CONTROL WITH SUCH PERSON.
FOR THE
PURPOSES OF THIS DEFINITION, "CONTROL" MEANS OWNERSHIP OR CONTROL, DIRECT OR
INDIRECT, OF MORE THAN FIFTY PERCENT (50%) OF THE VOTING CAPITAL OR EQUITY
PARTICIPATION OF AN ENTITY, OR THE POSSESSION OTHERWISE, DIRECTLY OR INDIRECTLY,
OF THE POWER TO DIRECT THE MANAGEMENT OR POLICIES OF SUCH PERSON.
1.10.
"NON-AFFILIATE" MEANS, WITH RESPECT TO A DESIGNATED PERSON, A
PERSON WHICH IS NOT SUCH PERSON OR AN AFFILIATE THEREOF.
1.11.
"APPLIANCE SYSTEM SALES PRICE" MEANS THE GROSS SALES PRICES OF AN
APPLIANCE SYSTEM SOLD BY EZEM OR ANY EZEM AFFILIATES TO A NON-AFFILIATE.
1.12.
"INTELLECTUAL PROPERTY" MEANS ALL PATENTS, PATENT APPLICATIONS AND
RIGHTS TO FILE PATENT APPLICATIONS THROUGHOUT THE WORLD, INCLUDING ANY
SUBSTITUTIONS, EXTENSIONS, REISSUES, RENEWALS, DIVISIONS, CONTINUATIONS, OR
CONTINUATIONS-IN-PART, AND ALL COPYRIGHTED WORKS, AS WELL AS ANY CONFIDENTIAL
INFORMATION, OF A DESIGNATED PERSON.
1.13.
"CLAIM" MEANS ANY CLAIM, SUIT, ACTION, DEMAND OR JUDGMENT, WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, CLAIMS
BASED ON THEORIES OF WARRANTY OR STRICT LIABILITY).
1.14.
"FOB POINT" HAS THE MEANING SET FORTH IN SECTION 6.3 OF THIS
AGREEMENT.
1.15.
"REMEDIAL ACTION" MEANS ANY RECALL, FIELD CORRECTIVE ACTION OR
OTHER REGULATORY ACTION WITH RESPECT TO ANY PRODUCT TAKEN EITHER BY VIRTUE OF
APPLICABLE FEDERAL, STATE, FOREIGN OR OTHER LAW OR REGULATION OR GOOD BUSINESS
JUDGMENT.
1.16.
"CONFIDENTIAL INFORMATION" SHALL MEAN ALL INFORMATION DESIGNATED BY
A PARTY AS CONFIDENTIAL AND WHICH IS DISCLOSED BY VTAL TO EZEM, IS DISCLOSED BY
EZEM TO VTAL, OR IS EMBODIED IN THE PRODUCTS, REGARDLESS OF THE FORM IN WHICH IT
IS DISCLOSED, 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 VTAL, THE ALGORITHMS, PROGRAMS, USER INTERFACES
AND ORGANIZATION OF THE PRODUCTS.
1.17.
"END USER AGREEMENT" SHALL MEAN THE END USER SOFTWARE LICENSE
AGREEMENT FOR THE PRODUCTS, IN THE FORM ATTACHED HERETO AS EXHIBIT 1.17, OR SUCH
OTHER FORM AS VTAL MAY FROM TIME TO TIME PROVIDE TO EZEM.
1.18.
"ACT" MEANS THE UNITED STATES FOOD, DRUG AND COSMETIC ACT, AS
AMENDED, AND THE REGULATIONS IN FORCE THEREUNDER FROM TIME TO TIME.
1.19.
"FDA" MEANS THE FOOD AND DRUG ADMINISTRATION OF THE U.S. DEPARTMENT
OF HEALTH AND HUMAN SERVICES.
1.20.
"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 FDA.
1.21.
"TERRITORY" SHALL MEAN THE ENTIRE WORLD.
1.22.
"CENTER OF EXCELLENCE" SHALL MEAN A RADIOLOGY GROUP OR DEPARTMENT
WITH SIGNIFICANT CLINICAL EXPERTISE IN THE AREA OF CT COLONOGRAPHY WITH WHOM
BOTH VTAL AND EZEM WISH TO DEVELOP A CLOSE COOPERATIVE RELATIONSHIP TO PROMOTE
CT COLONOGRAPHY.
1.23.
"OPTION SALES PRICE" MEANS THE GROSS SALES PRICES OF AN OPTION SOLD
BY VTAL OR ANY VTAL AFFILIATE TO A NON-AFFILIATE OF VTAL,AND NOT REJECTED UNDER
AN ACCEPTANCE/REJECTION PROVISION