COOPERATE REASONABLY WITH TOSHIBA PERSONNEL AND ITS ACCOUNTANT IN
CONNECTION WITH ANY SUCH AUDIT.
5.
Original Works.
A.
EXCEPT FOR THIRD-PARTY TOOLS, ALL VITAL IMAGES' WORK PRODUCT SHALL
CONSTITUTE ORIGINAL WORKS UNDER ALL APPLICABLE COPYRIGHT LAWS.
B.
VITAL IMAGES SHALL OBTAIN IN WRITING ALL RIGHTS, LICENSES, GRANTS,
CONSENTS, AND/OR PERMISSIONS NECESSARY TO USE OR INCORPORATE ANY THIRD PARTY
TOOLS.
VITAL IMAGES SHALL FURTHER ENSURE THAT NO FEES, PAYMENTS, ROYALTIES, OR
ANY ADDITIONAL
* * * 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.
10
CONSIDERATION OF ANY KIND WILL BE IMPOSED UPON TOSHIBA BY ANY THIRD PARTY WITH
RESPECT TO ANY SUCH THIRD PARTY TOOLS.
6.
Term and Termination.
A.
TERM OF AGREEMENT.
THE "TERM" OF THIS
AGREEMENT SHALL BEGIN ON THE EFFECTIVE DATE AND SHALL, UNLESS TERMINATED EARLIER
AS PROVIDED HEREIN, TERMINATE IMMEDIATELY ON DECEMBER 31, 2009, PROVIDED THAT
THE AGREEMENT SHALL RENEW IF, AT ANY TIME DURING THE TERM, A NEW PRODUCT
DEVELOPMENT PLAN IS AGREED TO THAT WILL EXTEND INTO THE NEXT CALENDAR YEAR, IN
WHICH CASE THIS AGREEMENT SHALL AUTOMATICALLY RENEW UNTIL SIX (6) MONTHS
FOLLOWING THE END OF ALL ACTIVE PRODUCT DEVELOPMENT PLANS (AND THE WORD "TERM",
WHERE USED HEREIN, SHALL BE DEEMED TO INCLUDE SUCH EXTENDED PERIOD).
UPON
EXPIRATION OF THE TERM OR TERMINATION OF THIS AGREEMENT, NEITHER PARTY SHALL
HAVE ANY FURTHER OBLIGATION TO THE OTHER PARTY UNDER THIS AGREEMENT (INCLUDING,
FOR AVOIDANCE OF DOUBT, ANY OBLIGATION OF TOSHIBA TO PROVIDE ANY FURTHER FUNDING
TO VITAL IMAGES PURSUANT TO THE AGREEMENT OTHER THAN PAYMENT OF INVOICES FOR
EFFORTS EXPENDED BY VITAL IMAGES PRIOR TO THE EXPIRATION OF THE TERM OR
TERMINATION OF THIS AGREEMENT); PROVIDED, HOWEVER, THAT UPON SUCH EXPIRATION OR
TERMINATION (I) EACH PARTY SHALL RETURN TO THE OTHER PARTY ANY PROPERTY OF SUCH
OTHER PARTY IN ITS POSSESSION INCLUDING, BUT NOT LIMITED TO, THE OTHER PARTY'S
CONFIDENTIAL INFORMATION AND ANY TECHNICAL DOCUMENTS RELATED TO THE OTHER
PARTY'S BACKGROUND RIGHTS, (II) EACH PARTY SHALL RETAIN OWNERSHIP OF ITS
INTELLECTUAL PROPERTY (SUBJECT TO THE PROVISIONS OF SECTIONS 7, 8 AND 9 BELOW),
(III) THE PROVISIONS OF THE SECOND SENTENCE OF SECTION 4(C) SHALL SURVIVE
EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS,
(IV) SECTION 4(D) SHALL SURVIVE EXPIRATION OR TERMINATION AND CONTINUE IN FULL
FORCE AND EFFECT FOR A PERIOD OF SIX MONTHS, AND (V) THE PROVISIONS OF THIS
SECTION 6 AND SECTIONS 2(E), 7, 8(A), 8(B) (SUBJECT TO ANY DURATION PERIODS
PROVIDED THEREIN), 9, 10 AND 11 SHALL SURVIVE EXPIRATION OR TERMINATION AND
CONTINUE IN FULL FORCE AND EFFECT; PROVIDED THAT (I) SECTION 8(B) SHALL NOT
SURVIVE TERMINATION IN CASE THIS AGREEMENT IS TERMINATED BY TOSHIBA IN
ACCORDANCE WITH SECTION 6(B), (II) SECTION 8(A) SHALL NOT SURVIVE TERMINATION IN
CASE THIS AGREEMENT IS TERMINATED BY VITAL IMAGES IN ACCORDANCE WITH
SECTION 6(B), AND (III) SECTIONS 8(A) AND 8(B) SHALL NOT SURVIVE THE OCCURRENCE
OF A CHANGE IN CONTROL TO A TOSHIBA COMPETITOR IN