination of
this Agreement for any reason, the parties shall have the following rights and
obligations:


 


(a)                                  Subject to obligations set
forth in Section 15.2(f) , neither party shall be released from the
obligation to make payment of all amounts then or thereafter due and payable;


 


(b)                                 The rights of any customer of
Toshiba or the Dealer Associates who holds a valid license for the Products
prior to the effective date of such termination shall not be affected;


 


(c)                                  Toshiba’s indemnification
obligation under Article 2.2, Vital Images’ obligations to provide First
Level Maintenance (U.S.) and Second Level Maintenance as well as Second Level
Installation for all purchase orders submitted by Toshiba and/or Dealer
Associates prior to the date of termination of this Agreement, and the parties’
obligations under Articles 7, 8, 9, 10, 11, 12, 13, 16, 17, and 18.11 [need to
update section numbers when contract final] shall survive any termination of
this Agreement;


 


(d)                                 Unless the parties otherwise
agree in writing, Toshiba shall cause its Dealer Associates and itself shall
return all copies of the Products and any other items of Confidential
Information to Vital Images and, if applicable, shall erase all copies of the
Products from its computer systems and shall certify in writing to Vital Images
that it has done so; and


 


(e)                                  Unless the parties otherwise
agree in writing, Vital Images shall return all Confidential Information of
Toshiba or the Dealer Associate and any copy thereof to Toshiba or the Dealer
Associate.


 


* * *
Confidential Treatment has been requested, the portion indicated has been
redacted and the redacted portion has been separately filed with the Securities
and Exchange Commission.


 


18

















 


ARTICLE
16:  FORCE MAJEURE


 


16.1                          Definition.  “Force Majeure” shall mean any event or
condition beyond the reasonable control of either party which prevents, in
whole or in material part, the performance by one of the parties of its
obligations hereunder or which renders the performance of such obligations so
difficult or costly as to make such performance commercially unreasonable.  Without limiting the foregoing, the following
shall constitute events or conditions of Force Majeure:  acts of State or governmental action, riots,
disturbance, war, strikes, lockouts, slowdowns, prolonged shortage of energy or
other supplies, epidemics, fire, flood, hurricane, typhoon, earthquake,
lightning and explosion, or any refusal or failure of any governmental
authority to grant any export license legally required.


 


16.2                          Notice.  Upon written notice to the other party, a
party affected by an event of Force Majeure shall be suspended without any
liability on its part from the performance of its obligations under this
Agreement, except for the obligation to pay any amounts due and owing
hereunder.  Such notice shall include a
description of the nature of the event of Force Majeure, and its cause and
possible consequences.  The party
claiming Force Majeure shall also promptly notify the other party of the
termination of such event.


 


16.3                          Suspension of Performance.  During the period that the performance by one
of the parties of its obligations under this Agreement has been suspended by
reason of an event of Force Majeure, the other party may likewise suspend the
performance of all or part of its obligations hereunder to the extent that such
suspension is commercially reasonable.


 


ARTICLE
17:  ARBITRATION


 


17.1                          Dispute Resolution.  Except as provided in Section 17.2
below, Vital Images and Toshiba shall each use its best efforts to resolve any
dispute between them promptly and amicably and without resort to any legal
process if feasible within thirty (30) days of receipt of a written notice by
one party to the other party of the existence of such dispute.  Except as provided in Section 17.2
below, no further action may be taken under this Article 17 unless and
until executive officers of Vital Images and Toshiba have met in good faith to
discuss and settle such dispute.  The
foregoing requirement in this Article 17.1 shall be without prejudice to
either party’s right, if applicable, to terminate this Agreement under Article 14.2
above.


 


17.2                          Litigation Rights Reserved.  If any dispute arises with regard to the
unauthorized use or infringement of the Confidential Information by any party
hereto, the party whose Confidential Information is being infringed may seek
any available remedy at law or in equity from a court of competent
jurisdiction.


 


17.3                          Procedure for Arbitration.  Except as provided in Section 17.2
above, any dispute, claim or controversy arising out of or in connection with
this Agreement which has not been settled through negotiation within a period
of thirty (30) days after the date on which either party shall first have
notified the other party in writing of the existence of a dispute shall be
settled by final and binding arbitration under the International Arbitration Rules of
the American Arbitration Association (“AAA”). 
Any such arbitration shall be conducted by three (3) neutral arbitrators
appointed by mutual agreement of the parties or, failing such agreement, in
accordance with said Rules.  At least one
(1) arbitrator shall be an experienced computer software professional, and
at least one (1) arbitrator shall be an experienced business attorney with
a background in the licensing and distribution of computer software. Any such
arbitration initiated by Vital Images shall be conducted in Orange County,
California, U.S.A., and any such arbitration initiated by Toshiba or Dealer
Associate shall be conducted in Minneapolis, Minnesota, U.S.A., any such
arbitration to be conducted in the English language.  An arbitral award may be enforced in any
court of competent jurisdiction. 
Notwithstanding any contrary provision in the AAA Rules, the following
additional procedures and rules shall apply to any such arbitration:


 


(a)                               Each party shall have the
right to request from the arbitrators, and the arbitrators shall order upon
good cause shown, reasonable and limited pre-hearing discovery, including (i) exchange
of witness lists, (ii) depositions under oath of named witnesses at a
mutually convenient location, (iii) written interrogatories and (iv) document
requests.


 


19

















 


(b)                                 Upon conclusion of the pre-hearing
discovery, the arbitrators shall promptly hold a hearing upon the evidence to
be adduced by the parties and shall promptly render a written opinion and
award.


 


(c)                                  The arbitrators may not award
or assess punitive damages, consequential or indirect damages against either
party.


 


(d)                                 Each party shall bear its own
costs and expenses of the arbitration and one-half (1/2) of the fees and costs
of the arbitrators, subject to the power of the arbitrators, in their sole
discretion, to award all such reasonable costs, expenses and fees to the
prevailing party.


 


ARTICLE
18:  MISCELLANEOUS


 


18.1                          Relationship.  This Agreement does not make either party the
employee, agent or legal representative of the other for any purposes
whatsoever.  Neither party is granted any
right or authority to assume or to create any obligation or responsibility,
express or implied, on behalf of or in the name of the other party.  Each party is acting as an independent
contractor.


 


18.2                          Assignment.   Toshiba shall not assign or otherwise
transfer its rights and obligations under this Agreement except with the prior
written consent of Vital Images, which consent will not be unreasonably
withheld.  Vital Images shall not assign
or otherwise transfer its rights and obligations under this Agreement except
with the prior written consent of Toshiba, which consent will not be
unreasonably withheld, except that consent may be withheld for any reason
(whether or not reasonable) for assignments or transfers to any of the
following entities: * * *,
* * *, and *
* *.  This restriction against assignment or
transfer by Vital Images shall not apply to any entity who purchases 50% or
more of the shares of stock of Vital Images. 
Any prohibited assignment shall be null and void.


 


18.3                          Notices.  Notices permitted or required to be given
hereunder shall be deemed sufficient if given by registered or certified mail,
postage prepaid, return receipt requested, by private courier service, or by
facsimile addressed to the respective addresses of the parties as first written
above or at such other addresses as the respective parties may designate by
like notice from time to time.  Notices
so given shall be effective upon (i) receipt by the party to which notice
is given, or (ii) on the fifth (5th) day following domestic
mailing or the tenth (10th) day following international
mailing, as may be the case, whichever occurs first.


 


18.4                          Entire Agreement.  This Agreement, including the Exhibits hereto
which are incorporated herein, constitutes the entire agreement of the parties
with respect to the subject matter hereof and supersedes all proposals, oral or
written, and all negotiations, conversations, discussions, and previous
distribution or value added reseller agreements heretofore between the parties,
including, without limitation, the Marketing and Distribution Agreement
dated March 30, 2007, and the amendments 1, 2 and 3 to said Agreement
(together “2007 Agreement”).
However, Vital Images and Toshiba’s rights and obligations concerning pricing,
installation (First Level and Second Level), warranty and maintenance (First
Level and Second Level) for all purchase orders issued under the 2007 Agreement
will continue to be subject to the 2007 Agreement. Toshiba and Vital Images
hereby acknowledge that neither party has been induced to enter into this
Agreement by any representations or statements, oral or written, not expressly
contained herein. Vital Images and Toshiba’s rights and obligations concerning
the SurePlaque will continue to be governed by the License Agreement entered
into between the parties, dated September 7,. 2006.


 


18.5                          Amendment.  This Agreement may not be modified, amended,
rescinded, canceled or waived, in whole or in part, except by written amendment
signed by both parties hereto.


 


18.6                          Publicity.  This Agreement is confidential, and no party
shall issue press releases or engage in other types of publicity of any nature
dealing with the commercial or legal details of this Agreement without the
other party’s prior written approval, which approval shall not be unreasonably
withheld.  However, approval of such
disclosure shall be deemed to be given to the extent such disclosure is
required


 


* * *
Confidential Treatment has been requested, the portion indicated has been
redacted and the redacted portion has been separately filed with the Securities
and Exchange Commission.


 


20
















 


tocomply with governmental rules, regulations or other governmental
requirements.  In such event, the
publishing party shall furnish a copy of such disclosure to the other party.


 


18.7                          Governing Law.   
This Agreement shall be governed by and interpreted under the laws of
the state within which the action is filed as specified in Section 17.3
above, excluding its choice of law rules. “The parties hereby exclude
application of the 1980 United Nations Convention on Contracts for the
International Sale of Goods.”


 


18.8                          Severability.  If
any provision of this Agreement is found unenforceable under any of the laws or
regulations applicable thereto, such provision terms shall be deemed stricken
from this Agreement, but such invalidity or unenforceability shall not
invalidate any of the other provisions of this Agreement.


 


18.9                          Counterparts.  This
Agreement may be executed in two or more counterparts in the English language
and each such counterpart shall be deemed an original hereof.  In case of any conflict between the English
version and any translated version of this Agreement, the English version shall
govern.


 


18.10                    Waiver.  No failure by either party to
take any action or assert any right hereunder shall be deemed to be a waiver of
such right in the event of the continuation or repetition of the circumstances
giving rise to such right.


 


18.11                    Change of Control.  For
purposes of this Agreement, “Change of Control” shall mean: (i) any
merger, statutory share exchange or consolidation of a party with or into any third
party, that entitles the shareholders of the third party to receive at least
one (1) seat on the board of directors and at least thirty-three and
one-third percent (33-1/3%) of the outstanding capital stock of the post-merger
company (provided, however, that
any acquisition merger, statutory share exchange or consolidation of a party
with or into * * *, * * *, and * * *or any of their affiliates  that entitles any such company of at least
thirty-three and one-third percent (33-1/3%) of the outstanding capital stock
of Vital Images shall be a Change of Control, whether or not such entity also
receives a seat on the board of directors of Vital Images; (ii) any third
party becoming the holder of a majority of the capital stock of a party
entitled to vote generally for the election of directors; or (iii) the
sale, lease, assignment, transfer or other conveyance of all or substantially
all of the assets of a party in any transaction or series of transactions by
such party.  In case of “Change of
Control” of either party, that party shall assure that the acquiring equity
shall agree to honor and fullfill the obligation of the party as contained in
this Agreement.


 


18.12                    Board Observer. The parties agree that a representative of
Toshiba shall obtain non-voting “Observer” status for the meetings of the board
of directors of Vital Images, Inc, subject to legal, regulatory or governance
constraints and an agreement that is appropriate for such status. The parties
further agree that they will diligently and in good faith use their best
efforts to determine whether there are any legal, regulatory or governance
obstacles to such an appointment which they mutually agree would render such an
appointment inadvisable. The parties agree that there will be some instances in
which the Observer should not participate and that they will diligently and in
good faith use their best efforts to identify specific circumstances under
which they mutually agree such an Observer would not participate in that
portion of the board meeting (such as owing to conflict-of-interest on a
particular issue or attorney/client communication with the board in a specific
instance). The parties will use their good faith and diligent best efforts to
resolve these issues on or before the 2007 annual meeting of Vital
Images, Inc.


 


* * * Confidential Treatment has been requested, the portion
indicated has been redacted and the redacted portion has been separately filed
with the Securities and Exchange Commission.


 


21

















 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives below.


 


	
  VITAL
  IMAGES, INC.

  	
   

  	
  Toshiba
  Medical Systems

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   /s/ Michael H. Carrel

  	
   

  	
  By

  	
   /s/ Yasuo Nobuta

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name
  Michael H. Carrel

  	
   

  	
  Name
  Yasuo Nobuta

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title
  President and CEO

  	
   

  	
  Title
  General Manager / CT Systems

  



 


LIST
OF EXHIBITS


 


	
  A

  	
   

  	
  Products

  
	
  B

  	
   

  	
  Territory

  
	
  C

  	
   

  	
  List
  of Dealer Associates

  
	
  D

  	
   

  	
  Terms
  and Conditions for the Demonstration License

  
	
  E

  	
   

  	
  Product
  Price List

  
	
  F

  	
   

  	
  Product
  Commitments

  
	
  G

  	
   

  	
  Major
  Trade Show List

  
	
  H

  	
   

  	
  List
  of Vital Images Trademarks

  
	
  I

  	
   

  	
  Authorized
  Representative

  
	
  J

  	
   

  	
  Terms
  and Conditions for the Customer Agreement

  
	
  K

  	
   

  	
  US
  Installation, Education, and Service

  



 


22

















 


VITAL IMAGES, INC. AND TOSHIBA MEDICAL SYSTEMS
CORPORATION


MARKETING AND
DISTRIBUTION AGREEMENT


 


EXHIBIT A


PRODUCTS


 


	
  Vitrea ®

  
	
  VScoreTM option

  
	
  3D Angiography option

  
	
  CT Perfusion option

  
	
  CT Colonography option

  
	
  * * *(a)

  
	
  Automated Vessel Measurements option(b)

  
	
  CT Cardiac option

  
	
  Cardiac
  Functional Analysis option

  
	
  CT Cardiac Option with Peripheral Vessel Probe
  option

  
	
  SUREPlaqueTM option

  
	
  Electro-physiology option

  
	
  Peripheral Vessel Probe option

  
	
  Soft Read option**

  
	
  Nodule Probe option (Lung option)

  
	
  Fusion7DTM Basic option

  
	
  Fusion7DTM Advanced option

  
	
  Fusion7DTM Standard option

  
	
  Fusion7DTM Advanced option with
  DICOMPrint &CDburn

  
	
  Fusion7DTM Standard option with
  DICOMPrint &CDburn

  
	
  Fusion7DTM Basic option with
  DICOMPrint &CDburn

  
	
  MeVis ImageChecker® Lung CAD(Ver.2.0) option

  
	
  MeVis AutoPoint Temporal Comparison option (must
  also buy Lung CAD)

  
	
  MeVis Pulmonary Artery Patency Exam option (must
  also buy Lung CAD)

  
	
  Vitrea ACCESSTM option

  
	
  VitreaACCESS Remote
  option

  
	
  Medicsight Colon CAR
  option

  
	
  Vitrea® fX

  
	
  Dynamic Volume 4D Brain
  Perfusion option

  
	
  * * *(a)

  
	
  * * *(a)

  
	
  ViTALConnect®

  
	
  ViTALEnterprise
  Workstation

  



 






(a)when and if available


(b) * * *


 


* * *
Confidential Treatment has been requested, the portion indicated has been
redacted and the redacted portion has been separately filed with the Securities
and Exchange Commission.


 


23

















 


VITAL IMAGES, INC. AND TOSHIBA MEDICAL SYSTEMS
CORPORATION


MARKETING AND
DISTRIBUTION AGREEMENT


 


EXHIBIT B


TERRITORY


 


Worldwide, except for those countries barred by the


 


Office of Foreign Assets Control (“OFAC”) of
the U.S. Department of the Treasury


 


24

















 


VITAL IMAGES, INC. AND TOSHIBA MEDICAL SYSTEMS
CORPORATION


MARKETING AND
DISTRIBUTION AGREEMENT


 


EXHIBIT C


LIST OF DEALER ASSOCIATES


 


	
  Company
  Name

  	
   

  	
  MAIN COUNTRY

  	
   

  	
  Address

  
	
  TOSHIBA
  AMERICA MEDICAL SYSTEMS, INC.

  	
   

  	
  U.S.A.

  	
   

  	
  2441 MICHELLE DR., TUSTIN, CA 92780, U.S.A.

  
	
  TOSHIBA
  OF CANADA LTD.

  	
   

  	
  CANADA

  	
   

  	
  191 McNABB STREET, MARKHAM, ONTARIO, L3R 8H2
  CANADA

  
	
  TOSHIBA
  MEDICAL SYSTEMS EUROPE B.V.

  	
   

  	
  EUROPE

  	
   

  	
  ZILVERSTRAAT 1, 2718 RP ZOETERMEER, THE
  NETHERLAND

  
	
  TOSHIBA MEDICAL SYSTEMS NV/SA

  	
   

  	
  BELGIUM

  	
   

  	
  Bijkhoevelaan, 32C 2110 Wijnegem-Antwerpen,
  Belgium

  
	
  TOSHIBA MEDICAL SYSTEMS GmbH

  	
   

  	
  GERMANY

  	
   

  	
  Hellersbergstrasse 4, D-41460 Neuss 1, Germany

  
	
  TOSHIBA
  MEDICAL SYSTEMS S.R.L.

  	
   

  	
  ITALY

  	
   

  	
  Via
  Canton 115, 00144 Roma,Italy

  
	
  TOSHIBA
  MEDICAL SYSTEMS Ltd.

  	
   

  	
  U.K.

  	
   

  	
  Boundary
  Court, Gatwick Road, Crawley RH10 9X, U.K.

  
	
  TOSHIBA
  MEDICAL SYSTEMS S.A.

  	
   

  	
  SPAIN
  PORTUGAL

  	
   

  	
  Carretera
  de Fuencarral,Km15,100 Poligono Industrial de Alcobendas 28100,Madrid,Spain

  
	
  TOSHIBA
  MEDICAL SYSTEMS AG

  	
   

  	
  SWITZERLAND

  	
   

  	
  Kreuzlenstrasse
  5.CH-8618, Oetwil am See. Switzerland

  
	
  TOSHIBA
  MEDICAL SYSTEMS Gesellschaft m.b.H.

  	
   

  	
  AUSTRIA

  	
   

  	
  Industriezentrum
  No-Sud Ricoweg 40 A-2351 Wiener Neudorf,Austria

  
	
  TOSHIBA
  MEDICAL FRANCE S.A.

  	
   

  	
  FRANCE

  	
   

  	
  7,Rue
  Ampere-BP14,92802,PUTEAUX Cedex,France

  
	
  TOSHIBA
  (AUSTRALIA) PTY., LTD

  	
   

  	
  AUSTRALIA

  	
   

  	
  MEDICAL
  DIVISION BUILDING C, 12-24 Talavera Road, North Ryde, NSW 2113, AUSTRALIA

  
	
  TOSHIBA MEDICAL DO BRAZIL  LTDA

  	
   

  	
  BRAZIL

  BOLIVIA PARAGUAY

  	
   

  	
  Av. CECI, 328-TAMBORÉ,

  06460-120-BARUERI-SP-BRASIL

  
	
  TOSHIBA
  MEDICAL SYSTEMS ASIA PTE., LTD.

  	
   

  	
  SINGAPORE

  	
   

  	
  BLOCK
  211, HENDERSON ROAD, #08-02,

  HENDERSON INDUSTRIAL PARK SINGAPORE 159552

  
	
  TOSHIBA
  MEDICAL SYSTEMS (CHINA) CO., LTD

  	
   

  	
  CHINA

  	
   

  	
  BUILDING
  1, YARD 9, NANHUNANLU, CHAOYANG DISTRICT, BEIJING, CHINA

  
	
  ROTARY
  TRADING CO., LTD

  	
   

  	
  TAIWAN

  	
   

  	
  5F,
  NO.233, CHUNG-YANG RD., NAN-KANG DISTRICT, TAIPEI, TAIWAN

  
	
  TAIHAN
  METRA CORPORATION

  	
   

  	
  KOREA

  	
   

  	
  HEASUNG
  B/D 5F, 147-4 KURO-3DONG, KURO-KU, SEOUL, KOREA

  
	
  SANKO
  MEDICAL SYSTEMS (H.K.) LTD.

  	
   

  	
  HONGKONG

  	
   

  	
  RM808,
  8/F TOWER 1, THE GATEWAY, HARBOUR CITY, 25 CANTON ROAD, TSIM SHA TSUI,
  KOWLOON, HONG KONG

  



 


25

















 


	
  PHILIPPINE
  MEDICAL SYSTEMS INC.

  	
   

  	
  PHILIPPINES

  	
   

  	
  SUITE 4A, VERNIDA IL CONDOMINIUM 120
  AMORSOLO ST. LEGASPI
  VILLAGE, MAKATI CITY, PHILIPPINES

  
	
  PT.
  MURTI INDAH SENTOSA

  	
   

  	
  INDONESIA

  	
   

  	
  JI. SULTAN ISKANDAR MUDA KAV. 29 KEBAYORAN LAMA,
  SELATAN JAKARTA 12240, INDONESIA

  
	
  ABEX
  MEDICAL SYSTEM SDN. BHD.

  	
   

  	
  MALAYSIA

  	
   

  	
  LOT
  2-6, JALAN SU/6A LION INDUSTRIAL PARK SECTION 26, 40000 SHAH ALAM
  SELANGOR DARUL EHSAN

  
	
  CMC
  BIOTECH COMPANY LIMITED

  	
   

  	
  THAILAND

  	
   

  	
  364
  MUBAN TOWN-IN-TOWN, SOI LADPHRAO 94 LADPHRAOROAD(WANGTHONGLANG, BANGKOK
  10310, THAILAND

  
	
  GOLD
  LITE

  	
   

  	
  VIET
  NAM MYAMMAR CAMBODIA

  	
   

  	
  BLOCK
  211, HENDERSON ROAD, #13-01,

  HENDERSON INDUSTRIAL PARK, SINGAPORE

  159552

  
	
  ERBIS
  ENGINEERING CO.LTD.

  	
   

  	
  INDIA
  BANGLADESH NEPAL

  	
   

  	
  KAMIYA-CHO
  PLAZA BUILDING

  1-14, 4CHOME-TORANOMON, MINATO-KU, TOKYO,

  JAPAN

  
	
  MEDIQUIPMENT
  LTD.

  	
   

  	
  SRI
  LANKA

  	
   

  	
  95, COTTA ROAD, COLOMBO 8, SRI LANKA

  
	
  MEDEQUIPS

  	
   

  	
  PAKISTAN

  	
   

  	
  30, SHAHRAH-E-QUAID-E-AZAM LAHORE,

  PAKISTAN

  
	
  MODERN
  MEDICAL TECHNOLOGY EST

  	
   

  	
  YEMEN

  	
   

  	
  HADDA
  ST. BOX16165, SANA’A,YEMEN

  
	
  EBIN
  RUSHED PHARMACY CO. LLC.

  	
   

  	
  OMAN

  	
   

  	
  PO
  BOX 169, MUSCAT SULTANATE OF OMAN

  
	
  EMIRATES
  HOSPITAL SUPPLIES

  	
   

  	
  U.A.E.

  	
   

  	
  PO
  BOX 366, ABU DHABI, U.A.E.

  
	
  MEDISERV

  	
   

  	
  SAUDI
  ARABIA

  	
   

  	
  P.O. BOX
  17550, AL TAHLIA ST. OLAYA, RIYADH 11494,

  SAUDI ARABIA

  
	
  AL-JISHI
  CORPORATION WLL.

  	
   

  	
  BAHRAIN

  	
   

  	
  PO
  BOX 617, SALMANIYA AVE. STATE OF BAHRAIN

  
	
  TAREQ
  COMPANY

  	
   

  	
  KUWAIT

  	
   

  	
  PO
  BOX 20506, 13066 SAFAT, KUWAIT

  
	
  TMST
  TIBBI SISTEMLER

  PAZARLAMA TICARET

  VE SERVIS A.S.

  	
   

  	
  TURKEY

  	
   

  	
  ALEMDAG
  CAD. NO.46 MASALDAN IS MERKEZI

  E BLOK NO. 10 CAMLICA 81190 ISTANBUL, TURKEY

  
	
  FILM
  TRADING COMPANY

  	
   

  	
  SYRIA

  	
   

  	
  AL
  CHABANDAR BOURAN ST. P.O. BOX 5350, DAMASCUS,

  SYRIA

  
	
  TRADING
  MEDICAL SYSTEM

  JORDAN EST.

  	
   

  	
  JORDAN

  	
   

  	
  SIXTH
  CIRCLE- 2nd FLOOR —ORBIT BUILDING, OPPOSITE AMRA HOTEL
 P.O. BOX
  3279 AMMAN 11181. JORDAN

  
	
  LIFE
  SCIENCE EQUIPMENT SARL

  	
   

  	
  LEBANON

  	
   

  	
  VILLA
  ESTEPHAN NAWFAL, GREEN ZONE, ADONIS, ZOUK MODSBEH, KESROUAN, BEIRUT, LEBANON,

  90-2000

  
	
  BEIT
  AL MAKDES HEALTH SERVICES, BEAM

  	
   

  	
  PALESTINE

  	
   

  	
  THALATHINI
  STREET REMAL P.O. BOX4040 GAZA, PALESTINE

  
	
  TRADING
  MEDICAL SYSTEMS

  	
   

  	
  EGYPT

  	
   

  	
  16
  EL KHARTOUM STREET, HELIOPOLIS, CAIRO, EGYPT

  



 


26

















 


	
  MEDICAL
  TECHNOLOGY FOR TRADING

  	
   

  	
  EGYPT

  	
   

  	
  16
  EL KHARTOUM STREET, HELIOPOLIS, CAIRO, EGYPT

  
	
  UNIVERSEL
  SYSTEM

  	
   

  	
  MOROCCO

  	
   

  	
  207-209
  BOULEVARD DE LA RESISTANCE, CASABLANCA, MOROCCO

  
	
  AFRIC
  MEDICAL

  	
   

  	
  IVORY
  COAST

  	
   

  	
  ZONE
  3, RUE DES CARROSSIERS, 25 BP 897, ABIDJAN 25, IVORY COAST

  
	
  SAVANNAH
  HOSPITAL & MEDICAL APPLICATIONS LTD.

  	
   

  	
  NIGERIA

  	
   

  	
  PLOT
  1438, SANUSI FAFUNWA STREET,

  VICTORIA ISLAND, LAGOS, NIGERIA

  
	
  TECMED
  (PTY) LTD.

  	
   

  	
  S.AFRICA

  	
   

  	
  TECMED
  CENTRE, GEORGE ROAD ERAND GARDENS, MIDRAND PO BOX 4229, HALFWAY HOUSE 1685
  REPUBLIC OF SOUTH AFRICA

  
	
  GRIENSU
  S.A.

  	
   

  	
  ARGENTINA
  URUGUAY

  	
   

  	
  AV.
  JULIO A. ROCA 636 (F10, 11 & 12) 1067 BUENOS AIRES, ARGENTINA

  
	
  TECNOIMAGEN
  S.A.

  	
   

  	
  CHILE

  	
   

  	
  LAUTARO
  NO.754, PROVIDENCIA, SANTIAGO,

  CHILE

  
	
  CYMED
  MEDICAL S.A.C.

  	
   

  	
  PERU

  	
   

  	
  AV.GUILLERMO PRESCOT 346-352
 SAN
  ISIDRO-LIMA-PERU

  
	
  TOP MEDICAL ECUADOR S.A.

  	
   

  	
  ECUADOR

  	
   

  	
  Av. AMAZONAS 4430 Y VILLALENGUA, PISO 7, OF.
  709, QUITO-ECUADOR

  
	
  TOP
  MEDICAL SYSTEMS S.A.

  	
   

  	
  COLOMBIA

  	
   

  	
  CRA.
  18A No. 103A-30 BOGOTÁ, COLOMBIA

  
	
  SEIJIRO
  YAZAWA IWAI C.A.

  	
   

  	
  VENEZUELA

  	
   

  	
  CALLE PARIS ENTRE MUCUCHIES Y LA TRINIDAD
  EDIFICIO SEIJIRO YAZAWA IWAI, LAS MERCEDES, CARACAS 1060, VENEZUELA

  
	
  RESERMA
  S. A.

  	
   

  	
  PANAMA

  	
   

  	
  AVENIDA 1RA D. SUR Y CALLE 60 E, OBARRIO
  APARDADO 55-0645 PAITILLA, PANAMA,

  REPUBLICA DE PANAMA

  
	
  MULTISERVICIOS
  ELECTROMEDICOS S.A.

  	
   

  	
  COSTA
  RICA

  	
   

  	
  APDO. 74-1005 SAN JOSE, COSTA RICA

  
	
  TEKMEDICA, S.A.

  	
   

  	
  GUATEMALA

  	
   

  	
  6 AV. L 103A, KANAJUYU I ZONA 16, GUATEMALA
  GUATEMALA 01016

  
	
  ELECOMUNICACION Y EQUIPOS S.A.

  	
   

  	
  MEXICO

  	
   

  	
  AV. GOBERNADOR JOSE GUADALUPE COVARRUBIAS
  NO.78, COL. SAN MIGUEL CHAPULTEPEC, DELEG. MIGUEL HIDALGO, C.P.
  11850, MEXICO D.F. MEXICO

  
	
  TOYO MEDICAL COMPANY

  	
   

  	
  VENEZUELA  HONDURAS

  	
   

  	
  CANTEL
  WEST INDUSTRIAL PARK, 10645 N.W 37TH TERRACE MIAMI FLORIDA U.S.A

  
	
  BIOMEL S.A. DE C.V.

  	
   

  	
  EL SALVADOR

  	
   

  	
  25 CALLE PONIENTE 1254. COL. LAYCO, SAN SALVADOR
  EL SALVADOR

  



 


27

















 


VITAL IMAGES, INC. AND TOSHIBA MEDICAL SYSTEMS
CORPORATION


MARKETING AND
DISTRIBUTION AGREEMENT


 


EXHIBIT D


TERMS AND CONDITIONS FOR THE DEMONSTRATION LICENSE


 


ARTICLE 1: LICENSE GRANT
AND USE FOR DEMONSTRATION LICENSE


 


1.1                                License Grant. 
Subject to the terms of this Exhibit D, Vital Images hereby
grants to Toshiba and its Dealer Associates (“Licensees”) a nonexclusive, non-transferable,
royalty free license (“Demonstration License”) to use the Products limited
solely to promotion, demonstration, evaluation and testing.  Except as provided herein, Licensees hereby
agree that the Products under this License shall not be used for any business
activities of the Licensees without the prior written consent of Vital Images,
such consent to be at the sole discretion of Vital Images.  No software provided under this Demonstration
License may be provided to customers for production or testing; provided,
however, that Toshiba may provide demonstration software to customers for
training and showsite purposes on a limited term, not perpetual, basis, upon
the execution by the customer of a software license agreement with terms and
conditions protecting Vital Images to the same extent as the terms and
conditions contained in this Demonstration License, and with the consent of
Vital Images, such consent not to be unreasonably withheld.


 


1.2                                Restrictions on Use. 
Licensees agree not to engage in, cause or permit the reverse
engineering, disassembly, recompilation, modification or any similar
manipulation of the Products, nor, except as expressly set forth herein, may
Licensees loan, lease, distribute, assign or otherwise transfer the Products or
copies thereof, in whole or in part, to any third party.


 


1.3                                Copying.  Licensees shall not copy the
Products, except that each Licensee may make and maintain one (1) copy of
the Products for back-up and archival purposes, provided such copy includes all
Vital Images copyright, proprietary rights and other notices included on or in
the Products.


 


1.4                                Ownership.  All right, title and interest
in the Products (except as otherwise agreed between the parties in a separate
agreement concerning one or more options incorporated in the Products) shall at
all times remain the property of Vital Images and its licensors, subject to the
Demonstration Licenses granted to Licensees under this Exhibit D.  Licensees understand and agree that it takes
title only to the media on which the Products are provided to it, but that the
Products shall remain the property of, and proprietary to, Vital Images.


 


ARTICLE 2: TERM AND TERMINATION


 


2.1                                Term.  The term of each Demonstration
License shall be for the duration of the Agreement.


 


2.2                                Termination.  Each Licensee may terminate
the Demonstration License at any time by giving written notice to Vital Images.


 


2.3                                Termination of a Demonstration License.  Upon
any termination of a Demonstration License, Licensee shall


(a) immediately
cease all use of the Products licensed pursuant to such Demonstration License,
and (b) certify in writing to Vital Images within thirty (30) days after
such termination that Licensee has either destroyed, permanently erased or
returned to Vital Images the Products and all copies thereof licensed pursuant
to such Demonstration License.


 


28

















 


2.4                                Effect of Termination of Demonstration
License.  Upon termination of the Demonstration
License,  such License to the Products
granted under this Exhibit D shall immediately terminate.  Articles 1.4, 3, 4 and 5 of this Exhibit D
shall survive such termination of the Demonstration License, if the
Product(s) licensed pursuant to such Demonstration License is not
purchased. Otherwise, as provided in Section 3.2 of the main body of that
certain Marketing and Distribution Agreement between Toshiba and Vital
Images, Inc. dated November 21, 2008 (the “Agreement’), the terms and
conditions under this Exhibit D shall be superseded upon purchase
of the Products and shall be totally subject to the terms and conditions
provided in the main body of the Agreement.


 


ARTICLE 3: WARRANTIES;
INDEMNIFICATION


 


3.1                                No Warranty.  Vital  Images makes no warranty to Licensees that
the Products licensed under the Demonstration License, even when properly
installed and operated, will substantially perform the functions described in
the functional specifications for the Products, as contained in the applicable
written documentation for the Products. 
All Products licensed under the Demonstration License are provided to
Licensees “AS IS.” Provided however, during the term of each Demonstration
License, Vital Images shall provide Licensees with any update or upgrade
releases to the Vitrea® or
other applicable Products licensed thereunder, as soon as they become
available.  It is agreed between the
parties that newly released options to
Vitrea®,
except for those listed in Exhibit E to the Marketing and
Distribution Agreement between Toshiba and Vital Images, Inc. dated
November 21, 2008 (the “Agreement”) and licensed under the applicable
Demonstration License, shall be excluded from such updates and upgrades unless
explicitly agreed between the parties.


 


3.2                                Exclusive Remedy. 
Vital Images’ entire liability, and Licensees’ exclusive remedy, for any
claim made by Licensees under Article 3.1 above shall be for Licensee to
terminate the Demonstration License for such Product.   Vital Images does not warrant that the operation
of the Products will be uninterrupted or error-free, that all errors in the
Products will be corrected, that the Products will satisfy Licensee’s
requirements or that the Products will operate in the combinations which
Licensees may select for use.


 


3.3                                Warranty Disclaimer.  THE
WARRANTY SET FORTH IN ARTICLE 3.1 ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY
VITAL IMAGES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR USE, AND ALL OBLIGATIONS
OR LIABILITIES ON THE PART OF VITAL IMAGES FOR DAMAGES ARISING OUT OF OR
IN CONNECTION WITH THE USE, MAINTENANCE OR PERFORMANCE OF THE PRODUCTS.  Furthermore, the Products are derived from
and include software from third party licensors, who make no warranty, express
or implied, regarding the Products, who disclaim any and all liability for the
Products and who will not undertake to provide any information or support
regarding the Products.


 


ARTICLE 4: LIMITATION OF
REMEDIES


 


4.1                                Delay.  VITAL IMAGES SHALL NOT BE
LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING PRODUCTS OR ANY
OTHER PERFORMANCE UNDER THIS EXHIBIT D.


 


4.2                                Sole Remedies.  THE
SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY AND ALL WARRANTIES AND THE SOLE
REMEDIES FOR VITAL IMAGES’ LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR
NEGLIGENCE OR PRODUCT LIABILITY) WITH RESPECT TO THE PRODUCTS COVERED BY THIS EXHIBIT
D AND ALL OTHER PERFORMANCE BY VITAL IMAGES UNDER THIS EXHIBIT D
SHALL BE LIMITED TO THE REMEDIES PROVIDED IN ARTICLE 3 OF THIS EXHIBIT D.


 


29

















 


4.3                                Damages Limitation. 
VITAL IMAGES SHALL HAVE NO LIABILITY OF ANY KIND FOR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE, EVEN IF VITAL IMAGES
SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE,
INCLUDING ANY LIABILITY FOR DAMAGES ARISING OUT OF OR RESULTING FROM THE USE,
MAINTENANCE OR PERFORMANCE OF THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, THE
LOSS OR CORRUPTION OF LICENSEES’ OR ANY THIRD PARTY DATA.


 


ARTICLE 5: RELATIONSHIP
OF THIS EXHIBIT D AND THE MAIN BODY OF THE AGREEMENT


 


In
all other respects, the main body of the Agreement shall prevail and shall
apply to the Demonstration Licenses granted under this Exhibit D as
well.  Specifically, and not in
limitation of the foregoing, defined terms used in this Exhibit D, if not
defined herein, shall have the meaning given them in the Agreement.


 


30
















 


VITAL
IMAGES, INC. AND TOSHIBA MEDICAL SYSTEMS CORPORATION


MARKETING AND
DISTRIBUTION AGREEMENT


 


EXHIBIT
E


PRODUCT
PRICE LIST - VITREA


 


	
   

  	
   

  	
  U.S.
  (1)

  	
   

  	
  Non-U.S.
  (2)

  	
   

  
	
  License
  (4)

  	
   

  	
  (2009-2010)

  	
   

  	
  (2009-2010)

  	
   

  
	
  Vitrea ®

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Peripheral Vessel Probe option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Vitrea ACCESSTM option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  VitreaACCESS
  Remote option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  CT Colonography option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Automated Vessel Measurements option(b)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  * * *(c)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  CT Cardiac option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Cardiac Functional Analysis option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  SUREPlaque option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  CT Cardiac Option with Peripheral Vessel
  Probe option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  EP (Electro-physiology) Planning option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  VScoreTM option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  CT Perfusion option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  CT Lung / Nodule Probe option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  3D Angiography Option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Soft Read option(b)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Medicsight Colon CAR

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Fusion7DTM Advanced option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Fusion7DTM Standard option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Fusion7DTM Basic option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Fusion7DTM Advanced option with
  DICOMPrint &CDburn

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Fusion7DTM Standard option with
  DICOMPrint &CDburn

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Fusion7DTM Basic option with
  DICOMPrint &CDburn

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  MeVis ImageChecker® Lung CAD(Ver.2.0)
  option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  MeVis AutoPoint Temporal Comparison option
  (must also buy Lung CAD)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  MeVis Pulmonary Artery Patency Exam option
  (must also buy Lung CAD)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  



 






(a) Software options are included in the transfer pricing for Vitrea  ®


 


(b)  * * *(c) when and if
available


 


	
  (1)

  	
   

  	
  Includes warranty pursuant to Section 9.1(a) of the
  Agreement and end user training, and the Second Level Installation.

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  Includes
  warranty pursuant to Section 9.1(a) of the Agreement, and the
  Second Level Installation.

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  Prices are subject to an additional 15%
  discount on additional Vitrea purchases
  for multi-license purchases by the same customer site on the same purchase
  order (the customer purchases more than one Vitrea ® Software License).

  
	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  Any purchases made by Toshiba and/or its
  Dealer Associates pursuant to Sections 3.2 and 3.3 of this Agreement shall
  not be credited against the Commitment.

  



 


*
* * Confidential Treatment has been requested, the portion indicated has been
redacted and the redacted portion has been separately filed with the Securities
and Exchange Commission.


 


31

















 


SOFTWARE PACKAGE PRICING - VITREA


 


	
   

  	
   

  	
  Pricing
  (2009-2010)

  	
   

  
	
  Vitrea Package

  	
   

  	
  U.S.
  (1)

  	
   

  	
  Non
  U.S. (2)

  	
   

  
	
  US Radiology Package

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ·  Vitrea ®

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·  VitreaAccess

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·  VitreaAccess
  Remote

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *(a)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US Cardiology
  Package

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ·  Vitrea ®

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·  VitreaAccess

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·  VitreaAccess Remote

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *(a)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-US Package -1

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ·  Vitrea ®

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·  VitreaAccess

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-US Package -2

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ·  Vitrea ®

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·  VitreaAccess

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-US Package -3

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ·  Vitrea ®

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·  VitreaAccess

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


* * *
Confidential Treatment has been requested, the portion indicated has been redacted
and the redacted portion has been separately filed with the Securities and
Exchange Commission.


 


32

















 


	
  Angio XA Basic
  Package

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ·  Vitrea ® for Angio XA(b)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Angio XA CT
  Package

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ·  Vitrea ® for Angio XA(b)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Angio XA Basic
  Package for Existing Customers off Maintenance

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ·  Vitrea ® for Angio XA(b)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Angio XA CT Package
  for Existing Customers off Maintenance

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ·  Vitrea ® for Angio XA(b)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(a) * * *(b) Does
not include VitreaAccess, VitreaAccessRemote, * * *, and * * *option


 


(1) 
Includes warranty pursuant to Section 9.1(a) of the Agreement and end
user training, and the Second Level Installation.


(2)  Includes warranty pursuant to Section 9.1(a) of the
Agreement, and the Second Level Installation.


 


SOFTWARE MAINTENANCE PRICING OPTIONS - VITREA


 


	
   

  	
   

  	
  U.S. (4)

  	
   

  	
  Non-U.S.(3)

  	
   

  
	
  Vitrea® - Annual Renewal

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Vitrea® - Extended Warranty Option Per Year (1)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Vitrea® - One-Time SW Upgrade

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Fusion7DTM option (2)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ImageChecker® option (2)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Medicsight Colon CAR (2)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  



 






	
  (1)

  	
   

  	
  Must be ordered from Vital Images upon placement of the software
  license order for a specific customer site and will be paid with the software
  license according to terms defined in Article 7.2.

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  If the customer purchases any of the above 3rd Party options through Vital Images, the
  customer must purchase maintenance for Vitrea and all of 3rd Party Option purchased to receive upgrades
  to these options.

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  Vital Images and Toshiba, * *
  *agree to create an Installed Base program to increase the attachment
  rate of Software Maintenance.

  
	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  * * * commits to
  a * * *annual increase to the
  annual renewal software maintenance transfer price beginning January 1,
  2010 and each subsequent year after through the term of this agreement. This
  increase does not apply to any existing customer contracts.

  



 


* * * Confidential Treatment has been requested, the portion
indicated has been redacted and the redacted portion has been separately filed
with the Securities and Exchange Commission.


 


33

















 


ADDITIONAL SOFTWARE PACKAGE PRICING - VITREA
fX


 


	
   

  	
   

  	
  Pricing
  (2009-2010)

  	
   

  
	
  VitreafX Package

  	
   

  	
  U.S.
  (1)

  	
   

  	
  Non
  U.S. (2)

  	
   

  
	
  Base Vitrea fX Package

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ·  Vitrea ® fX

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *(a)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vitrea fX Neuro
  Package (3)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ·  Vitrea ® fX

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vitrea fX Cardiology Package (3)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ·  Vitrea ® fX

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vitrea fX Radiology Package (3)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ·  Vitrea ® fX

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Existing Aquilion customer Upgrade from Vitrea2 to Vitrea fX.

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  



 






	
   

  	
   

  	
  (a) * * *

  
	
   

  	
   

  	
   

  
	
  (1)

  	
   

  	
  Includes
  warranty pursuant to Section 9.1(a) of the Agreement and end user
  training, and the Second Level Installation.

  
	
  (2)

  	
   

  	
  Includes warranty pursuant to Section 9.1(a) of the
  Agreement, and the Second Level Installation.

  
	
  (3)

  	
   

  	
  These
  packages may only be sold when multiple Vitrea fX
  licenses are sold to a single customer site and Toshiba is delivering a Base Vitrea fX Package as the first workstation.

  



 


* * *
Confidential Treatment has been requested, the portion indicated has been
redacted and the redacted portion has been separately filed with the Securities
and Exchange Commission.


 


34

















 


ADDITIONAL
PRODUCT PRICE LIST – VITREA fX


 


	
  License

  	
   

  	
  U.S.

  (2009-2010)

  	
   

  	
  Non-U.S.  (2009-2010)

  	
   

  
	
  Dynamic Volume 4D Brain Perfusion option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  * * *(a)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  * * *(a)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Peripheral Vessel Probe option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  VitreaACCESS Remote option(a)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  CT Colonography option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Automated Vessel Measurements option(b)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  EP (Electro-physiology) Planning option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  * * *(a)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  CT Cardiac option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Cardiac Functional Analysis option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  SUREPlaque option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  CT Cardiac Option with Peripheral Vessel
  Probe option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  VScoreTM option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  CT Lung / Nodule Probe option

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  



 






(a) * * *(b)  * * *


 


* * *
Confidential Treatment has been requested, the portion indicated has been
redacted and the redacted portion has been separately filed with the Securities
and Exchange Commission.


 


35
















 


ADDITIONAL SOFTWARE MAINTENANCE PRICING
OPTIONS — VITREA fX


 




	
   

  	
   

  	
  U.S. (2)

  	
   

  	
  Non-U.S.

  	
   

  
	
  Vitrea®fX - Annual Renewal

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Vitrea®fX - Extended Warranty Option Per
  Year (1)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Vitrea®fX - One Time SW Upgrade

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  






 






(1)           Must be ordered from Vital Images upon
placement of the software license order for a specific customer site and will
be paid with the software license according to terms defined in Article 7.2.


(2)          * * *,
* * *commits to a * * *annual increase to the annual
renewal software maintenance transfer price beginning January 1, 2010 and
each subsequent year after through the term of this agreement. .  This increase does not apply to any existing
customer contracts.


 


ADDITIONAL SERVICE OPTIONS — VITREA &
VITREA fX


 




	
   

  	
   

  	
  U.S.(2)

  	
   

  	
  Non-U.S.(3)

  	
   

  
	
  Customer Education (1)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  






 






(1)          Education Units are equivalent to * * *per Education Unit.


(2)          In *
* *, * * *units are
included with each Vitrea license and can be applied according to the below
table


(3)          In *
* *, Toshiba may purchase Education units for * * *per unit and apply according to below table.


 


	
   

  	
   

  	
  Setting

  	
   

  	
  Days

  	
   

  	
  Units***

  	
   

  
	
  Basic Course for Advanced Visualization
  (In-House or Road Show)*

  	
   

  	
  Classroom

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Specialty Course for Cardiovascular, CT
  Colonography, Neurology or Oncology

  	
   

  	
  Classroom

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Administrator On-Site Course

  	
   

  	
  Your
  Facility

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  On-Site Advanced Visualization Course

  	
   

  	
  Your
  Facility

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Enterprise Administrator On-Site Course

  	
   

  	
  Your
  Facility

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  3-hour Webinar

  	
   

  	
  online

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Five Laptops for On-Site Course

  	
   

  	
  Your
  Facility

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  eLearning*

  	
   

  	
  online

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  VITAL UTM Live*

  	
   

  	
  online

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Travel**

  	
   

  	
  N/A

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  



 






*Available
to VITALPerformance customers at no additional charge


**
Eight education units included with purchase includes classroom courses with
travel or any combination of education units determined by customer
requirements.


 


***1
Education Unit =* * *


 


* * * Confidential Treatment has been requested, the portion indicated
has been redacted and the redacted portion has been separately filed with the
Securities and Exchange Commission.


 


36

















 


ADDITIONAL PRODUCT PRICE
LIST — VITALCONNECT


 


	
   

  	
   

  	
  Pricing (2009-2010)

  	
   

  
	
  ViTALConnect® Pricing(1)

  	
   

  	
  U.S.

  	
   

  	
  Non U.S.

  	
   

  
	
  ViTALConnect®
  5 Concurrent User Package (2)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ·

  	
  * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  Professional
  Services (Implementation & Setup)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ·      Up
  to * * *hours of remote and
  on-site service at Vital Images standard rates

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ·      The
  customer needs to commit resources on-site to assist with installation and
  setup.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  12
  Education Units

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  1 Year
  Software Maintenance and Warranty

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ViTALConnect® 5 Concurrent User  Package — Software Only
  (3)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ·

  	
  * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  1 Year Software
  Maintenance and Warranty

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(1)          Toshiba may sell these products, packages and
options to new customers only as components of sales of Toshiba scanner bundles
including Vitrea and to existing customers only as components of sales of
Toshiba scanner upgrades to customers already running Vitrea.  Toshiba may not sell these products, packages
and options to run on a PACS.


(2)          Vital Images conducts Professional Services
and End-User Education.  Within the US,
Customer must sign Vital Images Software License Agreement at the point of sale
as Vital Images will be responsible for on-going support and maintenance.  Professional services offered with the
Software license will expire 6 months from the delivery date of the software to
the customer.


(3)          Toshiba conducts Professional Services and
End-User Education


 


ADDITIONAL MAINTENANCE PRICING - VITALCONNECT


 




	
   

  	
   

  	
  U.S.(1)

  	
   

  	
  Non-U.S.

  	
   

  
	
  ViTALConnect — Annual Renewal

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ViTALConnect - Extended Warranty Option Per
  Year (1)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  Vitrea®fX - One Time SW Upgrade

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  






 






(1)          Must be ordered from Vital Images upon
placement of the software license order for a specific customer site and will
be paid with the software license according to terms defined in Article 7.2.


 


* * * Confidential Treatment has been requested, the portion indicated
has been redacted and the redacted portion has been separately filed with the
Securities and Exchange Commission.


 


37

















 


ADDITIONAL PRODUCT PRICE
LIST — VITALENTERPRISE - FULL


 


	
   

  	
   

  	
  Pricing (2009-2010)

  	
   

  
	
  ViTALEnterprise - Full Pricing

  	
   

  	
  U.S.

  	
   

  	
  Non U.S.

  	
   

  
	
  ViTALEnterprise
  — Full (1)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ·

  	
  Includes Vitrea, ViTALConnect, * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  1 Concurrent User

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  Professional
  Services (Implementation & Setup)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ·      Up
  to * * *hours of remote and
  on-site service at Vital Images standard rates

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ·      The
  customer needs to commit resources on-site to assist with installation and
  setup.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  * * * Education Units

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  1 Year
  Software Maintenance and Warranty

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ·      24x7 live Customer Support

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ·      Dedicated Service Account
  Manager

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ·      3 Education units - Annually 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VitalEnterprise - Full —
  Software Only (1)(2)

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  
	
  ·

  	
  Includes Vitrea, ViTALConnect, * * *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  1 Concurrent User

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  1 Year
  Software Maintenance and Warranty

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ·      24x7 live
  Customer Support

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ·      Dedicated
  Service Account Manager

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ·      3
  Education units - Annually 

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(1)          Vital Images conducts Professional Services
and End-User Education.  Customer must
sign Vital Images Software License Agreement at the point of sale as Vital
Images will be responsible for on-going support and maintenance.  Professional services offered with the
Software license will expire 6 months from the delivery date of the software to
the customer.


(2)          May only be sold when a Vital Images
salesperson is involved in the opportunity and the opportunity is expanded to
include multiple concurrent users. 
Professional Services and End-User Education will sold by Vital Images.


 


* * * Confidential Treatment has been
requested, the portion indicated has been redacted and the redacted portion has
been separately filed with the Securities and Exchange Commission.


 


38

















 


VITAL
IMAGES, INC. AND TOSHIBA MEDICAL SYSTEMS CORPORATION


MARKETING AND
DISTRIBUTION AGREEMENT


 


EXHIBIT
F


PRODUCT
COMMITMENTS


 




	
   

  	
   

  	
   

  	
   

  	
  (US dollar)

  	
   

  
	
  Calendar Year

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  
	
  Commitment

  	
   

  	
  * * *

  	
   

  	
  * * *

  	
   

  






 


Conditions
:


 


1)              The Minimum Commitment and subsequent
Transfer Pricing for each year beginning in 2011, will be agreed upon no later
than September 30 of the current year. 
For example, the Minimum Commitment for 2011 will be agreed upon no
later than September 30, 2010.


 


2)              If the Minimum Commitment for the
following year is not agreed upon by September 30 of any given year and
Toshiba has not provided Vital Images with written notice of its intent to
terminate per the terms of Article 15.2(f), the current year’s Minimum
Commitment will be applied to the following year.


 


3)              Vital Images is committed to launching a
version of * * * with mutually
agreed upon specifications to Toshiba. 
Until this version is launched, Toshiba may apply any * * *sales sold directly to Toshiba
and Dealer Associates to the Minimum Commitment.


 


4)              If agreed upon Development activities are
delayed significantly and there is a significant variance in the actual results
compared to the Minimum Commitment, both parties agree in good faith to resolve
any variance.


 


5)              If Vital Images is not able to obtain * * *approval for * * *or * * *for the China market and there is a significant variance in
the actual results compared to the Minimum Commitment, both parties agree in
good faith to resolve any variance.


 


* * * Confidential Treatment has been requested, the portion indicated
has been redacted and the redacted portion has been separately filed with the
Securities and Exchange Commission.


 


39

















 


VITAL IMAGES, INC. AND TOSHIBA MEDICAL SYSTEMS CORPORATION


MARKETING AND
DISTRIBUTION AGREEMENT


 


EXHIBIT
G


PRINCIPAL COUNTRIES


 


 


2009 MAJOR TRADE SHOW LIST


 


US


 


	
  Event

  	
   

  	
  Date

  	
   

  	
  Location

  	
   

  
	
  ACC

  	
   

  	
  March 24-27

  	
   

  	
  New Orleans

  	
   

  	 

	
  Stanford Annual Symposium on MDCT (WS Face
  Off)

  	
   

  	
  June 13-16

  	
   

  	
  San
  Francisco, CA

  	
   

  	 

	
  SCCT

  	
   

  	
  July

  	
   

  	
  Arlington,
  VA

  	
   

  	 

	
  RSNA

  	
   

  	
  Nov25-30

  	
   

  	
  Chicago, IL

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Europe

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Event

  	
   

  	
  Date

  	
   

  	
  Location

  	
   

  	 

	
  ECR

  	
   

  	
  March

  	
   

  	
  Vienna, Austria

  	
   

  	 

	
  JFR

  	
   

  	
  Oct. 20-24

  	
   

  	
  Paris,
  France

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  International

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Event

  	
   

  	
  Date

  	
   

  	
  Location

  	
   

  	 

	
  China Med

  	
   

  	
  Apr. 22-24

  	
   

  	
  Beijing,
  China

  	
   

  	 

									



 


 


40

















 


VITAL
IMAGES, INC. AND TOSHIBA MEDICAL SYSTEMS CORPORATION


MARKETING AND
DISTRIBUTION AGREEMENT


 


EXHIBIT
H


LIST
OF VITAL IMAGES TRADEMARKS


 


Vital Images®


 


Vitreaâ


 


Vitreaâ fX


 


ViTALConnect®


 


LIST OF TOSHIBA TRADEMARKS


 


SUREPlaqueTM


 


CorE64TM


 


41
















 


VITAL IMAGES, INC. AND TOSHIBA MEDICAL
SYSTEMS CORPORATION


MARKETING AND DISTRIBUTION AGREEMENT


 


EXHIBIT I


AUTHORISED REPRESENTATIVE


 


Medimark Europe


Address:
11, rue Emile Zola - BP 2332, 

38033 Grenoble Cedex 2 -FRANCE


Phone: +33 (0)4 76 86 43 22 
 Fax: +33 (0)4 76 17 19 82


 


42

















 


VITAL IMAGES, INC. AND TOSHIBA MEDICAL
SYSTEMS CORPORATION


MARKETING AND DISTRIBUTION AGREEMENT


 


EXHIBIT J


CUSTOMER AGREEMENT


 


TERMS AND CONDITIONS OF SALE


 


1.                                      GENERAL TERMS.   Unless
otherwise specified on the face of this document, this Quotation/Order (“Agreement”)
will remain valid only if accepted by Customer no later than 60 days from date
of submission to Customer.


 


2.                                      TITLE AND RISK OF LOSS.  Title
and risk of loss to the Equipment purchased under this Agreement will pass to
Customer: (a) if Toshiba is to provide installation, upon Toshiba’s
completion of installation, or (b) if Toshiba will not provide
installation, upon delivery by Toshiba to a common carrier at Toshiba’s
facility from which the Equipment is shipped.


 


3.                                      TERMS OF PAYMENT.  
Unless otherwise specified on the face of this document, prices stated
are F.O.B.  Tustin, CA. or other
facilities of Toshiba in the U.S.A. from which the Equipment may be shipped,
freight prepaid and charged. All taxes which are payable by Toshiba in
connection with the sale, use, or possession of the Equipment (excluding income
taxes), and transportation charges (including rigging) for shipment to
installation site will be paid by Customer in addition to the quoted
price.  Terms of payment for, * * *, * * * and * * * will be * * *upon * * *, * * *upon * * *, * * *upon * * *, whichever is
earlier.  Terms of payment for * * *and * * *will be * * *upon * * *, * * *upon * * *, whichever is earlier.
All invoices paid after due date will be assessed a late payment charge of the
lesser of 1 1/2% per month or the maximum rate permitted by law.


 


4.                                      DELAYS. If Customer changes the scheduled delivery
date specified on the face of this document (“Scheduled Delivery Date”) during
the period of * * *days preceding such date, Customer will
nevertheless pay * * *, on the Scheduled Delivery Date as if
delivery had been made on such date.  In
addition, Customer will pay all extra costs incurred by Toshiba as a result of
such delay, including, without limitation, storage and transportation.  Storage fees will be charged at commercially
comparable rates for storage on Toshiba’s site. 
If delivery is delayed by 12 months or more from the Scheduled Delivery
Date, except through the fault of Toshiba, the price set forth in this
Agreement may be increased by Toshiba to a level equal to the prevailing price
in effect at the time of the revised delivery date.


 


5.                                      ACCEPTANCE BY TOSHIBA. This Quotation/Order will not be binding on
Toshiba even if signed by a Toshiba employee, until Customer’s order for the
Equipment is booked by Toshiba’s Headquarter office.


 


6.                                      EQUIPMENT INSTALLATION. 
Toshiba will install all Equipment purchased under this Agreement and
connect them to existing power and/or plumbing lines at no additional charge to
Customer. Customer will be responsible for electrical wiring, plumbing,
carpentry, plastering, painting, or all other site preparation required prior
to installation and connection of the Equipment by Toshiba.  Customer will provide space at the
installation site for the safe storage of Toshiba’s tools, test equipment and
other materials used for installation at no charge to Toshiba.  Customer shall, at its cost, obtain all
permits and licenses required by governmental authorities in connection with
the installation and operation of the Equipment. The Equipment may contain
certain components that may have been re-manufactured. However, such components
will meet the manufacturer’s specifications for new components as of the date
of completion of installation.


 


7.                                      EQUIPMENT OPERATION AND
INDEMNITY.  Customer agrees that all Equipment purchased
under this Agreement will be operated exclusively by duly qualified technicians
and/or medical doctors in a safe and reasonable manner in accordance with
Toshiba’s written instructions, applicable laws and regulations, and for the 


 


* * * Confidential Treatment has been
requested, the portion indicated has been redacted and the redacted portion has
been separately filed with the Securities and Exchange Commission.


 


43

















 


purposes
for which such Equipment was intended. 
Customer agrees to defend, indemnify and hold Toshiba and Toshiba’s
officers, directors and employees harmless from and against all claims,
demands, lawsuits, liabilities, judgments and costs (including reasonable
attorney’s fees, expert fees, and other litigation costs) arising out of or in
connection with the Customer’s negligent  operation
of the Equipment.


 


8.                                      LIMITED WARRANTY AND REMEDY.  For
the warranty period described below by product, Toshiba, as its only
obligation, will replace or repair, without charge to Customer during Toshiba’s
normal working hours (if Customer requests warranty service outside such hours,
Customer will pay overtime premium for labor), any component of the Equipment
that is  defective in materials or
workmanship, provided such defect is reported to Toshiba within the warranty
period. Toshiba’s warranty period is as follows:  (a) Systems and Major Components - one
year from date of completion of installation; (b) Accessories/Options
(except glassware) - six months from date of completion of installation.  Toshiba does not warrant that the operation
of the Equipment will be uninterrupted. Components not manufactured by Toshiba,
including but not limited to X-Ray tubes, monitors, glassware, VTRS, cameras,
computer equipment, and software will be furnished subject only to the
manufacturer’s warranty, if any, and without any warranty whatsoever by
Toshiba.  During the warranty period,
Toshiba will furnish free of charge any upgrades, including software required
to correct any defect in the Equipment or as required under applicable laws.  All defective parts replaced by Toshiba will
become the property of Toshiba. Replacement parts may be re-manufactured.
However, such parts will meet the manufacturer’s specifications for new
components as of the date of completion of installation. TOSHIBA’S OBLIGATION
TO REPAIR OR REPLACE DEFECTIVE PARTS WILL BE CUSTOMER’S SOLE AND EXCLUSIVE
REMEDY FOR A BREACH OF THE WARRANTY SET FORTH IN THIS SECTION.  SUCH WARRANTY WILL BE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  The warranty set forth in this Section will
not apply to, and Toshiba will not be liable for any defects resulting from
misuse, repairs performed by unauthorized third parties, accidents, acts of
God, or neglect of anyone other than Toshiba.


 


9.                                      LIMITATION OF LIABILITY. 
TOSHIBA WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR CONSEQUENTIAL,
SPECIAL, INCIDENTAL, OR EXEMPLARY DAMAGES OR ECONOMIC LOSS ARISING OUT OF OR
RELATED TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT, EVEN IF TOSHIBA IS
APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.  IN NO EVENT WILL TOSHIBA’S LIABILITY TO
CUSTOMER (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT, INCLUDING
NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE
TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT
ACTUALLY PAID BY CUSTOMER TO TOSHIBA UNDER THIS AGREEMENT. THE LIMITATION OF
LIABILITY SET FORTH ABOVE WILL NOT APPLY TO CLAIMS FOR PERSONAL INJURY OR
PROPERTY DAMAGE CAUSED BY EQUIPMENT DEFECTS, OR TO CLAIMS FOR PATENT
INFRINGEMENT.


 


10.                               SECURITY INTEREST.  
Toshiba hereby reserves and Customer grants to Toshiba a security
interest pursuant to the Uniform Commercial Code, in and to the Equipment (and
all products and proceeds of it) until full payment of the purchase price is
received.


 


11.                               REMOVAL OF EQUIPMENT.  Until
Toshiba has received full payment of the purchase price, Customer will not
remove all or any part of the Equipment from Customer’s premises, nor will
Customer sell, lease, transfer or otherwise part with the possession of, or
permit any lien or encumbrance to be placed on all or any part of the
Equipment.


 


12.                               REMEDIES OF TOSHIBA.  If
Customer fails to make any payment when due under this Agreement or under any other
agreement between Customer and Toshiba, or becomes insolvent or makes an
assignment for the benefit of creditors, or if a petition in Bankruptcy is
filed by or against Customer, or if the financial responsibility of Customer
becomes impaired or unsatisfactory in Toshiba’s judgment, or if Customer
otherwise breaches any of the terms and conditions of this Agreement, then
Toshiba may, without prior notice or demand, defer shipments, cancel 


 


44

















 


the
balance of the order, suspend performance of any obligation (including without
limitation, all obligations set forth under Limited Warranty And Remedy above),
and/or take immediate possession of the Equipment delivered, until the full
purchase price of the Equipment is paid by Customer or, at Toshiba’s
discretion, until security satisfactory to Toshiba is given by Customer.  Any costs incurred by Toshiba as a result of
suspending performance or repossession or collection will be payable by
Customer. Toshiba may sell repossessed Equipment with proceeds to be applied to
unpaid balance and expenses incurred in sale, repossession and collection.
Customer will pay any remaining deficiency. 
Toshiba may exercise any other rights available to it by law.


 


13.                               EXCUSED PERFORMANCES. Neither party will be liable to the other
for non-performance or delay in performance resulting directly or indirectly
from any occurrences beyond such party’s control, including without limitation,
strikes or other labor troubles, acts of God, war, accidents, fires, floods,
other catastrophes, inclement weather, transportation, unavailability of
materials and labor, delays caused by suppliers, or laws, regulations, or acts
of any governmental agency.


 


14.                               SOFTWARE.  All
rights and interest in any software that may be furnished under this Agreement,
and any updates and enhancements to it, will remain the property of Toshiba or
its licensors.  Such software is being
furnished to Customer under a non-exclusive license.  Customer will not, or allow others to
reverse-engineer, disassemble, decompile, modify, copy, reproduce, or
transcribe the software nor use it to create derivative works, nor allow third
parties to use the same without Toshiba’s prior written consent.  All rights, title and interest to the
Software not expressly granted to you will remain the property of Toshiba or
its licensors.  Customer may not
sublicense, loan, lease, distribute, assign or otherwise transfer any Software
or copies thereof, in whole or in part, or otherwise make any Software
available to third parties or allow third parties to use of the Software
without the written consent of Toshiba or, if such Software is owned by a
licensor to Toshiba, such licensor.  Upon
Toshiba’s request, Customer will execute an End-User Software License Contract,
in a form to be mutually agreed between the parties.


 


15.                               CANCELLATION. 
Customer may not cancel the order subject to this Agreement except with
Toshiba’s prior written consent. In the event of such cancellation, Toshiba
will be entitled to recover any and all damages suffered by it caused by the
cancellation as allowed by law, but in no event less than an amount equal to * * * of the purchase price for a restocking charge.


 


16.                               ASSIGNMENT. Neither party may assign any of its
obligations under this Agreement without the prior written consent of the other
party.


 


17.                               EXPORT REGULATIONS.  This
Agreement involves products, and/or technical data that may be controlled under
the U.S. Export Administration Regulations and may be subject to the approval
of the U.S. Department of Commerce prior to export.  Any export or re-export by Customer, directly
or indirectly, in contravention of such Regulations is prohibited.


 


18.                               ENTIRE AGREEMENT.  This
quotation contains the entire agreement between the parties and supersedes all
prior and contemporaneous agreements between the parties, whether oral or
written, relating to its subject matter, including, without limitation, all
different or additional terms and conditions which may be contained in Customer’s
bid documents, purchase order or any other documents furnished by Customer.  The provisions of this Agreement may not
be modified unless in writing and executed by both parties.


 


19.                               U.S. GOVERNMENT RIGHTS.  The
Software is provided with Restricted Rights. 
Use, duplication or disclosure by the U.S. government is subject to
restrictions as set forth in (a) this Agreement pursuant to DFARs
227.7202-3(a); (b) subparagraph (c)(1)(i) of the Rights in Technical
Data and Computer Software clause at DFARs 252.227-7013; or (c) the
Commercial Computer Software Restricted Rights clause at FAR 52.227-110
subdivision (c)(1) and (2), as applicable.


 


* * *
Confidential Treatment has been requested, the portion indicated has been
redacted and the redacted portion has been separately filed with the Securities
and Exchange Commission.


 


45

















 


VITAL
IMAGES, INC. AND TOSHIBA MEDICAL SYSTEMS CORPORATION


MARKETING AND DISTRIBUTION AGREEMENT


 


EXHIBIT
K


U.S., INSTALLATION, EDUCATION AND SERVICE


 


 


Here
is the go to market strategy that lists the different configurations that ViTAL
and TAMS will provide to our mutual customers:


 


A.                                   One CT with One ViTAL Workstation


B.                                     ViTALConnect, as an added option to
configuration A.


C.                                     One CT with One ViTAL Enterprise — Full
configuration (expandable to ViTAL Enterprise)


D.                                    Aquilion ONE with Vitrea fX


 


Here
are the respective responsibilities for each configuration


 


	
  Configuration

  	
   

  	
  HW

  Procurement

  	
   

  	
  Installation/Deployment

  	
   

  	
  Education

  	
   

  	
  Actual Support

  	
   

  	
  Who owns

  contract

  	
   

  
	
  A

  	
   

  	
  T*

  	
   

  	
  T

  	
   

  	
  V**

  	
   

  	
  V

  	
   

  	
  T

  	
   

  
	
  B

  	
   

  	
  T

  	
   

  	
  V

  	
   

  	
  V

  	
   

  	
  V

  	
   

  	
  V

  	
   

  
	
  C

  	
   

  	
  T

  	
   

  	
  V

  	
   

  	
  V

  	
   

  	
  V

  	
   

  	
  V

  	
   

  
	
  D

  	
   

  	
  T

  	
   

  	
  T

  	
   

  	
  V

  	
   

  	
  V

  	
   

  	
  T

  	
   

  



 






*
TAMS


**
ViTAL Images


 


Actual
Support includes first and second level.


 


46