FOR A PERIOD OF (____) YEARS, BEGINNING WITH THE DATE OF THE
AGREEMENT, VTAL WILL PAY PDX A ROYALTY OF $_______ FOR EACH GRANT OF A LICENSE
BY VTAL TO A VC APPLIANCE.
D.
FOR ALL LICENSES OF A VITREA PRODUCT IN EXCESS OF ______ THAT VTAL
SELLS BETWEEN DECEMBER 1, 2000 AND AUGUST 31, 2001 AND WITH RESPECT TO WHICH NO
ROYALTY IS DUE UNDER SECTIONS 4.B OR 4.C HEREOF , VTAL WILL PAY PDX THE SUM OF
$______.
E.
NOTWITHSTANDING ANY OTHER TERM HEREOF, NO ROYALTY SHALL BE DUE
UNDER SECTION 4.B, 4.C OR 4.D WITH RESPECT TO ANY LICENSE GRANT FOR WHICH VTAL
RECEIVES NO MONETARY CONSIDERATION, SUCH AS LICENSE GRANTS FOR DEMONSTRATION AND
MARKETING PURPOSES.
F.
UNLESS OTHERWISE AGREED TO IN WRITING BY THE PARTIES, ALL ROYALTY
PAYMENTS CALLED FOR IN THIS AGREEMENT SHALL BE PAID WITHIN SIXTY (60) DAYS OF
THE END OF THE QUARTER IN WHICH VTAL RECOGNIZES IN ACCORDANCE WITH GENERALLY
ACCEPTED AUDITING PRINCIPLES (GAAP) THE REVENUE FROM THE SALE OF THE SUBJECT
LICENSE TO A THIRD PARTY.
5.
ACCOUNTING AND AUDIT RIGHTS.
VTAL AGREES TO KEEP COMPLETE, TRUE,
AND ACCURATE BOOKS, ACCOUNTS, AND RECORDS FOR THE PURPOSE OF SHOWING THE
ROYALTIES DUE AND OWING TO PDX.
A FIRM OF CERTIFIED PUBLIC ACCOUNTANTS
DESIGNATED BY PDX AND APPROVED BY VTAL, WHICH APPROVAL MAY NOT BE UNREASONABLY
WITHHELD, SHALL HAVE THE RIGHT TO AUDIT THOSE BOOKS, ACCOUNTS, AND RECORDS UPON
REASONABLE ADVANCE WRITTEN NOTICE AND SO AS TO NOT UNREASONABLY INTERFERE WITH
THE ON-GOING OPERATIONS OF VTAL NOT MORE THAN ONCE ANNUALLY.
PDX SHALL BEAR THE
COST OF ANY SUCH ACCOUNTING, UNLESS THE ACCOUNTING SHOWS A DISCREPANCY IN PDX'S
FAVOR OF MORE THAN 10%, IN WHICH CASE VTAL SHALL BE RESPONSIBLE FOR ALL COSTS
AND EXPENSES RELATED TO THE AUDIT.
PDX AGREES TO TREAT VTAL'S BOOKS, ACCOUNTS,
AND RECORDS AS CONFIDENTIAL AT ALL TIMES.
6.
SOFTWARE DEVELOPMENT.
VTAL SHALL BEAR THE COSTS OF ALL SOFTWARE
DEVELOPMENT FOR THE BENEFIT OF THE FUTURE VITREA PRODUCT AND OTHER FUTURE
SOFTWARE PRODUCTS OF VTAL.
PDX WILL PROVIDE REASONABLE TECHNICAL SUPPORT VIA
TELEPHONE, E-MAIL, OR ON-SITE MEETINGS TO BE HELD IN WINSTON-SALEM, NORTH
CAROLINA FOR A MAXIMUM PERIOD OF TWELVE MONTHS (UP TO 2 HOURS PER DAY AND A
CUMULATIVE TOTAL OF 180 MAN-HOURS) FROM THE DATE OF THIS AGREEMENT.
THE
TECHNICAL SUPPORT WILL BE SUFFICIENT TO ALLOW VTAL TO INCORPORATE CT ENDOSCOPY
AND VC APPLIANCE IMPROVEMENTS, BUT IN NO CASE WILL EXCEED THE 180 HOURS
MAXIMUM.
THE COST OF ALL TRAVEL, AND THE COST OF ANY MEETINGS HELD OUTSIDE OF
WINSTON-SALEM, NORTH CAROLINA WILL BE BORNE BY VTAL.
VTAL WILL HAVE LIMITED
ACCESS AS REASONABLY REQUESTED BY IT TO THE SOFTWARE CODE DEVELOPED BY PDX IN
RELATION TO THE SUBJECT MATTER OF THE PATENTS, AND ONLY AS NECESSARY TO ALLOW
VTAL TO DEVELOP THE NECESSARY SOFTWARE CODE, INCLUDING INCORPORATION THEREIN OF
PDX SOFTWARE CODE, FOR THE CT ENDOSCOPY APPLICATION AND THE VC APPLIANCE AND FOR
SUBMISSION TO THE U.S. FOOD AND DRUG ADMINISTRATION (FDA) FOR MARKETING
CLEARANCE.